Price T Rowe Group Inc DEF 14A, filed Mar 21, 2023

Price T Rowe Group Inc (TROW)

DEF 14A 2023-03-21

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Added on June 12, 2026

About this DEF 14A

Price T Rowe Group Inc filed this DEF 14A on March 21, 2023.

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☐		Preliminary Proxy Statement

☐		Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e) (2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Pursuant to §240.14a-12

	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

60%		47%		45%		32%
of our independent directors were ethnically diverse and/or women		of hires in senior roles were ethnically diverse and/or women⁽²⁾		of associates in our global workforce were women⁽²⁾		of our U.S. associates were ethnically diverse⁽²⁾

VOTING ITEM		BOARD VOTING RECOMMENDATION
1	Elect a Board of 11 directors	FOR All Director-Nominees
2	Approve, by a nonbinding advisory vote, the compensation paid by the Company to its Named Executive Officers	FOR
3	Approve the restated 1986 Employee Stock Purchase Plan, which includes the increase by 3 million shares of the share pool available for purchase by employees	FOR
4	Recommend, by a nonbinding advisory vote, the frequency of voting by the stockholders on compensation paid by the Company to its Named Executive Officers	One Year
5	Ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2023	FOR

QUALIFICATIONS, SKILLS, AND EXPERIENCE

	100% Executive Leadership	100% Financial Management	64% Investment Management
	82% International	73% Accounting and Financial Reporting	100% Strategy and Execution
	82% Marketing and Distribution	55% Government and Regulatory	36% Technology

Filed by the Registrant ☒		Filed by a Party other than the Registrant

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

CEO COMPENSATION	OTHER NEOs COMPENSATION (EXCLUDING FORMER CFO)	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 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.

		Recommendation of the Board		Vote Required
		We recommend that you select one year as the desired frequency for a stockholder vote on executive compensation under the Say on Pay rules.

Notice of 2023 Annual Meeting of Stockholders	1
Introduction	2
Voting Road Map	3
Information About Our Board of Directors	7
Board Qualifications, Skills, and Experience	7
Nominee Biographies	9
Director Engagement	14
Committees of the Board	15
Board Policies and Procedures	18
Non-employee Director Independence Determinations	18
Proposal 1 Election of Directors	19
Corporate Governance	20
Report of the Nominating and Corporate Governance Committee	20
Governance Highlights	20
Board Composition	22
Engagement With Our Stockholders	27
Compensation of Directors	29
Risk Management Oversight	33
Cybersecurity Oversight	34
ESG Oversight	35
Corporate Sustainability	36
Human Capital	37
Executive Compensation	41
Compensation Discussion and Analysis	41
Report of the Executive Compensation and Management Development Committee	64
Executive Compensation Tables	65
Summary Compensation Table	65
2022 Grants of Plan-Based Awards Table	66

Outstanding Equity Awards Table at December 31, 2022	67
2022 Options Exercises and Stock Vested Table	69
2022 Nonqualified Deferred Compensation Table	70
Potential Payments on Termination or Change in Control	71
Chief Executive Officer Pay Ratio	71
Pay Versus Performance	72
Proposal 2 Advisory Vote on the Compensation Paid to Our Named Executive Officers	74
Proposal 3 Approval of the restated 1986 Employee Stock Purchase Plan	75
Proposal 4 Advisory Vote on the Selection of Frequency for the Advisory Vote on the Compensation Paid to Our Named Executive Officers	77
Audit Matters	78
Disclosure of Fees Charged by the Independent Registered Public Accounting Firm	78
Audit Committee Preapproval Policies	79
Report of the Audit Committee	80
Proposal 5 Ratification of the Appointment of KPMG LLP as Our Independent Registered Public Accounting Firm for 2023	81
Stock Ownership and Related Transactions	82
Equity Compensation Plan Information	82
Security Ownership of Certain Beneficial Owners and Management	82
Section 16(a) Beneficial Ownership Reporting Compliance	84
Certain Relationships and Related Transactions	84
Questions and Answers About the Proxy Materials and the Annual Meeting	85
Stockholder Proposals for the 2024 Annual Meeting	91

INDEPENDENT DIRECTOR NOMINEE COMPOSITION



INDEPENDENT DIRECTOR NOMINEE TENURE		DIRECTOR NOMINEE INDEPENDENCE

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

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	1	0	0
Hispanic or Latinx	1	0	0	0
Native Hawaiian or Pacific Islander	0	0	0	0
White	3	7	0	0
Two or More Races or Ethnicities	1	0	0	0
LGBTQ+	0	0	0	0
Did Not Disclose Demographic Background	0	0	0	0

	Internet

	Telephone

	Mail

Meetings in 2022: 8	Chair	Members
The report of the committee appears on page 80.
	Bartlett	Dublon	MacLellan	Rominger	Wijnberg

Meetings in 2022: 5	Chair	Members
The report of the committee appears on page 20.
	Hrabowski	Bush	Stevens	Wilson

•	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.

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. •    Eight 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 93% stockholder support in 2022. •    The proxy statement clearly communicates the link between our compensation programs and the Company’s short- and long-term performance.


William J. Stromberg Non-Executive Chair of the Board			Alan D. Wilson Lead Independent Director

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 provides our independent directors with increased exposure to senior management, as well as greater insight into the needs of the business.			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. 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.

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

•	Our general counsel 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.

•	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.

	FEES EARNED		STOCK		ALL OTHER
NAME	OR PAID IN CASH		AWARDS^3,4		COMPENSATION⁵		TOTAL
Mark S. Bartlett	$	141,000	$	200,062	$	10,000	$	351,062
Mary K. Bush	$	115,000	$	272,735	$	10,000	$	397,735
Dina Dublon	$	126,000	$	236,395	$	10,000	$	372,395
Dr. Freeman A. Hrabowski, III	$	121,667	$	283,468	$	10,000	$	415,135
Robert F. MacLellan	$	—	$	372,995	$	10,000	$	382,995
Eileen P. Rominger	$	126,000	$	200,062	$	10,000	$	336,062
Olympia J. Snowe²	$	119,167	$	16,063	$	10,000	$	145,230
Robert J. Stevens	$	—	$	359,750	$	—	$	359,750
William J. Stromberg	$	450,000	$	—	$	10,000	$	460,000
Richard R. Verma	$	120,083	$	245,565	$	9,000	$	374,648
Sandra S. Wijnberg	$	—	$	358,116	$	10,000	$	368,116
Alan D. Wilson	$	—	$	436,675	$	—	$	436,675

¹	Includes only those columns relating to compensation awarded to, earned by, or paid to non-employee directors for their services in 2022. All other columns have been omitted.
²	Represents the fees earned by Ms. Snowe before her retirement at the 2022 Annual Meeting.
³	The following table represents the equity awards granted in 2022 to certain of the non-employee directors named above. 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 stock units on each of the Company’s quarterly dividend payment dates. The award value or dividend equivalent value was converted to awards or units, 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 RESTRICTED UNITS		GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS
Mark S. Bartlett		5/11/2022		1,743			$	200,062
Mary K. Bush		3/30/2022				117	$	17,918
		5/11/2022		1,743			$	200,062
		6/29/2022				156	$	18,059
		9/29/2022				170	$	18,246
		12/29/2022				166	$	18,450
Dina Dublon		3/30/2022				48	$	7,395
		5/11/2022				1,743	$	200,062
		6/29/2022				83	$	9,544
		9/29/2022				90	$	9,643
		12/29/2022				88	$	9,751
Dr. Freeman A. Hrabowski, III		3/30/2022				124	$	19,001
		5/11/2022				1,743	$	200,062
		6/29/2022				184	$	21,241
		9/29/2022				200	$	21,462
		12/29/2022				195	$	21,702

DIRECTOR	GRANT DATE	NUMBER OF RESTRICTED SHARES		NUMBER OF RESTRICTED UNITS		GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS
Robert F. MacLellan	3/30/2022				57	$	8,750
	5/11/2022		1,743			$	200,062
	6/29/2022				76	$	8,818
	6/30/2022				599	$	68,000
	9/29/2022				90	$	9,629
	12/29/2022				87	$	9,736
	12/29/2022				611	$	68,000
Eileen P. Rominger	5/11/2022		1,743			$	200,062
Olympia J. Snowe	3/30/2022				105	$	16,063
Robert J. Stevens	3/30/2022				60	$	9,161
	5/11/2022				1,743	$	200,062
	6/29/2022				98	$	11,325
	6/30/2022				493	$	56,000
	9/29/2022				112	$	12,034
	12/29/2022				639	$	71,168
Richard R. Verma	3/30/2022				63	$	9,655
	5/11/2022				1,743	$	200,062
	6/29/2022				102	$	11,823
	9/29/2022				111	$	11,946
	12/29/2022				108	$	12,079
Sandra S. Wijnberg	3/30/2022				52	$	7,951
	5/11/2022		1,743			$	200,062
	6/29/2022				69	$	8,013
	6/30/2022				542	$	61,500
	9/29/2022				81	$	8,746
	12/29/2022				645	$	71,844
Alan D. Wilson	3/30/2022				159	$	24,390
	5/11/2022				1,743	$	200,062
	6/29/2022				231	$	26,673
	6/30/2022				559	$	63,500
	9/29/2022				257	$	27,621
	12/29/2022				849	$	94,429

DIRECTOR	UNVESTED STOCK AWARDS		UNVESTED STOCK UNITS		UNEXERCISED OPTION AWARDS		TOTAL		VESTED STOCK UNITS
Mark S. Bartlett		1,743		—		—		1,743		—
Mary K. Bush		1,743		—		—		1,743		15,541
Dina Dublon		—		1,800		—		1,800		6,414
Dr. Freeman A. Hrabowski, III		—		1,800		26,408		28,208		16,480
Robert F. MacLellan		1,743		—		26,408		28,151		8,812
Eileen P. Rominger		1,743		—		—		1,743		—
Robert J. Stevens		—		1,800		—		1,800		8,980
William J. Stromberg		—		17,193		—		17,193		—
Richard R. Verma		—		1,800		—		1,800		8,374
Sandra S. Wijnberg		1,743		—		—		1,743		8,016
Alan D. Wilson		—		1,800		—		1,800		22,323

	¹	Includes direct grants, matching gifts, associate donations, Corporate Social Responsibility sponsorships, and community and business memberships.
	²	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).


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 Equity and CIO

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.

	1 YEAR	3 YEARS	5 YEARS	10 YEARS
% of U.S. mutual funds that outperformed Morningstar median^2,3
Equity	53%	52%	62%	73%
Fixed Income	53%	63%	65%	66%
Multi-Asset	20%	81%	80%	90%
All Funds	41%	64%	68%	74%
% of U.S. mutual funds that outperformed passive peer median^2,4
Equity	47%	45%	53%	69%
Fixed Income	47%	53%	55%	48%
Multi-Asset	27%	87%	76%	80%
All Funds	39%	60%	60%	64%
% of composites that outperformed benchmarks⁵
Equity	36%	53%	58%	67%
Fixed Income	26%	48%	50%	76%
All Composites	32%	51%	54%	71%

AUM-Weighted Performance	1 YEAR	3 YEARS	5 YEARS	10 YEARS
% of U.S. mutual funds that outperformed Morningstar median^2,3
Equity	52%	50%	57%	69%
Fixed Income	63%	75%	77%	81%
Multi-Asset	3%	92%	94%	98%
All Funds	39%	64%	69%	78%
% of U.S. mutual funds that outperformed passive peer median^2,4
Equity	51%	41%	49%	61%
Fixed Income	52%	62%	58%	55%
Multi-Asset	5%	96%	96%	96%
All Funds	38%	60%	64%	70%
% of composites that outperformed benchmarks⁵
Equity	37%	43%	47%	54%
Fixed Income	17%	37%	39%	74%
All Composites	33%	42%	46%	57%

¹	The investment performance reflects that of T. Rowe Price sponsored mutual funds and composites AUM.
²	Source: © 2023 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.
³	Source: Morningstar. Primary share class only. Excludes money market mutual funds, funds with an operating history of less than one year, T. Rowe Price passive funds, and T. Rowe Price funds that are clones of other funds. The top chart reflects the percentage of T. Rowe Price funds with 1-, 3-, 5-, and 10-year track record that are outperforming the Morningstar category median. The bottom chart reflects the percentage of T. Rowe Price funds AUM that has outperformed for the time periods indicated. Total fund AUM included for this analysis includes $298B for 1 year, $297B for 3 years, $297B for 5 years, and $293B for 10 years.