Industry experience, particularly in banking and our client industries;

Functional, technical or other professional expertise;

Gender, age or racial/ethnic diversity; and

Other important diversity attributes such as veteran status and geographic diversity.

Client Industry – Experience with our key client industries, including technology, fintech, life science and healthcare, private equity/venture capital and premium wine, to help deepen our expertise of the innovation and other markets in which we do business.

Banking/Financial Services – Experience with the global banking or financial services industry, to help support and grow our core business.

Global – Experience working outside of the United States, or with multinational companies or international business operations, to help facilitate our global expansion.

Finance/Accounting – Experience in financial management, capital allocation, accounting, financial reporting or audit processes, to oversee our financial position and reporting, as well as to assess our strategic objectives from a financial perspective.

Leadership – Experience holding significant leadership positions, particularly as a CEO or head of a significant business line, to help us drive business strategy, growth and performance.

Public Company Governance – Experience in public company governance, including corporate governance best practices and policies and managing relations with key stakeholders.

Risk Oversight/Management – Knowledge of or experience with key risk oversight or risk management functions, to help oversee the dynamic risks we face.

Regulatory/Government – Knowledge of or experience in regulated industries or governmental organizations to oversee our highly regulated business that is affected by regulatory and governmental actions.

Quality and integrity

Audit Committee •   Integrity of our financial statements, including internal controls over financial reporting. Independent auditor of the Company, including its qualification, independence, engagement, compensation and performance. Internal audit function of the Company, as well as other key areas including internal controls over financial reporting. •   Independent auditor of the Company. •   Internal audit function. •   Ethical compliance. •   Other key areas: information technology, security (including cybersecurity), litigation and regulatory enforcement matters. Compensation Committee – Garen Staglin, John Clendening, Jeffrey Maggioncalda and Beverly Kay Matthews Overall compensation strategies, plans, policies and programs. Executive and director compensation approval. Compensation risk management, including annual compensation-related risk assessments. Credit Committee – Kate Mitchell, John Clendening, Jeffrey Maggioncalda and John Robinson Credit and lending strategies, objectives and risks, primarily of the Bank. Credit risk management, including reviewing internal credit policies and establishing portfolio limits. Quality and performance of the credit portfolio. Finance Committee – Joel Friedman, Eric Benhamou, Roger Dunbar and Mary Miller Financial strategies, objectives and risks relating to capital and liquidity management, investments, derivative activities, and funds management. Annual budget of the Company, and recommendation to the Board for approval. Compliance with certain applicable financial regulatory requirements, including capital adequacy/planning. Material corporate development matters that may result in a significant financial impact. Governance Committee – Eric Benhamou, Roger Dunbar, Joel Friedman, Kate Mitchell and Garen Staglin Corporate governance practices, including our Corporate Governance Guidelines. Annual performance evaluation processes of our Board and its committees and the CEO. Identification and nomination of director candidates. Regulatory compliance function of the Company, including financial crimes risk management. •   Compensation & Human Capital Committee •   Compensation strategies, plans, policies and programs. •   Director compensation. •   Human capital management, including diversity, equity and inclusion (DEI), leadership development and talent management. •   Executive succession planning (excluding CEO). Governance Committee •   Corporate governance practices. •   Identification and nomination of director candidates •   Annual performance evaluation processes of our Board and its committees and the CEO. •   Regulatory compliance function of the Company, including financial crimes risk management. •   Environmental, social and governance (“ESG”) program. Members: Mary Miller, Richard Daniels, Alison Davis, and Beverly Kay Matthews Members: Garen Staglin, John Clendening, Jeffrey Maggioncalda and political practicesBeverly Kay Matthews Members: Eric Benhamou, Roger Dunbar, Joel Friedman, Kate Mitchell and Garen Staglin Finance Committee •   Financial and balance sheet strategies, and treasury management. •   Annual budget of the Company, and recommendation to the Board for approval. •   Material corporate development matters that may result in a significant financial impact, as delegated by the Board. Credit Committee •   Credit and lending strategies, objectives and risks, primarily of the Bank. •   Credit risk management, including reviewing internal credit policies and establishing portfolio limits. •   Quality and performance of the credit portfolio. Risk Committee •   Enterprise-wide risk management policies of the Company. •   Operation of our enterprise-wide risk management framework. •   Risk Appetite Statement of the Company, including recommendations to the Board regarding any changes. •   Overall risk profile of the Company. Members: Joel Friedman, Eric Benhamou, Roger Dunbar and Mary Miller Members: Kate Mitchell, John Clendening, Alison Davis and Jeffrey Maggioncalda Members: Roger Dunbar, Eric Benhamou, Joel Friedman, Beverly Kay Matthews, Kate Mitchell, Mary Miller and Garen Staglin * Messrs. Dunbar and Clendening will not stand for re-election at the Annual Meeting and their terms as members of the committees specified above will end at the Annual Meeting. During the 2022-2023 term, Ms. Kate Mitchell is expected to serve as the Risk Committee chairperson, subject to her re-election. 13 Risk Committee – Roger Dunbar, Eric Benhamou, Joel Friedman, Kate Mitchell, Mary Miller, John Robinson and Garen Staglin Enterprise-wide risk management policies of the Company. Operation of our enterprise-wide risk management framework. Risk Appetite Statement of the Company, including recommendations to the Board regarding any changes. Overall risk profile of the Company. Committee Independence and Audit Committee Financial Experts The Board has determined that each of the current members of the Audit Committee, Compensation & Human Capital Committee, Credit Committee, Governance Committee and Risk Committee are “independent” within the meaning of applicable SEC rules, NASDAQ director independence standards and other regulatory requirements, to the extent applicable. In addition, the Board has determined that each of the following current Audit Committee members are “audit committee financial experts,” as defined under SEC rules, and possess “financial sophistication” as defined under the rules of NASDAQ: Ms. Miller, Ms. Davis and Ms. Matthews and Mr. Robinson.    Matthews. Committee Governance Committee Charters Each committee is governed by a charter that is approved by the Board, which sets forth each committee’s purpose and responsibilities. The Board reviews the committees’ charters, and each committee reviews its own charter, on at least an annual basis, to assess the charters’ content and sufficiency, with final approval of any proposed changes required by the Governance Committee and the full Board. The charters of each committee are available on our website, www.svb.com under “About Us—Investor Relations—Governance.” The charters provide that each committee have adequate resources and authority to discharge its responsibilities, including appropriate funding for the retention of external consultants or advisers, as the committee deems necessary or appropriate.website. Annual Committee Evaluations The Governance Committee, in coordination with the Board, implements and develops a process to assess committee performance and effectiveness. The assessments are conducted on an annual basis and include a self-assessment by each committee. The review includes an evaluation of various areas that may include committee size, composition, performance, coordination among committee members and among the standing committees, and involvement with the full Board. The results of the committee performance assessments are reviewed by each committee, as well as by the Governance Committee, and discussed with the full Board. AUDIT COMMITTEE REPORT The Report of the Audit Committee of the Board shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended (the “Act”), or under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except to the extent that we specifically incorporate the information contained in the report by reference, and shall not otherwise be deemed filed under such acts. The Audit Committee is governed by a Board-adopted charter, a copy of which is available on our website at www.svb.com. The charter specifies, among other things, the scope of the committee’s responsibilities and how those responsibilities are performed. All members of the Audit Committee are “independent” as defined by NASDAQ and the requirements of the Exchange Act and meet the applicable heightened independence criteria under SEC rules. In addition, Ms. Miller, Ms. Davis, Ms. Matthews and Mr. Robinson meet the “audit committee financial expert” requirement as defined in Regulation S-K under the Exchange Act, and possess “financial sophistication” as defined under the rules of NASDAQ. Responsibilities of the Audit Committee The primary responsibility of the Audit Committee is to act on behalf of the Board in fulfilling the Board’s responsibility with respect to overseeing our accounting and reporting practices, the quality and integrity of our financial statements and reports and our internal control over financial reporting. The committee is responsible for the appointment (or reappointment) and the compensation of our independent registered public accounting firm, as well as for the review of the qualifications, independence and performance of the registered public accounting firm engaged as our independent auditors. Specifically, in reappointing KPMG LLP as the Company’s independent registered public accounting firm for 2021, the Audit Committee considered, among other factors: KPMG LLP’s performance on prior audits; the quality, efficiency and cost of KPMG LLP’s services; KPMG LLP’s knowledge of the Company’s business and the banking industry; and overall relationship with the Audit Committee and management. (See “Proposal No. 3 —Ratification of Appointment of Independent Registered Public Accounting Firm—Principal Audit Fees and Services” for more information about the Audit Committee’s oversight of KPMG LLP’s audit and permissible non-audit fees.) In addition, the Audit Committee oversees our Internal Audit function, as well as other management functions including information technology and security (including cybersecurity). To the extent applicable, the committee also oversees the Company’s material litigation matters, regulatory enforcement actions, ethical compliance and other legal proceedings. The Audit Committee meets regularly in executive session with our independent auditor and our Chief Auditor (both separately and together), as appropriate. Responsibilities of Management, Independent Auditor and Internal Audit Management has the primary responsibility over the Company’s financial statements and the reporting process, as well as our internal controls. Our independent registered public accounting firm, KPMG LLP, is responsible for expressing an opinion on the conformity of our audited financial statements with U.S. generally accepted accounting principles, as well as an opinion on the effectiveness of our internal control over financial reporting in accordance with the requirements promulgated by the Public Company Accounting Oversight Board (the “PCAOB”). KPMG LLP has served as our independent auditor since 1994. Our Chief Auditor reports directly to the Audit Committee (and administratively to the CEO). Under his direction, our Internal Audit function is responsible for preparing an annual audit plan and conducting internal audits intended to evaluate the Company’s internal control structure and compliance with applicable regulatory requirements. Financial Reporting for 2020 The Audit Committee has reviewed and discussed with management its assessment and report on the effectiveness of our internal control over financial reporting as of December 31, 2020, which it made using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in “Internal Control — Integrated Framework (2013).” The committee also has reviewed and discussed with KPMG LLP its review and report on our internal control over financial reporting. Moreover, the Audit Committee has reviewed and discussed with management and the independent auditors the audited consolidated financial statements as of and for the year ended December 31, 2020. The Audit Committee discussed with the independent auditor the matters required to be discussed by PCAOB and the SEC. In addition, the Audit Committee received from the independent auditors the written disclosures and the letter required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence, including Rule 3526, Communication with Audit Committees Concerning Independence, and has discussed with the independent auditor the auditor’s independence from us and our management. In reliance on the reviews and discussions referred to above, the Audit Committee recommended to our Board of Directors that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, for filing with the SEC. This report is included herein at the direction of the members of the Audit Committee. AUDIT COMMITTEE Mary Miller (Chair) Richard Daniels Alison Davis Beverly Kay Matthews John Robinson COMPENSATION COMMITTEE REPORT This Compensation Committee Report shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Act or the Exchange Act, except to the extent that we specifically incorporate the information contained in the report by reference, and shall not otherwise be deemed filed under such acts. The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis set forth in this Proxy Statement. Based on this review and these discussions, the Compensation Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in our Annual Report on Form 10-K for the year ended December 31, 2020 and this Proxy Statement. This report is included herein at the direction of the members of the Compensation Committee. COMPENSATION COMMITTEE Garen Staglin (Chair) John Clendening Jeffrey Maggioncalda Beverly Kay Matthews COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATIONCompensation Committee Interlocks and Insider Participation During 2020,2021, the Compensation & Human Capital Committee performed all executive compensation-related functions of the Board, except for the approval of CEO compensation, which was approved by the independent members of the Board based on the Compensation & Human Capital Committee’s recommendation. See discussion above under “Board Committees—Committee Chairpersons/Membership, Responsibilities and Meetings” for additional information on the Compensation & Human Capital Committee. Mr. Becker does not participate in any of the Board or Compensation & Human Capital Committee discussions related to the evaluation of his performance or the recommendation or determination of his compensation. See descriptions of related transactions between us and each of the members of the Compensation & Human Capital Committee, if any, under “Certain Relationships and Related Transactions” below. None of the members of the Compensation & Human Capital Committee has ever been one of our officers or employees and none of our executive officers serves, or in the past fiscal year served, as a member of the board of directors or compensation committee of any entity that has one or more of its executive officers serving on our Board. 14 COMPENSATION FOR DIRECTORS Overview Our compensation for our non-employee directors is designed to be competitive with other financial institutions that are similar in size, complexities or business models. In addition, our director compensation is designed to be tied to business performance and stockholder returns, and to align director and stockholder interests through director ownership of the Company’s stock. The Compensation & Human Capital Committee (the “Comp/HC Committee”) oversees and approves our director compensation. In doing so, the CompensationComp/HC Committee reports to and, as appropriate, consults with, the full Board on all relevant matters. Our CEO, the only employee director on the Board, does not receive any payment for his services as a director. 20202021 Director Compensation No changes to our non-employeeDirector compensation is reviewed annually by the Comp/HC Committee with its independent compensation consultant based upon a market review. In April 2021, the Comp/HC Committee reviewed the director compensation structure, werewhich had been unchanged since 2018, for the 2021-2022 director term and made in 2020. the following changes, after taking into consideration peer and S&P 500 index company practices and pay levels: • Retainer Adjustments – adjusted each director’s annual equity and cash retainer awards as follows: ○ Equity Award Value – increased from $125,000 to $150,000 (except Board Chair, whose equity award value increased from $200,000 to $225,000); and ○ Cash Retainer – increased from $70,000 to $80,000 (for each non-employee director). • Risk, Credit and Governance Committee Membership Fees – increased from $8,000 to $12,000. • Credit and Governance Chairperson Fees – increased from $12,000 to $15,000. The Director’s Compensation Table below sets forth the current committee membership assignments, as well as the amounts earned or paid to each non-employee member of our Board of Directors during the year ended December 31, 2020.2021. Individual compensation reflects the base cash and equity compensation, as well as incremental committee chairperson and membership fees, as applicable. Each director (other than Ms. Burr) serves on at least one committee, ranging up to four committees (as in the case of Mr. Dunbar in 2020).three committees.   Name     2020 Board Committee Membership    Fees Earned or Paid in Cash   Stock Awards ($) (1)   Total       Board Committee Membership (2021 – 2022 Term)      Fees Earned or Paid in Cash ($)      Stock Awards ($) (1)      Total ($)                                                                                 Roger Dunbar (Board Chair)(2)   X       X   X   C    $   228,000     $   213,699     $   441,699   Roger Dunbar (Board Chair) (2)         X   X   C    221,000    240,532    461,532 Eric Benhamou         X   C   X      110,000       133,469       243,469           X   C   X    131,000    160,355    291,355 John Clendening     X   X            90,000       133,469       223,469   Elizabeth “Busy” Burr (3)                  36,164      67,449    103,613 Richard Daniels (3)   X                45,781       69,377       115,158   John Clendening (2)     X   X          104,000    160,355    264,355 Alison Davis (4)   X                88,329       118,829       207,158   Richard Daniels   X              105,000    160,355    265,355 Alison Davis   X     X          117,000    160,355    277,355 Joel Friedman         C   X   X      113,000       133,469       246,469           C   X   X    131,000    160,355    291,355 Jeffrey Maggioncalda     X   X            90,000       133,469       223,469       X   X          104,000    160,355    264,355 Beverly Kay Matthews   X   X              105,455       133,469       238,924     X   X         X    126,008    160,355    286,363 Mary Miller   C       X     X      135,000       133,469       268,469     C       X     X    149,000    160,355    309,355 Kate Mitchell       C     X   X      106,000       133,469       239,469         C     X   X    131,000    160,355    291,355 John Robinson   X     X       X      112,579       133,469       246,048   Garen Staglin     C       X   X      113,000       133,469       246,469       C       X   X    131,000    160,355    291,355   C – denotes Committee Chairperson (1) Values indicated for annual director equity awards reflect the fair value of restricted stock units based on the May 1, 2020 grant date closing stock price of $184.86,on the applicable grant date (May 3, 2021 ($564.63) for all directors other than Ms. Burr, and November 22, 2021 ($741.20) for Ms. Burr) rather than the equity award calculation methodology described below. Such values were computed in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718. As of December 31, 2020, Messrs. Benhamou, Friedman, Maggioncalda, Robinson and Staglin and Ms. Miller and Matthews each had 722 restricted stock units outstanding;2021: Mr. Dunbar had 1,156426 restricted stock units outstanding; Ms. DavisBurr had 663 restricted stock units outstanding; Mr. Clendening had 1,236 restricted stock units outstanding; Ms. Mitchell had 3,27491 restricted stock units outstanding; and Mr. Danielseach of the other non-employee directors had 226284 restricted stock units outstanding. (2) Stepped off AuditMessrs. Dunbar and Clendening will not stand for re-election at the Annual Meeting and their terms as members of the committees specified above will end at the Annual Meeting. During the 2022-2023 term, Ms. Matthews and Ms. Mitchell are expected to serve as the Board chairperson and Risk Committee in January 2021.chairperson, respectively, subject to their re-election. (3) JoinedMs. Burr joined the Board of Directors in October 2020 and received compensation on a pro-rata basis. (4) Joined the Board of Directors in May 2020November 2021 and received compensation on a pro-rata basis. 15 Elements of Director Compensation   Schedule of Annual Director Fees for 2021-2022 Term Compensation for our non-employee directors reflects a combination of cash (annual retainer fees and committee retainer fees) and equity (annual restricted stock unit awards), as outlined in the Schedule of Director Fees to the left. The chairpersons of the Board and each committee are also entitled to annual chairperson fees. Additionally, directors are eligible for reimbursement for their reasonable expenses incurred in connection with attendance at meetings or the performance of their director duties in accordance with Company policy.   Director Fee    $70,00080,000   Chairperson Fees    $90,000, Board   Fees    $20,000, Audit Committee $15,000, Compensation, Finance and Risk Committees $12,000, Credit and Governance CommitteesAll other committees   Committee  Member Fees    $25,000, Audit Committee   Member Fees    $12,000, Compensation and Finance CommitteesAll other committees $8,000, Credit, Governance and Risk Committees   Equity Award    $200,000225,000 (Board Chair) and $125,000$150,000 (all other directors) in restricted stock units Compensation for our non-employee directors reflects a combination of cash (annual retainer fees and committee retainer fees) and equity (annual restricted stock unit awards), as outlined in the Schedule of Director Fees to the left. The chairpersons of the Board and each committee are also entitled to annual chairperson fees. Additionally, directors are eligible for reimbursement for their reasonable expenses incurred in connection with attendance at meetings or the performance of their director duties in accordance with Company policy. Director Equity Compensation Our annual equity retainer awards are typically granted to directors in the form of restricted stock units. The awards are approved by the CompensationComp/HC Committee and are granted shortly after the Company’s annual meeting of stockholders. The awards vest in full upon the completion of the annual director term on the date of the next annual meeting. The determination of the number of shares to be granted to directors is based on the 30-day average stock price from the date of grant, rounded to the nearest dollar. New directors that join the Board during the annual director term receive a pro-rated award. For 2020,2021, the Board Chair and each other director (except Ms. Davis and Mr. Daniels)Burr) were each granted 1,156426 and 722 shares, respectively, of our Common Stock on May 1, 2020, based on the 30-day average284 restricted stock price of $173.00.units, respectively. Ms. Davis and Mr. Daniels,Burr, who joined the Board in May and October 2020, respectively, wereNovember 2021, was granted a pro-rated award of 663 and 226 shares, based on the 30-day average91 restricted stock price of $179.00 and $277.00, respectively.units. Deferred Equity Non-employee directors may irrevocably elect an irrevocable deferral ofto defer the settlement of restricted stock unit awards until the earliest of: (i) a specific future settlement date that meets the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, (ii) separation from service, (iii) a change in control, (iv) death, or (v) disability. Ms. MitchellMessrs. Daniels and Staglin each elected to defer the settlement of her 2020his 2021 equity grant. Equity Plan Limits Applicable to Directors Equity grants to directors are subject to the terms of our 2006 Equity Incentive Plan, as amended and restated, including the following limitations (as provided under the plan):   No non-employee director may be granted, in any fiscal year, awards covering shares having an initial value greater than $500,000.   Annual director grants may become fully vested no earlier than the last day of the director’s then current annual term of service, subject to certain limited exceptions as provided under the plan. Determination of Director Compensation Each year, the CompensationComp/HC Committee, together with its independent compensation consultant, conducts a comprehensive review of director compensation, taking into consideration our overall compensation philosophy, as well as competitive compensation data from the Company’s Peer Group for the applicable year and other relevant and comparable market data and trends. The committee reviews, on at least an annual basis, each of the various pay components, the form and amount of payment, as well as the cash/equity compensation mix. Based on such review and any recommendations from its independent compensation consultant, the CompensationComp/HC Committee may make changes to director compensation to the extent it deems appropriate. Director Equity Ownership Guidelines Under the current equity ownership guidelines for our non-employee directors, each non-employee member of the Board of Directors is expected to hold, within five years of becoming a director, shares of our Common Stock that have a minimum value equivalent to 600% of his or herthe annual director cash retainer fee.fee (currently $80,000) for directors other than the Board Chair, who must satisfy the requirement with respect to $170,000. The CompensationComp/HC Committee is responsible for setting and periodically reviewing the equity ownership guidelines. Equity ownership requirements fornon-employee directors are established based upon a competitive review and subsequent recommendations by the committee’s independent compensation consultant. The Governance Committee is responsible for overseeing director compliance with these guidelines and reviews directors’ holdings on a quarterly basis. Any exceptions to meeting the guidelines due to personal financial or other reasons are reviewed and determined by the Governance Committee. As of December 31, 2020,2021, all non-employee directors had attained the applicable ownership requirements or otherwise remained on target to meet such requirements within the established compliance time frame. 16 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSCORPORATE GOVERNANCE MATTERS Corporate Governance We are committed to having sound corporate governance practices, as governed by our organizational documents, as well as our Corporate Governance Guidelines and other applicable policies. Our practices are important to how we manage our business and to maintain our integrity in the marketplace. In setting our practices, we balance our corporate and stockholder interests, as well as applicable market practices and trends. Our Corporate Governance Guidelines set forth a framework for our Company with respect to specific corporate governance practices. The guidelines are reviewed at least annually by the Governance Committee, as well as amended from time to time to continue evolving our practices. A copy of our guidelines is available at www.svb.com under “About Us—Investor Relations—Governance.” Stockholder Rights The Company’s charter documents provide our stockholders with important rights or other features, including: Ability to act by written stockholder consent; • Proxy access (see “Meeting and Other Information - Stockholder Proposals and Director Nominations”); One single voting class; • Majority voting standard for director elections (see “Meeting and Other Information - Majority Vote Standard”) We do not have cumulative or supermajority voting requirements, nor do we have a “poison pill” in effect. Communications with the Board Individuals who wish to communicate with our Board may do so by sending correspondence to the attention of the Board (or committee, chairperson or individual director) to: Corporate Secretary SVB Financial Group 3003 Tasman Drive Santa Clara, California 95054 Email: CorporateSecretary@svb.com Telephone (408) 654-7400 Code of Conduct A copy of our Code of Conduct, which applies to all of our directors, executives and U.S. employees, including our senior financial officers, is available on our website at www.svb.com under “About Us—Investor Relations—Governance,” or can be obtained without charge by any person requesting it from the Corporate Secretary at the contact information above. Violations or suspected violations of the Code of Conduct, including matters involving ethics, discrimination or harassment, may be reported through multiple channels, including to any member of our Executive Committee or the Chair of the Audit Committee. Additionally, anonymous and confidential reports of unethical conduct can be made through our “Ethics Point” Hotline, which may be accessed from the internet or by calling a toll-free number and is available 24 hours a day, seven days a week. We intend to disclose any waivers from our Code of Conduct granted to our directors, executive officers or senior financial officers, and any substantive changes to our Code of Conduct by posting such information on our website. No such waivers or substantive changes were made during fiscal year 2021. Political Activities Our corporate responsibility includes participation in the political and public policy process, specifically in areas that impact the innovation economy and the banking industry, as well as our clients, stockholders, employees and communities. It is important that we engage with legislators and policymakers, where appropriate, and support initiatives to advocate constructively for the long-term interests of our business and our key constituents. Our political activities are subject to the oversight of our Governance Committee, which recognizes the importance of appropriate governance and risk management of our corporate political activities, and reviews our activities for alignment with our business, strategy and corporate values, as well as compliance with applicable laws and regulations. Political contributions are made primarily through a federal Political Action Committee that is non-partisan and employee-funded. Political contributions utilizing corporate funds are limited and subject to restrictions and disclosure pursuant to our policies. For more information, see our “Statement on Political Activities,” which may be found on our website. 17 Certain Relationships and Related Transactions Related Party Transactions Policyand Insider Loan Policies Our policy on We maintain written policies and procedures governing transactions with related persons (directors, director nominees, executive officers, holders of more than 5% of our common stock, and any of their immediate family members or affiliated entities (“Related Parties”) (“related party transactions (“Related Party Policy”transactions”) governs transactions involving us. Generally, these policies and certain related persons that are required to be disclosed under Item 404 of SEC Regulation S-K. We regularly monitor our business dealings and those of our directors and executive officers, as appropriate, to determine whether any such dealings would constitute a related party transaction under the Related Party Policy. Generally, under the policy,procedures cover any transaction, arrangement or relationship will be considered an interested transaction subject to the review or approval of the Audit Committee if:in which: (i) we are a participant in the transaction; (ii) the aggregate transaction amount involved will or may be expected to exceed $120,000 in any calendar year; and (iii) a related person or party has or will have a direct or indirect material interest in the transaction. The following persons are considered “Related Parties” underWe also maintain written policies and procedures governing loan transactions with insiders (directors, executive officers and principal stockholders) and their related interests, pursuant to the Related Party Policy: (i) any director or executive officerapplicable requirements of Regulation O of the Company; (ii) any nominee for director of the Company; (iii) any holder of more than 5% of our Common Stock; and (iv) any immediate family member of any of the above. We have implemented a framework to help identify (and report to the Audit Committee as appropriate) related party transactions, which may include, from time to time, loan transactions by the Company or the Bank, investment transactions, or other business transactions involving us or our subsidiaries.Federal Reserve Act (“insider loans”). The Audit Committee has primary responsibility for reviewing our related party transactions as well as certain related party loan transactions as described below,and insider loans for potential conflicts of interest and approving them (or denying approval, as the case may be). The Audit Committee’s approval may be granted in advance, ratified, or delegated to the committee chairperson or other member. Additionally, the Governance Committee takes into consideration related party transactions and insider loans involving our directors as part of its annual director independence review. Insider Loan Policy We also have Further, in place a policy that permits the Bank to make loans (“Insider Loans”) to directors, executive officers and principal stockholders of the Bank or its affiliates and the related interests of those Insiders (“Insiders”), pursuant to the applicable requirements ofaccordance with Regulation O, of the Federal Reserve Act (“Regulation O”). Insider Loans qualify for an exemption from Section 402 of the Sarbanes-Oxley Act of 2002, as theyinsider loans are made by the Bank and subject to Regulation O. The Insider whose credit extension is subject tofull Board approvalapproval; directors are prohibited from voting on any transaction in which they may not participate either directly or indirectly in the voting to approve such extension of credit.have an interest. Related Party Transactions Ordinary Course Loan Transactions Except as described below, during 2020,During 2021, the Bank made loans to Related Parties, including certain companies in which certain of our directors or their affiliated venture funds are beneficial owners of 10% or more of the equity securities of such companies, that were (i) in the ordinary course of business, (ii) on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons, and (iii) not involving more than the normal risk of collectability or present other unfavorable features. Employee Matters SVB maintains a series of employee-funded investment funds known as Qualified Investors Funds (“QIFs”), which invest employees’ own capital in certain funds, including certain SVB Capital funds. We pass on the cost of external expenses to the QIF participants and do not charge a management fee. Participating employees must meet certain eligibility qualifications pursuant to applicable regulatory requirements. Of our executive officers, Messrs. Beck, Becker, Cadieux, China, Cox, Descheneaux, and Zuckert and Ms. Draper have each made commitments to QIFs in aggregate commitment amounts ranging from $50,000 to $1,525,000 depending on the number of QIF funds they participate in. Vendor Arrangements Cachematrix, a cash management platform provider for the Bank’s Cash Sweep Program, is controlled by BlackRock, Inc., which, together with its affiliates, isowns greater than 5% owner of our outstanding voting securities. In 2020,2021, we paid fees totaling approximately $730,000$706,674 to Cachematrix. Additionally, we offer certain BlackRock investment funds, among other third-party investment funds, under our Cash Sweep Program. In connection with offering BlackRock funds in our Cash Sweep Program, we earned $37.0approximately $30.0 million in fee sharing and related revenue for 2020.2021. Client investments in the Cash Sweep Program are initiated and directed by clients themselves. In addition, The Vanguard Group, which, together with its affiliates, is aowns greater than 5% owner of our outstanding securities, is the record-keeper and trustee of our 401(k) and Employee Stock Ownership Plan, as well as the record-keeper of our Deferred Compensation Plan. Fees relating to these services rendered for the fiscal year 20202021 totaled approximately $306,000.$322,391. 18 ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) OverviewESG Program Governance We workThe Board of Directors has delegated primary oversight of our ESG practices to the Governance Committee. The Governance Committee oversees, through periodic updates from management, our ESG initiatives, performance on ESG topics and stakeholder engagement activities. The full Board and other of its committees also receive updates on ESG-related matters. From a management perspective, our ESG program governance includes executive oversight, dedicated program management and a commitment to transparency and accountability. Our ESG program is led by our Chief Marketing and Strategy Officer, with smallappropriate alignment and large businessesinvolvement from the Chief Executive Officer, other executive leaders and cross-functional management support. Our ESG Program Office, under the leadership of the Head of Corporate Social Responsibility, is responsible for implementing ESG programs, processes and policies and partners across the innovation economy. organization to integrate ESG opportunities and risk management into the way we do business. Our mission isCommitment to increase the probability of our clients’ success, and we are dedicated to supporting all our stakeholders in the global communities in which we operate. ESG For more than 35nearly 40 years, we have helped the world’s most innovative companies and their investors move bold ideas forward fast. Our ability to make a difference is magnified by the outsized impact our clients often make. They develop incredible solutions — such as vaccines and therapies, clean water for poor nations and funding sources for microbusinesses — and they create jobs around the world. Now more than ever, we strive to be agents of positive change and take care of our employees, our clients, our shareholders, our communities and our environment. By focusing on the things that matter,what matters most to our stakeholders, we more effectively manage our environmental, social and governance (“ESG”) impacts while continuing to help the innovation economy grow. OurThis includes our dedication to expanding our commitment and investments to create a more diverse, equitable and inclusive company culture and innovation ecosystem, highlighted in our latest Diversity, Equity & Inclusion report. As described in our 2021 Corporate Responsibility Report, we are currently focused on advancing seven ESG program focuses on creating value through the following areas: governance, sustainable finance, diversity, equitystrategic initiatives: 1.     Engaging and empowering employees     5.     Providing access to affordable housing 2.     Promoting diversity, equity and inclusion (“DEI”) at SVB     6.     Financing environmentally sustainable solutions 3.     Championing DEI in the innovation economy     7.     Practicing responsible corporate governance 4.     Supporting our communities     The contents of our website referenced in this section (including reports and inclusion (“DEI”), engaging and empowering employees, our hallmark Access to Innovation program for underrepresented individuals, philanthropy, employee giving and volunteerism and investmentother disclosures) are not deemed incorporated by reference in affordable housing.this Proxy Statement. ESG Highlights We continue to improve and expand our ESG initiatives by assessing our practices against industry best practices, incorporating stakeholder feedbackprogram and actively participating in and advocating for the causes that matter most todisclosures. This summary reflects selected highlights of our various stakeholders.ESG efforts during 2021, unless otherwise indicated, and is not an exhaustive list. See below for details on where you can find additional ESG disclosures. Areas of 2020 FocusEnvironmental The devastating effects of the COVID-19Climate pandemic and failures to address systemic inequality in our society have highlighted the importance of sharpening our focus on how our business impacts individuals, groups and communities around the world. As further described below, our key ESG accomplishments in 2020 included: Heightened focus on supporting our employees, clients and communities through the COVID-19 pandemic, including by expanding employee benefits, implementing payment deferral and other programs to assist our clients and providing support to local, regional and global COVID-19 relief efforts; Expanded efforts to advance our DEI initiatives, including enhancing our disclosures by publishing our first Diversity, Equity and Inclusion Report, increasing the diversity of our Board and hiring our first Chief Diversity Officer; •   Greater transparencyWe made progress on identifying the societal, ecological and economic risks and opportunities of climate change to our business and integrating them into our business strategy and risk management. We are committed to disclosing and continuing to evolve our climate strategy in line with the recommendations of the Financial Stability Board’s Task Force on Climate-Related Financial Disclosures (TCFD) and published our first TCFD Report. • We are actively pursuing climate-driven opportunities through our Climate Tech and Sustainability Banking and Project Finance business lines, which focus on disruptive technologies that support the transition to a low-carbon economy, including renewable energy project finance. • In January 2022, SVB committed to provide at least $5 billion in loans, investments and other financing by 2027 to support sustainability efforts. We also signed on as a member of the Risk Management Association’s Climate Risk Consortium with nearly 20 other banks. Social COVID Relief • We continued to support our employees by further expanding employee benefits, including offering mental health support, technology, equipment and utility stipends. • We continued to facilitate Small Business Administration loans via the Paycheck Protection Program (“PPP”), providing approximately $2.3 billion in relief to our clients in 2020 and 2021. 19 • We distributed more than $10 million to local, regional and global COVID-19 relief efforts, along with DEI-related scholarships in 2020 and 2021. The distributions were funded in part by our 2020 donation to the SVB Foundation of $20 million in net fees generated from the PPP. DEI • We enhanced our workplace diversity disclosures, including providing more detailed metrics on the racial and gender representation of our Board, senior leadership and workforce, publishing an updated DEI Report and, for the first time, released our US EEO-1 Report and a new UK Branch Gender Pay Gap Report. • We increased our Board’s diverse representation with the addition of a new director. • We established Employee Resource Groups to unite diverse groups of employees to build community, enhance career development, and contribute to professional and personal development. • We committed $50 million over five years, beginning in 2021, to impact women, Black and Latinx founders, investors and professionals in the innovation economy through the Access to Innovation program, our signature program to increase funding and representation at all levels in the innovation economy. • We also committed to expanding our corporate supplier annual spend with businesses owned or led by members of historically underserved communities to at least 8% by 2026. • We engage on key issues impacting underrepresented groups from time to time, most recently regarding the disturbing increase in anti-Asian hate crimes. • We promote experiential DEI learning and skill-building, through formal training courses and on-demand resources designed to address bias, systemic racism and social oppression, as well as promote allyship and inclusive behaviors. Community • We continued our commitment to supporting the communities in which we live and work through investment in affordable housing projects. To date, our Community Development Finance division has committed approximately $1.1 billion in investments and almost $1.6 billion in loans to help build or rehabilitate close to 10,000 affordable-housing units in the San Francisco Bay Area. • We met our annual, aspirational goal of giving 1% of our net income to charitable causes in 2021 by donating more than $18 million via our various philanthropic programs. We also aspire to give 1% of full-time employee time via volunteering and introduced a new benefit to provide one volunteer day to each employee annually. • The SVB Foundation granted more than $1.6 million to organizations in our community. • We launched a University Scholarship program to fund approximately 25 full-ride scholarships and SVB internships for students in need at four US-based universities. • We announced a five-year, $11.2 billion community benefits plan, in connection with the acquisition of Boston Private, to provide financial support to low- and moderate-income (“LMI”) communities in California and Massachusetts. From January 2022 through December 2026, SVB’s $11.2 billion commitment will provide financial support to these LMI communities, with a particular emphasis on communities of color, through small business loans, Community Reinvestment Act community development loans and investments, residential mortgages and charitable contributions. Governance Disclosures • Increased ESG reporting and disclosures, including our first TCFD report and World Economic Forum Stakeholder Capitalism (“WEF”) disclosure, in accordance withaddition to continued reporting against the Sustainability Accounting Standards Board (“SASB”SASB”) framework and our first CDP response;survey. Enhanced ESG governance framework, including formalization of our ESG Program Office; andGovernance Initiation of work to evaluate and address our climate risks and opportunities. • We enhanced our ESG governance framework by, among other means, formalizing additional management committees to address ESG-related risk and opportunities, including a Climate Risk Working Group and the addition of a director of climate risk and strategy. 20202021 Recognitions We are proud of the recognition our ESG-related initiatives received in 2020.2021. For the thirdfourth consecutive year, we were included in Bloomberg’s Gender-Equality Index, which tracks the financial performance of public companies committed to supporting gender equality through policy development, representation, and transparency. We were also included in the 2021 rankings of America’s Most JUST Companies, Newsweek’s list of America’s Most Responsible Companies. ESG GovernanceCompanies, and Reporting Our ESG program is under the primary oversightBay Area Business Journal’s list of our Governance Committee. We review and discuss our strategy, goals, practices and performance with the committee, which also receives management updates on our progress, ratings, disclosures and stakeholder engagement. At the executive management level, our ESG program is led by our Chief Marketing Officer, supported by a dedicated ESG Program Office established in 2020, with appropriate alignment and involvement from the Chief Executive Officer, other executive leaders and cross-functional management support. We have enhanced transparency around our performance on material ESG issues, with expanded ESG disclosures on our company website. In 2020, in addition to publishing our annualTop Corporate Social Responsibility report, for the first time, we published a disclosure in accordance with the SASB, a CDP response and a DEI Report. These new disclosures include details on our operational greenhouse gas emissions, sustainable finance activities, workforce diversity and Board diversity. We will continue to enhance and evolve our disclosures, taking into consideration industry practices and stakeholder expectations. EnvironmentalPhilanthropists.   20 •   Sustainable Finance.    Our leadership position within the innovation economy enables us to finance the growth of companies that are designing efficient and sustainable solutions in response to climate change. Our Hardware and Frontier Technology teams work with clients transforming the transportation sector and provide research and insights on topics such as the future of mobility. SVB’s Energy and Resource Innovation (“ERI”) and Project Finance teams work with more than 500 clients in the energy and resource sectors, supporting clean tech innovation. In 2020, our Project Finance team financed more than 3,750 megawatts of clean energy projects and 1,200 megawatts of renewable energy equipment, which led to more than 4,250,000 metric tons of annual carbon dioxide avoided. • Operational Environmental Impact.    We are taking steps to monitor and reduce the greenhouse gas emissions and other environmental impacts of our own operations. In 2020, we conducted our first greenhouse gas emissions inventory according to the guidelines of the Greenhous Gas Protocol and completed our inaugural CDP response. We also launched our Green Team, an employee-driven group composed of members who are passionate about sustainability and the environment. Their mission is to inform, raise awareness and champion our company’s green practices, initiatives and individual climate impact, and includes educating other employees, sharing resources and creating a culture that enables employees to make a positive impact on the planet. Additional information about our efforts to reduce waste, water and energy at our offices can be found in our 2020 Corporate Social Responsibility Report. • Managing Climate Risk.    In 2020, we increased our focus on managing climate and environmental risk, largely through the efforts of our Enterprise Risk Management team and ESG Program Office. We are assessing our approach to managing the physical and transition risks of climate change, considering the unique profile of our client portfolio, as well as the recommendations of the Task Force on Climate-related Financial Disclosures (“TCFD”) and other applicable guidance. SocialWhere You Can Find More Information • COVID-19 Response.    In 2020, we responded to the global COVID-19 pandemic by supporting our employees, clients and communities in a variety of ways. ○ Among our highest priorities in 2020 was the safety, well-being and stability of our employees during the pandemic. We focused on providing employee support to address work, life, financial and health-related issues. This included new programs and benefits to ease work-from-home challenges and address the medical and other support needs of those directly impacted by COVID-19. Examples include mental health support, technology, equipment and utility stipends, and a commitment to retain our incentive compensation packages. ○ To support our clients in 2020, we implemented three- to six- month payment deferral programs for clients, ultimately providing payment relief for $2.1 billion of venture debt loans, $204 million of Private Bank loans and $595 million of Premium Wine loans. We also facilitated $1.8 billion in Small Business Administration loans via the Paycheck Protection Program (“PPP”) and are currently participating in the second round of the PPP. In the United Kingdom, we participated as an accredited lender under the Coronavirus Business Interruption Loan Scheme (“CBILS”) as well as the Coronavirus Large Business Interruption Loan Scheme (“CLBILS”). ○ In 2020, we donated more than $12.5 million to not-for-profit causes. Of that, we donated $5.5 million to support local, regional and global COVID-19 relief activities focused on three areas: health, food security and shelter, and small business relief. This includes corporate contributions to global, national and regional charities, direct community-based giving and a 3:1 match for employees’ donations to relevant causes. During the fourth quarter of 2020, we donated an additional $20 million of fees (net of costs incurred) received from the PPP to the SVB Foundation to distribute to diversity and community causes over the next two years.      Visit www.svb.com/covid-relief for the most up-to-date information on our pandemic response efforts. • Diversity, Equity and Inclusion (“DEI”).    We are committed to advancing diversity, equity and inclusion both internally and in the broader innovation ecosystem. Our DEI program is led by our new Chief Diversity Officer, supported by an executive-led DEI Steering Committee and an employee advocacy network. We take a multipronged approach to creating a diverse and inclusive workplace that includes employee awareness programs and resource groups, regular training and educational opportunities, fair pay analysis, leadership development, hiring outreach programs and strategic partnerships. We have set goals to increase diversity among senior leaders to 56% by 2025 and to achieve gender parity in senior leadership by 2030. Our Governance Committee continues to emphasize diversity in its director recruitment efforts, and in 2020, we increased our Board’s diverse representation with the addition of two new directors. Please see “Director Nominees, Selection, Diversity and Other Information” for additional information about our commitment to Board diversity. In 2020, we also published our first DEI Report, in which we disclosed metrics on the racial and gender representation of our Board, senior leadership and workforce, as well as DEI strategy commitments and supporting policies and initiatives. In 2020 (and continuing in 2021), we conducted quarterly DEI-focused “town hall” meetings designed to increase engagement on these topics between employees and executive management. This includes sharing updates and progress on our DEI initiatives and encouraging engagement around creating a more inclusive and equitable workplace and innovation ecosystem. • Racial & Social Equity.    The calls to end systemic racial and social inequities following the murder of George Floyd in May 2020 had a profound global impact. We responded by expanding opportunities for dialogue, including hosting over 40 small group “Conversation Circles” in which over two thirds of our employees participated in discussions about racial equity issues. Our DEI-focused “town hall” meetings for employees were in response to our recognition of the need for greater transparency and dialogue around the racial representation of our workforce and the innovation ecosystem. Additionally, we provided opportunities for action, mobilizing our employees and clients to join in community service through Tech Gives Back, a week of volunteer events focused in part on racial equity, social justice and access to the innovation economy. We also partnered with Act One Ventures to launch The Diversity Term Sheet Rider for Representation at the Cap Table initiative, which advocates for venture capital firms to include in all of their term sheets a pledge to bring members of underrepresented groups into deals as co-investors. • Access to Innovation.    Our signature DEI program to engage and impact our ecosystem, Access to Innovation, is dedicated to creating opportunities for underrepresented groups across the innovation economy. It was launched in 2017, and today we are building educational and employment pathways to nurture talent from early to advanced career stages and expanding connections, professional development and funding opportunities for Black, Latinx and women founders and venture capital investors. We have hired from and partnered with various organizations promoting underrepresented talent, including Valence, a marketplace and community for Black professionals, Year Up, an organization providing intensive, one-year programs for young adults, and Career Ready, an organization in the United Kingdom that links schools and colleges with employers to help young people prepare for the working world. We further enable access to the innovation ecosystem via engagement with our client companies and through funding and partnerships. For example, in 2020, we partnered with our client, Valence to provide talent recruitment opportunities for 2,000 of our clients. • Affordable Housing.    We are committed to supporting the communities in which we live and work through investment in affordable housing projects. To date, our Community Development Finance Division has committed approximately $850 million in investments and more than $1.4 billion in loans to help build or rehabilitate 9,472 affordable-housing units in the San Francisco Bay Area. These homes are designed for low- and moderate-income working families, seniors, veterans, people with disabilities and those who are chronically homeless. • SVB in the Community.We also support our communities through philanthropy and volunteering.    As part of the Pledge 1% movement, we set an annual, aspirational goal of giving 1% of our FTE time and net income to charitable causes. We met this goal in 2020 by donating more than $12.5 million via our various philanthropic programs, $5.5 million of which went to support local, regional and global COVID-19 relief activities. Our programs include an annual employee match, through which we match employee financial donations up to $2,000 as well as reward volunteer time up to $1,000 per employee. Additionally, the SVB Foundation, our non-profit charitable foundation, makes grants to community organizations and causes in which employees volunteer or are involved. As part of our efforts in 2020, we launched our Missions Program, a software platform designed to engage employees to act in support of the causes they care about most such as voter education and racial justice and equity. During the fourth quarter of 2020, we also donated $20 million of fees (net of costs incurred) received from the PPP to our SVB Foundation to distribute to charitable causes over the next two years. Governance • Corporate Governance.    Strong corporate governance practices support our overall effectiveness and enable us to manage our business and maintain our integrity in the marketplace. We believe strong governance is required at all levels, from the Board of Directors to executive management and throughout our Company. For more information about our governance practices, see “2020 Performance and Proxy Statement Summary – Annual Meeting and Proxy Statement Information” and “Board of Directors and Corporate Governance – Corporate Governance and Board Matters.” • Political Activities – Our corporate responsibility includes participation in the political and public policy process, specifically in areas that impact the innovation economy and the banking industry, as well as our clients, stockholders, employees and communities. It is important that we engage with legislators and policymakers, where appropriate, and support initiatives to advocate constructively for the long-term interests of our business and our key constituents. Our political activities are subject to the oversight of our Governance Committee, which recognizes the importance of appropriate governance and risk management of our corporate political activities, and reviews our activities for alignment with our business, strategy and corporate values, as well as compliance with applicable laws and regulations. Political contributions are made primarily through a federal political action committee that is non-partisan and employee-funded. Political contributions utilizing corporate funds are limited and subject to restrictions and disclosure pursuant to our policies. For more information, see our “Statement on Political Activities,” which may be found on our website. The above summary reflects selected highlights of our various ESG efforts and is not an exhaustive list. For more information about the above highlights andIn 2021, we expanded our ESG efforts (including accessdisclosures consistent with our longstanding commitment to transparency and accountability. You can find our 2020 Corporate Social Responsibility Report and 2020 Diversity, Equity and Inclusion Report), please see ourkey ESG disclosures on our website under “About Us—Living Our Values,” which we expanded in 2020.including our: • 2021 Corporate Responsibility Report • DEI reporting, including 2021 DEI Report, 2020 EEO-1 Report and 2020 UK Branch Gender Pay Gap Report • Climate reporting, including 2021 TCFD Disclosure, 2021 CDP Response and GHG inventory in accordance with the Greenhouse Gas Protocol • Additional reporting, including 2021 SASB Disclosure and 2021 World Economic Forum Disclosure. 21 EXECUTIVE OFFICERS AND COMPENSATION INFORMATION ON EXECUTIVE OFFICERS Our executive officers perform policy-making functions for us within the meaning of applicable SEC rules. They may also serve as officers of the Bank and/or our other subsidiaries. There are no family relationships among our directors or executive officers. In light of the evolution of our business structure, strategic direction and growth of our business (including recent acquisitions), we reassessed and restructured the designation of our executive officers based on the leadership roles within our current organization. The following information outlines the name and age of each of our executive officers, as of the date of this Proxy Statement, and his or her principal occupation with the Company, followed by his or her biography below:   Name      Age       Principal Occupation Greg Becker      53 54     President and Chief Executive Officer Dan Beck      48 49       Chief Financial Officer Marc Cadieux 54 Chief Credit Officer John China 55 President, SVB Capital Philip Cox      54 55       Chief Operations Officer Michael Descheneaux      53 54       President, Silicon Valley Bank Michelle Draper      53 54       Chief Marketing and Strategy Officer Christopher Edmonds-Waters      58 59       Chief Human Resources Officer Laura Izurieta      60 61       Chief Risk Officer Michael Zuckert      62 63       General Counsel Executive Biographies Greg Becker’sbiography can be found under “Proposal No. 1—Election of Directors” above.   Dan Beck,Chief Financial Officer, joined us in June 2017 and is responsible for our finance, treasury and accounting functions. Before joining the Company in 2017, Mr. Beck served as the Chief Financial Officer for Bank of the West, a subsidiary of BNP Paribas Group, from June 2015 to May 2017 and as Executive Vice President and Corporate Controller from June 2008 to June 2015. Prior to his tenure at Bank of the West, Mr. Beck held various finance and accounting roles with Wells Fargo Bank, the Federal Home Loan Mortgage Corporation, E*TRADE Financial Corporation and Deloitte & Touche LLP. Mr. Beck holds a Bachelor’s degree in Accounting from Virginia Commonwealth University and a Bachelor’s degree in Biology from Virginia Polytechnic Institute and State University.   Marc Cadieux, Chief Credit Officer, oversees our credit administration function. Mr. Cadieux joined us in 1992 and has held a variety of positions of increasing responsibility in the areas of credit administration, business development and relationship management during his tenure with the Company. Mr. Cadieux was previously the Division Risk Manager for SVB’s Eastern Division, where he was responsible for overseeing our commercial lending activities in the United States, Canada, the United Kingdom and Israel. Mr. Cadieux was appointed as Assistant Chief Credit Officer in 2009 and was later appointed as Chief Credit Officer in 2013. Prior to joining the Company, Mr. Cadieux held several credit-related positions with Pacific Western Bank and Bank of New England. Mr. Cadieux holds a Bachelor’s degree in Economics from Colby College. John China, President of SVB Capital, oversees the growth of our funds management business as well as our Early Stage and Family Office practices. Mr. China joined us in 1996 as Senior Relationship Manager and has since held a variety of positions with the Company, including Head of Venture Capital Management and Head of Venture Capital and Private Equity division. Mr. China was appointed as the Head of Relationship Management in 2010, Head of Relationship Banking in 2014, and Head of Technology Banking in 2017, prior to his appointment to his current role in 2019. Mr. China is a member of the boards of DEMO; H2 Global, a digital industry leadership network; BUILD, a nonprofit organization dedicated to educating under-resourced youth through entrepreneurship, and Meals on Wheels San Francisco; and the advisory boards of Alpha Club, a networking community of founders, CEOs and technology influencers, and York Butter Factory, an Australian coworking and startup incubator space. Mr. China holds a Bachelor’s degree in Industrial Engineering from Stanford University. Philip Cox, Chief Operations Officer,is responsible for our core operations, enterprise project management, client service and information technology teams. Mr. Cox joined us in 2009 as Head of UK, Europe & Israel, and was appointed Head of Europe, Middle East and Africa and President of the UK Branch in 2012, where he was focused on the international development of our business and was responsible for our UK Branch, prior to his appointment to his current role in 2019. Prior to joining the Company, Mr. Cox was Head of Commercial Banking at the Bank of Scotland in London, a division of Lloyds Banking Group (2008-2009) and the Chief Executive Officer of Torex Retail PLC (2005-2008). Prior to his tenure at Torex Retail PLC, Mr. Cox spent approximately 23 years with NatWest/RBS Group in a variety of positions, including Managing Director of Transport and Infrastructure Finance, Regional Managing Director of the North of England Region and the same position for the South West and Wales business. Mr. Cox is a member of the Chartered Institute of Bankers (UK) and the Association of Corporate Treasurers (UK).   Michael Descheneaux,  Descheneaux, President, Silicon Valley Bank,oversees the Company’s global commercial bank, private bank and funds management businesses, as well as credit administration. Mr. Descheneaux joined us in 2006 as Managing Director of Accounting and Financial Reporting, and was appointed as Chief Financial Officer in 2007, where he was responsible for all our finance, treasury,accounting and legal functions, as well as our funds management business until he assumed his current role in2017. Prior to joiningthe Company, Mr. Descheneaux was a managing director of Navigant Consulting (2004-2006) and held various leadership positions with Arthur Andersen (1995-2002). Mr. Descheneaux holds a Bachelor’s degree in Business Administration from Texas A&M University. He is also a certified public accountant, as well as a member of the Texas State Board of Public Accountancy.     22 Michelle Draper, Chief Marketing and Strategy Officer,is responsible for leading the corporate strategy, marketing, R&D and execution of our global marketing initiatives.client capabilities to best serve clients and drive business results. Prior to joining us in 2013, Ms. Draper held various senior-level marketing positions at Charles Schwab & Co. from 1992-2013,(1992-2013), including as Senior Vice President of Institutional Services Marketing, where she oversaw advertising, brand management and other key marketing strategies. Prior to that, Ms. Draper also served as a director of Investor Services Segment Marketing and Vice President of Advisor Services Marketing Programs, developing marketing strategies for both the retail and institutional sides of the Charles Schwab business. Ms. Draper holds a Bachelor’s degree in Journalism from California Polytechnic State University – San Luis Obispo, as well as Series 7 General Securities Representative and Series 24 General Securities Principal licenses.   Christopher Edmonds-Waters, Edmonds-Waters, Chief Human Resources Officer,oversees our human resources function, which includes our compensation, global mobility, recruiting and learning and development functions. Mr. Edmonds-Waters joined us in 2003 as Director of Organization Effectiveness and was appointed to his current role in 2007. Prior to joining the Company, Mr. Edmonds-Waters held various senior-level human resources positions at Charles Schwab & Co. from 1996-2003(1996-2003) and began his career at Macy’s California where he held various merchandising as well human resources roles. Mr. Edmonds-Waters holds a Bachelor’s degree in Intercultural Communications from Arizona State University and a Master’s degree in Human Resources and Organization Development from the University of San Francisco.   Laura Izurieta,Chief Risk Officer,is responsible for leading our enterprise-wide risk management, corporate compliance and regulatory functions. From 2000 until joining the Company in 2016, Ms. Izurieta held various roles of increasing responsibility at Capital One, including Vice President of Corporate Reputation and Governance, Vice President of Capital One Home Loans and Vice President of Information Technology, and most recently Executive Vice President and Chief Risk Officer, Retail and Direct Bank. Prior to her tenure at Capital One, Ms. Izurieta also held positions at Freddie Mac and Bank of America. Ms. Izurieta holds a Bachelor’s degree in Business Administration from Towson University and a Master’s degree in Applied Behavioral Science from John Hopkins School of Business.   Michael Zuckert,General Counsel,is responsible for all our legal and government affairs matters. Prior to joining the Company in 2014, he served in a wide range of legal positions within the financial services industry. Most recently, he served as Deputy General Counsel of Citigroup (2009-2014), where he served as general counsel for the company’s non-core assets business, Citi Holdings, and focused on mergers and acquisitions. Prior to his time at Citigroup, Mr. Zuckert held various senior-level positions at Morgan Stanley & Co. Inc. and was Vice President and General Counsel at TheStreet.com, Inc., an online financial news provider. Mr. Zuckert is a director of the Law Foundation of Silicon Valley, and the Global EIR Coalition, a member of the leadership council of Tech:NYC and a member of the Investment Committee of Waterman Ventures as well as an advisory member of the Board of the Silicon Valley Directors’ Exchange. He holds Bachelor’s degrees in History and Law and Society from Brown University and a Juris Doctor from New York University School of Law.   23 PROPOSAL NO. 2: ADVISORY APPROVAL OF OUR EXECUTIVE COMPENSATION ✓The Board of Directors Recommends a Vote “FOR” the Approval of the Compensation of our Named Executive Officers, as Disclosed in this Proxy Statement Our advisory vote on executive compensation (otherwise known as “Say on Pay”) is held annually. This vote provides our stockholders the opportunity to vote to approve, on an advisory basis, the compensation of our Named Executive Officers (“NEOs”) as further described in the “Compensation Discussion and Analysis” section of this Proxy Statement, including the accompanying compensation tables and narrative discussion therein. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies and practices described in this Proxy Statement. We ask our stockholders to indicate their support for our executive compensation program for our NEOs and vote “FOR” the following resolution at the Annual Meeting: “RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.” Because your vote is advisory, it will not be binding upon the Board or the Compensation & Human Capital Committee (“Comp/HC Committee”) and may not be construed as overruling any decision by the Board or the CompensationComp/HC Committee. However, the Board and CompensationComp/HC Committee value the opinion of our stockholders and will take into consideration the outcome of this advisory vote when considering future executive compensation arrangements. Stockholders are encouraged to carefully review the following “Compensation Discussion and Analysis” and “Compensation for Named Executive Officers” sections for a detailed discussion of our executive compensation program for our NEOs. Approval, on an advisory basis, of our executive compensation requires the affirmative vote of the holders of a majority of the Common Stock represented and entitled to vote at the Annual Meeting. Our Board of Directors recommends that stockholders vote “FOR” the approval of the Company’s executive compensation. COMPENSATION & HUMAN CAPITAL COMMITTEE REPORT This Compensation & Human Capital Committee Report shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Act or the Exchange Act, except to the extent that we specifically incorporate the information contained in the report by reference, and shall not otherwise be deemed filed under such acts. The Comp/HC Committee has reviewed and discussed with management the Compensation Discussion and Analysis set forth in this Proxy Statement. Based on this review and these discussions, the Comp/HC Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in our Annual Report on Form 10-K for the year ended December 31, 2021 and this Proxy Statement. This report is included herein at the direction of the members of the Comp/HC Committee. COMPENSATION & HUMAN CAPITAL COMMITTEE Garen Staglin (Chair) John Clendening Jeffrey Maggioncalda Beverly Kay Matthews     COMPENSATION DISCUSSION AND ANALYSIS24 This Compensation Discussion and Analysis (“CD&A”) discusses our 2020 executive compensation program, primarily as it relates to our “named executive officers” (“NEOs”) listed below. Overview of 2020 Executive Compensation   COMPENSATION DISCUSSION AND ANALYSIS This Compensation Discussion and Analysis (“CD&A”) discusses our 2021 executive compensation program, primarily as it relates to our “named executive officers” (“NEOs”) listed below. Overview of 2021 Executive Compensation From the Compensation Committee...& Human Capital Committee   We, the Compensation & Human Capital Committee of the Board of Directors (“CompensationComp/HC Committee”), have the delegated responsibility of primary oversight over the design and execution of the Company’s executive compensation program.   Despite the unprecedented challenges presented in 2020 from the global COVID-19 pandemic crisis and other extraordinary events such as unrest related to calls for racial and social justice reform, theThe Company delivered aanother year of exceptionalexceptionally strong financial performance and growth, all while navigating difficult business and operating conditions.growth. We shiftedcontinued to focus our attention toon prioritizing and supporting our business and people, through these challenges, but still maintaineddeveloping strategies to continue to support clients and partners to innovate and thrive, and supporting a culture that promotes the growth of our employees. We also continued to maintain our core compensation strategy and objectives, including pay for performance, appropriate risk management and talent retention. As further explained in this CD&A, our key areas of focus in 20202021 were:   •   Broadly supporting our employees with physical and mental health, financial, and practical work-from-home support during the pandemic crisis — in particular: ○  Providing a 100% minimum ICP target funding for all employees except executive officers, in anticipation of the impact from COVID-19, which ultimately was not applied since the Company outperformed its annual target goals; •   Maintaining our core executive compensation program which emphasizes pay for performance, particularly long-term performance (in an effort to align with stockholders’ interests and drive accountability), consistent with prior years. •   Structuring compensation practices to account for our unprecedented growth and to be the employer of choice in a competitive industry, all in order to attract and retain key talent. •   Continuing to focus on risk management, including the expansion of our Recoupment Policy.. •   ExpandingFurther expanding our focus on the Company’s human capital, specifically diversity, equityincluding DEI initiatives, leadership development & succession planning, and inclusion initiatives and the continued evolution of our virtual workplace in an increasingincreasingly virtual environment. •   Broadly continuing to support our employees during the ongoing pandemic crisis. As Earlier in 2022, we continue navigatingchanged our committee name to the challengesCompensation & Human Capital Committee to emphasize the importance of, as well as our focus on, managing one of our key assets, our human capital. Overall, we are pleased to see another strong performance delivered by the Company. Our pay decisions reflected that have carriedperformance, taking into 2021, we will seek to define our “new normal”account the Company’s unprecedented growth, expanding global business, and adjust, as needed, ourincreasing regulatory complexities. Our executive compensation strategy and approach to continueis based on our commitment to effectively drive the Company’s sustainable, long-term global growth and strategy.   2021 Executive Compensation Elements At-A-Glance Compensation Committee Members Garen Staglin, Chair John Clendening Jeffrey Maggioncalda Beverly Kay Matthews            2020 NEOs Greg Becker President & Chief Executive Officer Dan Beck Chief Financial Officer Michael Descheneaux President of Silicon Valley Bank Philip Cox Chief Operations Officer John China President of SVB Capital 2020 Executive Compensation Elements At-A-Glance                                             Salary       ICP       PRSUs        Stock Options                RSUs                                    Ongoing       1-Year Performance Period       3-Year Performance Period        4-Year Vesting Period                          Fixed       Performance-Based^        Fixed^                                 Performance Metrics:                   ROE*       TSR*   ROE*        Stock Price Appreciation^                          * Includes measurement of performance relative to peers ^ ICP and earned PRSU awards are determined after the performance period; RSU and stock option awards are based on a fixed number of shares at the time of grant; any incremental value realized above the grant value of RSUs and stock options, as well as earned PRSUs, is based on stock price appreciation. * Includes measurement of performance relative to peers.   Glossary of CD&A Terms DCP  –  Deferred Compensation Plan DEI  –  Diversity, equity and inclusion EPS   –  Earnings Per Share ERM  –  Enterprise-wide Risk Management   ICP    –  Incentive Compensation Plan (annual     cash incentive plan) NEO   –  Named Executive Officer PRSU   –  Performance-Based Restricted Stock Unit      ROE   –  Return on Average Equity RSU   –  Restricted Stock Unit TSR  –  Total Stockholder Return 25          20202021 Executive Compensation Highlights   Navigating the COVID-19 Pandemic Among our highest priorities in 2020 was, and still is in 2021, the safety, well-being and stability of our people. We maintained our workforce without the needPay for any furloughs or layoffs. We focused on providing work, life and health-related support for our employees, especially in a remote work-from-home environment, including expanded medical and other support to those directly impacted by COVID-19,Performance mental health support, and general work-from-home support such as technology, equipment and utility stipends. All COVID-19-related support was broadly available to all employees (though not all executives participated). There was no support exclusive to executives. The Compensation Committee focused on enhancing compensation and benefits, where appropriate, given the extraordinary circumstances of 2020. More specifically, in March 2020, in light of the economic and environmental uncertainties and instability created by the pandemic, the Compensation Committee took the exceptional step of approving a funding minimum at target for our 2020 ICP, applicable to all employee participants except for executive officers. Individual awards were still subject to individual performance. The special minimum was ultimately not applied, as the Company’s performance exceeded our 2020 ICP target performance goals and the plan was funded accordingly as further discussed in this CD&A. Additionally, performance goals for executive awards were determined in normal course primarily during the first quarter of 2020, without special consideration or adjustment for any impact from COVID-19. Our 2020 performance-based awards for our executives (including NEOs) were determined based on performance against those goals.       Pay for Performance Ranked #1 among our peer group for our ROE and our 1-, 2- and 3- year TSR performance.*     In a year unlike any other where we faced an extraordinary macroeconomic environment, we performed exceptionally andWe delivered another year of strong strategic execution, business growth and financial performance, resulting in total net income, EPS, ROE and TSR performance for the year 20202021 as highlighted on the right. We ranked first relative to our peer group for our 20202021 ROE performance, as well asperformance. Based on our established TSR measurement methodology, we ranked first with respect to our 1-year, 2-year and 3-year TSR performance, based onand ranked second with respect to our established1-year TSR measurement methodology.performance. Other notable accomplishments also included: facilitation of loans under the Paycheck Participation Program, seamless shift to work from home environment, advancementgrowing our workforce and talent base across business units and jurisdictions, continuing support of our diversity, equityclients and inclusionemployees operating in a predominantly virtual environment, advancing our DEI initiatives, and efforts to consummate the signing of our merger withacquiring Boston Private Financial Holdingsand MoffettNathanson in early January 2021. July and December 2021, respectively. The CompensationComp/HC Committee’s compensation decisions for 20202021 reflected our strong performance, throughout the year.and commitment to maintaining our company’s strong culture and values during an exceptional year of growth, further definition of and collaboration across business units, and further adaptation to an increasingly virtual work environment. (For further details about our 20202021 business and financial performance, see “20202021 Performance and Proxy Statement Summary” in this Proxy Statement.)          20202021 CEO Pay   In designing Mr. Becker’s 20202021 compensation structure, we continued to emphasize long-term, performance-based pay, placing greater emphasis relative to our applicable Peer Group. 86%pay. 87% of his total target pay is at risk and subject to Company/individual performance. With respectWe place greater emphasis on long-term, performance-based pay in our target CEO Pay Mix set forth below relative to hisour 2021 Peer Group. The average target pay mix for our Peer Group is: Performance-based Pay (62%) (compared to 70% for the Company); Fixed Pay (38%) (compared to 30% for the Company); Long-Term Pay (58%) (compared to 67% for the Company); and Short-Term Pay (42%) (compared to 33% for the Company).^ Mr. Becker’s actual total compensation Mr. Becker received for 2020 a total package2021 was commensurate with our 20202021 performance. In fiscal year 2021, the Company experienced unprecedented growth of loans, client funds, core fees, SVB Securities revenue, and overall strong financial performance. The Company increased its human capital, with attention to growing key talent, as well as deepened the scope of existing business units, with a conscious focus on maintaining the Company’s commitment to engaging our people, advancing our values and culture, and scaling our infrastructure.                           Peer Comparison of Target CEO Pay Mix^ (Average Peer Group pay mix) Performance-Based: 64% Fixed: 36% Long-Term: 54% Short-Term: 46% Relative to our Peer Group, we place a greater emphasis on performance- based and long term pay.                                                                                       * Based on the TSR calculation methodology discussed under “Long Term Equity Incentives”;our 56.0%221% represents our 3-year TSR performance (2018-2020)(2019-2021). **^ Based on our 2021 Peer Group and peer compensation data available at the time of determination of Mr. Becker’s 2021 compensation. † Special one-time equity award (subject to three-year cliff vesting) granted to Mr. Becker in 2019. ^ Based on our 2020 Peer Group and peer compensation data available at the time of determination of Mr. Becker’s 2020 compensation.   Leadership Updates In light of the evolution of our business structure, strategic direction and growth of our business (including recent acquisitions), we reassessed and restructured the designation of our executive officers based on the leadership roles within our current organization. Our NEOs for 2021 include two additional leaders who were formerly designated as executive officers, Messrs. China and Cadieux, and, for this reason they are included in our 2022 proxy statement. See “Information on Executive Officers” for a list of our designated executive officers. 26     Executive Compensation – Summary of Key Features   Highlights of the key features of our executive compensation program and practices are set forth below (further discussed in this CD&A section):below:       Compensation Design & Limits    Risk Management     •   Pay for performance with emphasis on long-term performance   •   Balanced performance metrics to drive both short-term and long-term objectives   •   Competitive benchmarking against peers   •   Double trigger change in control severance (under our executive Change in Control Plan)   •   No 280G excise tax gross-ups (under our executive Change in Control Plan)   •   No excessive executive perksperquisites   •   No special executive retirement benefits; no pension or SERP plans    •   No incentiveIncentive plans do not encourage excessive risk taking   •   Recoupment (or clawback) policy — new trigger event added effective 2021   •   Compensation risk management (including annual risk assessment, and ERM and internal audit involvement)   •   Minimum and maximum performance thresholds/limits for funding purposes, subject to CompensationComp/HC Committee discretion   •   No hedging or pledging (executives not permitted by policy to hedge, sell puts, sell shorts or pledge our securities) •   Comp/HC Committee oversight of performance and compensation practices that maintain sound risk management and promote compliance with laws, regulations and policies       Compensation Oversight and Governance    Alignment with Stockholder Interests     •   Independent Board* oversight of CEO compensation (based on the CompensationComp/HC Committee’s recommendations)   •   Independent CompensationComp/HC Committee oversight of non-CEO executive compensation   •   Independent compensation consultant to the CompensationComp/HC Committee   •   Active CompensationComp/HC Committee engagement (held 910 meetings in 2020)2021)      •   Say on Pay vote on an annual basis (approval by 91% of votes cast(89% approval in 2020)2021)   •   Robust executive equity ownership guidelines   •   Continuing stockholder outreach to solicit feedback and to discuss our business and practices (throughout the year)   •   Performance metrics focused on stockholder return (including ROE and relative TSR)   •   No repricing of options without stockholder approval       * Independent members acting as a committee, without CEO participation   Executive Compensation Program Objectives         Link pay to Company and individual performance, with an emphasis on long-term Pay based on external market standards, while considering internal parity Recruit and retain a cohesive, top-talent executive management team Focus on strong governance and risk management Align interests withour stockholders andother stakeholders     Our compensation philosophy and program also take into account other foundational considerations including: our business and strategic objectives of sustainable long-term global growth; the relative complexity our business diversity represents in an organization of our size; emerging trends in executive compensation (particularly for financial institutions); and market practices.   * * * *   27 Compensation Governance and Risk Management Role of Compensation & Human Capital Committee and the Independent Board Members All members of the CompensationComp/HC Committee are “independent” under applicable NASDAQ rules. The CompensationComp/HC Committee has primary oversight of our executive compensation program as provided in its charter, including the design and administration of executive compensation plans in a manner consistent with the executive compensation program objectives described above. More specifically, the committee determines compensation strategy, establishes applicable performance goals and metrics, selects forms of compensation, determines the overall pay mix, sets target pay levels, and approves final executive compensation awards. In the case of the CEO, the CompensationComp/HC Committee makes recommendations about CEO pay decisions for approval by the independent members of the full Board (all Board members except the CEO, acting as a committee). Subject to the recommendation of the CompensationComp/HC Committee, all of the independent directors of the Board review and approve the compensation for the CEO. Such review and approval are conducted during executive sessions, where neither the CEO nor any other member of management is present. In the case of all other non-CEO executive and Section 16 officers,executives, as well as other key positions, the CompensationComp/HC Committee reviews and approves the compensation of such individuals. The determination of compensation awards for all non-CEO positions is conducted during executive sessions, where the CEO may participate at the CompensationComp/HC Committee’s invitation. The CompensationComp/HC Committee regularly monitors performance against established goals, and approves funding accruals, as well as focusand focuses on other aspects of the compensation program, including, among other things, peer group review and determination, compensation risk review, and monitoring of market and governance trends impacting compensation. In carrying out its oversight responsibilities, the CompensationComp/HC Committee regularly reports to the Board on the actions it has taken, as well as confers with the Board on compensation matters, as necessary. The CompensationComp/HC Committee also makes recommendations for all other compensation-related matters that require full Board approval. The CompensationComp/HC Committee meets on a regular basis, and routinely meets in executive sessionsessions without management present. During 2020,2021, the committee held 910 meetings, including a separate annual session dedicated to enhancing compensation strategy based on the direction of the business.business, sustaining our culture during exceptional growth, and attracting and retaining talent. In 2022, the Comp/HC Committee held two meetings to assess achievement of Company and individual performance objectives and make 2021 compensation decisions. Role of Chief Executive Officer At the CompensationComp/HC Committee’s request, our CEO will attend portions of the CompensationComp/HC Committee’s meetings and certain executive sessions to discuss the Company’s performance and compensation-related matters, as well as his recommendations for compensation for the executive officersour executives of the Company (excluding himself). He does not participate in any deliberations relating to his own compensation. The committeeComp/HC Committee considers the CEO’s input and recommendations, but retains full discretion to approve all non-CEO executive compensation.compensation (and the independent members of the full Board have discretion to approve CEO compensation, as described above). Role of Compensation & Human Capital Committee Consultant Consistent with prior years, the CompensationComp/HC Committee retained Pay Governance LLC, an independent executive compensation consultant, to provide advice and recommendations on all compensation matters under its oversight responsibilities as defined in the committee’s charter. The CompensationComp/HC Committee in its sole discretion selects the consultant and determines its compensation and the scope of its responsibilities. In 2020,2021, Pay Governance assisted the CompensationComp/HC Committee with: advice and recommendations regarding the Company’s compensation philosophy and strategies; advice on director and executive compensation levels and practices, including review and recommendations on director, CEO and other executive compensation and evaluation of CEO pay and Company performance; assessment of realizable pay and performance; advice on the Company’s peer group; guidance on the design of ourthe Company’s compensation plans and policies, including recoupment policy and executive/director stock ownership guidelines; evaluation of performance metrics and peer performance; assistance with the CompensationComp/HC Committee’s annual compensation risk review; and periodic reports to the CompensationComp/HC Committee on market and industry compensation trends and regulatory developments. Pay Governance provides services only to the CompensationComp/HC Committee, and not to the Company, and did not provide any additional services to the committeeComp/HC Committee outside of executive and director compensation consulting during 2020.2021. The CompensationComp/HC Committee does not believe there were any potential conflicts of interest that arose from any work performed by Pay Governance during 2020.2021. 28 Compensation & Human Capital Committee – Key Areas of Focus Compensation Risk Management Compensation risk management is a primary area of oversight of the CompensationComp/HC Committee. At the direction of the committee,Comp/HC Committee, its compensation consultant conducts an annual review of the Company’s incentive programs, including design and risk assessment. Additionally, management performs an annual risk assessment of certain compensation plans, which includes back-testing of awards to evaluate against plan design, governance and risk mitigation. Our Chief Risk Officer reviews and shares her input on those risk assessments, and reports and discusses with the committee her risk assessment of our compensation programs (including plan design and execution), and any recommendations. Based on these assessments and discussions, we do not believe that our compensation program promotes excessive risk taking or creates risks that are reasonably likely to have a material adverse effect on the Company. Moreover, from time to time, the CompensationComp/HC Committee may implement policies or other tools to strengthen compensation risk management, such as the Company’s Recoupment Policy. The committee amended the policy in late 2020 by adding an additional trigger eventPolicy, which applies to our executives and expanding its applicability to certain senior level employees. See “Executive Benefits and Other Executive Compensation-Related Matters – Compensation Recovery Policy.” Our compensation programs and risks are routinely discussed at the Board level, both with and without the CEO present. In particular, the chairperson of our CompensationComp/HC Committee reports to and discusses significant compensation risk issues with the full Board and the Risk Committee. The chairperson of the CompensationComp/HC Committee (Mr. Staglin) is also a member of the Risk Committee of the Board of Directors. Additionally, certain compensation matters are also reviewed by the Audit Committee, specifically those related to exclusions under our performance-based funding arrangements, where applicable. Competitive Benchmarking Against Peers   Competitive Benchmarking Against Peers  2021 Peer Group       Associated Banc-Corp     BOK Financial Corporation     Citizens Financial Group, Inc.     Comerica Incorporated     Cullen/Frost Bankers, Inc.     East West Bancorp, Inc     Fifth Third Bancorp     First Republic Bank     Huntington Bancshares     KeyCorp     M&T Bank Corporation     Northern Trust Corporation     Regions Financial Corporation     Signature Bank     Webster Financial Corp.     Zions Bancorporation   The CompensationComp/HC Committee routinely benchmarks and compares our compensation and performance against selected peer companies. It utilizes this information as a reference for setting pay and making pay decisions. The CompensationComp/HC Committee, with its compensation consultant and management, conducts a review, at least annually, of the composition of the Company’s peer group.group to determine whether any changes are warranted. In its determination, the CompensationComp/HC Committee considers a variety of factors and characteristics including, among other things, banking industry, business model, product offering, complexity of the business, geography, market capitalization, asset size, assets under management, number of employees, performance on financial and market-based measures, brand, and extent they compete with our business, as well as for talent. For example, in conducting its review, the Comp/HC Committee takes into account the increase in growth and complexity of our business, and the impact of such growth on demands on our existing talent, any further specialization needs for our workforce, as well as increased competition for our talent with other institutions of similar sophistication within the industry.   For 2020,2021, the CompensationComp/HC Committee selected 1516 peer companies (listed to the right)left), based on its review of the above evaluation criteria.criteria (described above). Compared with the peer group from 2019,2020, we added Citizens Financial and CIT Group Inc. to our peer group, which we believed were relevant relative to our business and growth. The peer group benchmarking review for 2021 compensation was conducted in July 2020 and was based on our size and business scope at that time (which has since grown). Following such review, CIT Group Inc., which was originally added to the following updates were made: (i) added back Signature Bank (a former peer thatgroup, was previously removed), and (ii) removed E*TRADE Financial Corporation (acquiredacquired by Morgan Stanley), New York Community Bancorp,First Citizens BancShares Inc. and Umpqua Holdings Corporation. 2020 Peer Group   Associated Banc-Corp   BOK Financial Corporation   Comerica Incorporated   Cullen/Frost Bankers, Inc.   East West Bancorp, Inc   Fifth Third Bancorp   First Republic Bank   Huntington Bancshares   KeyCorp   M&T Bank Corporation   Northern Trust Corporation   Regions Financial Corporation   Signature Bank   Webster Financial Corp.   Zions Bancorporation   was subsequently removed from the peer group in March 2021. The CompensationComp/HC Committee does not solely rely on comparative data from the 2020 Peer Group.peer group in making compensation decisions. Such comparative data provides helpful market information about our peer companies as a reference, but the CompensationComp/HC Committee does not target any specific positioning or percentile, nor does it use a formulaic approach, in determining executive pay levels. The CompensationComp/HC Committee may refer to other banks or financial companies outside of the peer group for additional benchmarking comparative information. It also utilizes other resources, including published compensation surveys (from Willis Towers Watson and McLagan), proxy statements and other available proxy and compensation data. All such comparative peer data and supplemental resources are considered, along with the Company’s pay for performance and internal parity objectives. All applicable information is reviewed and considered in aggregate, and the CompensationComp/HC Committee does not place any particular weighting on any one factor. 29 Performance-Based Compensation – Design and Assessment Another primary area of focus of the CompensationComp/HC Committee is the design of performance-based compensation, including selecting and setting appropriate performance metrics and measuring actual performance against those metrics. The committee monitors performance of current year performance-based awards, as well as designs and plans performance metrics for future years. In designing performance metrics, the committee reviews market and peer practices, as well as seeks the input of the full Board and the CEO to take into account key areas of strategic and business focus. As further discussed in this CD&A, section, specific performance metrics for recent annual and long-term incentive awards include ROE and TSR, and for long-term performance-based equity awards granted in 2018 and 2019, strategic business objectives and EPS growth. In certain cases, such as ROE and TSR, our performance is measured relative to peer performance. Determination of Compensation for Individual Executives In making compensation decisions or recommendations for individual executives, the CompensationComp/HC Committee takes into consideration the performance reviews conducted for each executive officer.executive. The committee meets and discusses with the CEO to discuss his assessment of the performance of the other executive officers,executives, based on their self-reviews and the CEO’s own evaluation of their performance. The independent members of the Board meet and discuss, without the CEO present, their collective performance assessment of the CEO, taking into consideration his self-review and the individual evaluation provided by each Board member.member’s individual evaluation. (See “Oversight of CEO and Executives – Annual CEO Performance Evaluations” under the “Corporate Governance and Board Matters” section.Section of this Proxy Statement.) Executives are evaluated based on individual performance and overall contributions, in addition to Company performance against the broader corporate performance metrics discussed above. Specifically, individual evaluation criteria may include, among other things: skills and expertise, demonstrated leadership, development and execution of strategy, span of responsibility, achievement of corporate and personalindividual goals, risk management, talent management, regulatory compliance, and alignment with the Company’s core values. The overall performance assessment by the CompensationComp/HC Committee (or the Board) of each individual executive is also taken into consideration in setting his or herthe executive’s total target compensation for the following year. Committee Decisions The performance metrics utilized for executive compensation, where applicable, are largely used for target funding determination purposes. Funding determinations guide decisions for actual awards to executive officersexecutives by the CompensationComp/HC Committee (or in the case of the CEO, the Board) at its discretion. We believe that discretion, when judiciously applied, is an important part of our compensation decision processes, as it allows the CompensationComp/HC Committee (or in the case of the CEO, the Board) to better link executive pay to actual performance, or take into account extraordinary considerations. Discretion, both positive and negative, allows directors to make appropriate pay decisions based on their informed business judgment, particularly in circumstances where there may be other relevant performance factors or unforeseen circumstances that should be considered beyond the actual performance metrics. The CompensationComp/HC Committee believes that a balanced utilization of performance metrics and committee discretion leads to appropriately calibrated compensation for executives or the broader employee base. For 2020, in light of the economic and environmental uncertainties and instability created by the pandemic, the Compensation Committee utilized its discretion and took the exceptional step of approving a funding minimum at target for our ICP, applicable to all employee participants, but excluding executives. The Company’s performance exceeded the target ICP goals and therefore, the minimum was ultimately not applied or needed. Enhanced Focus on Human Capital In 2020,For 2021, the CompensationComp/HC Committee, along with the full Board, increased its engagement incontinued to focus on various human capital-related matters. In particular, the Committeecommittee focused on the Company’s diversity, equity and inclusionDEI initiatives, such as increasing diverse representation among the Company’s leadership, fair pay analyses, training and educational opportunities, employment awareness programs and resource groups, and promotion ofpromoting an inclusive culture. The Comp/HC Committee also focused on talent management, including leadership development, succession planning, competition for talent, workforce growth and culture. Additionally, the planning ofcommittee continued to focus on the future of work in an increasingly virtual environment, balancing the need for employee flexibility, internal collaboration and engagement, as well as business needs. Annual Say on Pay We submit an advisory vote on executive compensation, or Say on Pay, to our stockholders on an annual basis. Our Board of Directors values the opinions of our stockholders and believes an annual advisory vote allows our stockholders to provide us with their input on our executive compensation program. In 2020, 91%2021, 89% of the votes cast approved, on an advisory basis, our 20192020 executive compensation program (as described in our 20202021 proxy statement). In light of the strong voting support and the extent of other feedback we have solicited from our stockholders (as described below), the CompensationComp/HC Committee remained consistent withmaintained consistency in our executive compensation philosophy, policies orand overall program, and did not make any material changes. We continue to carry out our executive compensation program based on our key philosophy and 30 objectives as described above. The CompensationComp/HC Committee will continue to consider changes to the program on an ongoing basis, as appropriate, in light of evolving factors such as our corporate strategy, the business environment and competition for talent, as well as stockholder feedback. Stockholder Alignment and Engagement Our stockholders matter and aligningAligning our executives’ interests with theirour stockholders’ interests is important. We use performance metrics tied to stockholder return for our performance-based incentive awards ---- total stockholder return, return on equity and, for long-term equity awards granted in 2019, earnings per share.share growth. We measure performance against our own goals and/or relative to our peer performance. In addition to our active stockholder engagement activities throughout the year (over(approximately 200 (primarily virtual) stockholder meetings conducted in 2020)2021), particularly as part of our annual proxy statement preparation process, we reach out to our larger stockholders to invite their feedback on proxy matters, including their views about our executive compensation program. Feedback from stockholders is important to consider, and we value opportunities to seek their input. Elements of Executive Compensation In deciding compensation for our executives, the CompensationComp/HC Committee (and in the case of the CEO, the Board) reviews each executive’s total target compensation package holistically, balancing long-term and short-term pay, cash and equity compensation, and performance- and non-performance-based pay, and taking into account market competitiveness and internal parity. The primary elements of executive compensation are discussed below: Cash Compensation Base Salary   We pay base salaries in order to provide executives with a reasonable level of fixed short-term compensation. Executive base salary levels are typically reviewed at least annually by the Compensation Committee and adjusted as appropriate, typically to reflect merit, promotions or changes in responsibilities, or market adjustments. Base salaries are determined on an individual basis. When determining any base salary increases, the Compensation                      Base Salary                           Annual Cash Incentives (ICP)     (% of Annual Base Salary)   NEO       2020 Annual     Base Salary   Year- Over-Year Increase     2020 Annual ICP Target   2019 Annual ICP Target                               Greg Becker   $  1,000,000   ---     130%   120%     Dan Beck          600,000   ---     100      80     Michael Descheneaux          750,000   ---     110      100       Philip Cox          600,000   ---     100      80     John China          625,000   4.2%     100      90             Committee considers an individual’s total compensation package, his or her performance, Company performance, comparative peer and market compensation data, internal parity, and other relevant factors, including the scope of the executive’s responsibilities relative to peers and other executives, and retention concerns. We pay base salaries in order to provide executives with a reasonable level of fixed compensation. Executive base salary levels are typically reviewed at least annually by the Comp/HC Committee and adjusted as appropriate, typically to reflect merit, promotions or changes in responsibilities, or market adjustments. Base salaries are determined on an individual basis. When determining any base salary increases, the Comp/HC Committee considers an individual’s total compensation package, his or her performance, Company performance, comparative peer and market compensation data, internal parity, and other relevant factors, including the scope of the executive’s responsibilities relative to peers and other executives, and retention.                        Base Salary                             Annual Cash Incentives (ICP)     (% of Annual Base Salary)       NEO         2021 Annual     Base Salary ($)         Increase Over 2020 (%)             2021 Annual ICP Target (%)         2020 Annual ICP Target (%)                     Greg Becker     1,050,000         5.0         150       130       Dan Beck        700,000       16.7         100       100       Michael Descheneaux        775,000         3.3         110       110       Philip Cox        625,000         4.2         100       100       Michael Zuckert        625,000         4.2         90         85       John China        650,000         4.0         110       100       Marc Cadieux        650,000         4.0         80         80                           In 2020, no2021, each NEO received adjustments to their base salaries based on individual performance, salary market positioning relative to peers, and internal parity, as applicable. More specifically, the 2021 base salary changes were made for any NEO, exceptadjustments also reflected: (i) for Mr. China.Becker, continued outstanding leadership of the Company’s strong performance and growth; (ii) for Mr. Beck, continued excellence in financial management and strong leadership of key regulatory initiatives, including capital planning and liquidity management enhancements; (iii) for Mr. Descheneaux, continued outstanding leadership of the Commercial Bank, including business growth, product development initiatives and talent expansion; (iv) for Mr. Cox, excellent leadership of key technology transformation initiatives and strengthening of our operational and technological infrastructure; (v) for Mr. Zuckert, for outstanding leadership of legal matters and overall management of the Company’s legal department; (vi) for Mr. China, received a merit-based adjustment to his base salary primarily due to his individual performance, strongdemonstrated strategic leadership toof expanding and growing the SVB Capital platform and salary market positioning relative to peers.continued fundraising; and (vii) for Mr. Cadieux, strong leadership of credit risk management. The Committee also considered the overall exceptional growth of the Company, continued expansion of the business, and continuing pandemic-related business and operational challenges. 31 Annual Cash Incentives (ICP) Our NEOs, as well as other executives and employees, participate in the Company’s ICP, our annual cash incentive plan that provides rewards based on individual and Company performance. Each executive participant is assigned an incentive target, stated as a percentage of the individual’s annual base salary. Executive incentive targets are set by the CompensationComp/HC Committee based on the objective of balancing overall total target pay mix with an appropriate allocation of at-risk compensation, as well as comparative peer and market compensation data for their respective positions, and in the case of our non-CEO executives, the CEO’s recommendations. In 2020,For 2021, the CompensationComp/HC Committee adjusted the incentive targets for each of the NEOs’ incentive targetMessrs. Becker, Zuckert, and China based on merit due to strong performance and execution, as well as market compensation data. More specifically, reasons for ICP target changes in 2020 reflected: (i)adjustments for Mr. Becker, continued outstanding leadership2021 reflected the individual performance of and considerations for each of the Company; (ii) for Mr. Beck, continuing excellence in strong financial management; (iii) for Mr. Descheneaux, continued strong leadership of the core banking business, including product development initiatives; (iv) for Mr. Cox, excellent leadership in strengthening our operational and technological infrastructure; and (v) for Mr. China, strong strategic leadership to expanding the SVB Capital platform. applicable NEOs as described above. ICP - Funding Each year, the CompensationComp/HC Committee establishes metric(s) used to measure Company performance for ICP funding purposes, on an absolute basis, as well as relative to peers. For 2020,2021, the CompensationComp/HC Committee stayed consistentmaintained consistency with its prior methodology for funding the ICP by utilizing ROE as the primary performance metric on an absolute and relative basis. The CompensationComp/HC Committee believes that itROE continues to be an appropriate indicator of financial performance that drives stockholder value. The funding methodology for 20202021 was as follows:follows, which includes an adjustment to the relative ROE slope to accommodate the increase in number of peer companies in our 2021 Peer Group:       ROE Performance Against Annual Budget (Two-Thirds (2/3) of Pool)   Two-thirds (2/3) of the total incentive pool is funded based on the Company’s ROE performance (as adjusted(adjusted for applicable exclusions*) relative to our Board-approved annual target (budget) ROE, as illustrated by the graph below. There is no formulaic funding if the Company achieves less than 80% of its annual target ROE,threshold (80%), and a funding maximum of 200% of target if the Company achieves(200%) at 150% or higher of our target ROE. If the Company’s ROE is 80% but less than 150% of target, the extent of funding earned isachievement (and subject to straight-linestraight line interpolation as illustrated in the graph below.between threshold and maximum levels).                  ROE Performance Against 20202021 Peer Group (One-Third (1/3) of Pool)   One-third (1/3) of the total incentive pool is funded based on the Company’s actual (unadjusted) ROE performance of 16.83%17.10% for 2020,2021, measured against ROE performance of the 20202021 Peer Group, as illustrated in the graph below. There is no funding if our performance falls in the bottom fourfive positions, and a maximum funding at maximum(200%) if our performance falls in the top four positions. If our ROE is between the ROE of the 4th and 13th ranked companies, the extent of funding earned isfirst five positions (and subject to straight-line interpolation based on ROE performance of those ranked companies.between such levels).                       * Exclusions/Adjustments.The CompensationComp/HC Committee determines the extent to which the Company meets its budgeted ROE performance target. It may adjust for out of the ordinary or non-recurring items, or other items that are subject to factors beyond management’s control, such as investment securities gains and losses. Adjustments are determined by the CompensationComp/HC Committee, in coordination with the Audit Committee, who assesses the adjustments based on impact to the Company’s financials. Similar to prior years, for 2020,2021, excluded items included the impact from: (i) (x) certain gains or losses from the Company’s investment securities, largely because performance of such securities is subject to market performance beyond the Company’s control;control and (y) certain gains on warrants in excess of budgeted amounts; and (ii) impact from additional ICP funding above 100% of budget; and (iii) certain tax-related adjustments. Additionally for 2020,2021, the Committeecommittee approved the exclusion of certain non-recurring impairment costs relatingexpenses related to the terminationBoston Private merger, including (A) merger related expenses and (B) reduction of property leases as we optimize our real estate utilization.budgeted net income and increase of budgeted Shareholders Equity due to the consolidation of Boston Private. The impact of all 20202021 exclusions resulted in a lower adjusted ROE that reduceddecreased the overall funding of the 20202021 ICP pool. 32 The CompensationComp/HC Committee determines the final ICP funding and adheres to the pre-determinedformulaic funding described above,for the applicable year, unless it determines in its discretion an adjustment is necessary. Such adjustments are made infrequently. Due to For 2021, the extraordinary COVID-19-related circumstances in 2020, the Compensation Committee exercised its discretion and made the decision in March 2020 to approve minimum ICP funding at 100% target for all employees except executive officers, notwithstanding actual performance. (Individual awards would still be subject to performance.) The Committee felt that this was important to provide a level of stability and support for employees amidst the uncertainties presented by the pandemic. Notwithstanding the minimum funding approved, the Company’s 2020 performance exceeded target, and the CompensationComp/HC Committee approved the funding of the total ICP pool at 130%178% of total target, based on: (i) 95%167% funding for performance against our annual budget (2/3 of pool), and (ii) 200% funding for performance against 20202021 Peer Group (1/3 of pool). ICP - 20202021 NEO Awards   NEO   2021 ICP Award   ($) The CompensationComp/HC Committee (or in the case of the CEO, the independent members of the Board) determines actual annual cash incentive awards for the NEOs based upon: the individual’s target incentive level; the funding based on the Company’s performance as described above; and the NEO’s individual performance. ICP awards for NEOs may be at, above, or below the target incentive. For 2020,2021, each NEO was awarded the ICP amounts set forth in the table to the right.left.   In determining 20202021 awards, the independent members of the Board (with respect to Mr. Becker) and the CompensationComp/HC Committee (with respect to the other NEOs) considered a variety of factors, that they believed to be relevant, including: (i) the overall strong performance of the Company and the respective areas of oversight of NEO   2020 ICP Award   Greg Becker $ 1,690,000 Dan Beck    830,000     Michael Descheneaux     1,100,000 Philip Cox     800,000 John China     830,000 each NEO in 2020,2021, and (ii) each NEO’s contributions to our business and financial results, execution of our 20202021 corporate initiatives, corporate risk management, and broader leadership within the organization. Based on strong Company and individual performance, Mr. Becker received 130%190% of his target (same as the approved formulaic funding of the pool) and the other NEOs received ICP awards between 133%182% to 138%200% of their applicable ICP targets. Greg Becker 3,000,000 Dan Beck 1,400,000     Michael Descheneaux     1,600,000 Philip Cox 1,200,000 Michael Zuckert 1,075,000 John China 1,300,000 Marc Cadieux 1,000,000 Specifically for Mr. Becker, key factors considered included:   Exceptional 20202021 financial performance and growth amidst extraordinary challenges:growth:   ○   Continuing strong Higher EPS, and total net income performance ○ Peer-leadingand ROE performancethan 2020   ○   OutstandingStrong total asset, loan and client funds growth ○ Continuing core fee income growth   ○   Solid credit quality   ○   Strong capital and liquidity   Outstanding leadership in navigating pandemic challenges, prioritizing the well-being and continued performance of employees; providing debt relief to clients; and supporting the community (including our donation of fees (net of costs) earned under our participation in the Small Business Association’s Paycheck Protection Program) Strong advancement of diversity, equity and inclusion initiatives, both internal and external Strong execution ofexpanding the Company’s strategystrategic vision and corporate goals, as well as exceptional overallglobal business, growth despite macroenvironment challengesincluding in particular: ○ Expansion of the Private Banking and Wealth Management business through the acquisition and integration of Boston Private Financial Holdings, ○ Expansion of our investment banking business through the addition of technology investment banking and the acquisition of equity research firm, MoffettNathanson, ○ Continued growth of the EMEA business, and ○ Continued focus on strategic investments and partnerships to extend capabilities to serve our clients • Strong focus on corporate brand and market share, resulting in various awards and recognitions for 2021, including Best Regional Bank and Best Regional Bank CEO (Bank Director magazine), inclusion in Forbes top ten Best Banks in America, and one of America’s Most Responsible Companies (Newsweek) EnhancedContinued steadfast focus on expanding Private Bankingclient satisfaction and Wealth Management business through the acquisition of Boston Private Financial Holdings (announced in early January; expected to close in mid-2021, subject to regulatory approvals and customary closing conditions) Continued diversification of revenues through expansion of products and services, with notable strong performance of SVB Leerink Steadfast focus on the growth of the core banking business and other key businessesclient experience Strong focus on corporate brand, market sharethe Company’s safety and client satisfactionsoundness and regulatory compliance, including meeting “large financial institution” expectations Continued strengthening of the Company’s risk management andframework, infrastructure foundation and system of internal controls EnhancedStrong growth in employee base, with enhancements to key senior leadership positions in various functions, including technology, finance and risk management Continued focus on employee engagement, particularly in the virtual work environment Continued advancement of DEI, both internally and externally Continued focus on navigating continued pandemic challenges, supporting employees, clients and community Key factors considered by the CompensationComp/HC Committee for the other NEOs, included: (i) for Mr. Beck, excellent execution of overall financial management (including strong balance sheet and capital management) and key business and regulatory initiatives; (ii) for Mr. Descheneaux, outstandingcontinued excellent leadership of our core banking business, including global business growth, talent expansion, client focus, and product development; (iii) for Mr. China, strong leadership expanding the SVB Capital platform, including the successful acquisition of the credit fund business of the West River Group; and (iv) for Mr. Cox, excellent leadership in the Company’s response to the continuing operational challenges from the pandemic and leading key technology transformation initiatives, as well as the continued strengthening of our operational and technological foundation.foundation; (iv) for Mr. Zuckert, excellent leadership in advising the legal strategy on key matters, as well as managing the overall legal affairs of the Company; (v) for Mr. China, strong leadership in the expansion of the SVB Capital platform (particularly credit funds) and achievement in fundraising; and (vi) for Mr. Cadieux, strong credit risk management and second line of defense enhancements. 33 Long-Term Equity Incentives   The Company believes that equity-based awards, in combination with the Company’s equity ownership guidelines as discussed below, tie each of the NEOs’ compensation to the Company’s long-term financial performance and align the interests of the NEOs and our stockholders. The CompensationComp/HC Committee typically makes annual equity awards to each NEO, at the time the individual is hired or promoted, and annually thereafter. The size of the awardswhich reflects the overall number of shares available to the Company under our equity incentive plan, the Compensation Committee’s determination of an appropriate annual equity burn rate (the percentage of total shares outstanding that the Company has issued during the year in the form of equity compensation), the NEO’s role, and performance, and thetotal target compensation, as well as comparative market equity compensation data for the NEO’s external peers. The mix of equity awards is typically comprised of 25% each of stock options and RSUs and 50% of PRSUs. Stock Options and Restricted Stock Units (RSUs) Stock options and RSUs are subject to annual vesting over a 4-year period. The stock options have a maximum term of 7 years from the date of grant. No performance-based criteria are associated with stock options and RSUs, as the increase in their value is inherently tied to the future performance of our Common Stock.      Stock Options and Restricted Stock Units (RSUs) Stock options and RSUs are subject to annual vesting over a 4-year period. The stock options have a maximum term of 7 years from the date of grant. No performance-based criteria are associated with stock options and RSUs, as the increase in the value of these stock options, and the value of the RSUs, are inherently tied to the future performance of our Common Stock. Performance-based Restricted Stock Units (PRSUs) PRSUs are earned based on the achievement of certain performance metrics, as determined by the CompensationComp/HC Committee. After the end of the specified performance period, the CompensationComp/HC Committee will determine the extent the NEOs earned the PRSUs, subject to a maximum total payout of 150% of target award. For 2020,2021, the CompensationComp/HC Committee granted PRSUs subject to vesting over a three-year period (from 2020-2022)2021-2023) based on two performance metrics for the PRSUs, as further described below: (i) TSR relative to peers, and (ii) ROE relative to peers. In each case, the slope was adjusted to reflect the increase in the number of our peers for the 2021 Peer Group. In addition, for relative ROE, a threshold level (0.5x) was established in 2021. To the extent earned, these awards are subject to additional time-based vesting through January 31, 2023.2024.       TSR Performance Against 20202021 Peer Group (50% of Award)   50% of the PRSU award can becomeis eligible to vest based on the Company’s TSR1 performance over a three-year period as ranked against the 20202021 Peer Group. Consistent with prior years, the committee selected TSR because it correlates directly with the Company’s stock price performance, which is a direct measure of stockholder value. No payout is made if the Company ranks in any of the bottom fourfive positions and a maximum payout (150%) is made if the Company ranks in the top four positions. If SVB’s TSR is between the TSR of the 4th and 12th ranked companies, the extent of funding earned will be between 50% to 150%five positions (and subject to straight-linestraightline interpolation based on ROE performancebetween rank of those ranked companies. The award is also12 (50%) and 5 (150%)), subject to a target (100%) maximum payout cap of 100% if we achieve a negative TSR.                ROE Performance Against 20202021 Peer Group (50% of Award)   50% of the PRSU award can becomeis eligible to vest based on the payout of the Company’s annual ROE performance, averagedmeasured on an annual basis over a three-year period, as ranked against the 20202021 Peer Group, with the final payout calculated by averaging the funding factor of each of the three years (“Relative ROE”).. The committeeComp/HC Committee selected Relative ROE because it aligns with stockholder interests and emphasizes long-term focus. No payout is made if the Company ranks in any of the bottom fourfive positions and a maximum (150%) payout is made if the Company ranks in the top four positions. If SVB’s ROE is between the ROE of the 4th and 13th ranked companies, the extent of funding earned isfive positions (and subject to straight-line interpolation based on ROE performancebetween rank of those ranked companies.12 (50%) and 5 (150%)).                         1 TSR is calculated on a cumulative basis with dividends reinvested. For purposes of this calculation, the stock price at the beginning of the performance period is the dividend-adjusted average closing stock price for the two months immediately preceding the performance period, and the stock price at the end of the performance period is the dividend-adjusted average closing stock price for the last two months of the performance period.   34 Long-Term PRSU Awards for Performance PeriodPeriods Ended in 20202021 In 2018,2019, each of the NEOs were granted (i) annual PRSU awards and (ii) special one-time executive equity awards, which included PRSU awards (SEE Awards), in each case subject to performance over a 3-year performance period (2018-2020)(2019-2021). The 2018SEE Awards were designed for retention purposes, and also to incentivize top performance. Annual PRSU Awards The annual 2019-2021 annual PRSUs were subject to the following performance metrics: (i) 50% of the award was subject to the Company��sCompany’s TSR performance relative to peers (similar to the 20202021 PRSU awards)award performance metric and based on our 2019 peer group of 17 companies), and (ii) 50% of the award was subject to certain strategic business objectives. The strategic business objectives were focused on improving the Company’s operating leverage through the transformation of key business processes and the implementation of scalable solutions, primarily in three key areas: (i)(a) scalable growth — evaluating our underlying financial fundamentals relative to operating expense growth, which was weighted 50%; (ii)(b) client experience — evaluating continual improvement in overall client satisfaction around our products and services (including net promoter scores), which was weighted 25%; and (iii)(c) employee enablement — evaluating our efforts to enhance processes and tools to make it easier for employees to perform their job responsibilities, which was weighted 25%. These multi-year efforts included initiatives to streamline our global client onboarding processes, enhance our data infrastructure (including digitization and governance), implement employee enablement tools, and build out our Digital Bank. Upon completion of the 3-year performance period, the CompensationComp/HC Committee (and in the case of the CEO, the Board) determined that 95% (in the case of Mr. Beck) and 115% (in the case of Messrs. Becker, Descheneaux, China and Cox)120% of the target PRSU awards were earned, based on: (i) the Company’s TSR outperformance relative to peers;peers (ranking first, earning 150%); and (ii) solid performance towards improving scalability, client satisfaction and employee enablement.enablement (earning 90% due to overall performance). The Comp/HC Committee reviewed performance outcomes and other relevant factors, while completing its assessment of funding and each metric, determining whether achievement was better than expected, accomplished, partially accomplished or not accomplished. The awards were also subject to a time-based vesting requirement and were fully vested as of January 29, 2021.31, 2022. Messrs. Becker, Beck, Descheneaux, Cox, Zuckert, China and CoxCadieux each earned 9,065, 3,271, 3,960, 2,26310,492, 2,962, 4,690, 2,468, 1,728, 2,468 and 1,6412,468 shares, respectively, of our Common Stock upon vesting. (The shares earned by Mr. Beck also includesvesting of the additional2019 annual PRSU award he received in 2018 which wasawards. SEE Awards - PRSUs The PRSUs granted under the SEE Awards were subject to the samefollowing performance metrics: (i) earnings per share (EPS) compound annual growth rate (CAGR) (weighted 50%), subject to a required minimum achievement of over 5% EPS CAGR and a 150% maximum (based on an EPS CAGR of 15% or higher) over the three-year performance period; and (ii) relative ROE (weighted 50%) (based on our 2019 peer group of 17 companies), with no payout made if the Company ranked in any of the bottom five positions and a maximum payout of 150% if the Company ranked in the top four positions. Upon completion of the 3-year performance period, the Comp/HC Committee (and in the case of the CEO, the Board) determined 150% of the target SEE Awards were earned for each of the NEOs, based on (i) the Company’s achievement of an EPS CAGR of 24.7% as determined by the committee and (ii) the Company’s outperformance of ROE relative to its peers (ranking first). For the EPS CAGR growth performance metric, the Comp/HC Committee assessed the Company’s overall strong performance throughout the applicable period, and took into account certain items, particularly our outperformance with respect to warrant and investment gains, as well as the impact from the lower rate environment and the COVID-19 pandemic (which resulted in both a negative impact (from rates) and a positive impact (from increased loans and deposit volumes) on income). Ultimately, taking into consideration the value creation experienced over the performance period, the Comp/HC Committee factored in the following adjustments: (i) 50% warrant and securities gains, and (ii) 50% of the impact of the lower rate environment derived by applying pre-COVID interest rates and excluding the increased growth rate of loans and deposit volumes on net income. Additionally, share repurchases were excluded. Such adjustments were similar to those made with respect to other performance-based programs sponsored by the Company. Similar to the 2019 annual PRSU awards, the PRSUs granted under the SEE Awards were also subject to a time-based vesting terms, but subject solely to performance againstrequirement and were fully vested as of January 31, 2022. Messrs. Becker, Beck, Descheneaux, Cox, Zuckert, China and Cadieux each earned 12,345, 3,085, 6,172, 6,172, 3,085, 6,172 and 6,172 shares, respectively, of our Common Stock upon vesting of the strategic business objectives.)PRSUs granted under the SEE Awards. 35 Executive Benefits and Other Executive Compensation-Related Matters Executive Benefits Employee Retirement Benefits Our NEOs are eligible to participate in our SVB Financial Group 401(k) (“401(k) Plan”) and Employee Stock Ownership Plan (“ESOP”), our combined qualified retirement and profit-sharing plan that is generally available to all of the Company’s U.S. employees. Our NEOs participate in the plan on the same terms as all other eligible employees. Other than our 401(k) Plan, weWe do not provide any pension, excess retirement or supplemental executive retirement (“SERP”) benefits to our NEOs. Under our 401(k) Plan, our U.S. employees, including our NEOs, may make voluntary pre-tax and/or traditional/Roth post-tax deferrals up to the maximum provided for by IRS regulations and our Plan. The Company provides dollar-for-dollar matching contributions up to a maximum of 5% of eligible compensation or the Internal Revenue Section 401(a) compensation limit, whichever is less. Company 401(k) matching contributions vest immediately upon deposit into the individual’s 401(k) account. The combined plan also includes a profit-sharing component. Under the ESOP, we may make discretionary annual contributions for U.S. employees, as determined by the CompensationComp/HC Committee. ESOP and profit-sharing contributions may be in the form of cash, Common Stock or a combination of both, and are subject to certain vesting conditions. Contributions are determined based on the Company’s performance and are not adjusted to reflect individual performance. Similar to prior years, for 2020,2021, the CompensationComp/HC Committee established performance criteria based on the Company’s adjusted ROE against budget (same as the calculation of 2/3 of the total ICP pool) to fund the ESOP and profit sharing contribution, and set the target funding level to 1.25% of a participant’s eligible compensation based on target ROE performance. Despite a higher allowable maximum under the ESOP, the CompensationThe Comp/HC Committee has committed to a funding maximum of 5%., although a higher maximum is allowed under the 401(k) Plan. Based on the Company’s 20202021 ROE performance, the CompensationComp/HC Committee approved a contribution of 1.19%2.09% of eligible compensation in cash (50%) and Common Stock (50%) for all eligible participants. Prior to his relocation to the U.S. in 2019, Mr. Cox was eligible to participate in our U.K. Group Personal Pension Scheme (“Pension Scheme”) that is generally available to all of the Company’s U.K. employees. Under our Pension Scheme, because Mr. Cox was enrolled in U.K. statutory pension protection, the Company provided him with cash payments in lieu of employer matching contributions in 2019. No such amounts were paid in 2020. Deferred Compensation Plan We do not provide NEOs with any Company-funded deferred compensation benefits. However, in order to help them achieve their retirement objectives, we offer each NEO the opportunity to defer a portion of their income,compensation, beyond what is allowed to be deferred in the Company’s qualified retirement plan.plan (“DCP”). Specifically, under our DCP, each individual may defer 5% to 50% of their base pay and 5% to 100% of eligible incentive payments during each plan year. The DCP is an unfunded plan, and participating executives bear the risk of forfeiture in the event that we cannot fund DCP liabilities. We do not match executive deferrals to the DCP. See “Compensation“Compensation for Named Executive Officers—Non-Qualified Deferred Compensation”below. We establish and maintain a bookkeeping account for each participant that reflects compensation deferrals made by the executive along with any associated hypothetical earnings, expenses, gains and losses. The amount in a participant’s account is adjusted for hypothetical investment earnings or losses in an amount equivalent to the gains or losses reported by the investment options selected by the participant from among the investment options designated for this purpose by the Company. A participant may, in accordance with rules and procedures we establish, change the investments to be used for the purpose of calculating future hypothetical investment adjustments to the participant’s account. The account of each participant is adjusted each business day to reflect: (a)(i) the hypothetical investment earnings and/or losses described above; (b)(ii) participant deferrals; and (c)(iii) distributions or withdrawals from the account. Distributions or withdrawals from the DCP shall be made in full accordance with the requirements of Internal Revenue Code Section 409A. Among the NEOs, Mr. Becker is the only participantNEO who participates in the plan. Health and Welfare Benefits/Time Away From Work Our NEOs are eligible to participate in our standard health and welfare benefits program, which provides medical, dental, life, accident and disability coverage to all of our eligible employees on U.S. payroll.payroll as well as coverage under our wellness programs. We do not provide executives with any health and welfare benefits that are not generally available to other Company employees. Additionally, under our “time away from work” policy, U.S. exempt employees, including our NEOs, do not accrue vacation benefits. Rather, such employees are expected to manage their time away from work, subject to the demands and needs of their jobs. Non-exempt U.S. employees and other non-U.S. employees continue to accrue vacation benefits formulaically. During 2020,2021, executives werecontinued to be eligible to participate in the same COVID-19-related benefits and support that were broadly available to other employees, such as additional wellness webinars and resources, except that executives received a $500 stipend for utilities on a one-time basis while the broader employee based received the stipend on a quarterly basis. Mr. Becker did not receive any stipend.stipend for utilities which the broader employee base received on a quarterly basis. 36 ExecutiveNEO Termination Benefits See “Compensation“Compensation for Named Executive Officers—Other Post-Employment Payments”below. Perquisites We do not have any executive perquisite programs. Other than our executive Change in Control Plan, we do not have any special executive programs that offer benefits exclusively to our executives. Our executives receive the same retirement, health, welfare and other benefits that are generally available to our employees. Executives may also participate in certain programs that are available to members of senior management, such as our Deferred Compensation Plan.Plan described above. From time to time and on a limited basis, we may provide individual benefits deemed to be perquisites, which we generally believe serve, or are related to, a reasonable business-relatedbusiness- related or employment purpose. Additionally, weWe provided certain benefits to Mr. Cox that are deemed to be perquisites, such as car allowance benefits (in 2019) and imputed income for spousal attendance at a business events.event. See “Compensation for Named Executive Officers - Officers—Summary Compensation Table.” Executive Relocation In connection with his promotion to Chief Operations Officer and the relocation of him and his family from London, England to California in 2019 and then to Arizona in 2020, Philip Cox (our former Head of EMEA and President of the UK Branch) received certain benefits, including temporary housing and relocation benefits (such as immigration fees traveland related costs for him and his family, car rental, shipment of goods, etc.), reimbursement for loss on sale of vehicle upon relocation, andas well as tax preparation services costs. Some of these expenses were incurred in 2021 as well. Many of these benefits were similar to the relocation benefits the Company typically provides to other similarly-situated employees relocating internationally or are customary based on U.K. practices. Moreover, Mr. Cox’s relocation benefits are subject to repayment under certain employment termination events. Employment Agreements Except for our at-will offer letters, or as required by law, we do not have any individual employment agreements for our executives. None of our NEOs have an employment agreement.NEOs. Compensation Recovery Policy Our executive officersexecutives and other certain senior level employees are subject to our Recoupment Policy (or clawback policy). Under the policy, subject to the determination of the Board or (in the case of any non-CEO executive, officer) the Compensation Committee,Comp/HC Committee), the Company may recover or adjust any cash or equity-based compensation paid or payable to any such officer, including our NEOs, in the event ofof: (i) a material financial restatement orrestatement; (ii) a material miscalculation of a financial metric used to determine the payment of a bonus or incentive award to such officer, to the extent permitted by applicable law. In October 2020, the Compensation Committee amended the policy by including, as an additional recoupment trigger,law; or (iii) certain misconduct events and expanding the applicability of the policy to certain senior level employees (in addition to the Company’s executive officers). The amended policy became effective in January 2021.events. Tax Considerations Under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), compensation paid to our covered executive officers (including our CEO) will not be deductible to the extent it exceeds $1,000,000. In 2020,2021, the CompensationComp/HC Committee considered the potential future effects of Section 162(m) when determining NEO compensation and the CompensationComp/HC Committee is expected to consider the potential future effects of Section 162(m) when determining future NEO compensation. Stock Option and Other Equity Practices Grant Practices for Executive OfficersExecutives The CompensationComp/HC Committee approved all equity grants in 20202021 made to executive officersexecutives of the Company, except that the independent members of the Board approved equity grants made to the Chief Executive OfficerCEO based on the CompensationComp/HC Committee’s recommendation. Similar to prior years, 20202021 annual equity compensation grants to executives were made effective during the second quarter of the year. Actual equity grants are determined based on the equity compensation dollar value awarded to executives, divided by either (i) the 30-day average (from date of grant) stock price (in the case of PRSUs and RSUs); or (ii) the 30-day average (from date of grant) stock price, multiplied by the ratio of the weighted average grant date fair value of stock options to the weighted average grant date fair value of RSUs, as reported in our most recent Annual Report on Form 10-K (in the case of stock options). The exercise price for stock option grants is equal to the closing market price on the grant’s effective date and time-based grants typically have an annual vesting period of 4 years, subject to continued employment or service. All 20202021 annual grants to our NEOs were made in accordance with this practice. For newly-hired executive officers,executives, the CompensationComp/HC Committee approves an equity grant amount prior to, or shortly after, the executive’s start of employment, and the effective grant date is typically set during an open trading window after they commence employment. 37 Grant Practices for Other Employees The Board has delegated authority to the Equity Awards Committee to make equity grants to non-executive employees under our 2006 Equity Incentive Plan. The Equity Awards Committee is a committee of two, comprised of our Chief Executive OfficerCEO and the Chair of our Board, and may not make equity grants to executives or certain other designated positions. The Equity Awards Committee may make grants only within established individual employee and aggregate share limits as determined by the Board. Any grant that does not meet the requirements established for the Equity Awards Committee must be made by the Board, the CompensationComp/HC Committee or other authorized committee. The CompensationComp/HC Committee typically approves annual grants to all eligible employees, as well as any other grants that the Equity Awards Committee is not authorized to approve. Policy Prohibitions Against Hedging and Pledging Under our Insider Trading Policy, our directors, executive officers (includingemployees, including our NEOs)NEOs, and employeesdirectors are not permitted to hedge, sell puts or short, or otherwise engage in any transaction designed to establish downside price protection in any of the Company’s publicly-traded securities at any time. Additionally, our policy restricts directors, and executive and Section 16 officers from holding in a margin account, or pledging or using as collateral to secure personal loans or other obligations, the Company’s publicly-traded securities at any time. Equity Ownership Guidelines for Executive Officers   The Company maintains stock ownership guidelines for certain employees, including the Company’s executive officers includingand the NEOs. These stock ownership guidelines reflect the Board’s belief in the importance of aligning the economic interests of stockholders and management.management with stockholders. The CompensationComp/HC Committee is responsible for setting and periodically reviewing the guidelines. Guidelines for each executive position are determined based on factors including the executive role, scope of responsibilities, base salary levels, Company stock price performance and market data. The current equity ownership guidelines applicable to executive officers are based on the value of the Company’s common stock as a percentage of annual base salary, as set forth in the table on the right.   No changes to the equity ownership guidelines for executive officers were made in 2020.2021. Chief Executive Officer 600%     President of Silicon Valley Bank 400%     Chief Financial Officer Chief Operations Officer Chief Risk Officer 300%     Chief Human Resources Officer Chief Marketing and Strategy Officer General Counsel 200%       All executive officers have 5 years from the date on which they become an executive officer to attain the minimum level of ownership. The Governance Committee monitors compliance with these guidelines and reviews executive equity holdings on a quarterly basis. In evaluating whether executives are Chief Executive Officer 600% President of Silicon Valley Bank 400% Chief Credit Officer Chief Financial Officer Chief Operations Officer Chief Risk Officer President, SVB Capital 300% Chief Human Resources Officer Chief Marketing Officer General Counsel 200% meeting the ownership guidelines, the Governance Committee considers the following as shares owned:   shares beneficially owned,actually held, shares owned through investment in the Company’s stock fund in the SVB Financial Group 401(k) and Employee Stock Ownership Plan, and earned but unvested awards of restricted stock awards and restricted stock units (subject to either time-based or performance-based vesting).units. Neither vested nor unvested stock options nor unvested restricted stock units subject to performance based conditions count towards the ownership guidelines.guidelines; provided that earned restricted stock units (based on performance achievement) and subject only to continued time-based vesting conditions may be counted. Exceptions to meeting the guidelines due to personal financial or other reasons are reviewed and determined by the Governance Committee. As of December 31, 2020,2021, all of our NEOs were in compliance with the applicable ownership guidelines or otherwise expected to achieve the requisite ownership levels within the designated 5-year time-frame. 38 COMPENSATION FOR NAMED EXECUTIVE OFFICERS Summary Compensation Table The following table sets forth the compensation paid to our NEOs for the years ended December 31, 2021, 2020 2019 and 2018,2019, respectively:   Name and Principal Position    Year    Salary ($) (1)      Bonus ($) (2)      Stock Awards ($) (3) (4)      Stock Option Awards ($) (3) (4)      Non-Equity Incentive Plan Compensation ($) (5)      All Other Compensation ($) (6)      Total ($)      Year    Salary ($) (1)(2)      Stock Awards ($) (3)(4)      Stock Option Awards ($) (3) (4)      Non-Equity Incentive Plan Compensation ($) (5)      All Other Compensation ($) (6)      Total ($)       Greg Becker President & Chief Executive Officer    2020      1,007,692        –        3,573,032        1,245,305        1,690,000        19,172        7,535,201      2021      1,040,385        4,238,529        1,622,657        3,000,000        20,561        9,922,132   2019      995,385        –        6,349,966        1,991,088        1,320,000        21,106        10,677,545   2020      1,007,692        3,573,032        1,245,305        1,690,000        19,172        7,535,201      2018      953,654        2,500        3,750,539        1,312,805        1,745,000        22,858        7,787,356      2019      995,385        6,349,966        1,991,088        1,320,000        21,106        10,677,545   Dan Beck Chief Financial Officer    2020      604,616        –        992,397        345,882        830,000        4,176        2,777,071      2021      680,769        1,199,285        459,072        1,400,000        20,561        3,759,687   2019      593,846        –        1,692,513        530,965        575,000        14,157        3,406,481   2020      604,616        992,397        345,882        830,000        4,176        2,777,071      2018      547,789        10,000        1,338,065        245,753        700,000        23,729        2,865,336      2019      593,846        1,692,513        530,965        575,000        14,157        3,406,481   Michael Descheneaux President of Silicon Valley Bank    2020      755,769        –        1,588,055        553,476        1,100,000        18,828        4,016,128      2021      770,193        1,759,027        673,564        1,600,000        20,876        4,823,661   2019      748,654        –        3,002,198        941,137        900,000        21,959        5,613,948   2020      755,769        1,588,055        553,476        1,100,000        18,828        4,016,128      2018      723,462        –        1,638,638        573,635        1,100,000        19,111        4,054,846      2019      748,654        3,002,198        941,137        900,000        21,959        5,613,948   Philip Cox (7) Chief Operations Officer    2020      604,616        –        992,397        345,882        800,000        296,423        3,039,318   2019      610,170        –        2,312,060        723,763        575,000        439,562        4,660,555   John China President of SVB Capital    2020      625,673        –        992,397        345,882        830,000        24,312        2,818,264   2019      595,539        –        2,312,060        723,763        650,000        19,340        4,300,702   Philip Cox Chief Operations Officer    2021      620,193        1,119,484        428,553        1,200,000        48,026        3,416,256   2020      604,616        992,397        345,882        800,000        296,423        3,039,318      2018      556,096        –        936,365        327,776        750,000        22,430        2,592,667      2019      610,170        2,312,060        723,763        575,000        439,562        4,660,555   Michael Zuckert (7) General Counsel    2021      620,193        878,951        336,782        1,075,000        20,561        2,931,487   John China (8) President of SVB Capital    2021      645,192        1,119,484        417,480        1,300,000        20,943        3,503,099   2020      625,673        992,397        345,882        830,000        24,312        2,818,264      2019      595,539        2,312,060        723,763        650,000        19,340        4,300,702   Marc Cadieux (7) (8) Chief Credit Officer    2021      645,192        998,655        372,675        1,000,000        20,561        3,037,083     (1) (1) The “Salary” column represents base salary paid to each NEO during 2021, and includes amounts deferred under the Company’s 401(k) Plan and Deferred Compensation Plan, as applicable. For 2021, the percentage of base salary with respect to total compensation for Messrs. Becker, Beck, Descheneaux, Cox, Zuckert, China and Cadieux was 10%, 18%, 16%, 18%, 21%, 18% and 21%, respectively. (2) For Mr. Cox, the 2019 amount includes the value of accrued but unused U.K. Holiday Pay, which was paid to him upon his relocation to the U.S. For reporting purposes in this Proxy Statement and where applicable, any compensation for Mr. Cox paid or otherwise denominated in British pounds was converted to U.S. dollars based on the exchange rate on the date paid or incurred. (2) For Mr. Becker, the 2018 amount reflects the value of our standard cash gift card for employees reaching 25 years of service. For Mr. Beck, the 2018 amount reflects a cash bonus. (3) Values indicated for equity awards reflect the fair value of grants made during the fiscal year. Such values were computed in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”). The amounts disclosed may never be realized. Assumptions used in calculating these amounts are included in the note entitled “Share-based Compensation” in our audited financial statements included in our Annual Report on Form 10-K for the applicable year. The amounts disclosed under the “Stock Awards” column also include the fair value of grants of certain performance-based restricted stock unit awards reported based on achievement at target level. The aggregate maximum grant date fair value of such2021 awards, assuming the highest level of achievement of the performance conditions is 150%(150% of the target level.level at grant date fair value) was $4,228,573, $1,196,470, $1,754,897, $1,116,855, $876,888, $1,116,855, and $996,311, for Messrs. Becker, Beck, Descheneaux, Cox, Zuckert, China and Cadieux, respectively. For details of 20202021 grants, see “Grants“Grants of Plan-Based Awards”Awards”. 39 (4) 2019 Stock Awards and Stock Option Awards include special one-time executive equity awards, subject to performance andand/or time-based cliff vesting. (5) Non-Equity Incentive Plan Compensation is comprised of ICP payments for each NEO. For 2021, the percentage of ICP payout with respect to total compensation for Messrs. Becker, Beck, Descheneaux, Cox, Zuckert, China and Cadieux was 30%, 37%, 33%, 35%, 37%, 37% and 33%, respectively. (6) The following table provides the amounts of other compensation, including perquisites, paid to, or on behalf of, our NEOs during 20202021 included in the “All Other Compensation” column. Perquisites and other personal benefits are valued on the basis of the aggregate incremental cost to the Company.        Greg Becker   Dan Beck   Michael Descheneaux   Philip Cox   John China 401(k) Match                $ 14,635           –                     $ 14,538                     $ 14,481                     $ 14,524       ESOP      3,392       3,392       3,392       3,392       3,392   Taxes Either Reimbursed or Paid on Behalf of NEO (a)      1,145       284       398       145,962       5,896   International Relocation Benefits (b)      –         –         –         131,808       –     Other Employment-Related Benefits (c)      –       –       –       280       –   Utility Stipend (d)      –       500       500       500       500                                            Total                $     19,172                 $     4,176                 $     18,828                 $     296,423                 $     24,312                                                  Greg Becker      Dan Beck      Michael Descheneaux      Philip Cox      Michael Zuckert      John China      Marc Cadieux   401(k) Match (a)      $14,500        $14,500        $14,500        $14,500        $14,500        $14,500        $14,500   ESOP and Profit Sharing (a)      6,061        6,061        6,061        6,061        6,061        6,061        6,061   Taxes Either Reimbursed or Paid on Behalf of NEO (b)      –        –        315        3,047        –        382        –   International Relocation Benefits (c)      –        –        –        23,716        –        –        –   Other Employment-Related Benefits (d)      –        –        –        702        –        –        –            Total      $20,561        $20,561        $20,876        $48,026        $20,561        $20,943        $20,561                (a) Amounts represent imputed income tax reimbursements401(k) matching and for Mr. Cox, (i) estimated imputed income taxESOP and estimated income taxes paidprofit-sharing benefits are provided under broad-based employee benefit plans that are generally available to U.S. employees on behalf of Mr. Cox that were incurred due to international business travel and relocation and (ii) estimated imputed income taxes to be paid on behalf of Mr. Cox that relate to 2020 relocation benefits and services incurred, but not yet paid.a non-discriminatory basis.   (b) Amounts represent imputed income tax gross-ups related to non-cash awards and/or spousal attendance at business events, and, for Mr. Cox, imputed income for tax preparation services provided related to his relocation. (c) Amount represents relocation benefits associated with Mr. Cox’s relocation from the U.K. to the U.S and relocation within the U.S., which consisted of (i) temporary housing costs of $73,339, (ii) allowance for relocation expenses of $31,500 and (iii) immigration services, estimated cost of tax preparation services, and reimbursement for loss on sale of vehicles.related to professional fees paid by the Company.   (c)(d) AmountFor Mr. Cox, amount represents imputed income for spousal attendance at a business events and the cost of executive travel booking services. (d) Amount represents utility stipend to help defray the cost of working from home.event.   (7) For reporting purposesMessrs. Zuckert and Cadieux were not NEOs in 2019 or 2020. As such, information provided in this Proxy Statement and where applicable, any compensation for Mr. Cox paid or otherwise denominated in British pounds was convertedSummary Compensation Table relates to U.S. dollars based on the exchange rate on the date paid or incurred or, for items not yet paid or incurred, the exchange rate on December 31, 2020.2021 only. (8) Messrs. China and Cadieux were formerly designated as executive officers. As they were executive officers for part of the 2021 year, they are included in this 2022 proxy statement. 40 Grants of Plan-Based Awards The following table sets forth all plan-based awards, including equity awards and non-equity incentive awards, made to our NEOs during the year ended December 31, 2020.2021.       Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)           Estimated Future Payouts Under Equity Incentive Plan Awards (2)     All Other Stock Awards; Number of Shares of Stock or Units (3)   All Other Option Awards; Number of Securities Underlying Options   Exercise or Base Price of Option Awards $   Grant Date Fair Value of Stock and Option Awards (4) $       Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)           Estimated Future Payouts Under Equity Incentive Plan Awards (2)     All Other Stock Awards; Number of Shares of Stock or Units (3)   All Other Option Awards; Number of Securities Underlying Options   Exercise or Base Price of Option Awards ($)   Grant Date Fair Value of Stock and Option Awards (4) ($)   Name   Grant Date   Compensation Committee or Board Approval Date   Threshold ($)   Target ($)   Maximum ($)       Threshold (#)   Target (#)   Maximum (#)     Grant Date   Compensation Committee or Board Approval Date   Threshold ($)   Target ($)   Maximum ($)       Threshold (#)   Target (#)   Maximum (#)           Greg Becker   January 23, 2020   January 23, 2020     –       1,300,000       –         –       –       –       –       –       –       –     January 21, 2021   January 21, 2021     –       1,575,000       –         –       –       –       –       –       –       –     May 1, 2020   April 23, 2020     –       –       –         6,502       13,005       19,507       –       –       –       2,371,072     May 3, 2021   April 22, 2021     –       –       –         2,514       5,028       7,542       –       –       –       2,819,049     May 1, 2020   April 23, 2020     –       –       –         –       –       –       6,502       –       –       1,201,960     May 3, 2021   April 22, 2021     –       –       –         –       –       –       2,514       –       –       1,419,480     May 1, 2020   April 23, 2020     –       –       –         –       –       –       –       18,974       184.86       1,245,305     May 3, 2021   April 22, 2021     –       –       –         –       –       –       –       7,550       564.63       1,622,657   Dan Beck   January 22, 2020   January 22, 2020     –       600,000       –         –       –       –       –       –       –       –     January 20, 2021   January 20, 2021     –       700,000       –         –       –       –       –       –       –       –     May 1, 2020   April 22, 2020     –       –       –         1,806       3,612       5,418       –       –       –       658,540     May 3, 2021   April 21, 2021     –       –       –         711       1,423       2,134       –       –       –       797,833     May 1, 2020   April 22, 2020     –       –       –         –       –       –       1,806       –       –       333,857     May 3, 2021   April 21, 2021     –       –       –         –       –       –       711       –       –       401,452     May 1, 2020   April 22, 2020     –       –       –         –       –       –       –       5,270       184.86       345,882     May 3, 2021   April 21, 2021     –       –       –         –       –       –       –       2,136       564.63       459,072   Michael Descheneaux   January 22, 2020   January 22, 2020     –       825,000       –         –       –       –       –       –       –       –     January 20, 2021   January 20, 2021     –       852,500       –         –       –       –       –       –       –       –     May 1, 2020   April 22, 2020     –       –       –         2,890       5,780       8,670       –       –       –       1,053,810     May 3, 2021   April 21, 2021     –       –       –         1,043       2,087       3,130       –       –       –       1,170,118     May 1, 2020   April 22, 2020     –       –       –         –       –       –       2,890       –       –       534,245     May 3, 2021   April 21, 2021     –       –       –         –       –       –       1,043       –       –       588,909     May 1, 2020   April 22, 2020     –       –       –         –       –       –       –       8,433       184.86       553,476     May 3, 2021   April 21, 2021     –       –       –         –       –       –       –       3,134       564.63       673,564   Philip Cox   January 22, 2020   January 22, 2020     –       600,000       –         –       –       –       –       –       –       –     January 20, 2021   January 20, 2021     –       625,000       –         –       –       –       –       –       –       –     May 1, 2020   April 22, 2020     –       –       –         1,806       3,612       5,418       –       –       –       658,540     May 3, 2021   April 21, 2021     –       –       –         664       1,328       1,992       –       –       –       744,570     May 1, 2020   April 22, 2020     –       –       –         –       –       –       1,806       –       –       333,857     May 3, 2021   April 21, 2021     –       –       –         –       –       –       664       –       –       374,914     May 1, 2020   April 22, 2020     –       –       –         –       –       –       –       5,270       184.86       345,882     May 3, 2021   April 21, 2021     –       –       –         –       –       –       –       1,994       564.63       428,553   Michael Zuckert   January 20, 2021   January 20, 2021     –       562,500       –         –       –       –       –       –       –       –     May 3, 2021   April 21, 2021     –       –       –         521       1,043       1,564       –       –       –       584,779     May 3, 2021   April 21, 2021     –       –       –         –       –       –       521       –       –       294,172     May 3, 2021   April 21, 2021     –       –       –         –       –       –       –       1,567       564.63       336,782   John China   January 22, 2020   January 22, 2020     –       625,000       –         –       –       –       –       –       –       –     January 20, 2021   January 20, 2021     –       715,000       –         –       –       –       –       –       –       –     May 1, 2020   April 22, 2020     –       –       –         1,806       3,612       5,418       –       –       –       658,540     May 3, 2021   April 21, 2021     –       –       –         664       1,328       1,992       –       –       –       744,570     May 1, 2020   April 22, 2020     –       –       –         –       –       –       1,806       –       –       333,857     May 3, 2021   April 21, 2021     –       –       –         –       –       –       664       –       –       374,914     May 1, 2020   April 22, 2020     –       –       –         –       –       –       –       5,270       184.86       345,882     May 3, 2021   April 21, 2021     –       –       –         –       –       –       –       1,994       564.63       417,480   Marc Cadieux   January 20, 2021   January 20, 2021     –       520,000       –         –       –       –       –       –       –       –     May 3, 2021   April 21, 2021     –       –       –         592       1,185       1,777       –       –       –       664,394     May 3, 2021   April 21, 2021     –       –       –         –       –       –       592       –       –       334,261     May 3, 2021   April 21, 2021     –       –       –         –       –       –       –       1,780       564.63       372,675     (1) The ICP amounts represent target levels. There are no individual thresholds or maximum amounts. (2) For the performance-based restricted stock unit grants to the NEOs made in 2020,2021, the performance achievement will be determined as of December 31, 20222023 for the 2020-20222021-2023 performance period based upon the performance criteria presented under “Compensation“Compensation Discussion and Analysis—Equity Incentives” above.Incentives”. (3) The stock awards reported reflect restricted stock unit awards granted to each NEO. (4) The fair values reported above are also reported in the “Summary Compensation Table” under the “Stock Awards” and “Stock Option Awards” columns. Amounts shown represent the grant date fair values of stock options and stock awards granted in the fiscal year indicated, which were computed in accordance with ASC Topic 718. The amounts disclosed may never be realized. Assumptions used in calculating these amounts are included in the note entitled “Share-based Compensation” of our audited financial statements included in our Annual Report on Form 10-K for the applicable year. 41 Outstanding Equity Awards at Fiscal Year End The following tables set forth all outstanding equity awards to the NEOs as of December 31, 2021. The exercise price for each of the stock option grants reported below is equal to the closing market price on the applicable grant date. The vesting schedule for each outstanding equity award is provided in the footnotes to the table below. Outstanding stock awards are valued based upon the closing market price of our stock as of December 31, 2021, which was $678.24 per share.      OPTION AWARDS    STOCK AWARDS       Name    Number of Securities Underlying Unexercised Options (#  Exercisable)     Number of Securities Underlying Unexercised Options (# Unexercisable)            Equity Incentive Plan Awards; Number of Securities Underlying Unexercised Unearned Options (#)      Option Exercise Price ($/Sh)      Option Expiration Date    Number of Shares or Units of Stock That Have Not Vested (#)            Market Value of Shares or Units of Stock That Have Not Vested ($)      Equity Incentive Plan Awards; Number of Unearned Shares, Units or Other  Rights That Have Not Vested (#)            Equity Incentive Plan Awards; Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)       Greg Becker      12,451       –            105.18      May 2, 2023      985       (1 )      668,066        –         –            15,920       –            178.39      May 2, 2024      2,186       (2 )      1,482,633        –         –            9,267       3,089       (1 )      –         305.46      May 1, 2025      4,115       (1 )      2,790,958        –         –            6,085       6,084       (2 )      –         250.43      May 1, 2026      4,876       (3 )      3,307,098        –         –            –       11,453       (1 )      –         250.43      May 1, 2026      2,514       (4 )      1,705,095        –         –            4,744       14,230       (3 )      –         184.86      May 1, 2027      10,492       (5 )      7,116,094        –         –            –       7,550       (4 )      –         564.63      May 3, 2028      12,345       (6 )      8,372,873        –         –                                  19,507       (7 )      13,230,428                                  7,542       (8 )      5,115,286         Dan Beck      –       578       (1 )      –         305.46      May 1, 2025      184       (1 )      124,796        –         –            –       1,718       (2 )         250.43      May 1, 2026      616       (2 )      417,796        –         –            –       2,863       (1 )      –         250.43      May 1, 2026      1,028       (1 )      697,231        –         –            –       3,952       (3 )      –         184.86      May 1, 2027      1,354       (3 )      918,337        –         –            –       2,136       (4 )      –         564.63      May 3, 2028      711       (4 )      482,229        –         –                           2,962       (5 )      2,008,947        –         –                           3,085       (6 )      2,092,370        –         –                                  5,418       (7 )      3,674,704                                  2,134       (8 )      1,447,364         Michael Descheneaux      2,633       –         –         178.39      May 2, 2024      430       (1 )      291,643        –         –            4,050       1,349       (1 )      –         305.46      May 1, 2025      976       (2 )      661,962        –         –            2,720       2,720       (2 )      –         250.43      May 1, 2026      2,057       (1 )      1,395,140        –         –            –       5,726       (1 )      –         250.43      May 1, 2026      2,167       (3 )      1,469,746        –         –            2,109       6,324       (3 )      –         184.86      May 1, 2027      1,043       (4 )      707,404        –         –            –       3,134       (4 )      –         564.63      May 3, 2028      4,690       (5 )      3,180,946        –         –                           6,172       (6 )      4,186,097        –         –                                  8,670       (7 )      5,880,341                                  3,130       (8 )      2,122,891         Philip Cox      109       –         –         178.39      May 2, 2024      178       (1 )      120,727        –         –            669       –         –         178.39      May 2, 2024      514       (2 )      348,615        –         –            1,677       559       (1 )      –         305.46      May 1, 2025      2,057       (1 )      1,395,140        –         –            1,432       1,431       (2 )      –         250.43      May 1, 2026      1,354       (3 )      918,337        –         –            –       5,726       (1 )      –         250.43      May 1, 2026      664       (4 )      450,351        –         –            1,318       3,952       (3 )      –         184.86      May 1, 2027      2,468       (5 )      1,673,896        –         –            –       1,994       (4 )         564.63      May 3, 2028      6,172       (6 )      4,186,097        –         –                                  5,418       (7 )      3,674,704                                  1,992       (8 )      1,351,054     42      OPTION AWARDS    STOCK AWARDS       Name    Number of Securities Underlying Unexercised Options (#  Exercisable)     Number of Securities Underlying Unexercised Options (# Unexercisable)            Equity Incentive Plan Awards; Number of Securities Underlying Unexercised Unearned Options (#)      Option Exercise Price ($/Sh)      Option Expiration Date    Number of Shares or Units of Stock That Have Not Vested (#)            Market Value of Shares or Units of Stock That Have Not Vested ($)      Equity Incentive Plan Awards; Number of Unearned Shares, Units or Other  Rights That Have Not Vested (#)            Equity Incentive Plan Awards; Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)       Michael Zuckert      580       –            178.39      May 2, 2024      147       (1 )      99,701        –         –            1,389       462       (1 )         305.46      May 1, 2025      360       (2 )      244,166        –         –            1,002       1,002       (2 )         250.43      May 1, 2026      1,028       (1 )      697,231        –         –            –       2,863       (1 )         250.43      May 1, 2026      975       (3 )      661,284        –         –            949       2,845       (3 )         184.86      May 1, 2027      521       (4 )      353,363        –         –            –       1,567       (4 )         564.63      May 3, 2028      1,728       (5 )      1,171,999        –         –                           3,085       (6 )      2,092,370        –         –                                  3,901       (7 )      2,645,814                                  1,564       (8 )      1,060,767         John China      –       771       (1 )      –        305.46      May 1, 2025      246       (1 )      166,847        –         –            1,432       1,431       (2 )      –        250.43      May 1, 2026      514       (2 )      348,615        –         –            –       5,726       (1 )      –        250.43      May 1, 2026      2,057       (1 )      1,395,140        –         –            1,318       3,952       (3 )      –        184.86      May 1, 2027      1,354       (3 )      918,337        –         –            –       1,994       (4 )      –        564.63      May 3, 2028      664       (4 )      450,351        –         –                           2,468       (5 )      1,673,896        –         –                           6,172       (6 )      4,186,097        –         –                                  5,418       (7 )      3,674,704                                  1,992       (8 )      1,351,054         Marc Cadieux      2,716       –            129.81      May 1, 2022      196       (1 )      132,935        –         –            4,829       –            105.18      May 2, 2023      514       (2 )      348,615        –         –            3,095       –            178.39      May 2, 2024      2,057       (1 )      1,395,140        –         –            1,851       617       (1 )         305.46      May 1, 2025      1,083       (3 )      734,534        –         –            1,432       1,431       (2 )         250.43      May 1, 2026      592       (4 )      401,518        –         –            –       5,726       (1 )         250.43      May 1, 2026      2,468       (5 )      1,673,896        –         –            1,054       3,162       (3 )         184.86      May 1, 2027      6,172       (6 )      4,186,097        –         –            –       1,780       (4 )         564.63      May 3, 2028             4,335       (7 )      2,940,170                                  1,777       (8 )      1,205,232     (1) Options and restricted stock units scheduled to vest on May 1, 2022. (2) Options and restricted stock units scheduled to vest with respect to one-half of the underlying shares on each of May 1, 2022 and 2023, respectively. (3) Options and restricted stock units scheduled to vest with respect to one-third of the underlying shares on each of May 1, 2022, 2023 and 2024, respectively. (4) Options and restricted stock units scheduled to vest with respect to one-fourth of the underlying shares on each of May 3, 2022, 2023, 2024 and 2025, respectively. (5) Performance-based restricted stock units vested on January 31, 2022, reflecting true earned shares of 120% of target. (6) Performance-based restricted stock units vested on January 31, 2022, reflecting true earned shares of 150% of target. (7) Performance-based restricted stock units scheduled to vest on January 31, 2023, assuming maximum award at 150% of target. (8) Performance-based restricted stock units scheduled to vest on January 31, 2024, assuming maximum award at 150% of target. 43 Option Exercises and Stock Vested The following table sets forth the number of securities underlying equity awards that vested (in the case of restricted stock)stock units) or were exercised (in the case of stock options) by the NEOs during the year ended December 31, 2020,2021, and the value realized upon such vesting or exercise.        OPTION AWARDS             STOCK AWARDS     Name    Number of Shares Acquired on Exercise      Value Realized on Exercise ($)             Number of Shares Acquired on Vesting      Value Realized on Vesting ($)                   Greg Becker      17,343        2,267,257           18,337        4,217,133       Dan Beck      2,205        155,805           1,599        351,217       Michael Descheneaux      4,706        726,780           7,639        1,756,928       Philip Cox      –        –           3,224        740,832       John China      16,901        2,498,189           4,553        1,048,543     Outstanding Equity Awards at Fiscal Year End The following tables set forth all outstanding equity awards to the NEOs as of December 31, 2020. The exercise price for each of the stock option grants reported below is equal to the closing market price on the applicable grant date. The vesting schedule for each outstanding equity award is provided in the footnotes to the table below. Outstanding stock awards are valued based upon the closing market price of our stock as of December 31, 2020, which was $387.83 per share.                      OPTION AWARDS             STOCK AWARDS     Name   Number of Securities Underlying Unexercised Options (# Exercisable)      Number of Securities Underlying Unexercised Options (# Unexercisable)           Equity Incentive Plan Awards; Number of Securities Underlying Unexercised Unearned Options      Option Exercise Price (per option) ($)      Option Expiration Date             Number of Shares or Units of Stock That Have Not Vested      Market Value of Shares or Units of Stock That Have Not Vested      Equity Incentive Plan Awards; Number of Unearned Shares, Units or Other Rights That Have Not Vested           Equity Incentive Plan Awards; Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)                               Greg Becker     12,000        –                 –             107.98        April 29, 2021             –        –        1,236       (1 )      479,358         16,237        –                 –             129.81        May 1, 2022           –        –        1,970       (2 )      764,025         24,951        –                 –             105.18        May 2, 2023           –        –        3,279       (3 )      1,271,695         11,940        3,980               (1 )      –             178.39        May 2, 2024           –        –        4,115       (4 )      1,595,920         6,178        6,178               (2 )      –             305.46        May 1, 2025           –        –        6,502       (5 )      2,521,671         3,043        9,126               (3 )      –             250.43        May 1, 2026           –        –        11,824       (6 )      4,585,702         –        11,453               (4 )      –             250.43        May 1, 2026           –        –        13,116       (7 )      5,086,778         –        18,974               (5 )      –             184.86        May 1, 2027           –        –        12,345       (7 )      4,787,761                                  19,507       (8 )      7,565,400       Dan Beck     –        734               (9 )      –             169.49        June 5, 2024           –        –        684       (9 )      265,276         1,157        1,156               (2 )      –             305.46        May 1, 2025           –        –        421       (9 )      163,276         859        2,577               (3 )      –             250.43        May 1, 2026           –        –        368       (2 )      142,721         –        2,863               (4 )      –             250.43        May 1, 2026           –        –        925       (3 )      358,743         –        5,270               (5 )      –             184.86        May 1, 2027           –        –        1,028       (4 )      398,689                                  1,806       (5 )      700,421                                  5,166       (6 )      2,003,530                                  3,703       (7 )      1,436,134                                  3,085       (7 )      1,196,456                                  5,418       (8 )      2,101,263                          OPTION AWARDS           STOCK AWARDS     Name   Number of Securities Underlying Unexercised Options (# Exercisable)      Number of Securities Underlying Unexercised Options (# Unexercisable)           Equity Incentive Plan Awards; Number of Securities Underlying Unexercised Unearned Options      Option Exercise Price (per option) ($)    Option Expiration Date           Number of Shares or Units of Stock That Have Not Vested      Market Value of Shares or Units of Stock That Have Not Vested      Equity Incentive Plan Awards; Number of Unearned Shares, Units or Other Rights That Have Not Vested           Equity Incentive Plan Awards; Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)                               Michael Descheneaux     3,158        –                 –           105.18    May 2, 2023         –        –        515       (1 )      199,732         4,975        1,658               (1 )      –           178.39    May 2, 2024         –        –        860       (2 )      333,534         2,700        2,699               (2 )      –           305.46    May 1, 2025         –        –        1,465       (3 )      568,171         1,360        4,080               (3 )      –           250.43    May 1, 2026         –        –        2,057       (4 )      797,766         –        5,726               (4 )      –           250.43    May 1, 2026         –        –        2,890       (5 )      1,120,829         –        8,433               (5 )      –           184.86    May 1, 2027         –        –        5,166       (6 )      2,003,530                                               5,863       (7 )      2,273,847                                  6,172       (7 )      2,393,687                                  8,670       (8 )      3,362,486       Philip Cox     905        –                 –           105.18    May 2, 2023         –        –        216       (1 )      83,771         82        27               (1 )      –           178.39    May 2, 2024         –        –        356       (2 )      138,067         2,008        669               (1 )      –           178.39    May 2, 2024         –        –        771       (3 )      299,017         1,118        1,118               (2 )      –           305.46    May 1, 2025         –        –        2,057       (4 )      797,766         716        2,147               (3 )      –           250.43    May 1, 2026         –        –        1,806       (5 )      700,421         –        5,726               (4 )      –           250.43    May 1, 2026         –        –        2,140       (6 )      829,956         –        5,270               (5 )      –           184.86    May 1, 2027         –        –        3,085       (7 )      1,196,456                                  6,172       (7 )      2,393,687                                  5,418       (8 )      2,101,263       John China     1,509        –                 –           105.18    May 2, 2023         –        –        309       (1 )      119,839         1,995        995               (1 )      –           178.39    May 2, 2024         –        –        492       (2 )      190,812         1,543        1,542               (2 )      –           305.46    May 1, 2025         –        –        771       (3 )      299,017         716        2,147               (3 )      –           250.43    May 1, 2026         –        –        2,057       (4 )      797,766         –        5,726               (4 )      –           250.43    May 1, 2026         –        –        1,806       (5 )      700,421         –        5,270               (5 )      –           184.86    May 1, 2027         –        –        2,952       (6 )      1,144,874                                  3,085       (7 )      1,196,456                                  6,172       (7 )      2,393,687                                  5,418       (8 )      2,101,263     (1) Options and awards scheduled to vest on May 2, 2021. (2) Options and awards scheduled to vest with respect to one-half of the underlying shares on each of May 1, 2021 and 2022, respectively. (3) Options and awards scheduled to vest with respect to one-third of the underlying shares on each of May 1, 2021, 2022 and 2023, respectively. (4) Options and awards scheduled to vest on May 1, 2022. (5) Options and awards scheduled to vest with respect to one-fourth of the underlying shares on each of May 1, 2021, 2022, 2023 and 2024, respectively. (6) Performance-based restricted stock units scheduled to vest on January 29, 2021, reported assuming maximum award at 150% of target. Following the fiscal year-end, the actual shares earned pursuant to these awards were determined to be 95% of target for Mr. Beck and 115% of target for Messrs. Becker, Descheneaux, Cox and China. (7) Performance-based restricted stock units scheduled to vest on January 31, 2022, reported assuming maximum award at 150% of target. (8) Performance-based restricted stock units scheduled to vest on January 31, 2023, reported assuming maximum award at 150% of target. (9) Options and awards scheduled to vest on June 5, 2021.     OPTION AWARDS           STOCK AWARDS   Name   Number of Shares Acquired on Exercise     Value Realized on Exercise ($)           Number of Shares Acquired on Vesting     Value Realized on Vesting ($)               Greg Becker     40,737       19,061,185         14,005       6,757,748   Dan Beck     5,505       1,830,177         5,321       2,631,184   Michael Descheneaux     7,158       2,878,310         6,117       2,951,516   Philip Cox     2,913       909,808         2,852       1,421,916   Michael Zuckert     7,316       2,497,416         2,190       1,064,277   John China     6,813       3,161,311         3,646       1,793,343   Marc Cadieux     4,479       1,599,540         2,973       1,468,616   Pension Benefits We do not maintain any defined benefit pension plans in which any of our executive officers participate. Non-Qualified Deferred Compensation The following table sets forth information about executive contributions to, earnings from, and distributions of non-qualified deferred compensation under our Deferred Compensation Plan. There were no above-market or preferential earnings on any compensation that was deferred. We do not maintain any other non-qualified deferred compensation program for our NEOs.   Name    Executive Contributions in Last FY ($)      Registrant Contributions in Last FY ($)      Aggregate Earnings in Last FY ($)      Aggregate Withdrawals/ Distributions ($)      Aggregate Balance at Last December 31, 2020 ($)      Executive Contributions in Last FY ($)      Registrant Contributions in Last FY ($)      Aggregate Earnings in Last FY ($)      Aggregate Withdrawals/ Distributions ($)   Aggregate Balance at Last December 31, 2021 ($)       Greg Becker (1)      –        –        153,347        52,207        1,129,148          –        –        173,411        (67,165 )      1,235,394   Dan Beck      –        –        –        –        –          –        –        –        –       –   Michael Descheneaux      –        –        –        –        –     MichaeI Descheneaux      –        –        –        –       –   Philip Cox      –        –        –        –        –          –        –        –        –       –   Michael Zuckert      –        –        –        –       –   John China      –        –        –        –        –          –        –        –        –       –   Marc Cadieux      –        –        –        –       –       (1) TheCertain amounts in the above table attributable to Mr. Becker’s 2018 andBecker��s 2019 Deferred Compensation Plan contributions are also reflected in the Summary Compensation Table above. Mr. Becker also elected to participate in the Deferred Compensation Plan in 2005. Other Post-Employment Payments There are certain circumstances in which our NEOs may be entitled to post-employment payments, which are discussed in further detail below: Change in Control Severance Plan Our Change in Control Severance Plan (the “Change in Control Plan”), as adopted in 2006 and amended from time to time, provides a specified severance benefit to our executive officersexecutives, including each of our NEOs, in the event their employment is involuntarily terminated, or they resign from such employment for “good reason” following a change in control of the Company. Under the plan, “cause” is generally defined as a dismissal or discharge for one of the following reasons: (a) the commission of an act of deliberately criminal or fraudulent misconduct, including the willful violation of any material law, or cease and desist order, a deliberate act that constitutes a conflict of interest, or a breach of fiduciary duty; (b) habitual absence from work, intentional failure to perform stated duties, gross negligence; (c) chronic alcohol or drug abuse that results in material impairment to perform duties after reasonable accommodation; (d) the rendering of a verdict of guilty for any felony (other than a law relating to traffic violation or similar offense), whether or not in the line of duty; or (e) removal from office pursuant to an effective order under Section 8(e) of the Federal Deposit Insurance Act 12 U.S.C. Section 1818(e); provided that termination due to death or permanent disability will also be deemed for “cause.” Generally 44 under the plan, “good reason” is defined as the occurrence of any of the following events without the covered employee’s express written consent: (i) a material, involuntary reduction in responsibilities, authorities or functions as in effect immediately prior to the change in control, except in connection with a termination of employment for death, disability, retirement, fraud, misappropriation, embezzlement and other exclusions; (ii) a material reduction in base salary; (iii) a reduction in total compensation to less than 85% of the amount provided for the last full calendar year;year preceding the change in control; or (iv) a relocation of more than 50 miles. We adopted this plan in order to ensure that our executives remain incentivized to consider and, if it is determined by the Board or stockholders (as appropriate) to be in our best interests, to act diligently to promote a change in the control of the Company. The plan does not provide for any 280G excise tax gross-up provisions; however, in the event the severance benefit received by an executive would be subject to an excise tax under Section 4999 of the Code, the executive will receive either the full amount of the severance benefit or a reduced amount such that no portion of the severance benefit is subject to the excise tax, whichever results in the greater after-tax benefit to the executive. We did not make any amendments or changes to the plan in 2020. The plan provides for a cash severance payment equal to 300% of base salary and target ICP incentive for the Chief Executive Officer,CEO, 200% of base salary and target ICP incentive for certain executive officers, including the Chief Financial Officer and the Bank’s President, and 100% of base salary and target ICP incentive for other executive officers.executives. In addition, it provides for up to 12 months of Company-paid COBRA medical, dental and vision coverage, and certain outplacement services. The circumstances that constitute a “change in control” are set forth in the Change in Control Plan. Generally, a change in control includes a merger or consolidation, other than a merger or consolidation in which the owners of our voting securities own 50% or more of the voting securities of the surviving entity; a liquidation or dissolution or the closing of the sale or other disposition of all or substantially all of our assets; an acquisition by any person, directly or indirectly, of 50% or more of our voting securities; and an acquisition by any person, directly or indirectly, of 25% or more of our voting securities and, within 12 months of the occurrence of such event, a change in the composition of the Board occurs as a result of which 60% or fewer of the directors are incumbent directors. Our Change in Control Plan includes a number of restrictive covenants, that governand the executives’ rights to receive benefits under the plan.plan are subject to compliance with such covenants. Generally, unless we provide otherwise in writing, the executive must not directly or indirectly engage in, have any ownership in or participate in the financing, operation, management or control of any person, firm, corporation or business that competes with us or our affiliates, or any of our customers or our affiliates for a period of (i) 18 months, in the case of the chief executive officerCEO (ii) 12 months, in the case of the Chief Financial Officer and the Bank’s President and (iii) six months, in the case of most other covered executives. In addition, unless we provide otherwise in writing, the executive may not directly or indirectly solicit, recruit, otherwise hire or attempt to hire any of our employees or cause any such person to leave his or her employment during the periods described in the previous sentence. Finally, the executive must execute a general release of claims in our favor covering all claims arising out of the executive’s involuntary termination of employment (as defined in the Change in Control Plan) and employment with us and our affiliates. Any benefits payable to an executive under this plan are reduced by any severance benefits we may pay to that executive under any other policy, plan, program or arrangement, including our Group Severance Benefit Policy. Severance Benefit Policy Our Severance Benefit Policy provides severance pay and benefits to eligible employees who are involuntarily terminated from employment due to staff reduction, position elimination, closure of a business unit, organization restructuring or such other circumstances, as we deem appropriate for the payment of severance benefits. The policy is intended to promote our ability to modify our workforce and structure, while providing a reasonable level of certainty and job security to our employees. The policy covers all regular full-time and part-time U.S. employees, including the NEOs. The Severance Benefit Policy provides for a cash severance payment based on job-level. For NEOs, this benefit is equal to six weeks’ pay per year of service including a pro-rata amount for each partial year worked, with a minimum benefit of six months’ pay and a maximum benefit of one year’s pay. In addition, under the policy, we continue to make co-payments for COBRA medical, dental, and vision coverage during the severance pay period and pay designated outplacement services provided by a Company-selected external vendor. Any benefits payable to an executive under this policy are reduced by any severance benefits we pay to that executive under any other policy, plan, program, or arrangement, including our Change in Control Plan discussed above. 2006 Equity Incentive Plan Our 2006 Equity Incentive Plan, in which the NEOs participate, provides for full vesting of outstanding awards in the event of a change in control (as defined in the plan) of the Company only in the event that a successor corporation does not assume or substitute an 45 equivalent option or right for the original equity awards under the plan. In addition, the equity awards described herein granted under the plan described herein are generally subject to certain vesting upon the termination of a participant’s employment due to death or disability, as follows: (i) full vesting of any outstanding stock option awards, restricted stock unit awards subject to time-based vesting, restricted stock awards and stock appreciation rights awards; and (ii) pro-rated vesting forwith any outstanding restricted stock unit awards subject to performance conditions based on the actual level of achievement of the applicable performance conditions vesting as of the end of the applicable performance period for any company performance metrics and as of the date of termination.termination for any individual performance metrics, pro-rated based on the number of calendar days that have elapsed between the commencement date of the applicable performance period and the termination date. Beginning May 2021, executiveannual awards (including options and restricted stock units (subject to both time-based and performance-based vesting conditions)) granted under the plan will beto our NEOs, executives and certain other senior leaders are eligible for continued vesting upon retirement and any outstanding restricted stock unit awards subject to performance conditions will vest (a) in the case of termination due to death, on a target level of achievement of the applicable performance conditions or (b) in the case of termination due to disability, based on the actual level of achievement of the applicable performance conditions as of the date of termination (for individual performance conditions) or as of the end of the applicable performance period (for Company performance conditions).; provided that, the grantee is at least 55 years of age, has provided at least ten years of continuous service and is a good leaver upon retirement and is in good standing (in each case, as defined in the applicable award agreement) through the applicable vesting date. With respect to 2021 annual awards, Messrs. Cox, China and Cadieux met the age and service requirements for continued vesting upon a qualifying retirement. In all cases, with respect to performance-based awards, the level of achievement will be determined by the Company in its sole discretion. Payments upon Termination of Employment The following tables summarize the payments that would be payable to our NEOs, as of December 31, 2020,2021, in the event of various termination scenarios, including voluntary resignation, involuntary termination for cause, involuntary termination (not for cause), involuntary termination for good reason or after a change in control, death and disability. For each of the tables below, where applicable, the market value of unvested equity that would vest is calculated assuming a market value of $678.24 per share (the closing stock price as of December 31, 2021).     GREG BECKER, PRESIDENT & CHIEF EXECUTIVE OFFICER    GREG BECKER, PRESIDENT & CHIEF EXECUTIVE OFFICER   Compensation and Benefits   Voluntary Resignation (including Retirement) ($)          Involuntary Termination for Cause ($)          Involuntary Termination (Not for Cause) ($)(1)          Involuntary or for Good Reason After Change-in- Control ($)(2)   Death ($)   Disability ($)      Voluntary Resignation (including Retirement) ($)       Involuntary Termination (Not for Cause) ($)(1)          Involuntary or for Good Reason After Change in Control ($)(2)       Death ($)       Disability ($)                     Cash severance pay     –                   –                   1,000,000                   6,900,000              –         –          –         1,050,000          7,875,000         –         –     Market value of unvested stock options which would vest (3)     –          –          –          8,021,160         8,021,160         8,021,160          –         –          16,532,574         16,532,574         16,532,574     Market value of unvested restricted stock which would vest (3)     –          –          –          21,775,104     (4)     16,222,541     (5)     16,222,541     (5)         –         –          33,696,998       (3)       28,485,402       (4)       28,485,402       (4)   Company-paid health benefits     –          –          15,837          21,416         –         –          –         15,518          21,046         –         –     Accelerated retirement plan vesting     –          –          –          –         –         –          –         –          –         –         –     Company-paid outplacement benefits     –          –          20,000          20,000         –         –          –         25,000          25,000         –         –                                                                                                  TOTAL(5)                   $  –                    $  –        $  1,035,837        $  36,737,680             $  24,243,701             $  24,243,701          –               1,090,518                58,150,619               45,017,976               45,017,976                                                                                                      (1) Cash severance pay, Company-paid health benefits and Company-paid outplacement benefits reported under “Involuntary Termination (Not for Cause)” are calculated based on the terms of our U.S. Severance Benefit Policy.   (2) Cash severance pay, Company-paid health benefits and Company-paid outplacement benefits reported under “Involuntary or for Good Reason After Change-in-Control”Change in Control” are calculated based on the terms of our Change in Control Severance Plan for Executives.executives. Consistent with that plan, amounts reported are calculated assuming no tax adjustment. Under our 2006 Equity Incentive Plan, if outstanding equity awards are not assumed or substituted by the successor of the Company upon a change-in-controlchange in control event, all such awards will fully vest and all restrictions thereon will lapse. The amounts reported in this table assume that such equity awards are not assumed or substituted.   (3) The market value of unvested equity that would vest is calculated assuming a market value of $387.83 per share (the closing stock price as of December 31, 2020). (4) The amount reported is comprised of (i) the market value of unvested restricted stock units of $6,632,669$9,953,850 and (ii) the market value of performance-based restricted stock unit awards of $15,142,435$23,743,148 (performance-based restricted stock unit awards for which final performance has not been determined as of December 31, 20202021 are deemed to be achieved at target level for purposes of this calculation). See “Other Post-Employment Payments – 2006 Equity Incentive Plan” above..   (5)(4) The amount reported is comprised of (i) the market value of unvested restricted stock units of $6,632,669$9,953,850 and (ii) the market value of performance-based restricted stock unit awards of $9,589,872$18,531,552 (performance-based restricted stock unit awards for which final performance has not been determined as of December 31, 20202021 are deemed to be achieved at target level for purposes of this calculation). Amounts for performance-based restricted stock unit awards are pro-rated for the period elapsed (measured in days) through December 31, 2021. See “Other Post-Employment Payments – 2006 Equity Incentive Plan” above.. (5) Excludes the Deferred Compensation Plan balance for Mr. Becker in the amount of $1,235,394 as of December 31, 2021. Mr. Becker is entitled to receive his account balance under each of the termination scenarios, to be paid in accordance with the Deferred Compensation Plan and Mr. Becker’s payment elections.       DAN BECK, CHIEF FINANCIAL OFFICER    Compensation and Benefits   Voluntary Resignation (including Retirement) ($)            Involuntary Termination for Cause ($)            Involuntary Termination (Not for Cause) ($)(1)            Involuntary or for Good Reason After Change-in- Control ($)(2)         Death ($)         Disability ($)                                    Cash severance pay     –                   –                   300,000                   2,400,000         –         –        Market value of unvested stock options which would vest (3)     –          –          –          2,072,589         2,072,589         2,072,589        Market value of unvested restricted stock which would vest (3)     –          –          –          6,453,879     (4)     4,935,525     (5)     4,935,525     (5)       Company-paid health benefits     –          –          12,281          31,786         –         –        Accelerated retirement plan vesting (6)     –          –          –          7,355     (6)     7,355     (6)     7,355     (6)       Company-paid outplacement benefits     –          –          7,500          7,500         –         –                                                                       TOTAL               $  –                $  –        $  319,781        $  10,973,109         $  7,015,469         $  7,015,469                                                                    46      DAN BECK, CHIEF FINANCIAL OFFICER    Compensation and Benefits    Voluntary Resignation (including Retirement) ($)           Involuntary Termination (Not for Cause) ($)(1)           Involuntary or for Good Reason After Change in Control ($)(2)           Death ($)           Disability ($)                                Cash severance pay      –         350,000         2,800,000         –         –      Market value of unvested stock options which would vest      –         –         4,367,773         4,367,773         4,367,773      Market value of unvested restricted stock which would vest      –         –         9,125,041       (3)       7,665,468       (4)       7,665,468       (4)    Company-paid health benefits      –         23,955         31,150         –         –      Accelerated retirement plan vesting      –         –         6,242       (5)       6,242       (5)       6,242       (5)    Company-paid outplacement benefits      –         7,500         7,500         –         –                                               TOTAL                         –                   381,455               16,337,706               12,039,484               12,039,484                                                  (1) Cash severance pay, Company-paid health benefits and Company-paid outplacement benefits reported under “Involuntary Termination (Not for Cause)” are calculated based on the terms of our U.S. Severance Benefit Policy.   (2) Cash severance pay, Company-paid health benefits and Company-paid outplacement benefits reported under “Involuntary or for Good Reason After Change-in-Control”Change in Control” are calculated based on the terms of our Change in Control Severance Plan for Executives.executives. Consistent with that plan, amounts reported are calculated assuming no tax adjustment. Under our 2006 Equity Incentive Plan, if outstanding equity awards are not assumed or substituted by the successor of the Company upon a change-in-controlchange in control event, all such awards will fully vest and all restrictions thereon will lapse. The amounts reported in this table assume that such equity awards are not assumed or substituted.   (3) The market value of unvested equity that would vest is calculated assuming a market value of $387.83 per share (the closing stock price as of December 31, 2020). (4) The amount reported is comprised of (i) the market value of unvested restricted stock units of $2,029,127$2,640,388 and (ii) the market value of performance-based restricted stock unit awards of $4,424,752$6,484,653 (performance-based restricted stock unit awards for which final performance has not been determined as of December 31, 20202021 are deemed to be achieved at target level for purposes of this calculation). See “Other Post-Employment Payments – 2006 Equity Incentive Plan” above.Plan.”   (5)(4) The amount reported is comprised of (i) the market value of unvested restricted stock units of $2,029,127$2,640,388 and (ii) the market value of performance-based restricted stock unit awards of $2,906,398$5,025,080 (performance-based restricted stock unit awards for which final performance has not been determined as of December 31, 20202021 are deemed to be achieved at target level for purposes of this calculation). Amounts for performance-based restricted stock unit awards are pro-rated for the period elapsed (measured in days) through December 31, 2021. See “Other Post-Employment Payments – 2006 Equity Incentive Plan” above.Plan.”   (6)(5) Mr. Beck was 60%80% vested in his ESOP retirement account as of December 31, 2020.2021. Amounts reported reflect the unvested portion, which would vest in the event of an involuntary termination or resignation for “good reason” following a change-in-control,change in control, death or disability.     MICHAEL DESCHENEAUX, PRESIDENT OF SILICON VALLEY BANK Compensation and Benefits    MICHAEL DESCHENEAUX, PRESIDENT OF SILICON VALLEY BANK     Voluntary Resignation (including Retirement) ($)       Involuntary Termination for Cause ($)       Involuntary Termination (Not for Cause) ($)(1)       Involuntary or for Good Reason After Change-in- Control ($)(2)   Death ($)   Disability ($)   Voluntary Resignation (including Retirement) ($)       Involuntary Termination (Not for Cause) ($)(1)       Involuntary or for Good Reason After Change in Control ($)(2)       Death ($)       Disability ($)                     Cash severance pay     –                  –                  750,000                  3,150,000         –         –          –         775,000         3,255,000         –         –     Market value of unvested stock options which would vest (3)     –         –         –         3,628,559         3,628,559         3,628,559     Market value of unvested stock options which would vest      –         –         7,592,352         7,592,352         7,592,352     Market value of unvested restricted stock which would vest (3)     –         –         –         9,909,444     (4)     7,379,629     (5)     7,379,629     (5)    Market value of unvested restricted stock which would vest      –         –         15,303,808       (3)       13,054,086       (4)       13,054,086       (4)   Company-paid health benefits     –         –         24,563         31,786         –         –          –         23,955         31,150         –         –     Accelerated retirement plan vesting     –         –         –         –         –         –          –         –         –         –         –     Company-paid outplacement benefits     –         –         7,500         7,500         –         –          –         7,500         7,500         –         –                                                                                              TOTAL                   $  –                   $  –       $  782,063       $  16,727,289             $  11,008,188             $  11,008,188          –                 806,455               26,189,810               20,646,438               20,646,438                                                                                              (1) Cash severance pay, Company-paid health benefits and Company-paid outplacement benefits reported under “Involuntary Termination (Not for Cause)” are calculated based on the terms of our U.S. Severance Benefit Policy. (2) Cash severance pay, Company-paid health benefits and Company-paid outplacement benefits reported under “Involuntary or for Good Reason After Change in Control” are calculated based on the terms of our Change in Control Severance Plan for executives. Consistent with that plan, amounts reported are calculated assuming no tax adjustment. Under our 2006 Equity Incentive Plan, if outstanding equity awards are not assumed or substituted by the successor of the Company upon a change in control event, all such awards will fully vest and all restrictions thereon will lapse. The amounts reported in this table assume that such equity awards are not assumed or substituted. (3) The amount reported is comprised of (i) the market value of unvested restricted stock units of $4,525,896 and (ii) the market value of performance-based restricted stock unit awards of $10,777,912 (performance-based restricted stock unit awards for which final performance has not been determined as of December 31, 2021 are deemed to be achieved at target level for purposes of this calculation). See “Other Post-Employment Payments – 2006 Equity Incentive Plan.” (4) The amount reported is comprised of (i) the market value of unvested restricted stock units of $4,525,896 and (ii) the market value of performance-based restricted stock unit awards of $8,528,190 (performance-based restricted stock unit awards for which final performance has not been determined as of December 31, 2021 are deemed to be achieved at target level for purposes of this calculation). Amounts for performance-based restricted stock unit awards are pro-rated for the period elapsed (measured in days) through December 31, 2021. See “Other Post-Employment Payments – 2006 Equity Incentive Plan.” 47      PHILIP COX, CHIEF OPERATIONS OFFICER    Compensation and Benefits    Voluntary Resignation (including Retirement) ($)           Involuntary Termination (Not for Cause) ($)(1)           Involuntary or for Good Reason After Change in Control ($)(2)           Death ($)           Disability ($)                                Cash severance pay      –         625,000         1,250,000         –         –      Market value of unvested stock options which would vest      226,538       (3 )      –         5,446,596         5,446,596         5,446,596      Market value of unvested restricted stock which would vest      1,351,054       (3 )      –         10,751,461       (4)       9,334,618       (5)       9,334,618       (5)     Company-paid health benefits      –         24,434         33,342         –         –      Accelerated retirement plan vesting      –         –         –         –         –      Company-paid outplacement benefits      –         7,500         7,500         –         –                                               TOTAL            1,577,592               656,934               17,488,899               14,781,214               14,781,214                                                  (1) Cash severance pay, Company-paid health benefits and Company-paid outplacement benefits reported under “Involuntary Termination (Not for Cause)” are calculated based on the terms of our U.S. Severance Benefit Policy.   (2) Cash severance pay, Company-paid health benefits and Company-paid outplacement benefits reported under “Involuntary or for Good Reason After Change-in-Control”Change in Control” are calculated based on the terms of our Change in Control Severance Plan for Executives.executives. Consistent with that plan, amounts reported are calculated assuming no tax adjustment. Under our 2006 Equity Incentive Plan, if outstanding equity awards are not assumed or substituted by the successor of the Company upon a change-in-controlchange in control event, all such awards will fully vest and all restrictions thereon will lapse. The amounts reported in this table assume that such equity awards arehave not been assumed or substituted.   (3) TheIncludes market value of unvested equityrestricted stock units (time-based and performance-based) and stock options that were granted in 2021 and would vest is calculated assuming a market valuebe eligible for continued vesting upon retirement, provided the terms and conditions of $387.83 per share (the closingthe applicable award agreement (as described above) are satisfied as of the retirement date and the applicable settlement date. Performance-based restricted stock priceunit awards for which final performance has not been determined as of December 31, 2020).2021 are deemed to be achieved at target level for the purposes of this calculation.   (4) The amount reported is comprised of (i) the market value of unvested restricted stock units of $3,020,032$3,214,858 and (ii) the market value of performance-based restricted stock unit awards of $6,889,412$7,536,603 (performance-based restricted stock unit awards for which final performance has not been determined as of December 31, 20202021 are deemed to be achieved at target level for purposes of this calculation). See “Other Post-Employment Payments – 2006 Equity Incentive Plan” above.Plan.”   (5) The amount reported is comprised of (i) the market value of unvested restricted stock units of $3,020,032$3,214,858 and (ii) the market value of performance-based restricted stock unit awards of $4,359,597$6,119,760 (performance-based restricted stock unit awards for which final performance has not been determined as of December 31, 20202021 are deemed to be achieved at target level for purposes of this calculation). Amounts for performance-based restricted stock unit awards are pro-rated for the period elapsed (measured in days) through December 31, 2021. See “Other Post-Employment Payments – 2006 Equity Incentive Plan.”      MICHAEL ZUCKERT, GENERAL COUNSEL    Compensation and Benefits    Voluntary Resignation (including Retirement) ($)            Involuntary Termination (Not for Cause) ($)(1)            involuntary or for Good Reason After Change in Control ($)(2)            Death ($)            Disability ($)                                Cash severance pay      –          625,000          1,187,500          –          –      Market value of unvested stock options which would vest      –          –          3,407,403          3,407,403          3,407,403      Market value of unvested restricted stock which would vest      –          –          6,899,057       (3)        5,838,968       (4)        5,838,968       (4)     Company-paid health benefits      –          17,984          24,441          –          –      Accelerated retirement plan vesting      –          –          –          –          –      Company-paid outplacement benefits      –          7,500          7,500          –          –                                                   TOTAL      –                  650,484                11,525,900                9,246,371                9,246,371                                                  (1) Cash severance pay, Company-paid health benefits and Company-paid outplacement benefits reported under “Involuntary Termination (Not for Cause)” are calculated based on the terms of our U.S. Severance Benefit Policy. (2) Cash severance pay, Company-paid health benefits and Company-paid outplacement benefits reported under “Involuntary or for Good Reason After Change in Control” are calculated based on the terms of our Change in Control Severance Plan for executives. Consistent with that plan, amounts reported are calculated assuming no tax adjustment. Under our 2006 Equity Incentive Plan, if outstanding equity awards are not assumed or substituted by the successor of the Company upon a change in control event, all such awards will fully vest and all restrictions thereon will lapse. The amounts reported in this table assume that such equity awards have not been assumed or substituted. (3) The amount reported is comprised of (i) the market value of unvested restricted stock units of $2,055,745 and (ii) the market value of performance-based restricted stock unit awards of $4,843,312 (performance-based restricted stock unit awards for which final performance has not been determined as of December 31, 2021 are deemed to be achieved at target level for purposes of this calculation). See “Other Post-Employment Payments – 2006 Equity Incentive Plan” above.Plan.” (4) The amount reported is comprised of (i) the market value of unvested restricted stock units of $2,055,745 and (ii) the market value of performance-based restricted stock unit awards of $3,783,223 (performance-based restricted stock unit awards for which final performance has not been determined as of December 31, 2021 are deemed to be achieved at target level for purposes of this calculation). Amounts for performance-based restricted stock unit awards are pro-rated for the period elapsed (measured in days) through December 31, 2021. See “Other Post-Employment Payments – 2006 Equity Incentive Plan.”       PHILIP COX, CHIEF OPERATIONS OFFICER    Compensation and Benefits   Voluntary Resignation (including Retirement) ($)           Involuntary Termination for Cause ($)           Involuntary Termination (Not for Cause) ($)(1)           Involuntary or for Good Reason After Change-in- Control ($)(2)         Death ($)         Disability ($)                                    Cash severance pay     –                  –                  600,000                  1,200,000         –         –        Market value of unvested stock options which would vest (3)     –         –         –         2,389,262         2,389,262         2,389,262        Market value of unvested restricted stock which would vest (3)     –         –         –         6,450,001     (4)     4,719,115     (5)     4,719,115     (5)       Company-paid health benefits     –         –         25,169         34,070         –         –        Accelerated retirement plan vesting     –         –         –         –         –         –        Company-paid outplacement benefits     –         –         7,500         7,500         –         –                                                                    TOTAL                   $  –                   $  –       $  632,669       $  10,080,833             $  7,108,377             $  7,108,377                                                                 48     JOHN CHINA, PRESIDENT OF SVB CAPITAL    Compensation and Benefits   Voluntary Resignation (including Retirement) ($)         Involuntary Termination (Not for Cause) ($)(1)         Involuntary or for Good Reason After Change in Control ($)(2)         Death ($)         Disability ($)                                Cash severance pay     –         650,000         1,365,000         –         –      Market value of unvested stock options which would vest     226,538     (3)     –         5,525,626         5,525,626         5,525,626      Market value of unvested restricted stock which would vest     1,351,054     (3)     –         10,795,546     (4)     9,378,703     (5)     9,378,703       (5)     Company-paid health benefits     –         23,955         31,150         –         –      Accelerated retirement plan vesting     –         –         –         –         –      Company-paid outplacement benefits     –         7,500         7,500         –         –                                      TOTAL             1,577,592                 681,455               17,724,821               14,904,328               14,904,328                                         (1) Cash severance pay, Company-paid health benefits and Company-paid outplacement benefits reported under “Involuntary Termination (Not for Cause)” are calculated based on the terms of our U.S. Severance Benefit Policy.   (2) Cash severance pay, Company-paid health benefits and Company-paid outplacement benefits reported under “Involuntary or for Good Reason After Change-in-Control”Change in Control” are calculated based on the terms of our Change in Control Severance Plan for Executives.executives. Consistent with that plan, amounts reported are calculated assuming no tax adjustment. Under our 2006 Equity Incentive Plan, if outstanding equity awards are not assumed or substituted by the successor of the Company upon a change-in-controlchange in control event, all such awards will fully vest and all restrictions thereon will lapse. The amounts reported in this table assume that such equity awards haveare not been assumed or substituted.   (3) TheIncludes market value of unvested equityrestricted stock units (time-based and performance-based) and stock options that were granted in 2021 and would vest is calculated assuming a market valuebe eligible for continued vesting upon retirement, provided the terms and conditions of $387.83 per share (the closingthe applicable award agreement (as described above) are satisfied as of the retirement date and the applicable settlement date. Performance-based restricted stock priceunit awards for which final performance has not been determined as of December 31, 2020).2021 are deemed to be achieved at target level for the purposes of this calculation.   (4) The amount reported is comprised of (i) the market value of unvested restricted stock units of $2,019,043$3,258,943 and (ii) the market value of performance-based restricted stock unit awards of $4,430,958$7,536,603 (performance-based restricted stock unit awards for which final performance has not been determined as of December 31, 20202021 are deemed to be achieved at target level for purposes of this calculation). See “Other Post-Employment Payments – 2006 Equity Incentive Plan” above.Plan.”   (5) The amount reported is comprised of (i) the market value of unvested restricted stock units of $2,019,043$3,258,943 and (ii) the market value of performance-based restricted stock unit awards of $2,700,072$6,119,760 (performance-based restricted stock unit awards for which final performance has not been determined as of December 31, 20202021 are deemed to be achieved at target level for purposes of this calculation). Amounts for performance-based restricted stock unit awards are pro-rated for the period elapsed (measured in days) through December 31, 2021. See “Other Post-Employment Payments – 2006 Equity Incentive Plan” above.Plan.”      JOHN CHINA, PRESIDENT OF SVB CAPITAL    MARC CADIEUX, CHIEF CREDIT OFFICER Compensation and Benefits    Voluntary Resignation (including Retirement) ($)          Involuntary Termination for Cause ($)          Involuntary Termination (Not for Cause) ($)(1)          Involuntary or for Good Reason After Change-in- Control ($)(2)   Death ($)   Disability ($)      Voluntary Resignation (including Retirement) ($)       Involuntary Termination (Not for Cause) ($)(1)       Involuntary or for Good Reason After Change in Control ($)(2)       Death ($)      Disability ($)                       Cash severance pay      –          –          625,000          1,250,000         –         –          –         650,000         1,170,000         –          –     Market value of unvested stock options which would vest (3)      –          –          –          2,486,809         2,486,809         2,486,809     Market value of unvested stock options which would vest      202,226       (3)       –         5,054,135         5,054,135          5,054,135     Market value of unvested restricted stock which would vest (3)      –          –          –          6,780,044     (4)     5,049,159     (5)     5,049,159     (5)    Market value of unvested restricted stock which would vest      1,205,232       (3)       –         9,944,355       (4)       8,755,401     (5)      8,755,401     (5) Company-paid health benefits      –          –          24,563          31,786         –         –          –         15,518         21,046         –          –     Accelerated retirement plan vesting      –          –          –          –         –         –          –         –         –         –          –     Company-paid outplacement benefits      –          –          7,500          7,500         –         –          –         7,500         7,500         –          –                                                                                               TOTAL                    $  –                    $  –        $  657,063        $  10,556,139             $  7,535,968             $  7,535,968                1,407,458               673,018               16,197,036               13,809,535                13,809,535                                                                                                   (1) Cash severance pay, Company-paid health benefits and Company-paid outplacement benefits reported under “Involuntary Termination (Not for Cause)” are calculated based on the terms of our U.S. Severance Benefit Policy.   (2) Cash severance pay, Company-paid health benefits and Company-paid outplacement benefits reported under “Involuntary or for Good Reason After Change-in-Control”Change in Control” are calculated based on the terms of our Change in Control Severance Plan for Executives.executives. Consistent with that plan, amounts reported are calculated assuming no tax adjustment. Under our 2006 Equity Incentive Plan, if outstanding equity awards are not assumed or substituted by the successor of the Company upon a change-in-controlchange in control event, all such awards will fully vest and all restrictions thereon will lapse. The amounts reported in this table assume that such equity awards are not assumed or substituted.   (3) TheIncludes market value of unvested equityrestricted stock units (time-based and performance-based) and stock options that were granted in 2021 and would vest is calculated assuming a market valuebe eligible for continued vesting upon retirement, provided the terms and conditions of $387.83 per share (the closingthe applicable award agreement (as described above) are satisfied as of the retirement date and the applicable settlement date. Performance-based restricted stock priceunit awards for which final performance has not been determined as of December 31, 2020).2021 are deemed to be achieved at target level for the purposes of this calculation.   (4) The amount reported is comprised of (i) the market value of unvested restricted stock units of $2,107,856$2,994,430 and (ii) the market value of performance-based restricted stock unit awards of $4,672,188$6,949,925 (performance-based restricted stock unit awards for which final performance has not been determined as of December 31, 20202021 are deemed to be achieved at target level for purposes of this calculation). See “Other Post-Employment Payments – 2006 Equity Incentive Plan” above.Plan.”   (5) The amount reported is comprised of (i) the market value of unvested restricted stock units of $2,107,856$2,994,430 and (ii) the market value of performance-based restricted stock unit awards of $2,941,303$5,760,971 (performance-based restricted stock unit awards for which final performance has not been determined as of December 31, 20202021 are deemed to be achieved at target level for purposes of this calculation). Amounts for performance-based restricted stock unit awards are pro-rated for the period elapsed (measured in days) through December 31, 2021. See “Other Post-Employment Payments – 2006 Equity Incentive Plan” above.Plan.” 49 CEO PAY RATIO Ratio Based on 20202021 Compensation As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Mr. Greg Becker, our President and Chief Executive Officer. For 2020,2021, our last completed fiscal year: (i) the median of the annual total compensation of all employees of the company (other than the CEO) was $135,768;$125,638; and (ii) the annual total compensation of our CEO, as reported in the “Summary Compensation Table” was $7,535,201.$9,922,132. Based on this information, for 2020,2021, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was 55.579 to 1. Please note that the provided pay ratio is a reasonable estimate calculated in accordance with Item 402(u) of Regulation S-K. To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of the “median employee,” the methodology and the material assumptions, adjustments and estimates that we used is described below. We selected October 31, 20202021 (which is a date within the last 3 months of our last completed fiscal year) as the date upon which we would identify the “median employee”. This date was chosen to allow sufficient time to identify the median employee given the global scope of our operations. As of October 31, 2020,2021, our employee population (excluding the CEO) consisted of 4,3926,297 individuals, including employees in the United States, United Kingdom, Ireland, Germany, Israel, China, Hong Kong, Canada, India, and Denmark. All 4,392Of those employees, approximately 770 who joined the Company in July 2021 in connection with our acquisition of theseBoston Private were not included in our determination of the “median employee” as the acquisition closed in 2021. (Additionally, 22 employees who joined the Company in December 2021 in connection with of acquisition of MoffettNathanson were not included when identifying our “median employee”). No employees were excluded due to data privacy restrictions in our determination of the “median employee,” and all non-U.S. employees were included in the determination of the “median employee.” To identify the “median employee” from our employee population, we utilized payroll and equity plan records for November 1, 20192020 through October 31, 20202021 (the “compensation measure”). Given that prior year payroll earnings reports would not be available until mid-January and prior-year bonus and profit-sharing amounts would not be available until late-February, we measured compensation for the employees in our sample using the 12-month period ended October 31, 2020.2021. The payroll records included all earnings paid, except most benefit programs, realized equity compensation earnings, deferred compensation payments, and non-taxable per diem payments. Equity plan records included the grant date fair value of all equity grants (with performance-based equity awards assumed to be achieved at target). Mandatory deferrals of incentive compensation were also included at the time of deferral. Additionally, we did not annualize compensation for employees who were not active for the entire period between November 1, 20192020 and October 31, 2020.2021. Employees who did not receive compensation during this period were excluded (for example, recent hires who did not receive a paycheck by October 31, 2020)2021). In identifying the “median employee”, we did not make any cost-of-living adjustments. Amounts paid in foreign currency were converted into United States dollars using third party foreign exchange rates as of October 31, 2020.2021. We identified our “median employee” using a standard median formula based on the compensation measure, which was consistently applied to all of our employees included in this calculation. With respect to the annual total compensation of the “median employee,” we identified and calculated the elements of such employee’s compensation for 20202021 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $135,768.$125,638. With respect to the annual total compensation for the CEO, we used the amount reported in the “Total” column of our 20202021 Summary Compensation Table. 51 SECURITY OWNERSHIP INFORMATION SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS