State Street : 2024 Proxy Statement

April 3, 2024

Dear Shareholder:

We cordially invite you to the 2024 annual meeting of shareholders of State Street Corporation. The

meeting will be held on May 15, 2024, at 9:00 a.m. Eastern Time and will be conducted online via live audio

webcast at www.virtualshareholdermeeting.com/STT2024. You will be able to participate, submit

questions, and vote your shares electronically.

The proxy statement and annual meeting provide an important opportunity for us to engage with you as

shareholders, and for you to communicate with us on important topics such as our performance, executive

compensation and corporate governance, including the effectiveness of the Board of Directors. Details

regarding virtual admission to the meeting and the business to be conducted are more fully described in

the accompanying notice of annual meeting and proxy statement. Your vote is very important to us.

Whether or not you plan to attend the meeting online, please carefully review the enclosed proxy

statement, together with the annual report that accompanies it, and then cast your vote at your earliest

convenience. We urge you to vote regardless of the number of shares you hold.

We look forward to the annual meeting. Your continued interest in State Street is very much appreciated.

Sincerely,

Ronald P. O'Hanley

Chairman, Chief Executive Officer and President

April 3, 2024

NOTICE OF STATE STREET CORPORATION

2024 ANNUAL MEETING OF SHAREHOLDERS

Date	May 15, 2024
Time	9:00 a.m. Eastern Time
Location	Virtual annual meeting of shareholders conducted via live audio webcast at:
	www.virtualshareholdermeeting.com/STT2024
Purpose	1. To elect 12 directors
	2. To approve an advisory proposal on executive compensation
	3. To ratify the selection of Ernst & Young LLP as State Street's independent
	registered public accounting firm for the year ending December 31, 2024
	To act upon such other business as may properly come before the meeting and any
	adjournments thereof.
Record Date	The directors have fixed the close of business on March 18, 2024, as the record
	date for determining shareholders entitled to notice of and to vote at the meeting.
Meeting	If you plan to attend the meeting online, please enter the 16-digit control number
Admission	included in your notice of Internet availability of the proxy materials or in your proxy
	card, or follow the voting instructions that accompanied your proxy materials. A list
	of our registered holders as of the close of business on the record date will be
	made available to shareholders during the meeting at
	www.virtualshareholdermeeting.com/STT2024. To access such list of registered
	holders beginning April 5, 2024 and until the meeting, shareholders should email
	State Street Investor Relations at [e-mail].
Voting by Proxy	Please submit a proxy card or, for shares held in ''street name'' through a broker,
	bank or nominee, a voting instruction form, as soon as possible, so your shares can
	be voted at the meeting. You may submit your proxy card or voting instruction form
	by mail. If you are a registered shareholder, you may also submit your proxy by
	telephone or over the Internet by following the instructions included with your
	proxy card or notice of Internet availability of proxy materials. If your shares are
	held in ''street name,'' you will receive instructions for the voting of your shares
	from your broker, bank or other nominee, which may permit telephone or Internet
	submission of voting instructions. Follow the instructions on the voting instruction
	form or notice of Internet availability of proxy materials that you receive from your
	broker, bank or other nominee to ensure that your shares are properly voted at the
	annual meeting.
	By Order of the Board of Directors,

Mark Shelton

Secretary

[THIS PAGE INTENTIONALLY LEFT BLANK]

STATE STREET CORPORATION

One Congress Street, Boston, Massachusetts 02114

Proxy Statement Summary Information

2024 Annual Meeting of Shareholders

Date:	May 15, 2024
Time:	9:00 a.m. Eastern Time
Location:	Virtual Annual Meeting of Shareholders conducted via live audio
	webcast at: www.virtualshareholdermeeting.com/STT2024
Record date:	March 18, 2024

The proxy statement and annual report, and the means to submit a proxy electronically prior to the annual meeting, are

available at www.proxyvote.com. To view this material, you must have available the 16-digit control number located on the

notice mailed beginning on April 3, 2024, on the proxy card or, if shares are held in the name of a broker, bank or other

nominee, on the voting instruction form.

More information about the annual meeting is described under the heading ''General Information About the Annual Meeting.''

Voting Matters and Recommendations

Item	Board Recommendation
Election of Directors (see ''Item 1'')	FOR Each Director
Advisory Proposal on 2023 Executive Compensation (see ''Item 2'')	FOR
Ratification of Ernst & Young LLP as Independent Registered Public Accounting Firm
	FOR
for 2024 (see ''Item 3'')

The following summary provides general information about State Street Corporation, referred to as State Street or the

Company, and highlights information contained elsewhere in this proxy statement. This summary does not contain all of the

information you should consider when deciding how to vote your shares. For further and more detailed information on the

matters referenced below, prior to casting your vote, please carefully review the entire proxy statement and our 2023 annual

report on Form 10-K. Our 2023 annual report on Form 10-K accompanies this proxy statement and was previously filed with

the Securities and Exchange Commission (SEC). In this proxy statement, we reference various information and materials

available on our corporate website. We have included our website address in this proxy statement as an inactive textual

reference only. Information on our website is not incorporated by reference in this proxy statement.

Forward-Looking Statements

This proxy statement contains forward-looking statements within the meaning of United States securities laws, including without

limitation, statements regarding our strategic, business and financial objectives, the industry and market environment and sustainability

and impact matters. Forward-looking statements are often, but not always, identified by such forward-looking terminology as ''priority,''

''will,'' ''expect,'' ''strategy,'' ''aim,'' ''target,'' ''plan,'' ''intend,'' ''believe,'' ''may,'' ''outcome,'' ''estimate,'' ''goal,'' ''future,'' ''objective,'' ''pipeline,''

''anticipate,'' ''guidance,'' ''seek,'' ''trajectory,'' ''trend,'' and ''forecast,'' or similar statements or variations of such terms. These statements

are not guarantees of future performance, are inherently uncertain, are based on current assumptions that are difficult to predict and

involve a number of risks and uncertainties. Therefore, actual outcomes and results may differ materially from what is expressed in

those statements, and those statements should not be relied upon as representing our expectations or beliefs as of any time

subsequent to the time this proxy statement is first filed with the SEC. Other important factors that could cause actual results to differ

materially from those indicated by any forward-looking statements are set forth in our 2023 annual report on Form 10-K and our

subsequent SEC filings. We encourage investors to read these filings, particularly the sections on risk factors, for additional information

with respect to any forward-looking statements and prior to making any voting or investment decision. The forward-looking

statements contained in this proxy statement should not be relied on as representing our expectations or beliefs as of any time

subsequent to the time this proxy statement is first filed with the SEC, and we do not undertake efforts to revise those forward-looking

statements to reflect events after that time.

State Street - 2024 Notice of Meeting and Proxy Statement

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About State Street

State Street is a financial holding company organized in 1969 under the laws of the Commonwealth of Massachusetts. State Street

provides financial and managerial support to our legal and operating subsidiaries. Through our subsidiaries, including our principal

banking subsidiary, State Street Bank and Trust Company, we provide a broad range of financial products and services to

institutional investors worldwide. We refer to State Street Bank and Trust Company as State Street Bank or the Bank.

As of December 31, 2023, on a consolidated basis we had total assets of $297.26 billion, total deposits of $220.97 billion, total

shareholders' equity of $23.80 billion and approximately 46,000 employees. We operate in more than 100 geographic markets

worldwide, including the United States, Canada, Latin America, Europe, the Middle East and Asia.

We are a leader in providing financial services and products to meet the needs of institutional investors worldwide, with

$41.81 trillion of assets under custody and/or administration and $4.13 trillion of assets under management as of December 31,

2023. We believe we are an essential partner to institutional investors and operate with the purpose of helping to create better

outcomes for the world's investors and the people they serve. Our clients-asset managers and owners, insurance companies,

official institutions, and central banks-rely on us to deliver solutions that support their goals across the investment life cycle.

The operating environment in 2023 was dynamic with a complex set of challenges for our industry. Despite various headwinds

we continued to execute against our strategic agenda in 2023; we focused and delivered on that agenda in three key

areas: achieving strong sales wins across our businesses, driving strategic change in our Investment Services business, and

remaining disciplined on productivity and broader underlying cost management. For example, during 2023 we implemented key

productivity actions and announced additional efficiency measures that will enable us to enhance the productivity of our

operating model beginning in 2024. We took these actions all while investing in our business and returning substantial capital to

our shareholders. While our full-year overall financial results benefited from higher interest rates globally last year, daily average

global equity markets only increased by low-single-digits in 2023, providing just a modest tailwind to our fee revenue, while

client activity was muted for much of the year. Further, equity and foreign exchange (FX) market volatility continued to contract

in 2023, creating revenue headwinds for our trading businesses. Full-year earnings per share (EPS) decreased 22%

year-over-year to $5.58, compared to $7.19 in 2022. The decline was mainly driven by the impact of notable items primarily

related to the Federal Deposit Insurance Corporation (FDIC's) special assessment, net losses related to investment securities,

repositioning charges, as well as lower total fee revenue and expense growth. Excluding notable items (non-GAAP, see footnote

1. to the below ''Financial Highlights'' table), full-year EPS increased 3% year-over-year to $7.66, supported by $3.8 billion of
   common share repurchases, a record level of net interest income (NII), continued growth of our front office software and data
   business and higher securities finance revenues, the combination of which more than offset the impact of lower servicing and
   management fees and underlying expense growth. In total, State Street returned approximately $4.6 billion to our shareholders in
   the form of common stock dividends and common stock repurchases in 2023, compared to approximately $2.4 billion in 2022.

The financial measures used in our executive compensation programs are linked to the below financial results, which are

presented on a non-GAAP basis, unless otherwise noted. See footnote (1) to the below table. Additional performance

indicators are presented in ''Compensation Discussion and Analysis-ExecutiveSummary-Corporate Performance Summary.''

Financial Highlights

(1)

Consolidated Financial Performance, excluding notable items, non-GAAP ( $ in millions, except per share data )

	2023	2022	Change
Total fee revenue	$9,480	$9,583
	(1.1)%
Total revenue	12,239	12,125
	0.9%
Expenses	8,963	8,666
	3.4%
Pre-Tax Margin	26.4%	28.4%		(2.0)% pts
EPS	7.66	7.41
	3.4%
Return on average common equity (ROE) (GAAP)	8.2%	11.1%		(2.9)% pts

1. Non-GAAPfinancial results adjust selected GAAP-basis financial results to exclude the impact of notable items outside of State Street's
   normal course of business. Non-GAAP financial measures should be considered in addition to, not as a substitute for or superior to,
   financial measures determined in conformity with GAAP. For a reconciliation of non-GAAP measures presented in this proxy statement,
   see Appendix C.

State Street - 2024 Notice of Meeting and Proxy Statement

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State Street's 2023 performance is reviewed in greater detail, along with relevant risks associated with our businesses, results

of operations and financial condition, in our 2023 annual report on Form 10-K, which accompanies this proxy statement and

was previously filed with the SEC.

Director Nominees

We believe that members of our Board of Directors (the Board) should have complementary skills and qualifications that form

a depth of broad and diverse experiences. We seek director nominees who have had substantial achievement in their personal

and professional pursuits and possess the talent, experience and integrity necessary to effectively oversee our businesses

and strategy and enhance long-term shareholder value. Based on these desired attributes, the Board has nominated the

following 12 director nominees for election at the 2024 annual meeting of shareholders.

		​Other Public	State Street Board Roles and
Director Nominee	Principal Occupation	Company Boards (#)	Committee Memberships
Marie A. Chandoha*	Retired President and Chief Executive	1	•	Examining and Audit
Director Since 2019	Officer, Charles Schwab Investment		•	Executive
Age 62	Management, Inc.		•	Risk (Chair)
			•	Technology and Operations
DonnaLee A. DeMaio*	Retired Global Chief Operating Officer,	1	•	Examining and Audit
Director Since 2022	American International Group, Inc.		•​	Technology and Operations
Age 65	(AIG)
Patrick de Saint-Aignan*	Retired Managing Director and	None	•​	Examining and Audit
Director Since 2009	Advisory Director, Morgan Stanley​	​	•​	Risk
Age 75			•​	Technology and Operations
Amelia C. Fawcett*	Retired Chairman, Kinnevik AB​	None	•	Lead Director
Director Since 2006			•	Executive
Age 67			•	Human Resources
			•	Nominating and Corporate
				Governance
William C. Freda*	Retired Senior Partner and Vice	1​	•	Examining and Audit (Chair)
Director Since 2014	Chairman, Deloitte LLP		•	Executive
Age 71			•	Risk
Sara Mathew*	Retired Chairman and Chief Executive	2	•	Examining​	and Audit
Director Since 2018	Officer, Dun & Bradstreet Corporation​		•	Executive
Age 68			•	Human Resources (Chair)
William L. Meaney*	President, Chief Executive Officer and	1	•	Executive
Director Since 2018	Director, Iron Mountain Inc.​		•	Human Resources
Age 63			•	Nominating and Corporate
				Governance (Chair)
Ronald P. O'Hanley	Chairman, Chief Executive Officer and	1	•	Chairman of the Board
Director Since 2019	President, State Street Corporation​		•	Executive (Chair)
Age 67			•	Risk
Sean O'Sullivan*	Retired Group Managing Director and	None	•	Executive
Director Since 2017	Group Chief Operating Officer, HSBC		•	Risk
Age 68	Holdings, plc​		•	Technology and Operations
				(Chair)
Julio A. Portalatin*	Retired President and Chief Executive	None	•	Human Resources
Director Since 2021	Officer, Mercer Consulting Group, Inc.​		•	Risk
Age 65
John B. Rhea*	Partner, Centerview Partners, LLC	1	•	Examining & Audit
Director Since 2021			•	Technology and Operations
Age 58
Gregory L. Summe*	Managing Partner and Founder, Glen	​2	•	Human Resources
Director Since 2001	Capital Partners, LLC​		•	Nominating and Corporate

Age 67	Governance
* = Independent

State Street - 2024 Notice of Meeting and Proxy Statement

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Corporate Governance Summary

Our Board is committed to strong corporate governance practices and is intent on maintaining State Street's reputation for

quality, integrity and high ethical standards. In addition to adhering to the Investor Stewardship Group's Corporate Governance

Framework, as highlighted in Appendix B, the following summarizes key aspects of our corporate governance:

Board of Directors

• 11 of 12 director nominees are independent
• Annual director elections
• Annual assessment of effectiveness of the Board, its
  committees and each director nominee
• 33% of director nominees are female and 25% are racially
  diverse

• Active independent Lead Director elected annually
  by the independent directors
• Board and committees meet regularly in executive
  session without management present
• Effective Board refreshment process, adding four
  new independent directors in the last five years

Shareholder Rights and Engagement

• Directors are elected by a majority of votes cast in uncontested • No poison pill

elections and by plurality vote in contested elections

• Proxy access by-law allows shareholders to include

• Continuous shareholder outreach program with directordirector nominees in State Street's proxy materials

participation;

• No common stock supermajority vote requirements

• Engaged with shareholders representing approximately
  60% of shares outstanding
• Met with all that expressed an interest in meeting, including
  shareholders representing approximately 25% of shares
  outstanding

Strategy, Compensation and Risk

• Board and Committee oversight of:
• • Strategy, financial performance, technology, human capital,
    ethics and risk management
  • Succession planning for Chief Executive Officer (CEO) and
    other executive officers
  • Sustainability and impact related obligations, initiatives and
    strategies
  • Alignment of our incentive compensation arrangements with
    our safety and soundness

• Directors and executive officers subject to stock
  ownership guidelines and prohibited from short
  selling, pledging, options trading, hedging and
  speculative transactions in State Street securities
• Incentive compensation subject to clawback and
  forfeiture mechanisms

State Street - 2024 Notice of Meeting and Proxy Statement

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Sustainability and Impact

State Street recognizes that managing our business activities in a socially and environmentally responsible manner and that

giving back to the communities in which we live and work are important for our long-term success. We recognize that

sustainable growth comes from operating with absolute integrity and in a way that respects our shareholders, clients,

employees, communities and the environment. We adhere to the principles of sound governance and aim to help our clients

succeed. We are dedicated to maintaining a global and inclusive workplace where employees feel valued and engaged. We

feel a responsibility to enrich our communities and we pursue environmental sustainability, both in the way we carry out our

operations and in the products and services we offer. As part of these efforts, the Board oversees our activities and practices

related to sustainability and impact and each of the committees of the Board oversees these matters within their respective

scope of responsibilities, including climate-related matters. Additional information about our sustainability activities and

reporting according to the frameworks created by the Sustainability Accounting Standards Board (SASB), the Task Force on

Climate-related Financial Disclosures (TCFD) and Global Reporting Initiative (GRI), can be found in our annually reported

Sustainability Report located on our website. Related highlights and achievements for 2023 include the following:

Environmental		Social		Governance
30% CO	emissions reduction		Progressed many of our ''10 Actions		Active board refreshment with 4 new
2
as compared to 2019		Against Racism and Inequality'' such as		independent directors in the last 5 years
(Goal: 46% by 2030)		$258M spend with diverse suppliers
					33% of director nominees are female
43% H O reduction as compared		More than $25M total giving by		and 25% are racially diverse
2
to 2019 (Goal: 25% by 2030)		State Street Foundation philanthropic
					92% of director nominees are
			contributions
(1)
1,336mt	annual carbon savings				independent
from 2023 projects		More than 84,000 hours
					Engagement with shareholders
			volunteered by employees
	(2)
100% carbon neutral operations				representing approximately 60% of
					shares outstanding in 2023

2023 Notable Sustainability and ESG Achievements

Placed #38 on the 2023 DiversityInc Top 50	Moved to our new global headquarters in
companies for diversity and ranked #13 as a	Boston, MA in the fall of 2023, which
top company for the Board of Directors which	surpasses industry standards across leading
evaluates board diversity representation	wellness and green building certification
overall, board committee diversity and board	programs-including the US Green Building
governance, involvement and practices	Council's Leed Platinum certification

Made tangible progress against our	Named to the 2023 Dow Jones Sustainability
10 Actions to Address Racial Inequality,	Index, North America, for the fifth year in a
including completing and publishing an	row, which represents sustainability leaders
external civil rights audit and establishing a	as identified by RobecoSAM
governance and execution strategy to begin
implementation of recommendations included
in the published report

1. Metric tons of carbon dioxide equivalent.
2. For Scope 1 and 2, based on independently reviewed data and resultant investment in renewable energy credits and carbon offset
   projects.

State Street - 2024 Notice of Meeting and Proxy Statement

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Overview of 2023 Executive Compensation Program

Compensation Philosophy

State Street's compensation program for Named Executive Officers (NEOs) and other executive officers aims to:

• attract, retain and motivate our executives and drive strong leadership behaviors
• reward our executives for meeting or exceeding company and individual financial, business and human capital-related objectives
• drive long-term shareholder value and financial stability
• align incentive compensation with the performance results experienced by our shareholders through the use of significant
  levels of deferred equity-based compensation
• provide equal pay for work of equal value
• achieve the preceding goals in a manner aligned with sound risk management and our corporate values

In 2023, we continued an active shareholder outreach program, which allowed us to gain additional insight into shareholder

perspectives, including on our executive compensation program. We engaged with shareholders representing approximately 60%

of shares outstanding, and met with all of those who expressed an interest in providing feedback, including shareholders

representing approximately 25% of shares outstanding. The Chair of our Human Resources Committee participated in select

engagements, and shareholder feedback from all engagements was relayed directly to the Human Resources Committee and the

Nominating and Corporate Governance Committee. Based on discussions with our shareholders and the results of our ''Say on

Pay'' vote, the Human Resources Committee believes that our shareholders support our overall executive compensation program.

For each of our NEOs identified in the ''Compensation Discussion and Analysis,'' the Human Resources Committee (HRC)

determines the appropriate level of total compensation for the year. The HRC evaluates base salary and target incentive

compensation levels at least annually. The targets are based on each executive's role, responsibilities and performance trend,

as well as competitive and market factors and internal equity.

Sound Compensation and Corporate Governance Practices

Our NEO compensation practices are designed to support good governance and mitigate against excessive risk-taking. We

regularly review and refine our corporate governance practices considering several factors, including feedback from ongoing

shareholder engagement.

What We Do

• Long-termperformance-based equity awards in the form
  of performance-based RSUs
• Significant deferred equity-based incentive compensation
• Active engagement with shareholders on compensation,
  corporate governance and other issues
• Close interaction between the HRC and the Board's Risk
  Committee and Examining and Audit Committee
• Independent compensation consultant
• Clawback and forfeiture provisions to recoup
  compensation following financial restatements and
  specified misconduct or other actions

• ''Double-trigger''change-of-control required for deferred
  incentive compensation acceleration and cash payments
• Stock ownership policy, including holding requirements for
  NEOs who are below full ownership guidelines
• Non-competitionand other restrictive covenants
• Annual review of incentives compensation design for
  alignment with risk management principles
• Prohibit short selling, options trading, hedging, pledging or
  speculative transactions in State Street securities

What We Do Not Do

• No option repricing

(1)

• No tax gross-up on perquisites
• No multi-year guaranteed incentive awards

• No ''single-trigger''change-of-control vesting or cash
  payments
• No change-of-control excise tax gross-up

1. Excluding certain international assignments and relocation benefits.

More information about executive compensation at State Street is described under the heading ''Compensation Discussion and Analysis.''

State Street - 2024 Notice of Meeting and Proxy Statement

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