Joseph Hooley

Joseph L. Hooley
Born	Joseph L. Hooley
Nationality	American
Occupation	Business executive, corporate director
Title	Lead Independent Director, ExxonMobil
Employer	ExxonMobil (Board of Directors)
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, President, 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 the ranks of the financial services firm, ultimately leading its global operations and overseeing its expansion into international markets. Since retiring from State Street, Hooley has remained a prominent figure in corporate governance, most notably as a member and lead independent director of the ExxonMobil Board of Directors — a role that placed him at the center of a significant corporate governance controversy in 2024 when proxy advisory firms and institutional investors questioned the company's decision to sue its own shareholders over climate-related proposals. His career reflects the intersection of global finance, institutional asset management, and the evolving expectations placed on corporate boards in the twenty-first century.

Career

State Street Corporation

Joseph Hooley's career is most closely associated with State Street Corporation, the Boston-based financial services and bank holding company that is among the world's largest providers of financial services to institutional investors. Hooley spent the majority of his professional life at the firm, building expertise in investment servicing and global operations.

According to LEADERS Magazine, Hooley returned to State Street in 2000 to manage the company's global investment servicing business, a critical division responsible for providing custody, accounting, administration, and related services to institutional investors around the world. This role placed him at the helm of one of the firm's most significant revenue-generating segments and gave him direct responsibility for State Street's relationships with major pension funds, sovereign wealth funds, and other large asset owners across multiple continents.

Hooley's performance in managing the global investment servicing business led to his appointment as Vice Chairman of State Street Corporation in 2006. The Vice Chairman position broadened his oversight of the company's operations and positioned him as a leading candidate to succeed the incumbent chief executive.

Hooley subsequently ascended to the roles of President, Chief Executive Officer, and Chairman of State Street Corporation. As CEO, he was responsible for overseeing the firm's global operations, which included asset servicing, asset management through State Street Global Advisors, and investment research and trading services. Under his leadership, State Street continued its trajectory as one of the three major custodian banks globally, alongside BNY Mellon and JPMorgan Chase. The firm's custodial and administrative services covered trillions of dollars in assets under custody and administration, making it a systemically important institution in global financial markets.

During his tenure at the top of State Street, the company navigated the aftermath of the 2008 global financial crisis, the increasing regulatory requirements placed on systemically important financial institutions, and the growing demand from institutional investors for technology-driven solutions in portfolio management, risk analytics, and compliance reporting. The LEADERS Magazine profile highlighted Hooley's role in globalizing State Street's footprint, expanding its presence in key financial markets around the world.

After stepping down from his executive roles at State Street, Hooley transitioned into a career as a corporate board member, bringing his decades of experience in global finance and institutional asset management to the governance of other major corporations.

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. In announcing the appointment, ExxonMobil noted Hooley's extensive background in financial services and his experience leading a major global corporation. He was identified as a retired chairman and chief executive officer of State Street Corporation, and the company highlighted his qualifications in areas including risk management, financial oversight, and corporate governance.

Hooley subsequently rose to the position of lead independent director of the ExxonMobil board, a role of considerable importance in corporate governance. The lead independent director serves as the primary liaison between the independent members of the board and the company's management, chairs executive sessions of the independent directors, and plays a key role in board agenda-setting and shareholder engagement. In a company the size and prominence of ExxonMobil — one of the world's largest publicly traded oil and gas companies — the lead independent director position carries significant visibility and responsibility.

2024 Shareholder Lawsuit Controversy

Hooley's role as lead independent director of ExxonMobil brought him to widespread public attention in 2024 in connection with a corporate governance dispute that attracted scrutiny from institutional investors, proxy advisory firms, environmental organizations, and legal scholars.

On January 21, 2024, ExxonMobil filed a lawsuit in the Fifth Circuit Court in Dallas, Texas, against two of its own shareholders — Arjuna Capital and Follow This — over a climate-related shareholder proposal the investors had submitted for the company's annual meeting. The lawsuit was described by legal commentators as an unusual and aggressive step by a publicly traded corporation, one that raised fundamental questions about the rights of shareholders to submit proposals and engage with companies on issues of environmental and social policy.

The controversy drew attention to Hooley's governance role. In May 2024, Glass Lewis, one of the two major proxy advisory firms that guide institutional investors on how to vote at shareholder meetings, recommended that investors vote against the reappointment of Hooley to ExxonMobil's board of directors. Glass Lewis cited what it described as concerns related to the shareholder lawsuit, suggesting that as lead independent director, Hooley bore responsibility for the board's oversight of the company's approach to shareholder engagement.

The recommendation from Glass Lewis was significant because the firm's voting recommendations are followed by many institutional investors and asset managers around the world. The decision to single out the lead independent director — rather than or in addition to the CEO — reflected the proxy adviser's view that the independent directors bore governance responsibility for the lawsuit decision.

Norway's Government Pension Fund Global, the world's largest sovereign wealth fund with approximately $1.6 trillion in assets, announced on May 24, 2024, that it would vote against the reappointment of Hooley as an ExxonMobil director, citing concerns over the shareholder lawsuit. The decision by such a large and influential institutional investor to publicly oppose a board director added further weight to the governance controversy.

In addition, the Sierra Club and a coalition of public fiduciaries — including public pension fund officials and other institutional investors with fiduciary responsibilities — issued a public statement urging major asset managers to vote against both Hooley and ExxonMobil CEO Darren Woods at the company's upcoming annual general meeting. The exempt solicitation argued that the lawsuit against shareholders represented an improper use of corporate resources and a threat to the fundamental rights of investors to participate in corporate governance through the shareholder proposal process.

Despite the opposition campaign, Hooley and Woods were both reelected to the ExxonMobil board at the company's annual shareholder meeting on May 29, 2024. However, Hooley received an 87.1% approval vote, which was reported by Reuters as the lowest approval percentage among all directors standing for election at the meeting. Forbes reported that both Woods and Hooley "sailed to easy re-elections" despite the campaign against them, though the reduced vote total for Hooley was noted as a signal of investor discontent.

The Harvard Law School Forum on Corporate Governance published an analysis of the ExxonMobil shareholder lawsuit in June 2024, characterizing it as "a cautionary tale" and examining its implications for the balance of power between corporations and their shareholders. The legal analysis noted that the case raised questions about whether corporations could use litigation to discourage shareholders from exercising their rights under federal securities regulations to submit proposals at annual meetings.

The 2024 controversy placed Hooley's name in the center of a debate that extended well beyond ExxonMobil itself, touching on broader questions about the role of shareholder activism, the responsibilities of corporate boards, and the governance of fossil fuel companies during a period of growing investor focus on climate change and the energy transition.

Recognition

Throughout his career, Hooley received recognition for his leadership in the financial services industry. His profile in LEADERS Magazine highlighted his role in expanding State Street Corporation's global reach and managing the company's international investment servicing operations, positioning him as a key figure in the globalization of institutional financial services.

His election to the ExxonMobil board of directors in 2019 was itself a form of recognition of his standing in the corporate world, as seats on the boards of the largest publicly traded companies are typically reserved for executives and former executives with distinguished track records in their respective industries.

The attention Hooley received during the 2024 proxy season, while largely critical in nature, also underscored his prominence as a corporate governance figure. The fact that major proxy advisory firms, sovereign wealth funds, and environmental organizations focused their campaigns specifically on his role as lead independent director reflected both the significance of the position he held and the degree to which his decisions and oversight were subject to public scrutiny. His 87.1% reelection vote, while lower than typical board reelection votes at major companies, nonetheless represented a strong endorsement from the majority of ExxonMobil's shareholder base.

Legacy

Joseph Hooley's legacy is shaped by two distinct phases of his career. At State Street Corporation, he was instrumental in the company's growth as a global financial services firm, overseeing the expansion of its investment servicing operations across international markets during a period of rapid globalization in the financial industry. His rise from managing the global investment servicing business to the chairmanship and chief executive role reflected a career built on operational expertise and the ability to manage complex, large-scale institutional relationships.

His post-retirement career as a corporate director, particularly his service on the ExxonMobil board, has associated his name with some of the most significant corporate governance questions of the early 2020s. The 2024 controversy over ExxonMobil's lawsuit against its own shareholders raised fundamental questions about the rights of investors, the appropriate boundaries of corporate power, and the role of lead independent directors in overseeing management decisions. Whether viewed as a defender of corporate prerogatives against what ExxonMobil characterized as abusive shareholder proposals, or as a governance figure who failed to prevent an overreach by management, Hooley's role in the episode has ensured that his name remains associated with these ongoing debates.

The case has been studied and discussed in legal and governance circles, including at the Harvard Law School Forum on Corporate Governance, suggesting that the implications of the decisions made during Hooley's tenure as lead independent director may influence corporate governance practices and shareholder rights for years to come.