2026 State Street - Ind Chair

RESOLVED: State Street Corporation ("State Street" or "Company") shareholders ask the Board to adopt a policy and amend the bylaws as necessary to require the Chair of the Board of Directors, whenever possible, be an independent member of the Board. This policy should be phased in for the next CEO transition. Compliance is waived if no independent director is available and willing to serve as Chair. SUPPORTING STATEMENT: The role of the CEO and management is to run the Company. The Board of Directors' role provides independent oversight of management and the CEO. We believe a CEO cannot be their own supervisor, while managing the business, without potential conflicts of interest. State Street's CEO, Ronald O'Hanley, serves as CEO and Chair of the Company's Board of Directors. Combining these two roles for one person weakens State Street's governance structure, potentially harming shareholder value. We believe combining these roles gives the CEO unnecessary additional power over the Board, potentially weakening their authority and oversight of management. Chairing the Board is a time-intensive responsibility. A separate and independent Chair frees the CEO to manage the Company and build effective business strategies. Mr. O'Hanley is also on the boards of Unum[1] three non-profit organizations[2], two colleges/universities[3], and several finance-related organizations[4] also requiring time and energy. With such pressure on our CEO's time, our Company and shareholders would benefit if an independent board member assumed Chair duties. Intel's former Chair Andrew Grove stated: "The separation of the two jobs goes to the heart of the conception of a corporation. Is a company a sandbox for the CEO, or is the CEO an employee? If he's an employee, he needs a boss, and that boss is the Board. The Chairman runs the Board. How can the CEO be his own boss?" Numerous institutional investors recommend separation as simple good governance. For example, CalPERS' Principles & Guidelines encourage separation, even with a lead director in place.[5] In its paper on the 2024 proxy season, Georgeson noted 46 proposals asked for a separate chair, with average votes in favor of 31%, similar to the previous two years.[6] This resolution to State Street received a 26% vote in favor in 2025. An independent Chair is the prevailing practice in the United Kingdom and many