Joseph Hooley

Joseph L. Hooley
Born	Joseph L. Hooley
Nationality	American
Occupation	Business executive, corporate director
Title	Lead Independent Director, ExxonMobil
Employer	ExxonMobil (board member)
Known for	Former Chairman and CEO of State Street Corporation; Lead Independent Director of ExxonMobil

Joseph L. Hooley is an American business executive who served as Chairman and Chief Executive Officer of State Street Corporation, one of the world's largest custodian banks and asset servicing companies. Over the course of a career spanning more than three decades at State Street, Hooley rose through progressively senior roles in the firm's investment servicing operations before assuming leadership of the entire corporation. Following his retirement from State Street, Hooley joined the board of directors of ExxonMobil, where he has served as lead independent director. His tenure on the ExxonMobil board drew significant public attention in 2024 when proxy advisory firms and institutional investors raised concerns about the company's legal action against certain shareholders, leading to the lowest approval vote among directors at ExxonMobil's annual general meeting that year. Hooley's career has encompassed leadership during periods of significant change in global financial services, including the expansion of State Street's international operations and its role as a major institutional asset manager and custodian.

Career

Early Career at State Street Corporation

Joseph Hooley's professional career has been closely associated with State Street Corporation, the Boston-based financial services and bank holding company that ranks among the world's leading providers of investment servicing, investment management, and investment research. Hooley joined State Street early in his career and spent the majority of his professional life at the firm, rising through a series of management positions focused on the company's core investment servicing business.

After an initial period at State Street, Hooley departed the company for a time before returning in 2000. Upon his return, he was tasked with managing State Street's global investment servicing business, a critical division responsible for providing custody, accounting, administration, and related services to institutional investors worldwide. This role positioned Hooley at the center of State Street's efforts to expand its international footprint and serve a growing base of global institutional clients, including sovereign wealth funds, pension funds, and asset managers.

Vice Chairman and Rise to CEO

Hooley's management of State Street's global investment servicing operations was followed by further advancement within the firm's executive hierarchy. In 2006, he was appointed Vice Chairman of State Street Corporation, a role that placed him among the most senior executives at the company and positioned him as a potential successor to the chief executive.

Hooley subsequently ascended to the role of Chief Executive Officer of State Street Corporation. As CEO, he oversaw one of the world's largest financial institutions by assets under custody and administration. State Street, under Hooley's leadership, continued to serve as a critical piece of infrastructure for global capital markets, providing essential services to thousands of institutional investors. The company's operations spanned dozens of countries, and its role as a custodian bank meant that trillions of dollars in assets were held and serviced under its watch.

During his tenure as CEO, Hooley also assumed the role of Chairman of the Board of Directors of State Street Corporation, giving him dual leadership of the firm's management and governance structures. His leadership period encompassed significant developments in the financial services industry, including the aftermath of the global financial crisis, increasing regulatory requirements for systemically important financial institutions, and the ongoing transformation of the asset management and custody businesses through technology and globalization.

Globalizing State Street

A central theme of Hooley's career at State Street was the globalization of the firm's operations. In a 2014 profile published by LEADERS Magazine, Hooley discussed the strategic importance of expanding State Street's international presence to meet the needs of institutional clients operating across borders. The investment servicing industry underwent significant consolidation and internationalization during the period of Hooley's leadership, as large custodian banks competed to offer integrated global platforms capable of servicing complex, multi-jurisdictional investment portfolios.

State Street's global investment servicing division, which Hooley managed upon his return to the company in 2000, was instrumental in this expansion. The division was responsible for delivering a broad suite of services—including custody, fund accounting, transfer agency, and securities lending—to institutional clients around the world. Hooley's oversight of this business during a period of rapid growth in cross-border investing and the increasing complexity of global financial markets was a defining aspect of his executive career.

ExxonMobil Board of Directors

On November 26, 2019, Exxon Mobil Corporation announced that Joseph L. Hooley had been elected to its board of directors, effective January 1, 2020. At the time of his election, ExxonMobil described Hooley as bringing extensive experience in global business operations and financial services to the board. His appointment was part of ExxonMobil's ongoing efforts to refresh and strengthen its board with directors possessing relevant expertise in finance, governance, and international business management.

Hooley rose to the position of lead independent director on the ExxonMobil board, a governance role of considerable importance in companies where the chairman and CEO positions are held by the same individual. As lead independent director, Hooley served as the primary liaison between the independent directors and the company's management, presided over executive sessions of the independent directors, and played a key role in board governance processes.

2024 ExxonMobil Shareholder Lawsuit Controversy

Hooley's role as lead independent director of ExxonMobil became the subject of significant public and investor scrutiny in 2024 in connection with ExxonMobil's legal action against two of its shareholders, Arjuna Capital and Follow This, over a shareholder proposal related to climate policy. On January 21, 2024, ExxonMobil filed a lawsuit in the Fifth Circuit Court in Dallas, Texas, seeking to prevent the shareholders from bringing a climate-related proposal to a vote at the company's annual general meeting. The lawsuit attracted widespread attention and criticism from corporate governance experts, institutional investors, and environmental organizations, who characterized it as an unusual and aggressive step by a public company to curtail shareholder rights.

The controversy had direct implications for Hooley's position on the board. In May 2024, Glass Lewis, one of the two major proxy advisory firms that provide voting recommendations to institutional investors, recommended that shareholders vote against Hooley's reappointment to the ExxonMobil board. Glass Lewis cited what it described as the lawsuit's chilling effect on shareholder engagement and corporate governance, and it identified Hooley, as lead independent director, as bearing particular responsibility for the board's oversight of the decision to pursue litigation against the company's own shareholders.

Shortly after the Glass Lewis recommendation, the Sierra Club joined with other public fiduciaries in issuing an exempt solicitation urging major asset managers to vote against Hooley and ExxonMobil CEO Darren Woods at the company's upcoming annual general meeting. The solicitation argued that the lawsuit represented a threat to the fundamental rights of shareholders to engage with companies through the proxy process and that directors who oversaw or approved such actions should be held accountable.

Norway's Government Pension Fund Global, the world's largest sovereign wealth fund with assets of approximately $1.6 trillion, announced in May 2024 that it would vote against Hooley's reappointment. The fund cited concerns related to the shareholder lawsuit and its implications for investor rights.

Despite the opposition from proxy advisors, environmental organizations, and some of the world's largest institutional investors, Hooley and Woods were both reelected to the ExxonMobil board at the company's annual general meeting held in late May 2024. However, the vote totals reflected the controversy. Hooley received an 87.1% approval vote, the lowest among all directors standing for election at the meeting. While an 87.1% approval rate represents a strong majority, the fact that it was the lowest of any ExxonMobil director was interpreted by corporate governance analysts as a signal of meaningful investor dissatisfaction with the board's handling of the shareholder lawsuit.

The episode was analyzed in a June 2024 article published by The Harvard Law School Forum on Corporate Governance, which described ExxonMobil's lawsuit as "a cautionary tale" and examined its broader implications for the balance of power between corporate boards and shareholders in the United States.

Recognition

Joseph Hooley's career in financial services earned him recognition as a prominent figure in global banking and institutional investment management. His leadership of State Street Corporation, one of the world's systemically important financial institutions, placed him among the most senior executives in the custodian banking industry during a period of significant transformation. His election to the board of directors of ExxonMobil, one of the world's largest publicly traded oil and gas companies, reflected his standing in the American corporate governance community.

Hooley was profiled by LEADERS Magazine in 2014 in a feature titled "Globalizing State Street," which examined his strategic vision for the company's international expansion and his role in building the firm's global investment servicing platform.

His tenure as lead independent director of ExxonMobil brought a different kind of public attention in 2024, when his role in the company's governance became the focus of debate among institutional investors, proxy advisory firms, and corporate governance scholars. The scrutiny reflected the growing importance of environmental, social, and governance (ESG) considerations in corporate board elections and the evolving expectations placed on independent directors at major public companies.

Legacy

Joseph Hooley's career offers a lens through which to examine several significant developments in American business and corporate governance in the early 21st century. At State Street Corporation, his rise through the investment servicing division and eventual ascent to CEO and chairman exemplified the increasing importance of global custody and asset servicing as the financial industry became more international in scope. State Street, along with its principal competitors BNY Mellon and JPMorgan Chase, played a foundational role in the infrastructure of global capital markets, and Hooley led the firm during a period when this role was both expanding and coming under greater regulatory scrutiny.

His post-retirement service on the ExxonMobil board, and the controversy that surrounded his role as lead independent director during the 2024 shareholder lawsuit episode, illustrated the evolving expectations placed on corporate directors in an era of increasing shareholder activism and ESG-focused investing. The debate over Hooley's reelection at ExxonMobil's 2024 annual meeting highlighted tensions between corporate management, institutional shareholders, and proxy advisory firms over the appropriate scope of shareholder engagement and the limits of corporate power to restrict shareholder proposals.

The fact that Hooley received the lowest approval vote among ExxonMobil directors in 2024, while still being reelected with a substantial majority, encapsulated the current state of corporate governance in the United States—a system in which opposition from major institutional investors and proxy advisors can exert pressure on individual directors without necessarily resulting in their removal from the board.