DEF 14A

Director Nominees (Proposal No. 1)

Board recommends voting FOR ALL NOMINEES.

We are pleased to nominate the following eleven (11) incumbent directors for election.

Mr. Roger Dunbar, our Board Chair for the past 10 years and director since 2004, is retiring from our Board of Directors at the end of the current director term. We are grateful for all of Mr. Dunbar’s years of leadership and service to our Board and Company. Additionally, Mr. John Clendening, our director since 2017, will not be standing for re-election and we also thank him for his years of contributions and service to our Board.

DEF 14A 1 d299123ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

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☐ Preliminary Proxy Statement		☐ Confidential,for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to § 240.14a-12

SVB FINANCIAL GROUP

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

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NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS

LOGO


DATE		Thursday, April 21, 2022

TIME		4:30 PM Pacific Time

ACCESS		Virtual*

Dear Stockholders:

We are pleased to invite you to attend the 2022 Annual Meeting of Stockholders of SVB Financial Group (the “Company”). Similar to last year, the meeting will be held virtually.

The items of business at this year’s meeting, as more fully described in the Proxy Statement, are as follows:

Elect the eleven (11) directors named in the proxy statement;

Vote on an advisory resolution to approve executive compensation (“Say on Pay”);

Ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year 2022;

Vote on a stockholder proposal, if properly presented at the meeting; and

Transact such other business as may properly come before the meeting.

Your vote is very important. To assure your representation at the meeting, we encourage you to vote your shares as soon as possible. This Notice and the Proxy Statement provide instructions on how you can vote your shares online or by telephone, or if you have received a printed copy of the proxy materials and a proxy card, by mail. You may attend the meeting and vote remotely even if you have previously voted by proxy.

You are entitled to vote at this year’s meeting (or any postponement or adjournment thereof) if you are a stockholder of record at the close of business on February 22, 2022.

After over two decades with SVB as Board Chair, director and advisory director, I will be retiring at the end of this current director term. It has been my honor and privilege to serve on the Board of Directors and to represent you as our stockholders. Thank you for your continued support of SVB Financial Group.

BY ORDER OF THE BOARD OF DIRECTORS,

/s/ Roger Dunbar

Roger Dunbar

Chair of the Board

Santa Clara, California

March 4, 2022

Due to health concerns surrounding the COVID-19 pandemic and related federal, state and local orders and guidance, the meeting will be held solely by means of remote communications at www.virtualshareholdermeeting.com/SIVB2022. You will need your control number to participate, vote or ask questions during the virtual meeting. Your control number can be found on your proxy card, voting instruction form or other notices sent to you. Instructions for participation, voting and asking questions will be available on the meeting website on the meeting date. Those without a control number may attend as guests of the meeting, but they will not have the option to vote their shares or ask questions during the meeting. Following the meeting, we may post appropriate questions received during the meeting and the Company’s answers on our website.

2022 PROXY STATEMENT

TABLE OF CONTENTS

LOGO


	Page

2021 PERFORMANCE AND PROXY STATEMENT SUMMARY		ii

COMPANY AND PROXY STATEMENT INFORMATION		1

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE		2

• Proposal No. 1 — Election of Directors		2

Board Governance and Oversight		10

Board Committees		13

Compensation Committee Interlocks and Insider Participation		14

Compensation for Directors		15

Corporate Governance Matters		17

Certain Relationships and Related Transactions		18

Environmental, Social and Governance (ESG)		19

EXECUTIVE OFFICERS AND COMPENSATION

Information on Executive Officers		22

• Proposal No. 2 — Advisory Approval of our Executive Compensation		24

Compensation & Human Capital Committee Report		24

Compensation Discussion and Analysis		25

Compensation for Named Executive Officers		39

CEO Pay Ratio		51

SECURITY OWNERSHIP INFORMATION

Security Ownership of Directors and Executive Officers		52

Security Ownership of Principal Stockholders		53

INDEPENDENT AUDITOR MATTERS

• Proposal No. 3 — Ratification of Appointment of Independent Registered Public Accounting Firm		54

Principal Audit Fees and Services		54

Audit Committee Report		55

OTHER PROPOSALS

• Proposal No. 4 — Stockholder Proposal		57

MEETING AND OTHER INFORMATION

Information About Voting and Proxy Solicitation		60

Stockholder Proposals and Director Nominations		62

Company Documents and Other Matters		63

• Indicates matters to be voted on at the Annual Meeting

2021 PERFORMANCE AND PROXY STATEMENT SUMMARY

This summary highlights our 2021 performance, as well as information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should review this entire Proxy Statement, as well as our Annual Report on Form 10-K for the year ended December 31, 2021.

LOGO

2021 PERFORMANCE HIGHLIGHTS

We delivered another year of exceptional financial performance and business growth in 2021. Selected highlights are set forth below:




2021 Business Highlights		We continued to execute on our strategy and vision in 2021, extending and diversifying our business to support our clients as they continue to grow. In particular:

•

We closed our acquisition of Boston Private Financial Holdings in July 2021. Our combined capabilities and team will position our Private Bank and Wealth Management business for continued growth.

•

SVB Securities (formerly known as SVB Leerink) added technology investment banking to its healthcare and healthcare services sector expertise. During 2021, SVB Securities hired over 100 investment bankers, as well as acquired equity research firm, MoffettNathanson LLC, and augmented our capabilities by adding leveraged finance, private placements and structured finance.

•

SVB Capital continued to grow, with the addition of two new credit funds and two new funds of funds, bringing total assets under management to approximately $7.3 billion.

•

To augment our core capabilities, we expanded our strategic partnerships to support our clients and the innovation ecosystem by adding our joint venture with Nasdaq Private Market (trading platform for private stock), as well as our partnership with Aumni (investment analytics platform for venture investors).

•

We continued to grow our market share, adding over 6,700 new commercial clients during 2021.

•

We continued to expand our ESG program through increased ESG reporting and disclosures, including employee diversity, equity and inclusion metrics, continued support of our employees, clients and communities during the COVID-19 pandemic and the development of an $11.2 billion Community Benefits Plan.

ANNUAL MEETING AND PROXY STATEMENT INFORMATION

Annual Meeting Information and Proposals for Voting


Time, Date, Access:		4:30 p.m. (Pacific Time), April 21, 2022; to be held virtually

Voting & Record Date:		Stockholders as of the record date of February 22, 2022 are entitled to vote

Proposals for Voting


				Board voting recommendation

		1. Election of Eleven (11) Directors		FOReach nominee

		2. Advisory Vote on Executive Compensation		FOR

		3. Ratification of KPMG LLP as Auditors for 2022		FOR

		4. Stockholder proposal		Against

SEC Form DEF 14A filed by SVB Financial Group