2018 Guide to Effective Proxies

6 TH EDITION | GUIDE TO EFFECTIVE PROXIES 380 Compensation Discussion and Analysis This Compensation Discussion and Analysis (“ CD&A ”) discusses our 2017 executive compensation program, primarily as it relates to our “named executive officers” (“ NEOs ”). CD&A E XECUTIVE S UMMARY M ESSAGE FROM THE C OMPENSATION C OMMITTEE We, as the Compensation Committee of the Board of Directors (“ Compensation Committee ”), have the delegated responsibility of primary oversight over the design and execution of the Company’s executive compensation program. We did not make any material changes to the design of our executive compensation program for 2017, and remained consistent with our core compensation strategy and philosophy, taking into account the following key considerations in determining executive pay: • Performance - Setting challenging performance metrics aligned with our strategic business and growth objectives, as well as stockholder interests; • Risk - Establishing a compensation framework that incents consistent and sustainable long-term performance, but without encouraging undue risk-taking; and • Talent - Setting appropriate compensation to attract and retain the executive talent needed for our business. We also considered the Company’s pace of growth and increasing business and regulatory complexities. Overall, we were pleased to see another year of strong performance delivered by the Company. Our pay decisions reflected that performance, as well as our continuing emphasis on our core banking business, operational infrastructure, risk management and financial performance. In 2018, we remain committed to setting the appropriate compensation framework to drive our long-term, sustainable global growth and other strategic objectives. Kate Mitchell, Chair Jeff Maggioncalda John Robinson Garen Staglin E XECUTIVE C OMPENSATION E LEMENTS A T -A-G LANCE C ASH C OMPENSATION E QUITY C OMPENSATION Base Salary Incentive Compensation Plan (ICP) Performance-Based Restricted Stock Units (PRSUs) Stock Options Restricted Stock Units (RSUs) ----------------- Short-Term Emphasis ----------------- ------------------------------------------- Long-Term Emphasis ------------------------------------------- Ongoing 1-Year Performance Period 3-Year Performance Period 4-Year Vesting Period Fixed Performance-Based Fixed ^ ----------------------------------------------------------------------------- Applicable Performance Metrics ----------------------------------------------------------------------------- Compensation Committee judgment Return on Equity Formulaic pool funding, plus Compensation Committee judgment Total Stockholder Return Return on Equity Selected Fee Income Formulaically determined, plus Compensation Committee judgment Stock Price Appreciation ^ Any incremental value realized above the grant value of time-based RSUs, as well as earned PRSUs, is based on stock price appreciation . 2017 Named Executive Officers G REG B ECKER , President and Chief Executive Officer J OHN C HINA , Head of Technology Banking D AN B ECK , Chief Financial Officer M ICHAEL D REYER , Chief Operations Officer M ICHAEL D ESCHENEAUX , President, Silicon Valley Bank (former CFO) L AURA I ZURIETA , Chief Risk Officer 29 EXECUTIVE OFFICERS & COMPENSATION Compensation Discussion & Analysis SVB FINANCIAL GROUP