T. Rowe Price Group (TROW) Proxy Filing summary

Executive summary

• $1.61 trillion in assets under management as of December 31, 2024, with 8.8% domiciled outside the U.S.; 2024 investment advisory revenues exceeded $6.4 billion and $1.47 billion was returned to stockholders through dividends and share repurchases.

• 56%–70% of U.S. mutual funds outperformed Morningstar medians over 3-, 5-, and 10-year periods; 2024 saw strong investment performance and product innovation, including ETF and alternatives expansion.

• Board and management focused on investment excellence, global client growth, talent development, and leveraging technology for operational scale.

Voting matters and shareholder proposals

• Four proposals: election of 11 directors, advisory vote on executive compensation, ratification of KPMG LLP as auditor, and a shareholder proposal on excessive golden parachutes.

• Board recommends FOR all director nominees, FOR executive compensation, FOR auditor ratification, and AGAINST the golden parachute proposal.

Board of directors and corporate governance

• Nine of 11 director nominees are independent; 44% of independent nominees are women, 22% ethnically diverse, and 22% veterans or born outside the U.S.

• Board held seven meetings in 2024; all directors attended at least 75% of meetings and the 2024 annual meeting.

• Board leadership combines CEO/Chair and a lead independent director; all key committees are fully independent.

• Board and committees conduct annual evaluations and maintain active stockholder engagement, including 75 investor meetings in 2024.