TROW T Rowe Price Group Inc

 

Table of Contents 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 14A
(Rule 14a-101)

 

INFORMATION REQUIRED IN PROXY STATEMENT

 

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )

 

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☐	Soliciting Material Pursuant to §240.14a-12

 

T. Rowe Price Group, Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

 

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Table of Contents

 

 

 

T. Rowe Price Group, Inc.

A Premier Global Active Asset Manager

 

 

Independent Investment Organization   Focused solely on investment management and related services		Alignment of Interests   Substantial employee ownership aligns interests with stockholders		Stable Investment Leadership   Global investment leaders average 17 years’ tenure at T. Rowe Price
Financial Strength   Ample liquidity and substantial cash reserves		Global Investment Platform   Full range of equity, fixed income, multi-asset, and alternative solutions

 

Our Multiyear Strategic Objectives

 

	Deliver investment excellence		Innovate our investment capabilities to remain central to meeting client needs
	Globalize and grow client base		Attract and develop excellent diverse talent
	Deliver world-class client service		Leverage data and technology to support innovation and operational excellence, and drive scale

  

2024 Performance

 

Investment Results

 

As investors, we remained focused on our strategic investing approach and delivering alpha for clients through active management. Our investment performance was solid across most asset classes, with 56%, 56%, and 70% of our U.S. mutual funds (primary share class only) outperforming their comparable Morningstar median over the 3-, 5-, and 10-year periods ended December 31, 2024, respectively.⁽²⁾

 

Financial Results

 

Our assets under management (AUM) was $1.61 trillion on December 31, 2024, with 8.8% of our AUM domiciled outside the U.S. Average AUM in 2024, was $1.56 trillion, which led to investment advisory revenues of over $6.4 billion. In 2024, we returned $1,469.7 million to stockholders, including $334.5 million of share repurchases.

 

 

Past performance cannot guarantee future results. As of December 31, 2024.

 

 

(1)	Firmwide AUM includes assets managed by T. Rowe Price Associates, Inc., and its investment advisory affiliates.

 

(2)

Source: © 2025 Morningstar, Inc. All rights reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete, or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. Primary share class only.

 

 

 

 

Notice of 2025 Annual Meeting of Stockholders

 

 

 

Introduction

 

This proxy statement is being made available to you in connection with the solicitation of proxies by the T. Rowe Price Group, Inc. (Price Group or the Company) Board of Directors (Board) for the 2025 Annual Meeting of Stockholders (Annual Meeting). The purpose of the Annual Meeting is to:

 

•   Elect a Board of 11 directors;

 

•   Approve, by a nonbinding advisory vote, the compensation paid by the Company to its Named Executive Officers;

 

•   Ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2025; and

 

•   Consider a stockholder proposal for a shareholder approval requirement for excessive golden parachutes.

 

This proxy statement, the proxy card, and our 2024 Annual Report to Stockholders containing our consolidated financial statements and other financial information for the year ended December 31, 2024, form your "Proxy Materials." We have adopted the Securities and Exchange Commission's (SEC) "Notice and Access" model of proxy notification, which allows us to furnish proxy materials online, with paper copies available upon request. We sent you a notice on how to obtain your Proxy Materials on March 26, 2025.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Voting Road Map

 

 

Proposal 1

 

Election of Directors

 

Director Nominee Demographics

 

INDEPENDENCE		DIVERSITY		TENURE
●        Nine of 11 director nominees are independent under the NASDAQ Global Select Market standards   ●        All directors serving on the Audit, Executive Compensation and Management Development and Nominating and Corporate Governance Committees are independent   ●         A well-empowered lead independent director provides valuable independent leadership to our Board		Of our independent director nominees:		●        Balanced mix of short- and long-tenured directors   ●       The tenure of our independent director nominees ranges from 17 months to 15 years, with an average tenure of approximately seven years

 

QUALIFICATIONS, SKILLS, AND EXPERIENCE

BOARD ENGAGEMENT

100% Executive Leadership

100% Financial Management

64% Investment Management

●         The Board held seven meetings in 2024   ●         Each director attended at least 75% of the combined total number of meetings of the Board and Board committees of which he or she was a member   ●        The independent directors met in executive session at all seven of the Board meetings in 2024   ●         All directors were at the 2024 annual meeting of stockholders and were available to respond to questions from our stockholders

82% International

73% Accounting and Financial Reporting

100% Strategy and Execution

91% Marketing and Distribution

45% Government and Regulatory

36% Technology

 

 

 

		Recommendation of the Board		Vote Required
		We recommend that you vote FOR all the director nominees under Proposal 1.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proposal 2

 

Advisory Vote on the Compensation Paid to Our Named Executive Officers

 

Our Named Executive Officers’ (NEOs) compensation is straightforward, goal oriented, long-term focused, transparent, and aligned with the interests of our stockholders.

 

Our incentive compensation programs are designed to motivate and reward performance, as measured by several factors, including:

 

●   the financial performance and financial stability of Price Group

 

●   the relative investment performance of our investment products

 

●   the performance of our NEOs against the corporate and individual goals established at the beginning of the year

 

Our executive compensation programs are also designed to reward our NEOs for other important contributions to our success, including corporate integrity, service quality, customer loyalty, risk management, corporate reputation, and the quality of our team of professionals and collaboration within that team.

 

Our long-term variable compensation creates a strong alignment of the financial interests of our NEOs directly to the long-term performance of our Company.

 

		CEO COMPENSATION		OTHER NEOs COMPENSATION		FORM OF COMPENSATION		PERFORMANCE PERIOD		PERFORMANCE ALIGNMENT
						Cash		Ongoing		•   Individual
						Cash		Annual		•    Maximum bonus pool cannot exceed 5% of net operating income (adjusted) •    Actual NEO bonus amounts based on Company performance against financial and strategic goals, as well as individual performance
						Performance Stock Units		Three-year performance period then vest 50% per year over two following years		•    Company operating margin performance compared with peers •    Company stock price
						Restricted Stock Units		Vest one-third per year over three years		•    Company stock price
						Carried Interest		Varies based on OHA Fund performance		•    OHA Fund performance

 

		Recommendation of the Board		Vote Required
		We recommend that you vote FOR this proposal.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proposal 3

 

Ratification of the Appointment of KPMG LLP as Our Independent Registered Public Accounting Firm for 2025

 

The Audit Committee and the Board believe that the continued retention of KPMG LLP as our independent registered public accounting firm is in the best interest of Price Group and our stockholders.

 

		Recommendation of the Board		Vote Required
		We recommend that you vote FOR this proposal.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proposal 4

 

Stockholder Proposal for a Shareholder Approval Requirement for Excessive Golden Parachutes

 

 

		Recommendation of the Board		Vote Required
		We recommend that you vote AGAINST this proposal.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Table of Contents

 

 

 

 

 

 

 

 

 

 

 

Information About Our Board of Directors

 

 

Board Qualifications, Skills, and Experience

 

We believe that the nominees presented in this proxy statement constitute a Board of Directors (Board) with an appropriate level and diversity of experience, education, skills, and independence. We routinely assess and monitor the capabilities of our existing directors and whether additional capabilities and independent directors should be added to the Board. In considering the need for additional independent directors, we review any expected director departures and retirements and factor succession planning for the Board into our deliberations, with particular focus on the specific skills and capabilities of departing directors. We are very pleased with our current complement of directors and the varied perspectives they bring to the Board.

 

The following are highlights of the composition of our current director nominees, all of whom currently serve on the Board:

 

•	Nine of 11 of the director nominees are independent under the NASDAQ Global Select Market standards

 

•	Four director nominees are women, representing 44% of the independent director nominees

 

•	Two director nominees are ethnically diverse, representing 22% of the independent director nominees

 

•	Two director nominees were born outside the United States, representing 22% of the independent director nominees

 

•	Two director nominees are veterans, representing 22% of the independent director nominees

 

•	Five of the independent director nominees joined the Board within the last six years, representing 56% of the independent director nominees; the average independent director nominee tenure is seven years

 

INDEPENDENT DIRECTOR NOMINEE COMPOSITION
INDEPENDENT DIRECTOR NOMINEE TENURE		DIRECTOR NOMINEE INDEPENDENCE

 

 

 

 

 

 

Table of Contents

 

The chart below summarizes the specific qualifications, attributes, and skills for each director nominee. A "■" in the chart below indicates that the director has meaningfully useful expertise in that subject area. The lack of a "■" does not mean the director does not possess knowledge or skill. Rather, a "■" indicates a specific area of focus or expertise of a director on which the Board currently relies.

 

	Executive Leadership	Financial Management	Investment Management Industry	International Business Experience	Technology	Strategy Formation/ Execution	Marketing/ Distribution	Government/ Regulatory
Name
Robert W. Sharps	■	■	■	■		■	■
Glenn R. August	■	■	■	■		■	■
Mark S. Bartlett	■	■				■		■
William P. Donnelly	■	■		■	■	■	■
Dina Dublon	■	■	■	■	■	■	■
Robert F. MacLellan	■	■	■	■		■	■	■
Eileen P. Rominger	■	■	■	■		■	■	■
Cynthia F. Smith	■	■	■			■	■
Robert J. Stevens	■	■		■	■	■	■	■
Sandra S. Wijnberg	■	■	■	■	■	■	■	■
Alan D. Wilson	■	■		■		■	■

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nominee Biographies

 

Each of our director nominees provides significant individual attributes that are important to the overall makeup and functioning of our Board and described in the biographical summaries provided below:

 

Glenn R. August, 63

 

Chief Executive Officer of OHA T. Rowe Price Group, Inc.   Director since: 2021   Committee Memberships:   •   Management Committee

Mr. August has been a director of Price Group, a vice president, and an employee since 2021. He is the founder and chief executive officer of Oak Hill Advisors, L.P. (OHA), an alternative investment firm specializing in performing and distressed credit investments, which was acquired by, and operates as a standalone business within, T. Rowe Price. Mr. August is a member of the Management Committee. He co-founded the predecessor investment firm to OHA in 1987 and took responsibility for OHA's credit and distressed investment activities in 1990. Prior to founding OHA, and co-founding its predecessor investment firm in 1987, Mr. August worked at Morgan Stanley in New York and London.   Mr. August earned a B.S. in industrial and labor relations from Cornell University and an M.B.A. from Harvard Business School, where he was a Baker Scholar.   Mr. August has served on several corporate boards since 1987. From 2021-2024, Mr. August served on the board of directors of Lucid Group, Inc. From 2020-2024, he served as a member of the board of directors of MultiPlan, Inc. His nonprofit activities include serving on the boards of trustees of Horace Mann School, where he co-chairs the investment committee and serves on the executive committee, and The Mount Sinai Medical Center, where he serves on the finance, human capital management, and IT committees. He is also a member of the board of directors of Partnership for New York City and a member of the Council on Foreign Relations.   Mr. August brings to our Board insight into the alternative investment area of our business based on his role at OHA and his decades-long success in growing the OHA platform.

 

Mark S. Bartlett, 74

 

Retired Managing Partner Ernst & Young Independent Director since: 2013 Committee Memberships:   • Audit (Chair) • Executive Compensation and Management Development

Mr. Bartlett has been an independent director of Price Group since 2013 and serves as chair of the Audit Committee and as a member on the Executive Compensation and Management Development Committee. He was a partner at Ernst & Young, serving as managing partner of the firm's Baltimore office and senior client service partner for the mid-Atlantic region. Mr. Bartlett began his career at Ernst & Young in 1972, serving until 2012, and has extensive experience in financial services, as well as other industries.   Mr. Bartlett earned a B.S. in accounting from West Virginia University and attended the Executive Program at the Kellogg School of Business at Northwestern University. He also earned the designation of certified public accountant.   Mr. Bartlett is a member of the board of directors, chair of the audit committee, and a member of the compensation committee of WillScot Mobile Mini Holdings Corp. He is also a member of the board of directors and a member of the audit committees of FTI Consulting, Inc., and Zurn Elkay Water Solutions Corp., and also serves as Zurn Elkay Water Solutions Corp.'s lead independent director.   Mr. Bartlett offers our Board additional perspective on mergers and acquisitions, significant accounting and financial reporting experience, as well as expertise in the accounting-related rules and regulations of the SEC from his experience as a partner of a multinational audit firm. He has extensive finance knowledge, with a broad range of experience in financing alternatives, including the sale of securities, debt offerings, and syndications.

 

 

 

 

William P. Donnelly, 63

 

Retired Executive Vice President Mettler-Toledo International Inc. Independent Director since: 2023   Committee Memberships: • Audit • Executive Compensation and Management Development

Mr. Donnelly has been an independent director of Price Group since 2023 and serves as a member on the Audit Committee and the Executive Compensation and Management Development Committee. Mr. Donnelly was the executive vice president responsible for finance, investor relations, supply chain and information technology of Mettler-Toledo International Inc., a leading global manufacturer of precision instruments and services for use in laboratories and manufacturing, from 2014 until his retirement in 2018. From 1997 to 2002 and from 2004 to 2014, Mr. Donnelly served as Mettler-Toledo's chief financial officer. From 2002 to 2004, he served as division head of Mettler-Toledo's product inspection and certain lab businesses. From 1993 to 1997, Mr. Donnelly served in various senior financial roles, including chief financial officer, of Elsag Bailey Process Automation, NV and prior to that, he was an auditor with PricewaterhouseCoopers LLP from 1983 to 1993.   Mr. Donnelly earned a B.S. in business administration from John Carroll University.   Mr. Donnelly is the lead independent director and a member of the board of directors of Ingersoll Rand, Inc., where he also serves as chair of the nominating and corporate governance committee and as a member of the audit committee. He is also a member of the board of directors and a member of the audit and compensation committees of Quanterix Corporation.   Mr. Donnelly brings to our Board substantial expertise with respect to corporate finance, operations, information technology and mergers and acquisitions gained throughout his career as executive vice president and chief financial officer of a public company.

 

Dina Dublon, 71

 

Retired Executive Vice President and Chief Financial Officer JPMorgan Chase & Co. Independent Director since: 2019   Committee Memberships:   • Audit • Executive Compensation and Management Development

Ms. Dublon has been an independent director of Price Group since 2019 and serves as a member on the Audit Committee and the Executive Compensation and Management Development Committee. She was the executive vice president and chief financial officer of JPMorgan Chase & Co., a financial services company, from 1998 to 2004. Ms. Dublon previously held numerous positions at JPMorgan Chase & Co. and its predecessor companies, including corporate treasurer, managing director of the financial institutions' division, and head of asset liability management.   Ms. Dublon earned a B.A. in economics and mathematics from Hebrew University of Jerusalem and an M.S. from Carnegie Mellon University.   Ms. Dublon has been a member of the board of directors of PepsiCo, Inc., since 2005, where she serves as a member of the sustainability, diversity, and public policy committee and the compensation committee. She previously served as chair of the audit committee. She also serves as a member of the independent audit quality committee of Ernst & Young USA, since 2020, and is chair of the board of advisors of Columbia University's Mailman School of Public Health. She also serves on the boards of the Hastings Center and Westchester Land Trust. From 2021 to 2023, Ms. Dublon served as a director of Motive Capital Corp. II; from 2020 to 2022, as a director of Motive Capital Corp.; from 2002 to 2017, as a director of Accenture PLC; from 2013 to 2018, as a director of Deutsche Bank AG; from 2005 to 2014, as a director of Microsoft Corporation; and from 1999 to 2002, as a director of Hartford Financial Services Group, Inc. She previously served on the faculty of Harvard Business School and on the boards of several nonprofit organizations, including the Women's Refugee Commission and Global Fund for Women.   Ms. Dublon brings to our Board significant governance experience from serving on boards of global companies, accounting and financial reporting experience, as well as substantial expertise with respect to the financials sector, mergers and acquisitions, global markets, public policy, and corporate finance gained throughout her career in the financial services industry, particularly her role as executive vice president and chief financial officer of a major financial institution.

 

 

 

Robert F. MacLellan, 70

 

Non-Executive Chairman Northleaf Capital Partners Independent Director since: 2010 Committee Memberships: • Audit • Executive •  Executive Compensation and Management Development (Chair)

Mr. MacLellan has been an independent director of Price Group since 2010 and serves as chair of the Executive Compensation and Management Development Committee and as a member on the Audit Committee and Executive Committee. He is the non-executive chairman of Northleaf Capital Partners, an independent global private markets fund manager and advisor, and the chair of Magna International, a global manufacturer of auto parts. Mr. MacLellan served as chief investment officer of TD Bank Financial Group (TDBFG) from 2003 to 2009, where he was responsible for overseeing the management of investments for its Employee Pension Fund, The Toronto-Dominion Bank, TD Mutual Funds, and TD Capital Group. Earlier in his career, he was managing director of Lancaster Financial Holdings, a merchant banking group acquired by TDBFG in March 1995. Prior to that, Mr. MacLellan was vice president and director at McLeod Young Weir Limited (Scotia McLeod) and a member of the corporate finance department responsible for many corporate underwritings and financial advisory assignments.   Mr. MacLellan earned a B.Com. from Carleton University and an M.B.A. from Harvard Business School. He also earned the designation of certified public accountant.   Mr. MacLellan is the non-executive chair of the board of directors and a member of the technology committee of Magna International, Inc., a public company based in Aurora, Ontario. From 2012 to 2018, he was the chair of the board of Yellow Media, Inc., a public company based in Montreal.   Mr. MacLellan brings substantial experience and perspective to the Board with respect to the financial services industry, particularly his expertise with respect to investment-related matters, including those relating to the mutual fund industry and the institutional management of investment funds, based on his tenure as chief investment officer of a major financial institution. He also brings an international perspective to the Board as well as significant accounting and financial reporting experience.

 

Eileen P. Rominger, 70

 

Former Senior Advisor CamberView Partners, LLC Independent Director since: 2021 Committee Memberships:   •  Executive Compensation and Management Development •  Nominating and Corporate Governance (Chair)

Ms. Rominger has been an independent director of Price Group since 2021 and serves as chair of the Nominating and Corporate Governance Committee and as a member on the Executive Compensation and Management Development Committee. She was a senior advisor to CamberView Partners, LLC, a provider of investor-led advice for management and boards of public companies on shareholder engagement and corporate governance, from 2013 to 2018. Ms. Rominger also was the director of the Division of Investment Management at the Securities and Exchange Commission (SEC) from 2011 to 2012 and was the global chief investment officer from 2008 to 2011 and a partner from 2004 to 2011 at Goldman Sachs Asset Management. She began her career in 1981 at Oppenheimer Capital, where she worked for 18 years as a securities analyst and then as an equity portfolio manager, serving as a managing director and a member of the executive committee.   Ms. Rominger earned a B.A. in English from Fairfield University and an M.B.A. in finance from the University of Pennsylvania, The Wharton School.   Ms. Rominger served as a member of the board of directors of Swiss Re from 2018 to 2020 and served as a director on several of its subsidiaries until 2022. She previously served on the board of directors of Permal Asset Management, Inc., a private company, from 2012 to 2013.   Ms. Rominger brings a broad range of valuable leadership and investment management experience to our Board. She also has extensive experience with complex issues relevant to the Company's business, including budget and fiscal responsibility, economic, regulatory policy, and women's issues.

 

 

 

Robert W. Sharps, 53

 

Chair, Chief Executive Officer and President T. Rowe Price Group, Inc. Director since: 2021 Committee Memberships:   •  Executive (Chair) •  Management (Chair) •  Management Compensation and Development Committee (Chair)

Mr. Sharps has been the Chair of the Board since May 2024 and a director of Price Group since 2021. He is the chief executive officer (CEO) and president of Price Group and is the chair of the Company's Executive, Management, and Management Compensation and Development Committees. Mr. Sharps has been with Price Group since 1997, beginning as an analyst specializing in financial services stocks, including banks, asset managers, and securities brokers, in the U.S. Equity Division. He was the lead portfolio manager of the Institutional Large-Cap Growth Equity Strategy from 2001 to 2016. In 2016, Mr. Sharps stepped down from portfolio management to assume an investment leadership position as co-head of Global Equity, at which time he joined the Management Committee. He was head of Investments and group chief investment officer from 2017 to 2021. In February 2021, Mr. Sharps became President of Price Group and then CEO in January 2022. Prior to Price Group, he completed an internship as an equity research analyst at Wellington Management. Mr. Sharps also was employed by KPMG Peat Marwick as a senior management consultant, where he focused on corporate transactions, before leaving to pursue his M.B.A. in 1995.   Mr. Sharps earned a B.S., summa cum laude, in accounting from Towson University and an M.B.A. in finance from the University of Pennsylvania, The Wharton School. He also has earned the Chartered Financial Analyst®​ designation.   Mr. Sharps currently serves on the boards of directors of the Baltimore Curriculum Project and the Greater Washington Partnership and the board of trustees for Bridges of Baltimore. He previously served on the St. Paul's School board of trustees and was chair of the investment committee from July 2015 to June 2020. He also spent six years on Towson University's College of Business and Economics alumni advisory board.   Mr. Sharps brings to our Board insight into the critical investment component of our business based on the leadership roles he has held in the Equity Division of Price Group and his over 25-year career with the Company.   CFA®​ and Chartered Financial Analyst®​ are registered trademarks owned by CFA Institute.

 

Cynthia F. Smith, 56

 

Senior Vice President, Regional Business and Distribution Development MetLife, Inc. Independent Director since: 2023 Committee Memberships: • Audit • Executive Compensation and Management Development

Ms. Smith has been an independent director of Price Group since 2023 and serves as a member on the Audit Committee and the Executive Compensation and Management Development Committee. Ms. Smith is the senior vice president for regional business and distribution development of MetLife, Inc. (MetLife), one of the world's leading financial services companies, providing insurance, annuities, employee benefits, and asset management, since 2016, and has been with MetLife since 1993. Previously, Ms. Smith served as vice president of: the customer unit (Midwest) in MetLife's group benefits national accounts organization; the group, voluntary & worksite sales regional market (Southeast region); MetLife's executive benefits sales organization; group insurance underwriting; strategic planning for the institutional business organization; and institutional business service, operations, and underwriting. Additionally, she held a variety of roles in MetLife's finance organization, including chief financial officer of sales and service and the institutional financial planning officer.   Ms. Smith earned a B.A. in accounting from Aurora University and an M.B.A. with a concentration in information technology from Benedictine University. She is a certified management accountant and a graduate of the executive management program at Smith College.   Ms. Smith is a member of the boards of directors for Versant Health, a wholly owned subsidiary of MetLife, and MetLife Legal Plans, Inc., which is also owned by MetLife.   Ms. Smith brings to our Board a broad range of valuable financial management and investment management experience, along with a deep understanding of how investment products are distributed to clients. She also has extensive experience with complex issues relevant to the Company's business, including budget and fiscal responsibility, client experience and women's issues.

 

 

Robert J. Stevens, 73

 

Retired Chairman, President, and Chief Executive Officer  Lockheed Martin Corporation Independent Director since: 2019 Committee Memberships:   • Executive Compensation and Management Development • Nominating and Corporate Governance

Mr. Stevens has been an independent director of Price Group since 2019 and serves as a member on the Executive Compensation and Management Development Committee and the Nominating and Corporate Governance Committee. He was the chairman, president, and chief executive officer of Lockheed Martin Corporation, an American aerospace, defense, arms, security, and advanced technologies company, from 2005 to 2012, and served as executive chairman in 2013. He also served as Lockheed Martin's chief executive officer from August 2004 through 2012. Previously, Mr. Stevens held a variety of executive positions with Lockheed Martin, including president and chief operating officer, chief financial officer, and head of strategic planning.   Mr. Stevens earned a B.A. in psychology from Slippery Rock University of Pennsylvania, an M.S. in industrial engineering and management from the New York University Tandon School of Engineering, and an M.S. in business from Columbia University.   Mr. Stevens serves on the advisory board of the Marine Corps Scholarship Foundation and is a member of the Council on Foreign Relations. From 2002 to 2018, he was the lead independent director of Monsanto Corporation, where he also served as the chair of the nominating and corporate governance committee and a member of the audit committee. Mr. Stevens served as a director of United States Steel Corporation from 2015 to 2018, where he was on the corporate governance and public policy committee and the compensation and organization committee.   Mr. Stevens brings to our Board significant executive management experience. He also adds additional perspective to our Board regarding financial matters, mergers and acquisitions, strategic leadership, and international operational experience based on his tenure as chief executive officer of a publicly traded, multinational corporation.

 

Sandra S. Wijnberg, 68

 

Former Partner and Chief Administrative Officer Aquiline Holdings LLC Independent Director since: 2016 Committee Memberships: • Executive Compensation and Management Development • Nominating and Corporate Governance Committee

Ms. Wijnberg has been an independent director of Price Group since 2016 and serves as a member on the Executive Compensation and Management Development Committee and the Nominating and Corporate Governance Committee. She was an executive advisor to Aquiline Holdings LLC, a registered investment advisory firm from 2015 to early 2019, where she previously served as a partner and chief administrative officer from 2007 to 2014. Previously, Ms. Wijnberg served as the senior vice president and chief financial officer of Marsh McLennan Companies, Inc., and was treasurer and interim chief financial officer of YUM! Brands, Inc. Prior to that, she held financial positions with PepsiCo, Inc., and worked in investment banking at Morgan Stanley. In addition, from 2014 through 2015, Ms. Wijnberg was deputy head of mission for the Office of the Quartet, a development project under the auspices of the United Nations.   Ms. Wijnberg earned a B.A. in English literature from the University of California, Los Angeles, and an M.B.A. from the University of Southern California's Marshall School of Business, for which she is a member of the board of leaders.   Ms. Wijnberg is a member of the board of directors, chair of the audit committee, and a member of the nominating and corporate governance committee of Automatic Data Processing, Inc. She is a member of the board of directors, chair of the audit committee, and a member of the finance and strategy committee of Cognizant Technology Solutions Corp. She is a member of the board of directors, the lead director, and a member of the nominating and corporate governance and audit, risk, and compliance committees of Hippo Holdings, Inc. From 2003 to 2016, Ms. Wijnberg served on the board of directors of Tyco International, PLC, and from 2007 to 2009, she served on the board of directors of TE Connectivity, Ltd. She is also a director of Seeds of Peace and is a trustee of the John Simon Guggenheim Memorial Foundation.   Ms. Wijnberg brings to our Board a global perspective along with substantial financials sector, corporate finance, and management experience based on her roles at Aquiline Capital Partners, Marsh McLennan, and YUM! Brands, Inc.

 

 

Alan D. Wilson, 67

 

Retired Executive Chairman McCormick & Company, Inc.   Lead Independent Director   Independent Director since: 2015   Committee Memberships:   • Executive • Executive Compensation and Management Development • Nominating and Corporate Governance

Mr. Wilson has been an independent director of Price Group since 2015 and serves as a member on the Executive Committee, the Executive Compensation and Management Development Committee, and the Nominating and Corporate Governance Committee and is also the lead independent director of the Board. He was executive chair of McCormick & Company, Inc., a global leader in flavor, seasonings, and spices, and held many executive management roles, including chairman, president, and chief executive officer from 2008 to 2016.   Mr. Wilson earned a B.S. in communications from the University of Tennessee. He attended school on an R.O.T.C. scholarship and, following college, served as a U.S. Army captain, with tours in the United States, United Kingdom, and Germany.   Mr. Wilson is a member of the board of directors of Smurfit Westrock Company and serves on the compensation and nominating and corporate governance committees. He also serves as chair for the University of Tennessee's Foundation, and as a member of the University of Tennessee's Business School advisory board.   Mr. Wilson brings to our Board significant executive management experience, having led a publicly traded, multinational company. He also adds additional perspective regarding matters relating to general management, strategic leadership, and financial matters.

 

 

Director Engagement

 

Meetings

 

During 2024, the Board held seven meetings and approved one matter via unanimous written consent. Each director attended at least 75% of the combined total number of meetings of the Board and Board committees of which he or she was a member. Consistent with the Company's Corporate Governance Guidelines, the independent directors met in executive session at each of the Board's regular meetings in 2024. Our Corporate Governance Guidelines provide that all directors are expected to attend the annual meeting of stockholders. All nominees for director submitted to the stockholders for approval at last year's annual meeting on May 7, 2024 (2024 Annual Meeting) attended that meeting, and we anticipate that all director nominees will attend the 2025 Annual Meeting of Stockholders (Annual Meeting).

 

Beyond the Boardroom

 

Director Orientation and Continuing Education and Development

 

When a new independent director joins the Board, we provide an orientation program for the purpose of providing the new director with an understanding of the operations and the financial condition of the Company, as well as the Board's expectations for its directors. Each director is expected to maintain the necessary knowledge and information to perform his or her responsibilities as a director. To assist the directors in understanding the Company and its industry and maintaining the level of expertise required to serve as a director, the Company will from time to time, offer Company-sponsored continuing education programs or presentations, in addition to briefings during Board meetings related to the industry, the competitive environment, and the Company's goals and strategies. In addition, at most meetings the Board receives special education sessions on one or more topics related to key industry trends, relevant business operations, and corporate governance.

 

 

The Board is a member of the National Association of Corporate Directors, which provides resources that help directors strengthen board leadership. Each director is encouraged to participate at least once every three years in continuing education programs for public company directors sponsored by nationally recognized educational organizations not affiliated with the Company. The cost of all such continuing education is paid for by the Company.

 

 

Committees of the Board

 

Our Board has an Audit Committee, an Executive Committee, an Executive Compensation and Management Development Committee (Compensation Committee), and a Nominating and Corporate Governance Committee. The Board has also authorized a Management Committee that is made up entirely of senior officers of the Company.

 

Committee Charters

 

The Board has adopted a separate written charter for each of the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. Current copies of each charter, our Corporate Governance Guidelines, and our Code of Ethics for Principal Executive and Senior Financial Officers (Code) can be found on our website, troweprice.com, by selecting "Investor Relations" and then "Corporate Governance."

 

 

Qualifications and Financial Expert Determination

 

The Board has determined that each of the Audit Committee members meet the independence and financial literacy criteria of the NASDAQ Global Select Market and the SEC. The Board also has concluded that the chair and all members of the Audit Committee meet the criteria of an audit committee financial expert as established by the SEC. Mr. Bartlett is a certified public accountant and was an audit partner at Ernst & Young for 28 years until he left the firm in 2012. He serves as the chair of the audit committee of WillScot Mobile Mini Holdings Corp. and as a member of the audit committees of FTI Consulting, Inc. and Zurn Elkay Water Solutions Corp. Mr. Donnelly was the executive vice president responsible for finance, investor relations, supply chain and information technology for Mettler-Toledo International, Inc. from 2014 to 2018, and previously served as its chief financial officer. He is a member of the audit committees of Ingersoll Rand, Inc. and Quanterix Corporation. Ms. Dublon was the executive vice president and chief financial officer of JPMorgan Chase & Co., from 1998 to 2004. She served as member and chair of the audit committee of PepsiCo, Inc. and the chair of the audit committee of Motive Capital Corp. II. Mr. MacLellan is a chartered accountant, and served as chair of the audit committee of Magna International, Inc., and was a member of the audit committees of Ace Aviation Holdings, Inc., Maple Leaf Sports, and Entertainment, Ltd. Ms. Smith has previously held a variety of roles in MetLife's finance organization, including chief financial officer of sales and service and the institutional financial planning officer, she earned a B.A. in accounting and is a certified management accountant.

 

Responsibilities

 

The primary purpose of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities with respect to:

 

	•	The integrity of our financial statements and other financial information provided to our stockholders;
	•	The retention of our independent registered public accounting firm, including oversight of the terms of its engagement and its performance, qualifications, and independence;
	•	The performance of our internal audit function, internal controls, and disclosure controls; and
	•	Our risk management framework.

 

 

 

 

The Audit Committee:

 

	•	Provides an avenue for communication among our internal auditors, financial management, chief risk officer, independent registered public accounting firm, and the Board; and
	•	Is responsible for maintaining procedures involving the receipt, retention, and treatment of complaints or concerns regarding accounting, internal accounting controls, and auditing matters, including confidential, anonymous employee submissions.

 

The independent registered public accounting firm reports directly to the Audit Committee and is ultimately accountable to this committee and the Board for the audit of our consolidated financial statements. The head of the Company's internal audit department reports directly to the Audit Committee. The Audit Committee receives regular updates from our risk and technology departments concerning our information security program.

 

Related Person Transaction Oversight

 

The Audit Committee is responsible under its charter for reviewing related person transactions and any change in, or waiver from, our Code. Our Board has adopted a written Policy for the Review and Approval of Transactions with Related Persons. Any transaction that would require disclosure under Item 404(a) of Regulation S-K will not be initiated or materially modified until our Audit Committee has approved such transaction or modification and will not continue past its next contractual termination date unless it is annually reapproved by our Audit Committee. During its deliberations, the Audit Committee must consider all relevant details regarding the transaction including, but not limited to, any role of our employees in arranging the transaction, the potential benefits to our Company, and whether the proposed transaction is competitively bid or otherwise is on terms comparable to those available to an unrelated third party or our employees generally. The Audit Committee approves only those transactions that it determines in good faith to be on terms that are fair to us and comparable to those that could be obtained in an arms-length negotiation with an unrelated third party. Please see the disclosure provided in the section titled "Certain Relationships and Related Transactions" beginning on page 86.

 

 

All of the non-employee independent directors of the Board serve on the Compensation Committee. The Board has determined that each of these members meets the independence criteria of the NASDAQ Global Select Market. Dr. Hrabowski, who retired from the Board at the Company's 2024 Annual Meeting, was a member of the Compensation Committee before his retirement.

 

Responsibilities

 

The Compensation Committee is responsible to the Board, and ultimately to our stockholders, for:

 

•	Determining the compensation of our CEO and president and other executive officers;
•	Reviewing and approving general salary and compensation policies for the rest of our senior officers;
•	Overseeing the administration of our Annual Incentive Compensation Plan (AICP), equity incentive plans, and our 1986 Employee Stock Purchase Plan (ESPP);

 

 

 

 

•	Assisting management in designing new compensation policies and plans;
•	Reviewing and providing guidance to management concerning succession plans and development actions for key leadership roles;
•	Reviewing and assisting management regarding regarding diversity, equity, and inclusion efforts across the Company;
•	Reviewing and discussing the Compensation Discussion and Analysis contained in this proxy statement and other compensation disclosures with management; and
•	Overseeing the Management Compensation and Development Committee.

 

Compensation Committee Interlocks and Insider Participation

 

During fiscal year 2024, Messrs. MacLellan (Chair), Bartlett, Donnelly, Stevens, Wilson, Dr. Hrabowski, and Mses. Dublon, Rominger, Smith and Wijnberg served as members of the Compensation Committee. Dr. Hrabowski retired from the Board at the Company's 2024 Annual Meeting. No member of the Compensation Committee was an officer or employee of the Company or any of its subsidiaries during 2024 and no member was formerly an officer of the Company or any of its subsidiaries or was a party to any disclosable related party transaction involving the Company. During 2024, none of the executive officers of the Company served on the board of directors or on the compensation committee of any other entity that has or had executive officers serving as a member of the Board or Compensation Committee of the Company.

 

 

The Board has determined that all Nominating and Corporate Governance Committee members meet the independence criteria of the NASDAQ Global Select Market. Dr. Hrabowski, who retired from the Board at the Company's 2024 Annual Meeting, was chair of the Nominating and Corporate Governance Committee before his retirement.

 

Responsibilities

 

The Nominating and Corporate Governance Committee supervises and reviews the affairs of Price Group in relation to the Board, director nominees and compensation, committee composition, stockholder communications, and other corporate governance matters.

 

Among the Nominating and Corporate Governance Committee's responsibilities are:

 

•	Identifying, evaluating, and nominating director candidates;
•	Considering the continued membership of each director, and recommending the appropriate skills and characteristics of potential directors;
•	Developing director orientation and education opportunities;
•	Reviewing and approving the compensation of independent directors;
•	Recommending committee and chair assignments;
•	Overseeing procedures regarding stockholder nominations and other communications to the Board;
•	Reviewing the effectiveness of the Board in the corporate governance process;
•	Monitoring compliance with and recommending any changes to the Corporate Governance Guidelines and other governance policies;
•	Monitoring and oversight of, in coordination with the Compensation Committee and the Board, succession planning for the CEO;
•	Overseeing policies related to political expenditures and political activities;

 

 

 

 

Table of Contents 

 

•	Monitoring policies related to environmental and climate matters, and recommending to the Board specific actions related thereto;
•	Reviewing actions in furtherance of the Company's corporate social responsibility, including the impact of the Company's processes on employees, stockholders, citizens, and communities; and
•	Reviewing key trends in legislation, regulation, litigation, and public debate to determine whether the Company should consider additional corporate environmental, social responsibility, or governance actions.

 

 

Responsibilities

 

The Executive Committee functions between meetings of the Board in the event that prompt action be called for that requires formal action by or on behalf of the Board in circumstances where it is impractical to call and hold a full meeting of the Board. The Executive Committee possesses the authority to exercise all the powers of the Board except as limited by Maryland law.

 

If the Executive Committee acts on matters requiring formal Board action, those acts are reported to the Board at its next meeting for ratification. Mr. Stromberg, who retired from the Board at the Company’s 2024 Annual Meeting, was a member of the Executive Committee before his retirement.

 

 

Board Policies and Procedures

 

Code of Ethics

 

Pursuant to rules promulgated under the Sarbanes-Oxley Act, the Board has adopted the Code. The Code is intended to deter wrongdoing and promote honest and ethical conduct; full, timely, and accurate financial reporting; compliance with laws; and accountability for adherence to the Code, including internal reporting of Code violations. A copy of the Code is available on our website. We intend to satisfy the disclosure requirements regarding any amendment to, or waiver from, a provision of the Code by making disclosures concerning such matters available on the Investor Relations page of our website, troweprice.com.

 

We also have a Code of Ethics and Personal Transactions Policy and a Global Code of Conduct, both of which are applicable to all employees and directors of the Company. Our Code of Ethics and Personal Transactions Policy prohibits all employees and directors of the Company from (i) any short sales of our common stock, (ii) purchasing options on our common stock, (iii) entering into any contract or purchasing any instrument designed to hedge or offset any decrease in the market value of our common stock, or (iv) transacting on the basis of material nonpublic information, as further described in “Insider Trading Arrangements and Policies” below. It is the Company's policy for all employees to participate annually in continuing education and training relating to the Code of Ethics and Personal Transactions Policy and Global Code of Conduct.

 

Insider Trading Arrangements and Policies

We have adopted insider trading policies (Insider Trading Policies), which are contained in our Code of Ethics and Personal Transactions Policy, governing the purchase, sale, and other dispositions of our securities, including by our directors, officers, and employees. We believe the Insider Trading Policies are reasonably designed to promote compliance with applicable insider trading laws, rules, and regulations, as well as NASDAQ Global Select Market listing standards. The foregoing description of our Insider Trading Policies is qualified in its entirety by reference to the full text of the Code of

 

 

Ethics and Personal Transactions Policy, filed as Exhibit 19 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 14, 2025. 

 

Corporate Governance Guidelines

 

The Board represents the interests of stockholders in fostering a business that is successful in all respects. The Board is responsible for determining that the Company is managed with this objective in mind and that management is executing its responsibilities. The Board's responsibility is to regularly monitor the effectiveness of management policies and decisions, including the execution of its strategies. In addition to fulfilling its obligations for representing the interests of stockholders, the Board has responsibility to the Company's employees, the mutual funds and investment portfolios that the Company manages, the Company's other customers and business constituents and the communities where the Company operates. All are essential to a successful business. Our Corporate Governance Guidelines can be found on our website, troweprice.com.

 

 

Non-employee Director Independence Determinations

 

The Board has considered the independence of current directors and director nominees and of Dr. Hrabowski and Mr. Stromberg, who retired from the Board at the Company’s 2024 Annual Meeting, and has concluded that, excluding Messrs. Sharps, Stromberg, and August, each such person qualifies (or qualified) as an independent director within the meaning of the applicable rules of the NASDAQ Global Select Market.

 

In making its determination of independence, the Board applied guidelines that it has adopted and concluded that the following relationships should not be considered material relationships that would impair a director’s independence:

 

•

relationships where a director or an immediate family member of a director purchases or acquires investment services, investment securities, or similar products and services from the Company or one of its sponsored mutual funds and trusts (Price funds) so long as the relationship is on terms consistent with those generally available to other persons doing business with the Company, its subsidiaries, or its sponsored investment products; and

•

relationships where a corporation, partnership, or other entity with respect to which a director or an immediate family member of a director is an officer, director, employee, partner, or member purchases services from the Company, including investment management or defined contribution retirement plan services, on terms consistent with those generally available to other entities doing business with the Company or its subsidiaries.

 

The Board believes that this policy sets an appropriate standard for dealing with ordinary course of business relationships that may arise from time to time.

 

Proposal 1

Election of Directors

In this proxy statement, 11 director nominees are presented pursuant to the recommendation of the Nominating and Corporate Governance Committee. All have been nominated by the Board to hold office until the next annual meeting of stockholders and until their respective successors are elected and qualify.

 

		Recommendation of the Board		Vote Required
		We recommend that you vote FOR all the director nominees under Proposal 1.

 

If any director nominee becomes unable or unwilling to serve between now and the Annual Meeting, proxies will be voted FOR the election of a replacement recommended by the Nominating and Corporate Governance Committee and approved by the Board.

 

 

Corporate Governance

 

 

Report of the Nominating and Corporate
Governance Committee

 

Our Nominating and Corporate Governance Committee has general oversight responsibility for governance of the Company, including the assessment and recruitment of new director candidates and the evaluation of director and Board and committee performance. We monitor regulatory and other developments in the governance area with a view toward both legal compliance and maintaining governance procedures at the Company, consistent with what we consider to be best practices. In this regard, we routinely receive information relating to best governance practices for institutions such as the Company, including input from members of the Company’s proxy voting group concerning relevant trends. In addition, the Nominating and Corporate Governance Committee has oversight of the Company’s environmental and corporate social responsibility activities and the Company’s policies related to political expenditures and political activities.

 

 

Governance Highlights

 

Overview

 

Our Board employs practices that foster effective Board oversight of critical matters such as strategy, management succession planning, financial and other controls, risk management, and compliance. The Board reviews our major governance policies and processes regularly in the context of current corporate governance trends, regulatory changes, and recognized best practices.

 

The Board is deeply involved in understanding and developing the culture at the Company. The Board recognizes that the Company’s people are its most valuable asset, and as such, the Board at several of its meetings holds discussions with the Company’s current and rising leaders. The Board considers succession planning not just for the CEO, but also for several other key management positions. In addition, the Board periodically holds its meetings at locations other than at the Company’s headquarters in Baltimore. In 2024, the Board held a meeting at the Company’s offices in Washington, D.C., which is a key location for its investment advisor T. Rowe Price Investment Management, Inc. This provided the Board with an opportunity to meet with associates and management affiliated with T. Rowe Price Investment Management, Inc. These meetings help provide the Board with a broader perspective on the Company and its business.

 

Committee Oversight

 

Our Nominating and Corporate Governance Committee maintains oversight of the Company's environmental and corporate social responsibility activities, including considering the impact of the Company's policies on employees, stockholders, and communities. During the year, the Nominating and Corporate Governance Committee and the Board received updates from management on the Company's environmental, social, and governance (ESG) efforts.

 

Pursuant to the Nominating and Corporate Governance Committee's oversight of political activities, the Nominating and Corporate Governance Committee is informed of, and consulted on, any political developments impacting the Company. Additionally, the Nominating and Corporate Governance Committee reviews the corporate memberships that the Company maintains with trade associations and requests that these groups not use the Company's dues for political campaign contributions or to confirm to the Company if they do. The Company does not contribute corporate funds to candidates, political party committees, political action committees, or any political organization exempt from federal income taxes. Further, the Company does not maintain a political action committee and does not spend corporate funds directly on independent expenditures.

 

 

Board Composition

 

Director Nomination Process

 

Ongoing Assessment of Composition and Structure

 

In considering the overall qualifications of our director nominees and their contributions to our Board, and in determining our need for additional directors, we seek to create a Board consisting of directors with a diverse set of experiences and attributes who will be meaningfully involved in our Board activities and will facilitate a transparent and collaborative atmosphere and culture. Our directors generally develop a long-term association with the Company, which we believe facilitates a deeper knowledge of our business and its strategies, opportunities, risks, and challenges. At the same time, we periodically look for additions to our Board to enhance our capabilities and bring new perspectives and ideas to our Board.

 

Commitment to Broad Skills, Expertise, and Perspective

 

Our current Board comprises individuals with a substantial variety of skills and expertise, including with respect to executive management, financial institutions, government, accounting and finance, investment management, public company boards, and not-for-profit organizations. The Board historically has valued varying perspectives brought by individuals of differing backgrounds and experiences. Our Board is not just composed of individuals knowledgeable about our business, but is also reflective of our clients, the communities we serve, and our stakeholders. The Nominating and Corporate Governance Committee believes it is important to maintain a mix of experienced directors with a deep understanding of the Company and newer directors who bring a fresh perspective to the challenges of our industry. We consider diversity as a factor relevant to any particular nominee and to the overall composition of our Board. In considering diversity, we recognize a person’s background and experience as well as their ethnicity, gender, sexual orientation, race, and other factors that we believe will inform the way they consider decisions brought before the Board.

 

Selection of Director Candidates

 

The Nominating and Corporate Governance Committee supervises the nomination process for directors. The Nominating and Corporate Governance Committee considers the performance, independence, diversity, and other characteristics of our incumbent directors, including their willingness to serve for an additional term and any change in their employment or other circumstances in considering their renomination each year.

 

Following the Annual Meeting, the Board will have 11 directors, nine of who will be independent. The tenure of our independent directors ranges from 17 months to 15 years, with an average tenure of approximately seven years. When a director is set to retire from our Board, the Nominating and Corporate Governance Committee focuses on identifying candidates with the skills and backgrounds to complement the Board, in addition to seeking candidates who would bring further capabilities, experience, and diversity to our Board.

 

Identification and Consideration of New Nominees

 

In the event that a vacancy exists or we decide to increase the size of the Board, we identify, interview and examine, and make recommendations to the Board regarding appropriate candidates. We will consider Board nominees with diverse capabilities, and we generally look for nominees with capabilities in one or more of the following areas: investment and money management, general management and leadership, economics and economic policy, audit and accounting, finance and treasury functions, marketing, operations, technology and cybersecurity, human resources and personnel, risk management, strategic planning, governance, law, regulation and compliance, property management, and international and global experience relating to one or more of the foregoing areas. In evaluating potential candidates, we consider independence from management, background, experience, expertise, commitment, diversity, number of other public board and related committee seats held, and potential conflicts of interest, among other factors, and take into account the composition of the Board at the time of the assessment. All candidates for nomination must:

 

•

demonstrate unimpeachable character and integrity,

•

have sufficient time to carry out their duties,

•

have experience at senior levels in areas of expertise helpful to the Company and consistent with the objective of having a diverse and well-rounded Board, and

•

have the willingness and commitment to assume the responsibilities required of a director of the Company.

 

 

In addition, candidates expected to serve on the Audit Committee must meet independence and financial literacy qualifications imposed by the NASDAQ Global Select Market and by the SEC and other applicable law. Candidates expected to serve on the Nominating and Corporate Governance Committee or the Compensation Committee must meet independence qualifications set out by the NASDAQ Global Select Market. Our evaluations of potential directors include, among other things, an assessment of a candidate's background and credentials, personal interviews, and discussions with appropriate references. Once we have selected a candidate, we present him or her to the full Board for election if a vacancy occurs or is created by an increase in the size of the Board during the course of the year or for nomination if the director is to be first elected by the Company's stockholders. All directors serve for a one-year term and must stand for reelection annually.

 

 

 

Stockholder Recommendations and Nominations

 

Recommendations

 

A stockholder who wishes to recommend a candidate for the Board should send a letter to the chair of the Nominating and Corporate Governance Committee at the Company's principal executive offices providing: (i) information relevant to the candidate's satisfaction of the criteria described above under "Director Nomination Process" and (ii) information that would be required for a director nomination under Section 1.11 of the By-Laws. The Nominating and Corporate Governance Committee will consider and evaluate candidates recommended by stockholders in the same manner it considers candidates from other sources. Acceptance of a recommendation does not imply that the Nominating and Corporate Governance Committee will recommend, and the Board will ultimately nominate, the recommended candidate.

 

 

Proxy Access and Nominations

 

We have adopted a proxy access right to permit a stockholder, or a group of up to 20 stockholders, owning 3% or more of the Company’s outstanding common stock continuously for at least three years, to nominate and include in the Company’s proxy materials, director nominees constituting up to two individuals or 20% of the Board (whichever is greater), provided that the stockholder(s) and the nominee(s) satisfy the requirements specified in the By-Laws. Section 1.13 of the By-Laws sets out the procedures a stockholder must follow to use proxy access. Section 1.11 of the By-Laws sets out the procedures a stockholder must follow in order to nominate a candidate for Board membership outside of the proxy access process. For these requirements, please refer to the By-Laws as of February 9, 2021, filed as Exhibit 3.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on February 11, 2021.

 

Majority Voting

 

We have adopted a majority voting standard for the election of our directors. Under our By-Laws, in an uncontested election, a nominee will not be elected unless he or she receives more "FOR" votes than "AGAINST" votes. Under Maryland law, any incumbent director not so elected would continue in office as a "holdover" director until removed or replaced. As a result, the By-Laws also provide that any director who fails to obtain the required vote in an uncontested election must submit his or her resignation to the Board. The Board must decide whether to accept or decline the resignation, or decline the resignation with conditions, taking into consideration the Nominating and Corporate Governance Committee's recommendation after consideration of all factors deemed relevant, within 90 days after the vote has been certified. Plurality voting will apply to contested elections.

 

 

Board Leadership

 

Chair of the Board and Lead Independent Director

 

Robert W. Sharps   Chair of the Board   Mr. Sharps became the chair of the Board effective May 7, 2024, following the 2024 Annual Meeting, in addition to his role as CEO and president. By serving in both positions, Mr. Sharps has been able to draw on his detailed knowledge of the Company to provide leadership to the Board in coordination with the lead independent director. We believe Mr. Sharps’ service as the chair provides our independent directors with increased exposure to senior management, as well as greater insight into the needs of the business.	Alan D. Wilson   Lead Independent Director   Mr. Wilson was elected by our independent directors as lead independent director after the 2018 annual meeting of stockholders and is expected to be reelected after the Annual Meeting. The lead independent director role was created in 2004 and has continually developed since that time. The lead independent director chairs Board meetings when the chair is not present, approves Board agendas and meeting schedules, and oversees Board materials distributed in advance of Board meetings. The lead independent director also calls meetings of the independent directors, chairs all executive sessions of the independent directors, and acts as a liaison between the independent directors and management. The lead independent director works with the chair of the Nominating and Corporate Governance Committee when considering new director nominees and provides input on the design and makeup of the Board and its committees. In connection with our annual board and committee evaluation, the lead independent director conducts interviews with each director to solicit input and to ensure directors’ concerns are being addressed. The lead independent director is available to the Company’s general counsel and corporate secretary to discuss and, as necessary, respond to stockholder communications to the Board. Finally, the lead independent director generally serves as the Board representative in various meetings with the Company’s stockholders and other key stakeholders.   Mr. Wilson's significant executive management experience, including having served as chair and chief executive officer of a publicly traded company, makes him especially qualified to serve as the lead independent director for the Board.

 

 

Independent Leadership

 

In May 2024, the Board appointed Mr. Sharps to serve as the chair of the Board, in addition to his current role as our CEO and president. During our history, the Company has been served well by having the same person serve as both the chair and the CEO. The combined role of chair and CEO reflects our confidence in the leadership of Mr. Sharps and also ensures that the Company presents its strategy to stockholders, employees, and clients with a unified voice from the person most knowledgeable about and responsible for the implementation of the strategy. In addition, having one person serve as both chair and CEO maintains clear accountability and responsibility for steering the direction of the Company.

 

The Board has determined that the election of a lead independent director, together with a combined chair and CEO, serves the best interests of the Company and its stockholders at this time. We historically have found that a strong lead independent director provides independent leadership to our Board. We believe that the combination of a combined chair and CEO and a well-empowered lead independent director provides significant independent leadership of our Board, while also furnishing a valuable bridge between the Board and the Company’s business. The Company has an experienced and diverse independent Board, and a supermajority of the Board are independent under the NASDAQ Global Select Market standards. In addition, the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee are all composed entirely of independent directors, and our lead independent director, together with these committees, has significant and meaningful responsibilities designed to foster critical oversight and good governance practices. We believe that our governance structure is appropriate at this time and serves the interests of the Company and its stockholders well.

 

The Board is confident that the duties and responsibilities allocated to its lead independent director, together with its other corporate governance practices and strong independent board, provides appropriate and effective independent oversight of management.

 

Committee Leadership and Rotation

 

Since 2015, Mr. Bartlett and Mr. MacLellan have been the chairs of the Audit Committee and the Compensation Committee, respectively. Following Dr. Hrabowski’s retirement from the Board in May 2024, Ms. Rominger became the chair of the Nominating and Corporate Governance Committee. Our Corporate Governance Guidelines provide that periodic rotation of committee membership and chairpersons is generally beneficial to the Company and contributes to healthy and collaborative Board engagement. However, this rotation is not mandatory, and in some circumstances, continued service on a committee or as chair by persons with particular skills may be warranted. At least every five years, the Nominating and Corporate Governance Committee does a thorough review of all Board leadership positions to make recommendations to the Board about potential changes and to suggest skills that may be needed on the committees.

 

 

Board Evaluations

 

At the end of 2024, we asked all directors to reply to an anonymous evaluation questionnaire regarding the performance of the Board and its committees during the year, which evaluation was conducted in consultation with the chair of the Nominating and Corporate Governance Committee and the lead independent director. Feedback from these questionnaires was supplemented by interviews of each director by our lead independent director. The results of the evaluations and interviews were then discussed at a meeting of the Nominating and Corporate Governance Committee, and a full report was also provided to the Board. Consistent with past practice, we consider suggestions from the evaluation process for inclusion during the course of the upcoming year. We plan to continue to conduct evaluations and interviews each year and to periodically modify our procedures to ensure that we are responsive to suggestions from our directors and any future developments.

 

 

 

 

 

 

Engagement With Our Stockholders

 

As investment professionals, we know the value of engaging with companies. We maintain an active and open dialogue with our stockholders through individual virtual and in-person meetings, engagements at conferences, and inviting them to our annual meeting of stockholders. We proactively engage them on a range of topics, including corporate governance, and our philosophy and practices relating to ESG. We attempt to incorporate and address the feedback we receive from our stockholders into our practices, as follows:

 

HOW		WHAT
•     Attendance at conferences •     Public management update at quarterly earnings calls •     Individual stockholder calls and meetings •     Annual Meeting of Stockholders •    Outreach, calls, and meetings with investors' corporate governance departments •    Universal access to an email address for stockholders wishing to contact the Board		•    Strategic and financial performance and goals •    Corporate and business strategy •    Board composition and leadership structure •    Corporate governance and industry trends, including ESG considerations •    Regulatory considerations •    Respond to inquiries concerning broad range of topics

 

As part of our ongoing effort to interact and communicate with our stockholders and other key stakeholders, we held 75 individual meetings with our investors to discuss the Company’s performance and progress against our long-term strategy, as well as broader trends across the investment management industry. Participating in such meetings were

 

 

representatives from our Investor Relations, Finance, Legal, and ESG departments, who provided a meaningful discussion about the Company’s activities. We also participated at three sell-side hosted financial services’ conferences, meeting with over 100 companies across the three events. We continued our quarterly earnings calls with our CEO and president, our chief financial officer (CFO) and treasurer, and our head of Global Investments and chief investment officer (CIO), during which they provided investors an overview of the state of the Company and responded to questions. On our Q1 2024 call, our head of Global Distribution provided a special update on our retirement business. Approximately 200 external participants have attended these earnings calls each quarter. Additionally, in an effort to provide greater transparency around our efforts and progress related to our ESG initiatives, we published our 2023 Sustainability Report and held calls with several investors to further discuss these topics. We also engage regularly with the investment firms that cover our stock, conducting over 95 calls or meetings during 2024 with these firms. We look forward to continuing to foster our relationships with stockholders and other key stakeholders.

 

Stockholder Proposals

 

From time to time, we receive proposals from our stockholders intended for inclusion in our proxy statement. We typically work with Company management in reviewing these proposals and determining an appropriate course of action in response, including, where necessary, a statement of our position for or in opposition to the proposal from the stockholder. Often, in response, the Board will ask management to engage with a stockholder on their proposal, which has led to meaningful dialogue and assisted the Board in understanding the concerns of our stockholders.

 

Stockholder Communications With the Board

 

Our directors are interested in hearing the opinions of our stockholders. The Nominating and Corporate Governance Committee has established the following procedures in order to facilitate communications between our stockholders and our Board:

 

•    Stockholders may send correspondence, which should indicate that the sender is a stockholder, to our Board or to any individual director by mail to T. Rowe Price Group, Inc., c/o general counsel, PO Box 17134, Baltimore, MD 21297-1134, or by email to contact_the_board@troweprice.com or by internet at investors.troweprice.com/investor-resources/contact-us.

 

•    Our general counsel is responsible for the first review and logging of this correspondence. The general counsel will forward the communication to the director or directors to whom it is addressed unless it is a type of correspondence that the Nominating and Corporate Governance Committee has identified as correspondence that may be retained in our files and not sent to directors.

 

•    The Nominating and Corporate Governance Committee has authorized the general counsel to retain and not send to directors the following types of communications:

 

•    Advertising or promotional in nature (offering goods or services);

 

•    Complaints by clients with respect to ordinary course of business customer service and satisfaction issues, provided, however, that the general counsel will notify the chair of the Nominating and Corporate Governance Committee of any complaints that, in the opinion of the general counsel, warrant immediate committee attention by their nature or frequency; or

 

•    Those clearly unrelated to our business, industry, management, Board, or committee matters.

 

•    These types of communications will be logged and filed but not circulated to directors. Except as described above, the general counsel will not screen communications sent to directors. The log of stockholder correspondence is available to members of the Nominating and Corporate Governance Committee for inspection. At least once each year, the general counsel will provide to the Nominating and Corporate Governance Committee a summary of the communications received from stockholders, including the communications not sent to directors in accordance with screening procedures approved by the Nominating and Corporate Governance Committee.

 

 

	By the Nominating and Corporate Governance Committee of the Board of Directors of T. Rowe Price Group, Inc.
	Eileen P. Rominger, Chair
	Robert J. Stevens
	Sandra S. Wijnberg
	Alan D. Wilson

 

 

Table of Contents 

 

Compensation of Directors

 

The Nominating and Corporate Governance Committee is responsible for periodically reviewing non-employee director compensation and benefits and recommending changes, if appropriate, to the full Board. Our non-employee director compensation program is designed to accomplish a number of objectives:

 

•

Align the interests of our non-employee directors with those of our stockholders,

•

Provide competitive compensation for service to the Board by our non-employee directors,

•

Maintain appropriate consistency with our approach to compensation for our executive officers and senior employees, and

•

Attract and retain a diverse mix of capable and highly qualified directors.

 

We provide both cash and equity compensation annually to our directors and believe that, over time, cash and equity compensation should reflect approximately 40% and 60%, respectively, of the total compensation paid to our directors. The cash compensation component is based primarily on an annual retainer coupled with fees for committee attendance, lead director role, and committee chair roles. The equity compensation component is in the form of full-value awards and the possibility of electing restricted stock units (RSUs), as further explained below. We believe our total compensation package and compensation structure is comparable to and in line with other major financial services companies.

 

The Nominating and Corporate Governance Committee periodically reviews and considers competitive market practices. In 2024, there were no changes to the compensation program for our non-employee directors.

 

Fees and Other Compensation in 2024

 

All non-employee directors received the following in 2024:

 

•

An annual retainer of $100,000 for all non-employee directors;

•

A fee of $150,000 for the non-executive chair;

•

A fee of $1,500 for each committee meeting attended;

•

A fee of $15,000 for the lead director;

•

A fee of $20,000 and $5,000, for the chair of the Audit Committee and each Audit Committee member, respectively;

•

A fee of $10,000 for the chair of the Compensation Committee;

•

A fee of $10,000 for the chair of the Nominating and Corporate Governance Committee;

•

Directors and all U.S. employees of Price Group and its subsidiaries are eligible to have our sponsored T. Rowe Price Foundation match personal gifts up to an annual limit to qualified charitable organizations. For 2024, non-employee directors were eligible to have up to $10,000 matched;

•

The reimbursement of reasonable out-of-pocket expenses incurred in connection with their travel to and from, and attendance at, each meeting of the Board and its committees and related activities, including director education courses and materials; and

•

The reimbursement of spousal travel to and from and participation in events held in connection with the annual joint Price Group and Price funds' boards of directors meeting.

 

The annual retainer and fees noted above are prorated for the period of time during the calendar year that each director held the position. Non-employee directors can elect to defer payment of their director fees until the next calendar year pursuant to the Outside Directors Deferred Compensation Plan or to defer payment of their director fees into vested RSUs pursuant to the 2017 Non-Employee Director Equity Plan, as amended (2017 Director Plan). The RSUs will be settled in shares of our common stock, or cash in the case of fractional shares, upon the director's separation from service. Any such election needs to be received prior to the beginning of the year they earn the cash compensation. Dr. Hrabowski elected to have his 2024 director fees deferred to 2025. Messrs. Donnelly, MacLellan, Stevens, and Wilson and Ms. Wijnberg elected to have their 2024 director fees deferred into vested RSUs.

 

 

Equity-Based Compensation in 2024

 

Pursuant to the 2017 Director Plan, each newly elected Board member is awarded an initial grant in the form, at their election, of restricted shares (RSAs) or RSUs having a value on the date of grant of $300,000 that vest one-year after the grant date. In each subsequent year, each non-employee director is awarded, at their election, RSAs or RSUs having a value on the date of grant of $200,000 on the first business day after the Annual Meeting. Each of the award types vest upon the earliest of one year after the grant date, the day before the Annual Meeting held in the calendar year after the year in which the grant is made, the non-employee director's death or date on which the director becomes totally and permanently disabled, or the date on which a change in control occurs, provided the director continues to be a member of the Board on the applicable date.

 

RSAs entitle the holder to the rights of a stockholder, including voting, dividend, and distribution rights, but are nontransferable until they vest. Vested RSUs will be settled in shares of our common stock or cash, in the case of fractional shares, upon a non-employee director's separation from service. Non-employee directors holding RSUs are not entitled to voting, dividend, distribution, or other rights until the corresponding shares of our common stock are issued upon settlement; however, if and when we pay a cash dividend to our common stockholders, we will issue dividend equivalents in the form of additional RSUs. Under the 2017 Director Plan, dividends and dividend equivalents payable with respect to unvested restricted shares and unvested RSUs will be subject to the same vesting and risks of forfeiture as the restricted shares and RSUs to which they are attributable. The 2017 Director Plan includes a provision that accelerates the vesting of all outstanding awards in connection with a change in control of Price Group. Upon a change in control, any outstanding RSUs will be settled in cash or shares at the discretion of the Board.

 

Ownership and Retention Guidelines

 

Each non-employee director added to the Board prior to 2017 is required to hold shares of our common stock, within five years of their appointment to the Board, having a value equal to three times the applicable cash retainer at the time they joined. Directors who were new to the Board in 2017 or thereafter have an ownership goal of five times the annual cash retainer in effect on the date they join the Board. For purposes of the calculation, unvested RSAs and outstanding RSUs are counted, but unexercised stock options are not. Once this ownership goal is achieved, the number of shares required to be held becomes fixed and must be maintained until the end of the director's service on the Board. Until the ownership goal is achieved, the director is expected to retain "net gain shares" resulting from the exercise of stock options or vesting of RSAs or RSUs granted under the applicable director plan. Net gain shares are the shares remaining after payment of the stock option exercise price and taxes owed with respect to the exercise or vesting event. All of our directors have achieved and maintain the ownership goal as of the date of this proxy statement.

 

2024 Director Compensation¹​

 

The following table sets forth information regarding the compensation earned by, or paid to, directors who served on our Board during 2024. As officers of Price Group, Mr. Sharps and Mr. August did not receive separate directors' fees, so they have been omitted from this table. Mr. Sharps and Mr. August each appear in our Summary Compensation Table as NEOs.

 

NAME		FEES EARNED OR PAID IN CASH			STOCK AWARDS3,4			ALL OTHER COMPENSATION5			TOTAL
Mark S. Bartlett		$	141,000		$	200,013		$	10,000		$	351,013
William P. Donnelly		$	–		$	351,507		$	10,000		$	361,507
Dina Dublon		$	126,000		$	243,300		$	10,000		$	379,300
Dr. Freeman A. Hrabowski, III2		$	53,333		$	26,130		$	10,000		$	89,463
Robert F. MacLellan		$	–		$	390,207		$	10,000		$	400,207
Eileen P. Rominger		$	124,667		$	200,013		$	–		$	324,680
Cynthia F. Smith		$	124,500		$	206,760		$	–		$	331,260
Robert J. Stevens		$	–		$	398,169		$	–		$	398,169
William J. Stromberg2		$	187,500		$	–		$	–		$	187,500
Sandra S. Wijnberg		$	–		$	373,308		$	10,000		$	383,308
Alan D. Wilson		$	–		$	484,362		$	–		$	484,362

 

 

1	Includes only those columns relating to compensation awarded to, earned by, or paid to non-employee directors for their services in 2024. All other columns have been omitted.
2	Represents the fees earned by Dr. Hrabowski and Mr. Stromberg before their retirements at the 2024 Annual Meeting.
3	​The following table represents the equity awards granted in 2024 to certain of the non-employee directors named above. Represents the full grant date fair value of RSAs or RSUs granted in accordance with FASB ASC Topic 718. The fair value was computed using the market price per share of Price Group common stock on the date of grant multiplied by the target number of units, as this was considered the probable outcome. In accordance with the 2017 Director Plan, each non-employee director was awarded a grant date value of $200,000. In addition, pursuant to our 2017 Director Plan, some directors elected to have their fees, which are typically paid semiannually, deferred into RSUs. The holders of RSUs also receive dividend equivalents in the form of additional vested RSUs on each of the Company's quarterly dividend payment dates. The award value or dividend equivalent value was converted to RSAs or RSUs, using the closing stock price of our common stock on the date of grant. Fractional shares were rounded up to the nearest whole share.

 

DIRECTOR		GRANT DATE		NUMBER OF RESTRICTED SHARES		NUMBER OF RSUs		GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS
Mark S. Bartlett		5/8/2024		1,794				$	200,013
William P. Donnelly		3/28/2024				35		$	4,227
		5/8/2024				1,794		$	200,013
		6/27/2024				56		$	6,495
		6/28/2024				560		$	64,574
		9/27/2024				66		$	7,259
		12/27/2024				63		$	7,341
		12/30/2024				541		$	61,598
Dina Dublon		3/28/2024				87		$	10,652
		5/8/2024		1,794				$	200,013
		6/27/2024				93		$	10,760
		9/27/2024				99		$	10,876
		12/27/2024				95		$	10,999
Dr. Freeman A. Hrabowski, III		3/28/2024				214		$	26,130
Robert F. MacLellan		3/28/2024				106		$	12,931
		5/8/2024		1,794				$	200,013
		6/27/2024				113		$	13,063
		6/28/2024				603		$	69,532
		9/27/2024				127		$	13,951
		12/27/2024				122		$	14,109
		12/30/2024				585		$	66,608
Eileen P. Rominger		5/8/2024		1,794				$	200,013
Cynthia F. Smith		5/8/2024				1,794		$	200,013
		6/27/2024				19		$	2,225
		9/27/2024				21		$	2,248
		12/27/2024				20		$	2,274
Robert J. Stevens		3/28/2024				145		$	17,718
		5/8/2024				1,794		$	200,013
		6/27/2024				174		$	20,122
		6/28/2024				512		$	59,039
		9/27/2024				192		$	20,973
		12/27/2024				183		$	21,211
		12/30/2024				519		$	59,093
Sandra S. Wijnberg		3/28/2024				97		$	11,784
		5/8/2024		1,794				$	200,013
		6/27/2024				103		$	11,904
		6/28/2024				560		$	64,574
		9/27/2024				116		$	12,727
		12/27/2024				111		$	12,871
		12/30/2024				522		$	59,435

 

 

DIRECTOR		GRANT DATE		NUMBER OF RESTRICTED SHARES		NUMBER OF RSUs		GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS
Alan D. Wilson		3/28/2024				289		$	35,194
		5/8/2024				1,794		$	200,013
		6/27/2024				327		$	37,777
		6/28/2024				577		$	66,534
		9/27/2024				355		$	38,898
		12/27/2024				340		$	39,338
		12/30/2024				585		$	66,608

 

4

​The following table represents the aggregate number of equity awards outstanding as of December 31, 2024.

          

DIRECTOR		UNVESTED STOCK AWARDS		UNVESTED RSUs		UNEXERCISED OPTION AWARDS		TOTAL		VESTED RSUs
Mark S. Bartlett		1,794						1,794		–
William P. Donnelly				1,853				1,853		4,672
Dina Dublon		1,794						1,794		8,965
Robert F. MacLellan		1,794				17,668		19,462		12,085
Eileen P. Rominger		1,794						1,794		–
Cynthia F. Smith				1,853				1,853		–
Robert J. Stevens				1,853				1,853		15,955
Sandra S. Wijnberg		1,794						1,794		11,013
Alan D. Wilson				1,853				1,853		30,796

 

5

​The amounts represent personal gifts matched by our sponsored T. Rowe Price Foundation to qualified charitable organizations.

 

 

Risk Management Oversight

 

Overall

 

The Board is responsible for overseeing our risk management framework but has delegated certain specific activities to the Audit Committee, the Nominating and Governance Committee, and the Compensation Committee. At each regular Board meeting, the committees report to the Board on the matters discussed at the committees' meetings, including on the risk matters delegated to each such committee. In addition, from a day-to-day perspective, the Board has entrusted the Management Committee to ensure that risks across the Company are identified, managed, and reported to the Board or its committees. Finally, the Board also considers our risk management framework during executive sessions of Board meetings, without management present. During these executive sessions, the lead independent director presides and then reports to the chair and to management any suggestions or actions for the Company to take.

 

Generally, the Board and its committees manage the risks for the Company with a long-term perspective but evaluate risks over a shorter or intermediate term to the extent these risks could impact the Company or its long-term prospects. From time to time, the Board and management engage with outside advisors, including outside legal counsel, consultants, financial analysts, and investment bankers, to ensure a thorough understanding of the risks to the Company and the industry at large and to consider options to position the Company to respond to these issues should they arise. Our senior management, including our chief financial officer, general counsel, and chief operating officer, periodically present to the Board on existing and emerging risks, and the Board discusses the same with management, to provide oversight to the risk management process. In addition, the Company has a chief risk officer, who reports to the chief operating officer, and a chief compliance officer, who reports to the general counsel. The chief risk officer and chief compliance officer each annually present to and meet with the Audit Committee. By having separate Risk and Compliance departments that report into the Management Committee and Audit Committee through separate individuals, management believes that key risks are identified and evaluated in a more complete and unbiased manner, with multiple escalation channels to ensure comprehensive analysis and disclosure.

 

Audit Committee

 

The Audit Committee oversees and evaluates the Company's significant risks disclosed in the Company's financial statements, including: (i) information technology and cybersecurity risks; (ii) business continuity and disaster recovery risks; (iii) ESG risks; (iv) employee relations and diversity, equity, and inclusion risks; and (v) legal and compliance risks. With respect to significant risks and exposures the Company faces, the Audit Committee receives information concerning the applicable risks and the steps taken to assess, monitor, and manage those risks from members of senior management, including the chief financial officer, general counsel, chief risk officer, head of internal audit, chief compliance officer, and other officers responsible for financial reporting. Based on these reports and their discussions with senior management, the Audit Committee makes recommendations as necessary to the full Board with respect to managing our overall risk.

 

Compensation Committee

 

The Compensation Committee is responsible for overseeing the Company's compensation policies, plans, and practices and for ensuring that they are reasonably designed in coordination with the Company's risk oversight policies, to not create incentives for unnecessary or excessive risk taking. The Compensation Committee is further responsible for managing risks related to succession planning for management through its oversight of succession plans and development actions for key strategic leadership roles. The Compensation Committee has delegated responsibility for the functioning of the Company's compensation programs to the Company's Management Compensation and Development Committee, composed of senior members of management including our CEO and president, CFO and treasurer, and head of Global Investments and CIO. The Management Compensation and Development Committee designs, develops, and maintains the Company's compensation programs and regularly reviews whether these programs incentivize or encourage unnecessary risk taking and then reports the same to the Compensation Committee. Based on these reports, the Compensation Committee reports and makes recommendations as necessary to the full Board with respect to managing our overall risk.

 

 

Nominating and Corporate Governance Committee

 

The Nominating and Corporate Governance Committee oversees risks related to Board succession and other corporate governance policies and practices. In addition, the Nominating and Corporate Governance Committee oversees the Company's policies concerning political expenditures and political activities and considers any risk to the Company resulting therefrom. The Nominating and Corporate Governance Committee is also responsible for overseeing the Company's risks related to all ESG issues and recommending specific actions to the Board related thereto. The Nominating and Corporate Governance Committee reports and makes recommendations as necessary to the full Board with respect to managing our overall risk.

 

Management Committee

 

The Management Committee is led by the CEO and president and comprises the Company's senior leadership team. The Management Committee oversees the execution of the Company's strategy and monitors and addresses the Company's risks, including risks related to major change initiatives, financial management, and changing regulatory requirements. The Management Committee also guides, reviews, and approves business activities of the Company, while maintaining the Company's risk tolerance, as set by the Board. The Company's Enterprise Risk Management Committee, composed of senior members of management including our chief risk officer, oversees the Company's risk management strategy on behalf of the Management Committee. The Enterprise Risk Management Committee develops and maintains the Company's risk management policies and procedures and regularly monitors the significant risks inherent to the business, including operational risk, strategic risk, investment performance risk, legal and compliance risk, technology and cyber risk, environmental and social risk, human capital risk, and financial risk.

Cybersecurity Oversight

Technology is a key component of our business operations, and cybersecurity is a significant consideration for the Company. T. Rowe Price has a holistic company wide approach to risk management, including material risks from cybersecurity threats. The Company's overall risk management activities are designed to identify, assess, report, and manage risks that could affect the Company in achieving its objectives and goals. This risk management framework operates across our business lines and integrates business operational resiliency and technology-related risks, such as cybersecurity threats. Although management is responsible for the Company's day-to-day cybersecurity operations, the Board oversees the Company's cybersecurity program. The Board does not delegate this responsibility to a committee, nor does the Board identify a cybersecurity expert to consider the Company's activities and make recommendations or provide advice to the Board. Instead, many of our directors have significant technology experience gained through their prior work experience and through their positions on other boards of directors, all of which provides the Board with insight and practical guidance in overseeing the Company's technology and operations as well as our continuing investment in and development of our cybersecurity program.

 

At each quarterly meeting, the Audit Committee receives an update concerning the Company's cybersecurity metrics. In addition, at least annually, the Board receives a technology and cybersecurity update from the Company's senior technology and information security leaders. The Board receives information concerning the Company's preparation for a cyber incident in order to understand how it would respond to a specific cybersecurity threat, along with the impact to its operations. As part of this process, the Board engages in various activities to stay abreast of the cyber landscape, including briefings led by third-party and management experts and discussions related to publicized cyber events in our industry and other industries. Our global information security team, in collaboration with our risk and internal audit teams and independent third parties, assesses cyber risks and adjusts our program as needed and reports the results of the same to the Board.

 

 

Sustainability

Pursuing Opportunities for Clients

 

As an asset manager, we are a fiduciary first and foremost. We view climate change considerations through a fiduciary lens, with a focus on financial performance and risk management. For most of our clients, their sole objective is risk-adjusted financial performance. For these portfolios, integration of ESG-related risks and opportunities forms part of our fundamental research process. Some clients choose to extend their investment objectives beyond financial considerations alone, and in such cases, we will work with them to develop solutions that meet their needs. For example, in 2023, we introduced our Net Zero Transition framework, which can be applied to multiple vehicles and asset classes for clients who want to pursue net zero investment strategies. Another example is our suite of impact products, which offer opportunities for investors who are interested in both financial gains and sustainability goals. In 2024, our global impact funds gained approval to use the Sustainability Impact label under the UK's Sustainability Disclosure Requirements regime.

 

Corporate Sustainability

 

We publish a Sustainability Report that is reviewed and approved by the Nominating and Corporate Governance Committee. Additionally, our disclosures aligned to the Sustainability Accounting Standards Board and the Task Force on Climate-Related Financial Disclosures received limited assurance from an independent certified public accountant. We have set a target to achieve net zero Scope 1 and 2 emissions⁽¹⁾​ by 2040, with an interim target of reducing emissions by 75% by 2030 compared with our 2021 baseline. These operational targets were approved by our Nominating and Corporate Governance Committee in February 2023. Both of these operational targets place us below the emissions reduction trajectory required to stay within a 1.5°C warming scenario. We will continue to address our emissions from business travel by partnering with Climate Vault, an award-winning nonprofit that has been designated by the Carbon Disclosure Project as a Carbon Reduction and Science Based Target initiative-accredited service provider. We are working to have 60% of global real estate environmentally certified by December 31, 2025.

 

 

 

 

 

 

 

(1)

Scope 1 (direct emissions from owned or controlled sources), Scope 2 (indirect emissions from the generation of purchased electricity, steam, or cooling), Scope 3 (all other indirect emissions from an organization's value chain).

 

 

Human Capital

Our People Drive Our Success

At T. Rowe Price, our people are our greatest asset. Our culture of collaboration and diversity enables us to identify and challenge our best ideas to arrive at well-informed decisions for our clients. To attract and retain the highest-quality talent, we invest in the associate experience and develop talent and succession plans; deliver individual and firmwide training and development opportunities for our associates to learn and grow; and provide strong, competitive, and regionally specific benefits and programs that promote the health and wellness of our associates.

 

As of December 31, 2024, we employed 8,158 associates, an increase of 3.2% from 2023. We add temporary and part-time personnel to complement our staff from time to time to meet periodic and special project demands, primarily for technology and collective investment fund administrative services.

 

Investing in Our People

 

To help our clients achieve their long-term investment goals, we help our associates achieve their long-term career goals. We continuously seek to identify new opportunities for our associates to expand their experience and grow their skills while cultivating an environment that allows them to be and bring their best selves to work every day. As a result of our associates developing these skills, we can promote from within. We fill approximately one-third of our open positions with internal applicants, and most of our portfolio managers have been promoted from within. We facilitate the professional development of our associates by advancing their knowledge, skills, and experience; providing them access to in-person, virtual, and online training programs; and offering a generous tuition reimbursement program. Our comprehensive learning platform allows associates to grow in ways that matter to them, while offering customized and bespoke learning paths to build critical capabilities that advance our business priorities.

 

We encourage associates to participate in one of the four mentorship programs offered by the firm, which include mentoring, reciprocal mentoring, and mentor circle programs. Launched in 2022 and continuously enhanced, T. Rowe Price's mentorship program enrollment has grown across the firm.

 

We believe a critical driver of our firm's future growth is our ability to cultivate leaders. Our leaders balance business credibility, accountability, and leadership capability to maximize potential, drive client value, and activate our culture. Reflecting this, we offer leadership experiences that include a series of leadership speaker events and access to virtual and in-person leadership development programs led by professors at leading universities and institutions.

 

Attracting and Retaining Talent

 

We recruit and engage candidates with different backgrounds and experiences who bring new perspectives. Our talent acquisition team continually enhances our recruitment and outreach strategies for all qualified applicants. Our talent strategy has garnered recognitions, including Forbes' World's Best Employers, World's Most Admired Companies from Fortune, Top Workplaces Culture Excellence from Energage, and America's Most Responsible Companies from Newsweek, among others. Leveraging the talents and expertise of a diverse and inclusive workforce and providing access and opportunity to all associates is a business and cultural imperative.

 

We publish our Equal Employment Opportunity data on our website at troweprice.com/content/dam/trowecorp/Pdfs/eeo-fact-sheet.pdf. In addition, we publish our annual sustainability report, which includes transparency into our data, a copy of which can be found on our website at troweprice.com/corporate/us/en/what-we-do/esg-approach/esg-corporate.html.

 

An Inclusive Work Environment

 

Inclusion is at the center of our strategy as it is a performance multiplier for our workforce and enables us to drive outcomes for our clients. The backgrounds, talents, and insights of our global associate population allow us to embrace the ideas and perspectives that can lead to innovative outcomes. We emphasize maintaining a positive, welcoming, and collaborative culture, where everyone is encouraged to draw from their experiences, express their viewpoints, and take the

 

 

initiative to help our clients and themselves succeed. From our Management Committee to our regional cross-functional senior leaders, we have a governance structure that ensures we have high standards for recruiting, hiring, mentoring, and developing talent as well as identifying opportunities to maximize our inclusion and diversity progress throughout business functions and associate-led networks.

 

We are committed to establishing a culture of open and transparent dialogue between our firm and associates. Associates actively participate in engagement surveys and focus groups, leading to multiple opportunities for collecting and acting on feedback to inform our future actions and for leaders to optimize the associate experience and make appropriate business decisions. This intentional strategy has resulted in an engaged and motivated workforce that shares a commitment to putting clients first.

 

How We Support Our Diverse Perspectives

 

Associate-led business resource groups and networks provide important perspectives that help shape our culture, especially in recruitment, talent acquisition, business development, and retention. These groups, which are open to all associates, are designed to increase engagement, promote education, support associate career development, extend our brand in the community, and present commercial opportunities for associates globally and the firm.

 

Experiential learning opportunities provide elevated visibility, access, and development to engage and support our associates. We provide access to external development programs to support the development plans and aspirations of our talent. In an effort to complement career development and mobility, resources and targeted learning sessions were provided in 2024 to cultivate a culture of sponsorship and maximize formal sponsorship relationships broadly across the organization.

 

Offering Benefits to Further Our Commitment

 

We offer employee benefit solutions, including both health care and retirement benefits, where applicable; fitness club reimbursement; life insurance; and an Employee Assistance Program to support well-being. Benefit competitiveness and design is assessed for a given country, and offerings reflect our global principles and local market practice. For example, retirement programs are uniquely designed to support associates in meeting retirement goals while also reflecting regional and country-specific practices in APAC, EMEA, and North America.

 

Focus on Family

 

We have always emphasized the importance of spending quality time away from work. In addition to generous vacation time, the firm offers fully paid maternity leave for birth mothers and fully paid parental leave to all new mothers and fathers. We also provide adoption assistance to associates looking to expand their families. In the U.S., the UK, and Canada, we offer our associates backup childcare and elder care. We also launched an APAC Family Program working group designed to support working parents and caregivers throughout the region in the workplace.

 

 

Executive Compensation

Compensation Discussion and Analysis

The Compensation Discussion and Analysis (CD&A) provides an overview and analysis of our executive compensation philosophy, addresses the principal elements used to compensate our executive officers in 2024, and explains how our executive compensation design aligns with the Company's strategic objectives. We also address 2024 compensation decisions for NEOs and their rationale. This CD&A should be read together with the compensation tables that follow this section. Our NEOs for 2024 were as follows:

 

Robert W. Sharps	Jennifer B. Dardis	Glenn R. August	Josh B. Nelson	Eric L. Veiel
Chair, Chief Executive Officer and President	Chief Financial  Officer and  Treasurer	Chief Executive  Officer of Oak Hill  Advisors, L.P.	Head of Global Equity	Head of Global Investments and Chief Investment Officer

Executive Summary

Our compensation programs recognize and reward performance, with a focus on rewarding the achievements of our NEOs, as measured by a number of short-term and long-term factors. Those factors include:

 

•	the financial performance and stability of Price Group,
•	relative investment performance of our investment products, and
•	performance of our NEOs against predetermined corporate and individual goals.

 

Our compensation programs also reward NEOs for their contributions to the Company's culture, service quality, customer retention, risk management, corporate reputation, and quality and collaboration of our associates. A significant portion of our NEO compensation is performance-based and includes a material long-term incentive component tied to either Company stock performance or, in the case of Mr. August, tied to investment performance of certain sponsored investment products.

 

2024 Compensation Decisions for Our Chief Executive Officer

 

During 2023 and 2024, our Compensation Committee engaged with its compensation consultant to consider structural changes to how CEO compensation was determined and the total compensation paid. The Compensation Committee reviewed our peers' CEO compensation and determined that our CEO compensation was below peers and should be increased to reflect his contributions to the Company and his leadership through challenging markets. In addition, as a result of this analysis, the Compensation Committee identified several key compensation and performance targets that it believed would better demonstrate the link between our Company's performance and our CEO's compensation. The Compensation Committee approved an overall compensation target for our CEO to make it more comparable with his peers and restructured the CEO's incentive compensation awards (Incentive Compensation), to more closely align it with the Company's performance. As such, the Compensation Committee determined that 70% of our CEO's Incentive Compensation would be based on the achievement of certain quantitative measures and 30% on strategic goals. Furthermore for our CEO, 2024 Incentive Compensation was distributed approximately 50% in the form of cash from the AICP and 50% in the form of equity awards. The two graphics below shows the CEO's Incentive Compensation design and his overall compensation mix.

 

Table of Contents 

 

CEO INCENTIVE COMPENSATION DESIGN

CEO COMPENSATION COMPOSITION

 

 

CEO Compensation Review for 2024

 

As previously discussed, following a review of peer CEO compensation awards, the Compensation Committee deemed a higher Incentive Compensation target was warranted for Mr. Sharps as a result of his stewardship of the Company and to reflect his role in guiding the Company through turbulent times.

 

Mr. Sharps' total compensation of $19.4 million included above-target Incentive Compensation, consistent with Company financial performance during the year, resulting in increases in both his annual bonus and the value of his long-term equity awards.

 

In addition, the Compensation Committee determined that a change to the mix of Incentive Compensation was desirable. Thus, Mr. Sharps' Incentive Compensation was adjusted so that approximately 50% of it would be composed of cash compensation and 50% would be long-term equity compensation. The result is that 66% of the increase in Incentive Compensation was in the long-term equity portion for Mr. Sharps. The total compensation aligns with the Company's overall performance during 2024, with consideration given to Mr. Sharps' contributions to the achievement of longer-term financial and strategic results discussed below and under "How We Aligned CEO Incentive Compensation to Company Performance in 2024" on page 48.

 

 

CEO COMPENSATION MIX 2024 VERSUS 2023

 

 

2024 Compensation Decisions for Other NEOs

 

The annual compensation for Ms. Dardis and Messrs. Nelson and Veiel also increased in 2024, consistent with Company financial performance and relative investment performance during the year. Our AICP, in which the majority of our NEOs participate, is funded as a percentage of net operating income (adjusted). Our long-term variable awards granted to nearly all of the NEOs have a potential vesting period over five years, split equally between time-based RSUs, which are subject to

 

 

a three-year vesting schedule and performance-based RSUs, which are subject to a three-year performance goal followed by a two-year time-based vesting period, which, if achieved, would provide vesting in years four and five from the grant date.

 

 

2024 OTHER NEO COMPENSATION COMPOSITION

 

 

Annual compensation for Mr. August includes a separate bonus opportunity and long-term variable compensation components due to his leadership of our OHA subsidiary and is determined separately from our other NEOs, as described further below.

 

Executive Compensation Practices

 

The Compensation Committee continues to implement and maintain practices in our compensation programs and related areas that reflect responsible corporate governance practices. These include:

 

WHAT WE DO		WHAT WE DON’T DO
a  Include all independent directors on the Compensation Committee.    a  Impose stock ownership and retention requirements on our independent directors, executive officers, and other select members of senior management.    a  Emphasize variable compensation based on performance, including long-term equity incentive compensation.    a  Grant 50% of NEOs’ long-term equity award value as performance-based RSUs, with a three-year objective performance goal and two additional years of time-based vesting.    a  Impose double-trigger vesting on acceleration of awards granted under our 2020 Long-Term Incentive Plan (2020 Plan) in the event we are acquired by another company.    a  Engage an independent compensation consultant who provides services only to the Board and provides no other services to the Company or its management.    a  Use a comprehensive risk management program designed to identify, evaluate, and control risks and our compensation and stock ownership programs work within this risk management framework.    a  Have recoupment policies for both cash and equity incentive compensation in place for executive officers in the event of a material restatement of our financial results within three years of the original reporting.    a Take into account the input the Compensation Committee has received from stockholders and consider changes to our compensation program based on the same.		X      Allow executives or independent directors to short-sell Company stock or hedge to offset a possible decrease in the market value of Company stock held by them.    X      Provide excise tax gross-ups.    X      Pay dividends on unearned performance-based RSUs.     X      Accelerate the vesting of equity awards on an executive officer’s retirement.     X      Permit the repricing or exchange of equity awards in any scenario without stockholder approval.    X      Sponsor any supplemental executive retirement plans or provide significant perquisites and other personal benefits to our executive officers.

 

 

Executive Compensation Philosophy and Objectives

 

Our NEO and overall compensation programs are designed to accomplish two core objectives:

 

•

attract and retain talented and highly skilled professionals with deep experience in investments, business leadership, and client service; and

 

•

maintain alignment of interests between our professionals and our stockholders by focusing on long-term performance and value creation, emphasizing appropriate risk taking, reinforcing a "client-focused" and collaborative culture, and rewarding associates for the achievement of strategic goals.

 

We believe NEO compensation should be straightforward, goal oriented, longer-term focused, transparent, and consistent with stockholder interests. In addition, NEO compensation should be linked directly to Company performance, as well as to individual success in achieving long-term strategic goals. As a result, the primary form of compensation to our NEOs and other employees is a combination of annual cash bonus payments tied to the performance of the Company and long-term equity awards subject to both performance and time-based vesting. Similarly, the primary form of compensation to the CEO of OHA and other OHA senior employees is generally a combination of annual cash bonus payments tied to the management and performance fees earned from products managed by OHA, along with carried interest, which is based on the investment performance of affiliated funds over a long-term time horizon. Because the amount of carried interest payable is directly tied to the realized investment performance of the OHA products, we believe this fosters a strong alignment of interests among the investors in those funds and the OHA CEO and OHA employees and thus benefits our stockholders. In addition, several of our competitors use participation in carried interest as an important compensation element, and we believe that we must do the same in order to attract and retain the most qualified personnel to lead business units where carried interest is an important feature.

 

Compensation Committee's use of Judgment in Determining Incentive Compensation

 

The Compensation Committee believes that thoughtful consideration of qualitative performance is a critical feature of the Company's executive compensation program. While the Compensation Committee uses financial and other metrics to evaluate the performance of our senior executives, our business is dynamic and requires us to respond rapidly to changes in market conditions and other factors outside our control that impact our financial performance. The Compensation Committee believes that sole reliance on a rigid, formulaic program based strictly on quantitative metrics could have unintended consequences, such as encouraging executives to place undue focus on shorter-term results at the expense of longer-term success of the Company. The Compensation Committee uses market data and performance metrics to establish ranges for incentive awards and applies its judgment to make compensation decisions for the NEOs, only after following an in-depth review of Company and individual performance, evaluating peer group pay and assessing qualitative factors relating to the Company's strategic priorities. In addition, the Compensation Committee solicits the CEO and president's recommendations for the other NEOs' compensation, as well as his views on their individual performance and contributions to the Company. We believe the thoughtful consideration of these additional factors allows the Compensation Committee to fully consider the overall performance of our executives over time, ensuring we attract and retain essential talent, all while maintaining the Company's positive long-term financial results.

 

2024 Say-on-Pay Results and Investor Outreach

 

The Annual Meeting provides our stockholders with the opportunity to:

 

•  evaluate our executive compensation philosophy, policies, and practices;

 

•  review the alignment of executive compensation with the Company's results; and

 

•  cast an advisory vote regarding the compensation paid to our NEOs.

 

At the 2024 Annual Meeting, our stockholders cast a nonbinding advisory vote on the compensation of the NEOs, including the changes to the CEO Incentive Compensation structure we included in the 2024 Proxy Statement. Approximately 94% of the shares voted at the 2024 Annual Meeting approved the 2023 compensation paid to our NEOs. The Compensation Committee welcomed this feedback and considered this outcome supportive of our approach to executive compensation. Our Compensation Committee considers the results of this say-on-pay vote in connection with setting our overall compensation philosophy, policies, and structure.

 

 

Our Board understands the importance of executive compensation decisions and encourages open and constructive dialogue with our stockholders. Each year, we have discussions with our investors (including participation from our directors) to understand the executive compensation topics that matter most to them and to seek their views on our existing policies and practices. Investors we engaged with during 2024 reacted positively to the CEO compensation program changes we explained in the 2024 Proxy Statement and overall indicated that they appreciate our current compensation structure, including our pay mix and transparency as disclosed in our 2024 Proxy Statement. We consider the input of our stockholders, along with emerging best practices, to ensure alignment with our executive pay programs. We welcome feedback regarding our executive compensation programs and will continue to engage with our stockholders in 2025.

 

Based on these discussions and the results of our say-on-pay vote last year, the Compensation Committee believes that our stockholders support our overall executive compensation program.

 

Key Elements of 2024 NEO Compensation

 

Our compensation program consists primarily of three elements: non-variable cash compensation, annual variable compensation (in the form of cash bonuses), and long-term variable incentive compensation (in the form of equity awards and/or carried interest). Most NEO compensation is variable and performance based, aligned to Company and individual performance against goals. The Compensation Committee determines the appropriate level and mix of short-term and long-term awards for our NEOs to recognize annual performance and to encourage meeting our long-term strategic goals. A significant portion of Mr. August's compensation is tied to the performance of OHA-managed products, and he did not receive awards of Company stock during 2024.

 

Non-variable Compensation

 

Base Salary

 

Salary provides our NEOs a fixed compensation for the day-to-day performance of their job responsibilities. We have capped base salaries for all our employees, including NEOs, to not exceed $350,000 (or local currency equivalent). We believe that the majority of our NEOs' compensation should be variable in nature and tied to the performance of the Company.

 

Annual Variable Compensation

 

Annual Incentive Compensation Plan Bonus Pool

 

The AICP provides that, unless otherwise approved by the Compensation Committee, the maximum bonus pool for participating executives is equal to 5% of the Company's net operating income adjusted to exclude, if any, (i) the effects of goodwill impairment; (ii) the cumulative effect of changes in accounting policies or principles; (iii) gains or losses from discontinued operations; and (iv) unusual or nonrecurring gains, losses, or expenses. The Compensation Committee also established maximum individual bonuses as a percentage of the AICP formula; however, they retained the right to award an amount that was less than each NEO's maximum. The amounts awarded under the AICP are part of the Company's annual bonus program in which all employees are eligible to participate, except for those supporting the OHA business. The OHA CEO, along with all OHA employees, are not eligible to participate in the AICP, as they participate in a separate incentive program that was contractually agreed to at the time of the acquisition, as further described below.

 

The Company's annual bonus program is managed by the Compensation Committee and the Management Compensation and Development Committee and is funded based on the Company's financial results. Additional considerations include the Company's investment performance, service quality for clients, and progress toward stated objectives relating to the Company's long-term strategies.

 

OHA Compensation Pool (OHA Pool)

 

In connection with our acquisition of OHA in 2021, the Company agreed that employees who work at OHA, including Mr. August, would be eligible to receive an allocation of a defined percentage of the management fees and current performance fees paid to OHA during the year, which constitutes the OHA Pool. On an annual basis, participants are awarded a cash bonus from this OHA Pool based on the participant's allocation percentage as determined by OHA's CEO. The Compensation Committee oversees the allocations Mr. August receives from the OHA Pool. Because the aggregate amount of compensation payable through the OHA Pool is directly tied to the performance of the investment products OHA

 

 

manages, this fosters a strong alignment of interests between the investors in those products and the NEOs supporting OHA, and this alignment benefits our stockholders.

 

Long-Term Variable Incentive Compensation

 

Long-Term Equity Awards

 

We believe our long-term equity program is a significant factor in maintaining a strong correlation between the compensation of our top managers and professionals, including our NEOs, and the long-term interests of our clients and stockholders. In the case of our NEOs, we split the long-term equity awards equally between time-based and performance-based awards to emphasize long-term stockholder alignment for our NEOs. Our long-term equity awards have a potential vesting period over five years, with the time-based RSUs subject to a three-year vesting schedule beginning on the one-year anniversary following the grant date and performance-based RSUs subject to a performance goal, which, if achieved, would vest equally on the fourth and fifth anniversary of the grant date.

 

Performance-based RSUs are subject to a three-year performance period that begins on January 1 of the year following the grant and ends on December 31 of the third year following the grant. The performance goal for the performance-based RSUs is the Company's operating margin relative to peers. The number of performance-based RSUs earned, if any, is determined by comparing the Company's operating margin with the average operating margin of a peer group for the same period. Any performance-based RSUs earned after the three-year performance period will vest in equal annual installments beginning in December of the year following the end of the performance period (years four and five after the grant).

 

Equity awards reflect long-term value added by the individual as well as their potential for future contributions. The total award granted to an NEO from year to year also reflects individual performance and an assessment of compensation positioning versus the market. The ultimate value realized from an equity award fluctuates with the Company's stock price, thus aligning NEO pay with stockholder interests.

 

The Compensation Committee did not approve any long-term equity awards to Mr. August in 2024, due to his long-term variable incentive compensation being directly tied to OHA results in the form of carried interest.

 

Granting of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

 

We generally grant equity awards in connection with annual compensation decisions at year-end, or when a new employee is hired. We do not grant equity awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common stock and do not time the public release of such information based on award grant dates. During the last completed fiscal year, we did not make awards to any NEO during the period beginning four business days before and ending one business day after the filing of a periodic report on Form 10-Q or annual report on Form 10-K or the filing or furnishing of a current report on Form 8-K, and we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

 

Carried Interest

 

During 2024, Mr. August, or entities he controls, received distributions of carried interest with respect to certain OHA funds. Such funds are structured so that the general partner is entitled to a disproportionate allocation of income otherwise available to the limited partners of such fund, commonly referred to as carried interest. Carried interest is typically structured as a distribution of net proceeds available for distribution from the applicable fund after the return of capital and certain preferred and other distributions as set forth in the fund agreement. Timing of cash distributions of carried interest to a fund's general partners depends on the timing of the cash realizations of the investments owned by the OHA funds. While the Company owns a controlling equity interest in these general partners, entities controlled by Mr. August and other OHA senior professionals also have a direct interest in the general partners and, as a result, the carried interest earned from certain OHA funds. Because the aggregate amount of carried interest payable to Mr. August, or entities he controls, is directly tied to the performance of the corresponding OHA funds, we believe this fosters a strong alignment of interests with the investors in those funds and that this alignment benefits our stockholders. In addition, most alternative asset managers use participation in carried interest as a significant element of compensation for their professionals and is critical in order to retain and incentivize such professionals.

 

For proxy statement reporting and financial accounting purposes, we treat the income allocated to OHA personnel who participate in the carried interest generated by OHA funds as compensation. The amount of carried interest realized and allocated to Mr. August is reflected as "All Other Compensation" in the Summary Compensation Table.

 

 

Other Compensation and Benefits

 

Defined Contribution Plan

 

Our U.S. retirement programs provide retirement benefits based on participant elective deferrals, Company contributions, and the investment performance of each participant's account. For 2024, we contributed $230,000 to these programs for the NEOs as a group. We provide these programs to all U.S. employees in order to assist them in their retirement planning. The contribution amounts are based on plan formulas that apply to all U.S. employees.

 

Supplemental Savings Plan

 

The Supplemental Savings Plan provides certain senior officers, including the NEOs, the opportunity to defer receipt of a portion of their cash incentive compensation earned for a year during which services are provided. The officer can defer payment on up to 50% of their annual cash incentive, limited to $2 million annually. The amounts deferred are adjusted in accordance with the hypothetical investments chosen by the officer from a list of products offered under our U.S. retirement program. The officer must specify if they would like to receive payment as a lump-sum or up to 10 annual installments upon separation of service. Additionally, the officer may elect to receive a lump sum payment while still employed in as little as five years. See our Nonqualified Deferred Compensation Table on page 71 for more information.

 

The amounts deferred are adjusted in accordance with the hypothetical investments chosen by the officer. Prior to 2021, any amounts deferred were required to be deferred for a period of at least two years but could be deferred for a longer period or until termination of employment. In 2020, the Supplemental Savings Plan was amended, with the changes beginning with deferrals of 2021 compensation. As a result of the changes, the maximum permitted deferral is now the lesser of 50% of cash incentive compensation or $2 million, the minimum deferral period is at least five years, the maximum number of installment payments is 10 years, and participants now have the option to elect an automatic lump-sum payment upon termination prior to age 58 (or age 55 for our UK associates). For deferrals in 2024, the automatic lump-sum payment upon termination prior to age 55 will apply to all employees.

 

Perquisites and Other Personal Benefits

 

We do not provide significant perquisites or other personal benefits to our executive officers. For Mr. August, we provide certain accounting, tax, and legal services to certain entities he controls and that are limited partners in certain affiliated partnerships. Additionally, the Compensation Committee has approved the payment of fees to the Federal Trade Commission for any filings required to be made by our executive officers under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act), as amended, as a result of their stock ownership of the Company. The executive officer is responsible for any taxes due as a result of the Company paying the HSR Act filing fees and is not provided a tax gross-up payment. In connection with the Company's sponsorship of certain events and partnerships with various organizations and venues, certain perquisites, including event tickets, travel, and accommodations, may be made available to our NEOs. These perquisites had no additional aggregate incremental cost to the Company but are included in the All Other Compensation column of the Summary Compensation Table based on an estimated value to our NEOs. In addition, the Company may be offered opportunities to purchase tickets to special events through sponsorships or relationships we maintain, and our executive officers may utilize these opportunities and purchase the tickets themselves.

 

Post-employment Payments

 

Other than Mr. August, we have not entered into severance or other post-employment agreements with any of our NEOs. Consequently, we generally do not have any commitments to make post-employment payments to them. Under the terms of Mr. August's employment agreement, if his employment is terminated by the Company without "cause" or by him for "good reason" (each as defined in the employment agreement), in addition to accrued benefits, he will be entitled to: (i) 12 months of base salary continuation; (ii) a prorated portion of his annual bonus for the year in which termination occurs, if any, based on actual results for such year and payable at the same time bonuses for such year are paid to other senior executives of the Company; and (iii) subject to his eligibility and timely election, the Company will pay the employer-paid portion of his COBRA coverage for 12 months following termination. Mr. August's receipt of severance benefits, other than accrued benefits, is subject to his execution and nonrevocation of a general release of claims in favor of the Company and continued compliance with the restrictive covenants contained in his employment agreement. Pursuant to his employment agreement, Mr. August will be subject to noncompetition and employee and customer nonsolicitation and noninterference covenants during employment and for two years following termination, as well as ongoing confidentiality obligations.

 

 

All agreements for stock option and stock awards granted to employees from our equity plans include provisions that provide for the acceleration of the vesting of outstanding equity awards upon the grantee's death or termination of employment due to total disability and for "double trigger" vesting acceleration in the event the equity incentive awards are not terminated as part of the change-in-control transaction. This means that in such a circumstance, accelerated vesting only occurs if, at the time of or within 18 months after the change-in-control transaction, a participant's employment is terminated involuntarily without cause or the participant resigns with good reason (generally requiring a material diminution in authority or duties, material reduction in compensation, or relocation by a substantial distance). If the acquiring entity requires that we terminate outstanding equity incentive awards as part of the change-in-control transaction, vesting also will accelerate and award holders will be given an opportunity to exercise outstanding stock options before such termination. The Compensation Committee can modify or rescind these provisions or adopt other acceleration provisions. See our Potential Payments on Termination or Change in Control on page 71 for further details.

 

Overview of Compensation Elements

 

Non-variable Compensation

 

ELEMENT		KEY FEATURES		PURPOSE
Base Salary		•   Fixed annual cash amount.  •   Salary paid to our most senior personnel in the U.S. has been capped at $350,000 since 2005.  •   Salaries for personnel outside the U.S. are also capped at comparable levels of local currency.		•   Represents a small component of total compensation, so that most of NEO compensation is dependent on variable performance-based annual incentive compensation as well as long-term equity incentives and/or carried interest.

 

Annual Variable Compensation

 

ELEMENT		KEY FEATURES		PURPOSE
AICP		•   Performance based and represents a material portion of the NEO’s total compensation. •   Administered by the Compensation Committee. •   Part of the Company’s annual bonus pool, in which most employees participate. Executive officers and other employees engaged in the OHA business participate in the OHA Pool and not the AICP or the Company’s overall bonus pool. •   Sets an aggregate maximum bonus pool for eligible NEOs based solely on Company financial performance in the current year. The Compensation Committee annually determines the maximum percentage of the total AICP pool, which serves as a limit on the amount that can be awarded to each NEO. •   Actual bonus amounts reflect the Company’s financial and operating performance relative to annual goals and objectives plus individual performance and contributions. •   Actual bonus amounts for each NEO are typically lower than the maximum amount under the plan.		•   Provides structure for incentive compensation and, coupled with the use of judgment by the Compensation Committee, aligns cash compensation to the Company’s annual performance. •   Rewards NEOs for achievement of annual Company goals and objectives of our long-term strategy. •   Provides competitive cash compensation to attract and retain diverse high-quality talent.
OHA Employees Only
OHA Pool		•   Represents a fixed percentage of the management fees and current performance fees earned from OHA-managed funds. •   Represents an annual bonus program for all OHA employees.		•   Creates a strong link between realized compensation for an NEO who is an executive of OHA and performance of the OHA-managed funds.

 

 

Long Term Variable Incentive Compensation

 

ELEMENT		KEY FEATURES		PURPOSE
Long-Term Equity Awards		•  Represents a significant portion of total compensation and are earned over five years.   •  The grant value for each NEO reflects their level of corporate management and functional responsibility, competitive assessment of similar roles within the marketplace, individual performance, and expected future long-term contributions.   •   For 2024, 50% of the long-term equity award for NEOs were in performance-based RSUs tied to the attainment of a three-year objective performance goal.   •   An NEO can earn 0%-100% of the performance RSUs based on the Company’s operating margin relative to the average operating margin for peers over the same period. If the Company achieves the three-year objective performance goal for the period 2025 through 2027, these awards would vest 50% per year starting in December 2028.   •   The remaining 50% of the long-term equity award for NEOs were time-based RSUs that vest at 33⅓% per year starting in December 2025.   •   Grants are awarded at the regularly scheduled December meeting of the Compensation Committee.		•   Creates a strong link between NEO realized compensation and stock performance.   •   Provides a significant incentive to protect and enhance stockholder value and profitability.   •   Enhances the link between compensation and long-term Company performance through performance-based RSUs.   •   Provides competitive compensation to attract and retain diverse high-quality talent.

 

OHA Employees Only
Carried Interest		•   Represents the amount of net proceeds of certain OHA funds that are available for distribution pursuant to the funds’ partnership agreement, at the discretion of the funds’ general partner, and distributed in accordance with the allocation provisions set forth in the funds’ partnership agreement.		•   Creates a strong link between realized compensation of an NEO who is an executive of OHA and performance of the business they manage.

 

Other Compensation Benefits

 

ELEMENT		KEY FEATURES		PURPOSE
Defined Contribution Plan		•   Offers our NEOs and all of our employees the opportunity to invest for their retirement.   •   Company contributions occur in conjunction with employee contributions in accordance with U.S. tax laws.		•   Encourages our employees to be invested in the Company’s business and products over a long period of time.   •   Provides an attractive compensation program to retain high-quality talent.

Supplemental Savings Plan

•   Provides our NEOs and other senior employees the opportunity to defer receipt of a portion of their cash incentive compensation.   •   The deferral grows tax-deferred and is indexed to the value of products we offer.   •   Provides employees the opportunity to select the hypothetical investments that their deferral will be indexed to.

•   Encourages our employees to be invested in the Company’s business and products over a long period of time.   •   Provides attractive compensation program to retain diverse high-quality talent.

 

 

Compensation Policies and Practices

 

Compensation Recoupment Policies

 

Our Board has adopted a Policy for Recoupment of Incentive Compensation for executive officers of the Company. This policy provides that, in the event of a determination of a need for a material restatement of the Company's financial results within three years of the original reporting, the Board will review the facts and circumstances that led to the requirement for the restatement and will take actions it deems necessary and appropriate. The Board will consider whether any executive officer received incentive compensation, including equity awards, based on the original financial statements that in fact was not warranted based on the restatement. The Board will also consider the accountability of any executive officer whose acts or omissions were responsible in whole or in part for the events that led to the restatement. The actions the Board could elect to take against a particular executive officer include: the recoupment of all or part of any cash incentive or other incentive compensation paid to the executive officer, including recoupment in whole or in part of equity awards; disciplinary actions, up to and including termination; and/or the pursuit of other available remedies, at the Board's discretion.

 

In addition, effective for compensation awarded for periods beginning on or after October 2, 2023, the Board adopted an Erroneously Awarded Compensation Recoupment Policy (Recoupment Policy) as required by the Dodd-Frank Act. The Recoupment Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation following accounting restatements from persons who served as an executive officer of the Company at any time during the performance period for such incentive-based compensation and who received such compensation during the three fiscal years preceding the date on which the Company is required to prepare an accounting restatement. The compensation to be recovered is the amount in excess of what would have been paid based on the restated results. Recovery will be required on a "no fault" basis, without regard to whether any misconduct occurred and without regard to whether an executive officer was responsible for the erroneous financial statements.

 

Stock Ownership Guidelines

 

We have a stock ownership policy covering our executive officers. This policy provides that our NEOs, our other executive officers, and the members of our Management Committee are expected to reach levels of ownership determined as a stated multiple of an executive's base salary within five years from the date when the executive assumed their position. The stated ownership multiples are 10 times base salary for the Chair, CEO and president, five times base salary for members of our Management Committee; and three times base salary for the remaining executive officers. For purposes of the guidelines, unvested RSUs are counted in an officer's total ownership, but unexercised stock options, both vested and unvested, are not counted. Once the officer reaches the ownership target, the number of shares needed to reach the level is expected to be retained. All of our NEOs have satisfied the applicable stock ownership multiple.

 

2024 Compensation Decisions

 

During 2023 and early 2024, the Compensation Committee considered changes to the Incentive Compensation program for NEOs. The Compensation Committee reviewed and discussed compensation and governance trends, and engaged with its compensation consultant to determine how to structure NEO incentive compensation for 2024. While the Compensation Committee continues to believe a rigid formulaic program based strictly on quantitative metrics could have unintended consequences, the Compensation Committee determined that for 2024 our CEO Incentive Compensation would reflect a more structured approach.

 

For the NEOs other than the CEO, the Compensation Committee considered their contributions to the Company's strategic imperatives when setting the compensation in 2024, as well as their contributions to the related annual goals described below. The Compensation Committee considered each NEO's individual contributions to the achievement of these key goals and the NEO's individual performance in their functional responsibilities. These broader goals included overall Company financial results, investment performance and progress on product goals, net flows and progress on distribution goals, major program execution and progress on shared services goals, and governance and talent development. The Compensation Committee also looked to maintain reasonable alignment between the compensation of the NEOs and other senior personnel in order to retain talent and maintain an internally consistent compensation environment.

 

 

How We Aligned CEO Incentive Compensation to Company Performance in 2024

 

For 2024, our Compensation Committee changed our CEO's compensation structure to more closely link the CEO's Incentive Compensation with the Company's performance. Additionally, the Compensation Committee established a target Incentive Compensation for the CEO, representing an increase from the prior year's compensation, to be better aligned with CEOs at peer firms. At the beginning of 2024, the Compensation Committee approved the following framework for our CEO's Incentive Compensation:

 

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Incentive Compensation shall be approximately 50% in the form of cash, and 50% in the form of equity awards.

 

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Target Incentive Compensation for the CEO was set at $16,650,000, with a threshold of $10,650,000 and a maximum of $22,650,000.

 

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Incentive Compensation was based 70% on quantitative financial measures and 30% on qualitative strategic measures.

 

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The Compensation Committee established a range (threshold to maximum) of outcomes for each measure resulting in the potential outcome of the scorecard being between 0% and 136% of the target.

 

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The quantitative financial measures approved by the Compensation Committee were:

 

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2024 Adjusted Operating Margin (defined below)

 

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Company's Relative Investment Performance (defined below)

 

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Company's Relative Organic Growth Rate (defined below)

 

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The qualitative strategic measures approved by the Compensation Committee were:

 

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Compensation Committee's assessment of the CEO's performance against strategy, operations, and technology categories of the Company's annual scorecard.

 

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Compensation Committee's assessment of the CEO's performance against talent and assessment of succession planning categories of the Company's annual scorecard.

 

The graphic below reflects which portion of the CEO's target Incentive Compensation was tied to each element.

 

 

CEO INCENTIVE COMPENSATION ELEMENTS

 

 

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Adjusted Operating Margin is defined as non-GAAP Operating Income divided by non-GAAP Revenue, adjusted in accordance with measures disclosed in the Company's 2024 Annual Report on Form 10-K and/or the Company's Q4 2024 earnings release supplements.

 

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Relative Investment Performance is defined as outperformance for (i) the Company's U.S. mutual funds' performance against peers as reported on page 52, (ii) the Company's U.S. mutual funds' performance against passive peers as reported on page 52, and (iii) the Company's Composites performance against benchmarks as reported on page 52, calculated based on the average of the one-, three-, and five- year periods ended December 31, 2024, both on the percentage of absolute number of funds/composites, and AUM weighted.

 

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Relative Organic Growth is based on the Company's organic growth less Active Industry organic growth. Active Industry organic growth is measured as Active U.S. Mutual Funds and Exchange-Traded Funds (excluding Money Market Funds) combined with Active Institutional (excluding cash management strategies). Organic Growth is defined as Net Flows divided by start-of-year AUM.