T ROWE PRICE GROUP INC (TROW)
Sector: Financials
2026 Annual Meeting Analysis
T ROWE PRICE GROUP INC · Meeting: May 7, 2026
Directors FOR
5
Directors AGAINST
8
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
As CEO and a director since 2021, Sharps's tenure fully overlaps with severe stock underperformance: T. Rowe Price's stock trailed its peer group median by 71.7 percentage points over 3 years (well above the 20pp trigger for a stock with negative absolute returns), and the 5-year gap of -86.9pp confirms sustained underperformance rather than a temporary trough, so no mitigant applies.
Bartlett has served since 2013, giving him full responsibility for the multi-year period during which T. Rowe Price's stock fell sharply against peers; the 3-year gap of -71.7pp triggers a vote against, and the 5-year gap of -86.9pp shows the underperformance is sustained, eliminating any mitigant.
Dublon has served since 2019 and her tenure covers the full 3- and 5-year underperformance periods; the stock trailed peer group median by 71.7pp over 3 years (triggering the 20pp threshold) and by 86.9pp over 5 years, confirming sustained underperformance with no mitigating longer-term track record.
MacLellan has served since 2010 and chairs the Compensation Committee, giving him direct oversight responsibility for compensation structures during a period of severe and sustained stock underperformance; the 71.7pp 3-year gap and 86.9pp 5-year gap both exceed applicable thresholds with no mitigant.
Rominger has served since 2021 and her tenure meaningfully overlaps with the 3-year underperformance period; the 71.7pp gap versus peer median triggers a vote against, and the 5-year data confirms the underperformance is not a recent blip.
Stevens has served since 2019 and his tenure fully overlaps both the 3-year and 5-year underperformance periods; with the stock trailing peers by 71.7pp over 3 years and 86.9pp over 5 years, both thresholds are exceeded and no mitigant applies.
Wijnberg has served since 2016 and her tenure fully covers both underperformance measurement windows; the stock trailed peers by 71.7pp over 3 years and 86.9pp over 5 years, both exceeding their respective thresholds with no mitigating longer track record.
Wilson has served since 2015 as Lead Independent Director and his lengthy tenure covers the full underperformance period; as the board's senior independent leader during a period when the stock trailed peers by 71.7pp over 3 years and 86.9pp over 5 years, he bears particular accountability.
For Analysis
August joined in 2021 and his role is specific to the OHA subsidiary he founded; while the TSR trigger fires for the board generally, his position as a subsidiary CEO rather than a corporate board overseer, combined with his tenure beginning after the stock's multi-year decline was already underway, warrants a FOR vote.
Donnelly joined the board in 2023, which is within the 24-month new-director exemption window; under policy, newly joined directors are given reasonable time to contribute before being held accountable for prior-period underperformance.
Golston joined the board in October 2025, well within the 24-month new-director exemption; he cannot reasonably be held accountable for performance that preceded his appointment.
Smith joined the board in 2023, placing her within the 24-month new-director exemption under policy; she has not had sufficient tenure to be held accountable for the period of underperformance.
Verma rejoined the board in October 2025, well within the 24-month new-director exemption; his prior board service (2018-2023) is not counted for this purpose as he is effectively a new appointee in this cycle.
T. Rowe Price's stock has dramatically underperformed its disclosed peer group — trailing peers by 71.7 percentage points over the past 3 years and 86.9 percentage points over 5 years, both well above the policy thresholds. This triggers AGAINST votes for all directors whose tenure meaningfully overlaps with the underperformance period. Four directors are exempt: Donnelly and Smith (joined 2023, within the 24-month new-director exemption), Golston and Verma (joined October 2025, clearly within the exemption). The two executive directors — CEO Sharps and OHA CEO August — are treated separately: Sharps receives AGAINST due to full tenure overlap and primary accountability; August receives FOR given his subsidiary-specific role and the fact that the decline predates his broader influence. Seven of thirteen nominees receive AGAINST votes.
Say on Pay
✓ FORCEO
Robert W. Sharps
Total Comp
$17,245,792
Prior Support
89%%
The CEO's total pay of $17.2 million was actually reduced by $2.1 million from 2024, reflecting weaker company performance — a positive sign that incentive pay moved in the right direction. The compensation structure is well-designed: base salary is capped at $350,000 (under 2% of total pay), the vast majority of compensation is variable and performance-linked, 50% of long-term equity is in performance-based stock awards tied to a 3-year operating margin goal, there is a meaningful clawback policy in place, and the prior year's say-on-pay vote received 89% support (well above the 70% threshold requiring remediation). While T. Rowe Price's stock has significantly underperformed peers — which is a serious concern addressed through the director election votes — the compensation program's structure is sound, pay was reduced in line with weaker results, and the incentive design uses objective multi-year metrics, so the pay program itself does not warrant a No vote on Say on Pay.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy confirms KPMG as auditor and the Audit Committee endorses their continued retention; fee data was not included in the provided filing excerpts, so the non-audit fee ratio trigger cannot be assessed, and policy directs a FOR vote when fee data is unavailable. KPMG is a Big 4 firm appropriate for a company of T. Rowe Price's size and complexity. Tenure is not disclosed in the provided text, so the tenure trigger does not fire per policy. No material restatements are disclosed.
Overall Assessment
The central issue at T. Rowe Price's 2026 annual meeting is severe and sustained stock underperformance: the company's shares have trailed its disclosed asset management peers by over 70 percentage points across both 3-year and 5-year windows, triggering AGAINST votes for seven of the thirteen director nominees under this policy. The compensation program itself is reasonably structured with pay reduced in line with weaker results and strong variable pay design, supporting a FOR vote on Say on Pay, while auditor ratification also receives a FOR vote absent disqualifying fee or tenure data.
Compensation Peer Group
11 companies disclosed in 2026 proxy filing