SEC Form DEF 14A filed by 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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☒	Definitive Proxy Statement
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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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Past performance cannot guarantee future results. As of December 31, 2023.

 

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

 

 

2023 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 52%, 56%, and 71% 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, 2023, respectively.⁽¹⁾

 

Financial Results

 

Our assets under management (AUM) was $1.445 trillion on December 31, 2023, with 8.6% of our AUM domiciled outside the U.S. Average AUM was $1.36 trillion, which led to investment advisory revenues of over $5.7 billion. We returned $1.4 billion to stockholders, including $254.3 million of share repurchases in 2023.

 

 

ESG Snapshot

 

Supporting the Transition to a Low Carbon Economy

 

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. We support the goals of the Paris Climate Agreement to limit the increase of global temperatures to 1.5˚C, because we believe that a smooth climate transition will create a more stable economic environment, reduce uncertainty, and enable business investment.

 

In April 2022, we joined the Net Zero Asset Managers initiative (NZAM), an international group of asset managers committed to supporting the goals of the Paris Climate Agreement and achieving net zero greenhouse gas (GHG) emissions by 2050 or sooner. We engage constructively with companies to encourage a thoughtful transition to net zero that we believe will deliver better outcomes for our investors.

 

For most of our clients, their sole objective is risk-adjusted financial performance. For these portfolios, integration of environmental, social and governance (ESG)⁽²⁾ 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. In 2023, we introduced our Net Zero Transition framework, which can be applied to multiple vehicles and asset classes. The framework is applied in our new Global Growth Equity Net Zero Transition Fund in a SICAV offering.

 

Additionally, we and the International Finance Corporation, a member of the World Bank Group, announced plans to create the T. Rowe Price Emerging Markets Blue Economy Bond Strategy to increase access to financing for blue projects in emerging markets and to help improve market standards for the nascent blue bond market. Blue investments seek to provide competitive returns while supporting the health, productivity, and resilience of the world's oceans and water resources, which are vital for sustainable global development, especially in the face of climate change, overfishing, and pollution.

 

To address GHG emissions from our operations, we established a target to achieve net zero scope 1 and 2 emissions⁽³⁾ by 2040, which is supported by an interim target to reduce GHG emissions by 75% by 2030 compared with our 2021 baseline. These targets were approved by our Nominating and Corporate Governance Committee in February 2023. Both of these targets place us below the emissions reduction trajectory required to stay within a 1.5°C warming scenario.

 

(1)

Source: © 2024 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.

(2)

ESG considerations form a part of our overall research process, helping us alongside other factors to identify investment opportunities and manage investment risk. This is known as ESG integration. However, we may conclude that other attributes of an investment outweigh ESG considerations when making investment decisions.

(3)

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

 

 

Promoting Diversity

 

Our long-held reputation for excellence and reliability is made possible by the diversity of backgrounds, perspectives, skills, and experiences of our associates.

 

To bring diversity, equity and inclusion (DEI) to life, we:

 

Retain and attract diverse talent

Include and engage our associates

Develop our associates and leaders

Hold ourselves accountable

Act as an agent of change

 

In 2023

 

50%		33%		44%		32%		43%
of our independent directors were ethnically diverse and/or women		of associates in senior roles were women(4)		of associates in our global workforce were women(4)		of our U.S. associates were ethnically diverse(4)		of new hire were women(4)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

⁽⁴⁾  Senior roles are defined as people leaders and/or individual contributors with significant business or functional responsibility. Information excludes OHA associates.

 

 

 

Notice of 2024 Annual Meeting of Stockholders

 

 

2024 Proxy Statement

1

 

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 2024 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; and

 

●  Ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2024.

 

This proxy statement, the proxy card, and our 2023 Annual Report to Stockholders containing our consolidated financial statements and other financial information for the year ended December 31, 2023, 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 18, 2024.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Table of Contents

 

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 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 5 months to 14 years, with an average tenure of approximately six years ●       Longer-tenured directors in leadership roles

 

QUALIFICATIONS, SKILLS, AND EXPERIENCE

BOARD ENGAGEMENT

100% Executive Leadership

100% Financial Management

64% Investment Management

●      The Board held six meetings in 2023  ●      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 six of the Board meetings in 2023 ●      All directors were at the 2023 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.

 

 

 

 

 

 

 

 

 

 

 

 

2024 Proxy Statement

3

 

Proposal 2

 

Advisory Vote on the Compensation Paid to Our Named Executive Officers

 

Our Named Executive Officers' (NEOs) compensation is straight-forward, 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
						Mutual Fund Units		Pro Rata over 3 years		•   Performance of investments managed by T. Rowe Price International Ltd. (TRPIL)
						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.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Proposal 3

 

Ratification of the Appointment of KPMG LLP as Our Independent Registered Public Accounting Firm for 2024

 

The Audit Committee and the Board believe that the continued retention of KPMG 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.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2024 Proxy Statement

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Table of Contents

 

 

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T. Rowe Price Group

 

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 five years, representing 56% of the independent director nominees; the average independent director nominee tenure is six years

 

 

INDEPENDENT DIRECTOR NOMINEE COMPOSITION
INDEPENDENT DIRECTOR NOMINEE TENURE		DIRECTOR NOMINEE INDEPENDENCE

 

2024 Proxy Statement

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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	Diversity
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	■	■		■		■	■

 

Board Diversity Matrix (As of March 1, 2024)

 

Total Number of Directors	13
	Female	Male	Non-binary	Did Not Disclose Gender
Directors	4	9	0	0
Number of Directors Who Identify in Any of the Categories Below
African American or Black	1	1	0	0
Alaskan Native or Native American	0	0	0	0
Asian	0	0	0	0
Hispanic or Latinx	1	0	0	0
Native Hawaiian or Pacific Islander	0	0	0	0
White	3	8	0	0
Two or More Races of Ethnicities	1	0	0	0
LGBTQ+	0	0	0	0
Did Not Disclose Demographic Background	0	0	0	0

 

 

 

 

 

 

 

 

 

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Table of Contents

 

Nominee Biographies

 

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

 

Glenn R. August, 62

 

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 within, T. Rowe Price. Mr. August is a member of the Management Committee. Prior to founding OHA, and cofounding 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 is a member of the board of directors of Lucid Group, Inc., where he serves on the audit, nominating/corporate governance, and pricing committees, as well as a member of the board of directors for MultiPlan, Inc., where he serves on the nominating/corporate governance committee. He is a member of the board of trustees of Horace Mann School, where he co-chairs the investment committee and serves on the executive committee. He is a member of the board of trustees of The Mount Sinai Medical Center, where he serves on the finance, human capital management and IT committees. He is a member of the board of directors of Partnership for New York City and the 92nd Street Y, where he co-chairs the governance committee. Mr. August is also a member of the Council on Foreign Relations and the Akbank International Advisory Board.   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, 73

 

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 multi-national 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.

 

2024 Proxy Statement

9

 

William P. Donnelly, 62

 

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. 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 serves on the board of directors of Ingersoll Rand, Inc., where he serves as the lead independent director, the chair of the nominating and corporate governance committee and a member of the audit committee, and on the board of directors 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, 70

 

 

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 and the sustainability and public policy committees. She 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 2020 to 2023 she served as a member of board of directors of Motive Capital Corp. I and II, as chair of the audit committees and as a member of the compensation and nominations and governance committees. From 2002 to 2017, Ms. Dublon served 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.

 

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Robert F. MacLellan, 69

 

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. 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, 69

 

 

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

Ms. Rominger has been an independent director of Price Group since 2021 and serves as a member on the Executive Compensation and Management Development Committee and the Nominating and Corporate Governance 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.

 

2024 Proxy Statement

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Robert W. Sharps, 52

 

 

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

Mr. Sharps has been 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 board of directors of the Baltimore Curriculum Project. 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, 55

 

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.

 

12

T. Rowe Price Group

 

Robert J. Stevens, 72

 

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 increasingly responsible 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, 67

 

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

Ms. Wijnberg has been an independent director of Price Group since 2016 and serves as a member on the Audit Committee and the Executive Compensation and Management Development 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 committee of Cognizant Technology Solutions Corp. She is a member of the board of directors, the lead director, the chair of the audit committee, and a member of the nominating and corporate governance committee 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 & MacLennan, and YUM! Brands, Inc.

 

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Alan D. Wilson, 66

 

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 the non-executive chair and a member of the board of directors of Westrock Company and is the chair of the executive committee and a member of the finance and nominating and corporate governance committees. He serves as a member of the board of visitors of the University of Maryland, Baltimore County, as vice 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 2023, the Board held six 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 2023. 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 9, 2023 (2023 Annual Meeting), attended that meeting, and we anticipate that all director nominees will attend the 2024 Annual Meeting of Stockholders (Annual Meeting).

 

Beyond the Boardroom

 

Director Orientation and Continuing Education and Development

 

During 2023, we had two new directors join the Board. 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, topical business issues, and corporate governance.

 

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Table of Contents

 

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 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, was an audit partner at Ernst & Young for 28 years until he left the firm in 2012, and 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 committee of Ingersoll Rand, Inc. 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. Ms. Wijnberg was the chief financial officer of Marsh & McLennan Companies, Inc., from 2000 to 2006 and interim chief financial officer of YUM! Brands in 1999. She is currently the chair of the audit committees of Automatic Data Processing, Inc., Cognizant Technology Solutions Corp., and Hippo Holdings, Inc. and she previously served as member and chair of the audit committees of Tyco International and TE Connectivity, respectively.

 

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
	•	The Company's risk management framework.

 

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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 81.

 

 

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.

 

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 DEI efforts across the Company;

 

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•	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 2023, Messrs. MacLellan (Chair), Bartlett, Donnelly, Hrabowski, Stevens, Wilson and Mses. Dublon, Rominger, Smith and Wijnberg served as members of the Compensation Committee. No member of the Compensation Committee was an officer or employee of the Company or any of its subsidiaries during 2023 and no member of the Compensation Committee 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 2023, 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.

 

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 chief executive officer;
•	Overseeing policies related to political expenditures and political activities;
•	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.

 

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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.

 

 

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 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, or (iii) entering into any contract or purchasing any instrument designed to hedge or offset any decrease in the market value of our common stock. 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.

 

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, excluding Messrs. Stromberg, Sharps, and August, has concluded that each such director qualifies as an independent director within the meaning of the applicable rules of the NASDAQ Global Select Market. To our knowledge, there are no family relationships among our directors or executive officers.

 

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In making its determination of independence, the Board applied guidelines that it has adopted concluding 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.

 

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Table of Contents

 

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 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 for several other key management positions. In addition, periodically the Board holds its meetings at locations other than at the Company's headquarters in Baltimore. In 2023, the Board held a meeting at the Company's offices in London, which provided the Board with an opportunity to meet with associates and management based outside the United States, and receive more in depth presentations on regional strategies and products. 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.

 

The Nominating and Corporate Governance Committee works diligently to support effective corporate governance and believes that the Company's governance program aligns with the Investor Stewardship Group's (ISG) Corporate Governance Framework for U.S. Listed Companies.

 

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ISG Corporate Governance Principles

 

The following sections provide an overview of our corporate governance structure and processes, including key aspects of our Board operations, and how they align with the ISG Corporate Governance Principles for U.S. Listed Companies.

 

 

PRINCIPLE			COMPANY PRACTICE
1.	Boards are accountable to shareholders.		●   Our directors are elected annually. ●   Our Amended and Restated By-Laws (By-Laws) mandate that directors be elected under a "majority voting" standard in uncontested elections. Each director nominee must receive more votes "For" his or her election than votes "Against" in order to be elected. A director who fails to obtain the required vote in an uncontested election must submit his or her resignation to the Board. ●   We have clear proxy access rules. ●   We do not have a poison pill plan.
2.	Shareholders should be entitled to voting rights in proportion to their economic interest.		●  We have only one class of stock outstanding, and each share is entitled to one vote.
3.	Boards should be responsive to shareholders and be proactive in order to understand their perspectives.		●   Our Company actively engages with stockholders. See page 27. ●   Our directors participate in our stockholder outreach, both in the preparation for such meetings and during the presentations themselves. ●   We have established an email address for stockholders wishing to contact the Board.
4.	Boards should have a strong, independent leadership structure.		●   We have a strong lead independent director. ●   Nine of our 11 director nominees are independent. ●   Our independent directors meet frequently without management.
5.	Boards should adopt structures and practices that enhance their effectiveness.		●   Our directors have a diverse mix of experience and backgrounds relevant to our industry, our stockholders, our clients, and our stakeholders. See page 8. ●   The average tenure on our Board is six years. ●   During the year, the Board receives several key industry updates, strategic topics, and other education sessions conducted by both outside experts and Company executives, all designed to assist the Board in executing their duties. ●   Our directors attended 100% of the regularly scheduled Board and Board Committee meetings and value in-person attendance at meetings.
6.	Boards should develop management incentive structures that are aligned with the long-term strategy of the company.		●   Our annual and long-term incentive programs are designed to align the interests of our management with our stockholders by focusing on long-term corporate performance and value creation. ●   Our executive compensation program received 85% stockholder support in 2023. ●   The proxy statement clearly communicates the link between our compensation programs and the Company's short- and long-term performance.

 

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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 Diversity, Equity, and Inclusion

 

The Board has historically valued varying perspectives brought by individuals of differing backgrounds and experiences. We monitor the diversity profile of the Board and consider it an important 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.

 

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, academia, and not-for-profit organizations. 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.

 

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 whom will be independent. The tenure of our independent directors ranges from 5 months to 14 years, with an average tenure of approximately six 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. During 2023, the Nominating and Corporate Governance Committee engaged a consultant to find potential candidates. After reviewing possible director candidates, the Nominating and Corporate Governance Committee nominated, and our Board elected, Ms. Smith and Mr. Donnelly to the Board in August and November 2023, respectively. The Board selected Ms. Smith in part because of her significant product distribution development experience and her understanding of operating in a highly regulated industry, realized throughout her career, particularly in her role as the senior vice president for regional business distribution development at a large financial services company providing insurance products. The Board selected Mr. Donnelly due in part to his significant financial reporting and operational experience developed throughout his career, particularly in his role as the executive vice president responsible for finance, investor relations, supply chain and information technology of a publicly traded company.

 

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,

 

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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 one-year terms and must stand for reelection annually.

 

 

 

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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 with the SEC on February 11, 2021, as Exhibit 3.1 to our Annual Report on Form 10-K.

 

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.

 

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T. Rowe Price Group

 

Board Leadership

 

Chair of the Board and Lead Independent Director

 

William J. Stromberg   Non-Executive Chair of the Board   Mr. Stromberg became the non-executive chair of the Board effective January 1, 2022, following his retirement as our CEO. Due to his long career with the Company, including as its CEO and Chair, we believe Mr. Stromberg's service as the Board's non-executive chair provided our independent directors with increased exposure to senior management, as well as greater insight into the needs of the business. Mr. Stromberg has announced his retirement from the Board at the Annual Meeting, and as such he will no longer serve as the non-executive chair of the Board. The Board announced that it would appoint Mr. Sharps to serve as the chair of the Board following the Annual Meeting, in addition to his current role as our CEO and president.	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 re-elected 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 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.

 

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Independent Leadership

 

In February 2024, Mr. Stromberg informed the Board that he intended to retire from the Board effective as of the Annual Meeting. In response, the Board announced that it would appoint 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 navigated transitions like this several other times and the Company has been served well by having the same person serve as both the chair and the CEO. By serving in both positions, Mr. Sharps will be able to draw on his detailed knowledge of the Company to provide leadership to the Board in coordination with the lead independent director. 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.

 

The Board has determined that the election of a lead independent director, together with a combined chair and CEO, serve the best interests of the Company and its stockholders at this time. We have historically found that a strong lead independent director provides independent leadership to our Board. We believe that the combination of an executive chair and a well-empowered lead independent director provide 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 Nominating and Corporate Governance Committee, the Audit Committee, and the Compensation Committee are all composed entirely of independent directors, and our lead independent director, together with these committees, have significant and meaningful responsibilities designed to foster critical oversight and good governance practices. We believe that our 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

 

In 2015, Mr. Bartlett and Mr. MacLellan became the chairs of the Audit Committee and the Compensation Committee, respectively. In 2021, Dr. Hrabowski 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 shall do 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.

 

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T. Rowe Price Group

 

Board Evaluations

 

At the end of 2023, we asked all directors to reply to an anonymous evaluation questionnaire regarding the performance of the Board and its committees during 2023, 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

 

Over the last several years, we have sought new ways to interact and communicate with our stockholders and other key stakeholders. During the prior year, we held over 85 individual meetings with our investors to discuss the Company's

 

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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. In addition, during 2023 we initiated 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. Approximately 200 external participants have participated in these earnings' calls each quarter. Additionally, in an effort to provide greater transparency around our efforts and progress related to our ESG initiatives, we also published our 2022 ESG Corporate Annual Report and our ESG Update for Stockholders. We also engage regularly with the investment firms that cover our stock, conducting over 75 calls or meetings during 2023 with these firms. We look forward to continuing to expand our stockholder engagement efforts.

 

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 [email protected] or by internet at investors.troweprice.com/investor-resources/contact-us.

 

●   Our general counsel will be 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.

 

	Dr. Freeman A. Hrabowski, III, Chair
	Eileen P. Rominger
	Robert J. Stevens
	Alan D. Wilson

 

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T. Rowe Price Group

 

 

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 2023, there were no changes to the compensation program for our non-employee directors.

 

Fees and Other Compensation in 2023

 

All non-employee directors received the following in 2023:

 

	•	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 2023, 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 2023 director fees deferred to 2024. Messrs. Donnelly, MacLellan, Stevens, and Wilson and Ms. Wijnberg elected to have their 2023 director fees deferred into vested RSUs.

 

Equity-Based Compensation in 2023

 

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 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, restricted shares or RSUs having

 

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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.

 

Restricted shares 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.

 

Since Mr. Stromberg would be entitled to receive an annual equity award as a non-executive director, and due to Mr. Stromberg's already significant equity ownership, the Board approved and the Company paid him a cash amount of $200,000 in lieu of participating in the annual equity award provided to non-employee directors.

 

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 restricted shares 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 restricted stock 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, other than Ms. Smith and Mr. Donnelly who joined in 2023 and have additional time to achieve their respective ownership goals, have achieved and maintain the ownership goal as of the date of this proxy statement.

 

2023 Director Compensation¹

 

The following table sets forth information regarding the compensation earned by, or paid to, directors who served on our Board during 2023. 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		$	136,500		$	200,047		$	10,000		$	346,547
Mary K. Bush2		$	47,667		$	18,960		$	10,000		$	76,627
Dina Dublon		$	121,500		$	240,802		$	10,000		$	372,302
William P. Donnelly		$	–		$	324,382		$	10,000		$	334,382
Dr. Freeman A. Hrabowski, III		$	125,000		$	297,749		$	10,000		$	432,749
Robert F. MacLellan		$	–		$	376,701		$	9,883		$	386,584
Eileen P. Rominger		$	118,583		$	200,047		$	10,000		$	328,630
Cynthia F. Smith		$	49,750		$	300,061		$	–		$	349,811
Robert J. Stevens		$	–		$	376,769		$	–		$	376,769
William J. Stromberg		$	450,000		$	–		$	–		$	450,000
Richard R. Verma2		$	28,000		$	–		$	10,000		$	38,000
Sandra S. Wijnberg		$	–		$	362,680		$	10,000		$	372,680
Alan D. Wilson		$	–		$	458,152		$	–		$	458,152

 

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T. Rowe Price Group

 

1	Includes only those columns relating to compensation awarded to, earned by, or paid to non-employee directors for their services in 2023. All other columns have been omitted.
2	Represents the fees earned by Ms. Bush before her retirement at the 2023 Annual Meeting and by Mr. Verma prior to his resignation in March 2023.
3	The following table represents the equity awards granted in 2023 to certain of the non-employee directors named above. Represents the full grant date fair value of 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 semi annually, 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 awards 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		5/10/2023		1,890				$	200,047
Mary K. Bush		3/30/2023				172		$	18,960
William P. Donnelly		11/2/2023				3,182		$	300,000
		12/29/2023				227		$	24,382
Dina Dublon		3/30/2023				91		$	10,020
		5/10/2023		1,890				$	200,047
		6/29/2023				91		$	10,131
		9/28/2023				98		$	10,242
		12/29/2023				96		$	10,362
Dr. Freeman A. Hrabowski, III		3/30/2023				202		$	22,301
		5/10/2023				1,890		$	200,047
		6/29/2023				224		$	24,854
		9/28/2023				241		$	25,126
		12/29/2023				236		$	25,421
Robert F. MacLellan		3/30/2023				97		$	10,751
		5/10/2023		1,890				$	200,047
		6/29/2023				98		$	10,870
		6/30/2023				581		$	65,000
		9/28/2023				112		$	11,698
		12/29/2023				728		$	78,335
Eileen P. Rominger		5/10/2023		1,890				$	200,047
Cynthia F. Smith		8/1/2023		2,478				$	300,061
Robert J. Stevens		3/30/2023				119		$	13,151
		5/10/2023				1,890		$	200,047
		6/29/2023				140		$	15,602
		6/30/2023				500		$	56,010
		9/28/2023				157		$	16,384
		12/29/2023				702		$	75,575
Sandra S. Wijnberg		3/30/2023				89		$	9,779
		5/10/2023		1,890				$	200,047
		6/29/2023				89		$	9,887
		6/30/2023				536		$	60,043
		9/28/2023				102		$	10,650
		12/29/2023				672		$	72,274

 

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DIRECTOR		GRANT DATE		NUMBER OF RESTRICTED SHARES		NUMBER OF RSUs		GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS
Alan D. Wilson		3/30/2023				267		$	29,430
		5/10/2023				1,890		$	200,047
		6/29/2023				288		$	32,062
		6/30/2023				567		$	63,515
		9/28/2023				318		$	33,105
		12/29/2023				929		$	99,993

 

4

The following table represents the aggregate number of equity awards outstanding as of December 31, 2023.

 

DIRECTOR		UNVESTED STOCK AWARDS		UNVESTED RSUs		UNEXERCISED OPTION AWARDS		TOTAL		VESTED RSUs
Mark S. Bartlett		1,890		–		–		1,890		–
William P. Donnelly		–		3,218		–		3,218		–
Dina Dublon		1,890		–		–		1,890		8,590
Dr. Freeman A. Hrabowski, III		–		1,955		26,408		28,363		19,118
Robert F. MacLellan		1,890		–		26,408		28,298		10,429
Eileen P. Rominger		1,890		–		–		1,890		–
Cynthia F. Smith		2,478		–		–		2,478		–
Robert J. Stevens		–		1,955		–		1,955		12,333
William J. Stromberg		–		62,172		–		62,172		–
Sandra S. Wijnberg		1,890		–		–		1,890		9,504
Alan D. Wilson		–		1,955		–		1,955		26,427

 

5

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

 

32

T. Rowe Price Group

 

Risk Management Oversight

 

Overall

 

The Board oversees 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. Lastly 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 fulsome understanding of the risks to the Company and to the industry at large and to consider options to position the Company to respond to these issues should they arise. 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. By having separate Risk and Compliance departments that report into the Management 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. Our general counsel and our 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.

 

 

Audit Committee

 

The Audit Committee oversees and evaluates the Company's significant risks related to disclosures in the Corporation's financial statements, including: (i) information technology and cybersecurity risks; (ii) business continuity and disaster recovery risks; (iii) ESG risks; (iv) employee relations and DEI 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. 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 our business, including investment risk, reputational risk, business continuity risk, information security risk, and operational risk. The chief risk officer, head of internal audit, and officers responsible for financial reporting, legal, and compliance periodically report on these matters to the Audit Committee. Based on these reports, the Audit Committee reports and makes recommendations as necessary to the full Board with respect to managing our overall risk.

 

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Table of Contents

 

Compensation Committee

 

The Compensation Committee is responsible for overseeing the Company's compensation policies, plans, and practices and 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 is 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 also 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 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.

 

Cybersecurity Oversight

 

Technology is a key component of our business operations, and cybersecurity is a significant consideration for the firm. T. Rowe Price has a holistic firm-wide approach to risk management including material risks from cybersecurity threats. The firm's overall risk management activities are designed to identify, assess, report, and manage risks that could affect the firm 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 firm's day to day cybersecurity operations, the Board oversees the firm's cybersecurity program. The Board does not delegate this responsibility to a committee, nor does the Board identify a cybersecurity expert to consider the firm'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 firm's technology and operations as well as our continuing investment in and development of our cybersecurity program.

 

At least annually the Board receives a technology and cybersecurity update led by the senior management from the Company's technology and information security teams. The Board receives information concerning the Company's preparation for a cyber incident, in order to understand how the Company would respond to a specific cybersecurity threat, along with the impact to the firm's 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.

 

34	T. Rowe Price Group

 

ESG Oversight

 

Overall

 

Since the Company is an investment management firm and a publicly traded company, the Board considers ESG both through the lens of the corporate entity and through its investing practices. ESG-related matters are a key component of the Company's business and its long-term strategy, and the Board engages with management to understand the proposed action plan relating to ESG practices and reviews management's performance in meeting the ESG goals set by the Board. Sustainability is a critical component of the firm's overall business strategy and among one of several senior management responsibilities over which the Board has oversight.

 

 

Nominating and Corporate Governance Committee

 

The Nominating and Corporate Governance Committee has been delegated primary responsibility for overseeing the Company's ESG efforts. The Nominating and Corporate Governance Committee receives regular updates concerning the Company's ESG practices for investing, along with the Company's progress toward its ESG goals.

 

Audit Committee

 

The Audit Committee considers ESG matters as they impact any disclosures in the Company's financial statements, including the ESG risks and employee relations and DEI risks. In addition, the Audit Committee receives updates from the Company's chief risk officer concerning the same, and regularly discusses ESG legal and regulatory developments with the Company's general counsel.

 

Compensation Committee

 

The Compensation Committee is responsible for considering the Company's DEI efforts and how ESG matters may impact the compensation of management. The Compensation Committee considers the Company's ESG efforts when reviewing and approving general salary and compensation policies for management.

 

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Corporate Sustainability

 

2023 Sustainability Highlights

 

During 2023, the firm created the ESG Oversight Committee (ESGOC). Chaired by the firm's head of ESG Enablement, the ESGOC, a new central and global oversight body, supports governance around our ESG activities and reports into the Investment Management Steering Committee, with regular updates to the Enterprise Risk Management Committee. Eric Veiel, our Head of Global Investments and CIO and member of the Management Committee, serves on the ESGOC and is responsible for overseeing the Company's ESG initiatives.

 

We are a member of the International Financial Reporting Standards' Sustainability Alliance, which oversees the Sustainability Accounting Standards Board and we continue to incorporate the Task Force on Climate-Related Financial Disclosures recommendations in our reporting. We are also signatories to the United Nations Global Compact. In our publicly available annual ESG Corporate Report, we publish various metrics and targets that we use to assess and manage relevant climate-related and sustainability risks and opportunities.

 

In addition, we have received the following recognition:

 

•	Ranked 31st in Barron's 2023 "100 Most Sustainable Companies" list, earning the second highest score among financial services companies.

 

•	Named to Newsweek America's Most Responsible Companies in 2023.

 

•	Recognized by USA Today as one of America's Climate Leaders 2023.

 

Our Path Forward

 

•	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.

 

•	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 2025.

 

•	We plan to increase the diversity of our global workforce from 44% women in 2023 to 46% women in 2025 while also increasing representation in senior roles to 33% in 2025.

 

•	Within our U.S. workforce, we aim to increase representation of Black/Hispanic/Native American talent from 18% in 2023 to 19% in 2025 while also increasing representation in senior roles from 8% in 2023 to 10% in 2025.

 

•	We aim to spend $50 million annually with diverse-owned and small disadvantaged-owned businesses in the U.S. by 2025. In 2023 we met this goal with $49.8 million spent.

 

 

 

 

 

 

 

(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).

 

36	T. Rowe Price Group

 

Human Capital

 

 

Our People Drive Our Success

 

At T. Rowe Price, our people set us apart. We deliver outstanding investment results and service to clients by leveraging a culture that encourages collaboration, integrity, trust, and diversity. This enables us to identify opportunities others might overlook. Our associates' backgrounds, perspectives, talents, enthusiasm, and creativity contribute significantly to our culture, reputation, ability to deliver a strong client experience, and our success. To attract and retain the highest-quality talent, we develop key talent and succession plans; invest in DEI initiatives; offer opportunities for our associates to learn and grow; and provide attractive benefits and a culture where associates can bring their best selves to work every day. As evidence of our approach's success, the average tenure of all associates is nine years, and the average tenure of our portfolio managers is 17 years.

 

Investing In Our People

 

We are committed to helping our associates achieve their long-term career goal and we continuously seek to identify new opportunities for our associates to expand their experience and grow their skills. As a result of our associates developing these skills, we are able to promote from within, with approximately 37% of our open positions being filled by internal applicants and almost all of our portfolio managers having been promoted from within. We are committed to the professional growth of our associates through the development of their knowledge, skills, and experience by providing them access to in-person, virtual, and online training programs, offering a formal mentoring program for associates, and by offering a generous tuition reimbursement program. We believe a critical driver of our firm's future growth is our ability to cultivate leaders. Reflecting this, we piloted an Accelerated Leadership Development Experience, a nine-month program designed for top and diverse leaders.

 

Hiring and Retaining Diverse Talent

 

Having a diverse and inclusive workforce and providing an equal opportunity to all associates is a business and cultural imperative. Our priority is to increase our hiring, retention, and development of talent from groups that are underrepresented in asset management, including both ethnically diverse associates and women. In 2023, 25% of our newly hired investment professionals globally were female, and firmwide 66% of new hires were either female and/or ethnically diverse, including 41% of employees in the U.S. hired outside the firm being Black/African American, Hispanic, or Latinx and/or American Indian. For every open senior role at the firm, our goal is that at least 30% of interviewed candidates will be female and/or ethnically diverse, and during 2023, 49% of the candidates were ethnically diverse and/or female.

 

We believe a key component of combating racial inequality is greater representation of diverse people in all areas of society and business—including at T. Rowe Price. To increase the pipeline of diverse candidates, we have created and deepened partnerships with colleges and universities, including Historically Black Colleges and Universities from which we have had success in recruiting diverse talent in the United States, and focused on developing recruiting plans for Black and Latinx candidates to expand exposure to our industry and opportunity. Other initiatives connect with prospective and future underrepresented candidates as early as high school, through college, and on into graduate school. Signature programs like "MBA Day," "Launching Your Legacy," "High School Encounter," and our "Women's Stock Pitch," are a few of the ways that we reach early-career diverse talent, create exposure to our industry and introduce opportunities for such talent to bring their perspective and insight to the firm. Furthermore, we have partnered with many national organizations such as The Robert Toigo Foundation, National Black MBA Association, the Association of Latino Professionals for America, Grace Hopper, Afrotech, Lesbians Who Tech, and others to create access to diverse talent and to assist us in maintaining best practices. We extended on-site job offers for the second consecutive year at Grace Hopper, AfroTech, and the Society for Hispanic Engineers diversity recruiting conferences. In addition, we host on-site mentoring and recruitment initiatives in all U.S. offices and London, encouraging and attracting diverse candidates to consider careers in asset management. We remain committed to supporting a diverse and inclusive workplace.

 

In 2023, we held our first Black Leadership Summit, sponsored by the Black Leadership Council and Amplify Voices advisory committee. This one-day event was designed to support our senior Black leaders across the firm with a focus on career growth, professional development, and promoting connectivity with each other and with senior leaders of the firm.

 

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The content and learnings from this offering will be leveraged to strengthen career development and inclusion broadly across the firm.

 

To be more transparent we publish our EEO data on our website, which can be seen on our website, under the "What Sets Us Apart" tab. In addition, during 2023, we published our sustainability report which included transparency into our DEI data, a copy of which can be found on our website at troweprice.com. Set forth below is our diversity information as of December 31, 2023, grouped by division. The data excludes information about the employees of OHA.

 

Investments Group Diversity Breakdown

 

 

 

Global Distribution and Global Product Group Diversity Breakdown

 

 

 

Corporate Functions Group Diversity Breakdown

 

 

 

*	Senior Level is defined as people leaders and individual contributors with significant business or functional responsibility.

 

 

 

 

38	T. Rowe Price Group

 

An Inclusive Work Environment

 

We emphasize maintaining a positive, welcoming, and collaborative culture, where everyone is encouraged to bring their best selves to work every day—to draw from their experiences, express their viewpoints, and to take the initiative to help our clients and themselves succeed. DEI is a foundation of our business approach. Our Management Committee ensures we have high standards for the way we recruit, hire, mentor, and develop talent.

 

To support this, our Diversity, Equity, and Inclusion Steering Committee (DEISC) meets bi-monthly to discuss progress on specific initiatives, along with challenges and concerns that can impact our progress. We have a plan to provide additional programs to strengthen the experience and support for underrepresented talent and drive inclusion broadly. The Black Leadership Council provides a direct channel of communication between the Management Committee and senior Black associates to ensure that there is active dialogue on matters of importance such as associate attraction, retention, advancement, and priorities as well as supports leadership in communicating important messages and developments related to the Company's DEI initiatives. Our Europe, Middle East and Africa (EMEA) DEISC is a cross-functional group of senior leaders based in the EMEA region who sponsor regional DEI initiatives (business resource groups and associate-led networks) and keep activities aligned to the firm's global strategy; monitors and communicates progress against regional DEI strategy; and identifies focus areas for regional business units to effect change.

 

To help strengthen our culture of inclusion, each of our global associates again received a DEI Performance Objective that outlined the expectation and accountability that each employee has in achieving our shared goals. The DEI Performance Objective is the only goal that was cascaded throughout the enterprise at the direction of the CEO and President, exemplifying the importance of this priority globally. We launched an inclusive programming series, "At The Intersection," to provide thought leadership and intersectional perspectives on timely and emerging topics of inclusion, belonging, equity and diverse backgrounds, lived experiences, and perspectives. At both events, 90% of participants strongly agreed or agreed that after participating in these events, they plan to use the information and resources provided to continue their DEI journey. In addition, our DEI learning path is a cornerstone of our strategy as we aim to reinforce the behaviors needed to lead into the future. Reflecting this, over 92% of people leaders have attended a Managing Inclusion learning offering, focused on building capabilities and skills to lead and motivate our talented workforce.

 

We are committed to establishing a culture of open and transparent dialogue between our firm and associates, which allows for multiple opportunities for collecting and acting on quality feedback to inform our actions in the future. The feedback gathered from associates via engagement surveys, pulse surveys, and focus groups allows leadership to optimize the associate experience and to make appropriate business decisions. Our firmwide employee survey included additional inclusion and belonging questions, which informed our initiatives and programming in 2023. We have an engaged and motivated workforce with a shared commitment to putting clients first.

 

How We Support Our Diverse Perspectives

 

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

 

•

MOSAIC – Ethnically diverse associates and allies.

 

•

VALOR – Associates who are veterans or active reservists and their families and allies.

 

•

PRIDE – LGBTQ+ associates and allies.

 

•

THRIVE – Associates living with and caring for individuals with a broad spectrum of conditions and allies.

 

•

WAVE – Female associates and allies.

 

At the end of 2023, over 50% of associates were members of at least one business resource group.

 

We believe targeted experiences that provide elevated visibility, access, and development are a key factor to engage and support our associates. We provide access to external development programs to support the development plans and aspirations of our talent. For example, Black/African American, Hispanic/Latinx, and Asian associates participated in the McKinsey Leadership Programs, and we partner with Signature Leaders to provide development and cultivate sponsorship

 

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for female associates. Resources and targeted learning sessions were provided in 2023 to cultivate a culture of sponsorship and maximize formal sponsorship relationships broadly across the organization.

 

For female talent, we continue to offer our Women in Sales, Women in Investments, and Women in Technology programs, which aims to attract and develop female talent to client-facing roles and technical roles globally. These programs are refined over time as we gain a deeper understanding of women's experiences and the perceptions of male peers and people leaders. While each program is tailored to its specific business unit, programs are focused on several key areas, including role modeling, mentoring, returners to work/career break talent programs, and planned leave.

 

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 the U.S.

 

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, in addition to 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 child care 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.

 

Safety, Adaptability, and Flexibility for Our Workforce

 

During 2020, our firm mobilized to ensure the safety of all our associates globally. Beginning first in the Asia-Pacific region, and then worldwide, we migrated to a work from home environment for approximately 97% of our associates. We expanded our offerings for child care and elder care assistance and ensured that our health care coverage included COVID-19 testing and treatment. In response to the challenging situation, we offered our associates five additional wellness days along with free counseling through our Employee Assistance Program.

 

During 2022, we monitored conditions globally and developed return to the office programs tailored locally, so that associates could be safe knowing their health and the health of their families was not being compromised. This meant a staggered return to the office, so that we could monitor the data and respect local ordinances. In the U.S. employees returned to the office full time; however due to the success of our associates' ability to work remotely, we offered for most associates the ability to work remotely up to two days a week. We believe this approach allows our associates to maintain the important benefits of in-person collaboration while providing additional flexibility for our associates.

 

40	T. Rowe Price Group

 

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 2023, and explains how our executive compensation design aligns with the Company's strategic objectives. We also address 2023 compensation decisions for Named Executive Officers (NEOs) and their rationale. This CD&A should be read together with the compensation tables that follow this section. Our NEOs for 2023 were as follows:

 

Robert W. Sharps	Jennifer B. Dardis	Glenn R. August	Justin Thomson	Eric L. Veiel
Chief Executive Officer and President	Chief Financial  Officer and  Treasurer	Chief Executive  Officer of Oak Hill  Advisors, L.P.	Head of International  Equity and CIO	Head of Global Investments and CIO

  

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 financial stability of Price Group;

 

•	relative investment performance of our investment products; and

 

•	performance of our NEOs against pre-determined 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 to the 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 Messrs. Thomson and August, tied to investment performance of certain Company sponsored investment products.

 

2023 Compensation Decisions for Our Chief Executive Officer and Other NEOs

 

Base salary is the smallest component of overall NEO compensation, with variable performance-based pay delivered in annual variable incentives and long-term variable awards representing most of their compensation. The compensation mix awarded this year to our CEO and President and other NEOs reflects this performance-based compensation philosophy.

 

 

 

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•

For 2023, Mr. Sharps' total compensation decreased 7.2% over the prior year resulting from a decline in both the value of his annual bonus and long-term equity awards. The lower total compensation aligns with the Company's overall performance during 2023, though consideration was also given to Mr. Sharps' contributions to the achievement of longer-term financial and strategic results discussed below. Consideration was also given to Mr. Sharps' pay relative to his industry peers and the anticipated reduction of competitive compensation for industry peers during the current market cycle.

 

•	Annual compensation for Ms. Dardis and Messrs. Thomson and Veiel also decreased in 2023, 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), and long-term variable awards granted to nearly all of the NEOs were split equally between performance-based RSUs subject to a three-year performance goal followed by two-year time based vesting, and time-based RSUs subject to a three-year vesting schedule.

 

•	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

 

At the 2023 Annual Meeting, our stockholders cast a nonbinding advisory vote on the compensation of the NEOs. Approximately 85% of the shares voted at the 2023 Annual Meeting approved the 2022 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. 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.		X      Allow executives or independent directors to short-sell the 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.

 

 

42	T. Rowe Price Group

 

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 straight forward, 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 duration. 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. In addition, formulaic incentives alone would not permit incorporating factors beyond the control of our executives, such as recognition of investment in long-term goals, strategic developments, and individual achievements. Even though we have not used formulas or assign specific weights to metrics for 2023, the Compensation Committee uses a rigorous performance assessment framework to set the overall bonus pool and determine individual bonuses. 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.

 

Key Elements of 2023 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, deferred cash compensation and/or carried interest). Most NEO compensation is variable and performance-based, aligned to Company and individual performance against goals. There is no pre-established mix between cash and noncash compensation or between short-term and long-term awards. Instead, each year, 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. For Mr. August, a significant portion of his compensation is tied to the performance of OHA-managed products and he did not receive awards of Company stock during 2023.

 

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Table of Contents

 

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.

 

Fixed Annual Supplemental Compensation

 

As a component of compensation for NEOs employed by T. Rowe Price International Ltd (TRPIL), our UK subsidiary, the Compensation Committee approved the payment of additional fixed annual supplemental compensation. This supplemental compensation is intended to help satisfy new regulatory requirements concerning the ratio of an executive's fixed compensation to their variable compensation, along with deferral requirements related to the variable compensation. Similar to base salary, this compensation is paid monthly and is not subject to forfeiture or tied to performance.

 

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 applicable to all employees other than 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.

 

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 to Mr. August 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.

 

The 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

 

44	T. Rowe Price Group

 

after the grant). The time-based RSUs awarded to our NEOs vest in equal annual installments over three years beginning in December in the year following 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 2023, due to Mr. August's compensation being directly tied to OHA results in the form of carried interest.

 

Mutual Fund Unit Plan (MFUP)

 

As a component of compensation for NEOs employed by TRPIL, our UK subsidiary, the Compensation Committee has adopted the MFUP. Pursuant to the MFUP, Mr. Thomson is eligible to receive grants of MFUs in lieu of time-based RSUs. Mr. Thomson's MFU award represents 50% of his annual long-term incentive compensation. The MFUs vest ratably over a three-year period, and are settled in cash. The MFUs represent hypothetical investments in products managed by TRPIL in order to satisfy the regulatory requirements affecting that entity.

 

Once granted, the MFUs are not forfeitable and are not subject to such NEO's continued employment with the Company, but they are subject to certain clawback provisions.

 

Carried Interest

 

During 2023, 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 the allocation of a portion of the 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 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 funds' 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 2023, we contributed $174,000 to these programs for our U.S.-based 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 employees. Mr. Thomson is located in the UK, and we pay him cash in lieu of a contribution to the UK pension program as a result of a Fixed Protection election made with the UK tax authorities, which required him to opt out of the UK pension program. In 2023, we paid him $27,995, which is based on the contribution formula in the program and is equal to the amount he would have received had he stayed in the program.

 

Supplemental Savings Plan

 

The Supplemental Savings Plan provides certain senior officers the opportunity to defer receipt of a portion of their cash incentive compensation earned for a year during which services are provided. The amounts deferred are adjusted in accordance with the hypothetical investments chosen by the officer from the list of products offered under our U.S. retirement program. 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

 

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amended, with the changes beginning with deferrals of 2021 compensation. The changes include reducing limits on the maximum permitted deferral to be the lesser of 50% of cash incentive compensation or $2 million, increasing the minimum deferral period to at least five years, reducing the maximum number of installment payments to 10 years, and to providing for an automatic lump-sum payment upon termination prior to age 58 (or age 55 for our UK associates). For deferrals in 2023, the automatic lump-sum payment upon termination prior to age 55 will apply to all employees. All NEOs, except for Mr. August, were eligible to participate in the Supplemental Savings Plan in 2023. See our Nonqualified Deferred Compensation Table on page 69 for more information.

 

Perquisites and Other Personal Benefits

 

We do not provide significant perquisites or other personal benefits to our executive officers. We make programs related to executive health benefits and parking available to all senior officers. We also cover certain costs associated with the NEOs' spouses' participation in events held in connection with the annual Price Group and Price funds joint Boards of Directors meeting as well as other Board and business-related functions. 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 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 they purchase the tickets themselves.

 

Post-employment Payments

 

Other than for 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: (a) 12 months of base salary continuation; (b) 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 (c) 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 the employment agreement. Pursuant to the 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 70 for further details.

 

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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.
UK Based Employees Only
Fixed Annual Supplemental Payment		•   Only for UK based senior executives whose variable incentive compensation program was reduced as a result of regulatory changes.  •   Not subject to forfeiture or clawback, and paid in monthly installments during the year.  •   Not included for determining retirement or other benefits.		•   Provides supplemental compensation to applicable individuals to ensure they were not negatively impacted by required regulatory compensation changes.  •   Represents a small component of total compensation, so that most NEO compensation is variable.

 

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. •   The AICP is 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. •   The AICP 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 that can be awarded to each NEO. This is a limit on the amount that can be awarded to each NEO that is tied to financial performance. •   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. •   The OHA Pool 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.

 

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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 level of corporate management and functional responsibility, competitive assessment of similar roles within the marketplace, individual performance, and expected future long-term contributions. •   For 2023, 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 from 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 2024 through 2026, these awards would vest 50% per year starting in December 2027. •   The remaining 50% of the long-term equity award for NEOs were in time-based RSUs that vest at 33⅓% per year starting in December 2024. •   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.
UK Based NEOs Only

MFUP		•   For NEOs in the UK, a portion of their variable compensation is deferred into the MFUP, in the form of MFUs. •   Administered by the Compensation Committee. •   MFUs are measured against a basket of strategies managed by TRPIL. •   MFUs will vest ratably over three years and are settled in cash.		•   Designed to meet regulatory requirements for NEOs located in the UK. •   The MFUP is designed to align the interests of NEOs with the performance of the investments managed by TRPIL.
OHA Employees Only
Carried Interest		•   Represents the amount of net proceeds of an OHA fund that is available for distribution pursuant to the partnership agreement for the fund, as determined by the general partner of the fund in its discretion, and distributed in accordance with the allocation provisions set forth in the partnership agreement for the fund.		•   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. •  Not available for our UK based employees.		•   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.

 

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ELEMENT		KEY FEATURES		PURPOSE
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 offers the employee’s investment to be tied to the value of the products we offer. •   Provides employees the opportunity to select the hypothetical investments upon which 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 bonus 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 Sarbanes-Oxley 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 and 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.

 

2023 Compensation Decisions

 

Given our shared and collaborative leadership structure, when setting the compensation in 2023, the Compensation Committee considered the collective contribution of the NEOs to the Company's strategic imperatives, 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.

 

2024 Proxy Statement

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