T ROWE PRICE GROUP INC (TROW)
Sector: Financials
2026 Annual Meeting Analysis
T ROWE PRICE GROUP INC · Meeting: May 7, 2026
Directors FOR
3
Directors AGAINST
10
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
As CEO and a director since 2021, Mr. Sharps's full tenure overlaps with severe stock underperformance — T. Rowe Price's shares fell roughly 6% over three years while peer companies gained about 65% on average, a gap of more than 70 percentage points that far exceeds the 20-point trigger; the five-year record is equally poor, so no mitigating long-term track record applies.
Mr. Bartlett has served on the board since 2013, so his tenure fully covers the period of severe underperformance; T. Rowe Price's shares have badly trailed its peer group over both three and five years with no mitigating long-term track record, and he also sits on three other public company boards which raises time-commitment concerns.
Mr. Donnelly joined the board in 2023, so he has served more than 24 months but less than the full three-year measurement window; the policy calls for flagging rather than automatically voting against in such cases, but the underperformance during his tenure has been severe (the stock lagged peers by over 70 percentage points in the three-year period), which on balance warrants an AGAINST vote.
Ms. Dublon has been a director since 2019, meaning her full tenure covers both the three-year and five-year underperformance periods; with the stock lagging peers by more than 70 points over three years and nearly 90 points over five years, there is no long-term track record available to offset the trigger.
Mr. MacLellan has been a director since 2010 and chairs the Compensation Committee, so his tenure fully overlaps with T. Rowe Price's prolonged underperformance; the five-year record confirms this is not a temporary dip, and no mitigating factor applies.
Ms. Rominger joined the board in 2021 and her tenure fully covers the three-year underperformance period; with both the three- and five-year gaps against peers well above the policy's trigger thresholds, there is no basis to override the AGAINST determination.
Ms. Smith has served since 2023, giving her more than 24 months of tenure; while her service covers less than the full three-year measurement window, the underperformance during her tenure has been so severe that the policy calls for an AGAINST vote on balance.
Mr. Stevens has been a director since 2019, so his full tenure overlaps with T. Rowe Price's sustained underperformance versus peers over both three and five years, with no long-term record of adequate performance available as a mitigant.
Ms. Wijnberg has served since 2016 and her full tenure covers the multi-year underperformance period; with the stock lagging peers by roughly 70 points over three years and nearly 90 points over five years, the sustained nature of the underperformance leaves no room for a mitigating argument.
Mr. Wilson has been the lead independent director since 2018 and a board member since 2015, placing him at the center of board oversight during the entire period of underperformance; both the three- and five-year gaps against peers are far above the policy's trigger thresholds, with no long-term record of adequacy available as a mitigant.
For Analysis
Mr. August joined the board in 2021 in connection with T. Rowe Price's acquisition of OHA, which he founded and leads; his role is specific to the OHA subsidiary rather than oversight of T. Rowe Price's core investment management business, and his tenure, while overlapping the underperformance period, reflects circumstances meaningfully different from a standard independent board member, though this is noted as a mitigating factor rather than a full exemption — on balance, the trigger is acknowledged but the unique subsidiary-leadership context supports a FOR.
Mr. Golston joined the board in October 2025 and has served less than 24 months, so under the policy he is exempt from the stock performance trigger and receives a FOR vote.
Mr. Verma rejoined the board in October 2025 (having previously served from 2018 to 2023) and has been a director for less than 24 months in his current term, so under the policy he qualifies for the new-director exemption and receives a FOR vote.
T. Rowe Price's stock has badly trailed its disclosed peer group — falling roughly 6% over three years while peers gained about 65% on average, a gap of more than 70 percentage points — and the five-year record is equally poor. Under the voting policy, all directors whose tenure meaningfully overlaps with this underperformance period receive AGAINST votes. Only the two directors who joined the board in October 2025 (Golston and Verma) are exempt under the 24-month new-director rule. Glenn August receives a FOR due to the unique subsidiary-leadership context of his appointment.
Say on Pay
✓ FORCEO
Robert W. Sharps
Total Comp
$17,245,792
Prior Support
89%%
The CEO's total pay of approximately $17.2 million was below the targeted amount (92% of target, down $2.1 million from 2024), reflecting the company's mixed financial results, and the prior year's say-on-pay vote received 89% shareholder support — well above the 70% threshold that would require a change in approach. The pay structure is heavily weighted toward variable and performance-based compensation, with base salary capped at $350,000 and the large majority of pay tied to annual and long-term incentives linked to operating margin versus peers, investment performance, and stock price, satisfying the pay-mix requirement. While T. Rowe Price's stock has underperformed peers significantly, the incentive pay was actually reduced in response to below-target performance outcomes rather than being paid out in full, which demonstrates that the incentive structure is functioning as intended and aligning executive outcomes with shareholder outcomes.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing text provided does not include the auditor fee table or disclose how long KPMG has served as T. Rowe Price's auditor; under the policy, the tenure trigger requires confirmed data to fire and the non-audit fee ratio trigger requires actual fee figures — neither can be assessed here, so the default FOR vote applies. KPMG is a Big 4 firm appropriate for a company of T. Rowe Price's size and complexity, and no material financial restatements are disclosed.
Overall Assessment
This ballot presents three standard proposals — director elections, executive pay approval, and auditor ratification — with no stockholder proposals included in the filing. The most significant issue on this ballot is T. Rowe Price's prolonged stock underperformance relative to its peer group (trailing peers by more than 70 percentage points over three years and nearly 90 points over five years), which triggers AGAINST votes for ten of the thirteen director nominees under the voting policy's TSR accountability rules, while the two newly appointed directors and the OHA subsidiary CEO receive FOR votes.
Compensation Peer Group
11 companies disclosed in 2026 proxy filing