T Rowe Price : Corporate Governance Guidelines

Published: 2025-05-14 15:45:07 ET TROW

Published on 05/14/2025 at 15:45

The Board of Directors (the "Board") of T. Rowe Price Group, Inc. (the "Company") 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 to the communities where the Company operates. All are essential to a successful business.

An "independent director" is a person who is not an officer or employee of the Company or its subsidiaries, who is free from any relationship that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, and who otherwise meets the requirements set forth by Nasdaq, regulatory agencies, and any additional Board guidelines. A director will not be considered "independent" until the Board affirmatively determines that such director meets all applicable standards. The Board will review these determinations at least once each year.

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 to have a diverse and well-rounded Board and have the willingness and commitment to assume the responsibilities required of a director of the Company. The Nominating and Corporate Governance Committee will confer with the full Board as to the application of these criteria in connection with particular searches for new directors.

Without limiting the generality of the foregoing, and without suggesting that all of these skills and capabilities must be present at all times on the Board or that there may not be other skills and capabilities that may be of equal or greater relevance at a particular time, the following are examples of particular skills and capabilities that may be useful for the Board as a whole: investment and money management, general management and leadership, economics and economic policy, audit and accounting, finance and treasury functions, marketing, operations, technology and cyber-security, 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.

Committee, no director may serve on more than three other public-company boards (in addition to the Company's Board). In this regard, it is the Board's belief that whether it is appropriate for a director to serve on more than three other public-company boards will depend on the circumstances of each case, including whether the director also is a full-time executive with another organization.

This ownership guideline applies to the number of shares held by a director on the date his or her Company ownership interest has an aggregate value meeting the applicable ownership goal. Upon meeting the ownership goal, that number of shares becomes fixed and must be maintained until the end of the director's service on the Board. A director's ownership requirement thereafter will not change as a result of changes in his or her retainer fee or fluctuations in the Company's common stock price.

In addition the director is expected to retain "net gain shares" resulting from the exercise of stock options or the vesting of restricted stock granted under the

Company's Non-Employee Director Equity Plan. Net gain shares are the shares remaining after the payment of the (i) option exercise price and (ii) taxes owed with respect to the exercise of stock options or vesting event of restricted stock. All non-employee directors are expected to retain all shares of the Company's common stock, or at least net gain shares, until they retire from the Board.

Nothing in this Section 9 shall preclude transfers of equity instruments to trusts or similar entities for the benefit of a director, his or her spouse or family members.

The Nominating and Corporate Governance Committee will from time to time review these stock ownership guidelines and recommend any changes for Board consideration.

Lead the Board in fulfilling its duties and collaborate with the Lead Independent Director and committee chairs to assure the efficient and effective functioning of the Board.

Preside at meetings of the Board and at the annual meeting of stockholders.

Set the tone of a positive and respectful culture for the Board and foster open and constructive discussion and timely and effective decision making.

Establish the schedule of meetings of the Board in consultation with the Lead Independent Director to provide adequate time for full consideration of its business.

Establish the agenda for Board meetings in consultation with the Lead Independent Director and solicit input from the Board as to agenda topics.

Oversee the providing of timely and sufficient information to the Board to conduct its business and to monitor the strategy and performance of the Company.

Participate with the Nominating and Corporate Governance Committee and the Lead Independent Director in the recruitment of qualified director candidates and the design of the orientation program for new directors.

Assist the Nominating and Corporate Governance Committee in the annual assessment of the performance of the Board and its members.

Provide for appropriate management participation in Board meetings. Respond on behalf of the Board to inquiries from stockholders in consultation with the Lead Independent Director.

Serve with the Lead Independent Director as the public spokesperson for the Board.

Chair Board meetings at which the Chair is not present.

Develop topics of discussion for and chair the executive sessions of the independent directors.

Act as liaison between the independent directors and the Chair and the independent directors and management, as requested by the independent directors.

Be available for consultation with management.

Provide input on and approve final Board meeting agendas.

Approve Board meeting schedules to assure there will be sufficient time to properly address agenda items.

Oversee the information distributed in advance of Board meetings, including approval of the topics to be covered.

Be available to the general counsel to discuss and, as necessary, respond to stockholder communications to the Board in accordance with these Guidelines and the established policy entitled "Stockholder Communications with the Board of Directors" as amended from time to time by the Nominating and Corporate Governance Committee.

Call meetings of the independent directors.

Participate with the Nominating and Corporate Governance Committee and the Executive Compensation and Management Development Committee in senior officer succession planning.

Lead the independent directors in the annual setting of goals for the Chief Executive Officer and the annual performance review of the Chief Executive Officer and provide feedback from the performance review to the Executive Compensation and Management Development Committee for its compensation determinations for the Chief Executive Officer.

Together with the Chair and Chief Executive Officer, ensure the efficient and effective performance and functioning of the Board.

Participate with the Chair and Chief Executive Officer and the Nominating and Corporate Governance Committee in the identification and evaluation of director candidates.

Participate with the Chair and Chief Executive Officer and the Nominating and Corporate Governance Committee in the appointment of committee chairs and members.

Assist the Chair in the orientation of newly elected independent directors.

Be available as needed for consultation and direct communication with major stockholders.

Be available for communication on behalf of the Board with any regulators to discuss the appropriateness of the Board's oversight of management and the Company.

Serve as liaison and provide direction to any advisers and consultants retained by the independent directors.

3.2. Between Meetings. The Chair and Chief Executive Officer will keep directors advised of any significant developments between meetings.

3.3. Communications. Regular discussion between the directors and the Chief Executive Officer, and among directors, is encouraged. The Chief Executive

Officer should make full use of the Board's talents by conferring with directors about Company matters within the directors' areas of expertise.

productive use of directors' talents and improving the performance of the Board and its committees. As part of this evaluation, the Nominating and Corporate Governance Committee will review each director's continuation on the Board every year and, if appropriate, the Nominating and Corporate Governance Committee will recommend that a director step down from or not be renominated to the Board. The Nominating and Corporate Governance Committee will establish and monitor procedures by which the Board will conduct such evaluations. This initiative will be led by the Chair of the Nominating and Corporate Governance Committee, in consultation with the Chair and Lead Independent Director.

Chair (if an employee), Chief Executive Officer and President 10x base salary Other members of the Management Committee 5x base salary

Other Executive Officers 3x base salary

For purposes of the foregoing, Executive Officer has the meaning set forth in Rule 3b-7 and shall include an "officer" as defined in Rule 16a-1 of the Securities Exchange Act of 1934, as amended. Senior executives will be notified each year where they stand with regard to these guidelines. For purposes of these guidelines, unvested shares of restricted stock and stock units are counted, but unexercised stock options are not.

This ownership guideline applies to the number of shares held by a senior executive on the date his or her Company ownership interest has an aggregate value meeting the applicable ownership goal. Upon meeting the ownership goal, that number of shares becomes fixed and must be maintained until the individual no longer is subject to these guidelines. In the event of an increase in the base salary of a senior executive

or the assumption by a senior executive of a new position with a higher share ownership requirement, the senior executive will then have five years to reach the level established by the increase in base salary or new position.

(a) Audit, (b) Executive, (c) Executive Compensation and Management Development, and (d) Nominating and Corporate Governance. Each committee reviews its charter and activities annually, with the assistance of inside or outside counsel and advisers, as appropriate, to make certain that they are consistent with sound governance practices and legal requirements. From time to time the Board may establish new committees, or disband existing committees, if the Board deems such action to be appropriate; provided, however, that the Board will maintain compliance with Nasdaq and other applicable regulations.

by independent directors is generally beneficial to the Company, and contributes to healthy and collaborative Board engagement.

Last Reviewed and Approved - May 9, 2025

Disclaimer

T. Rowe Price Group Inc. published this content on May 14, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 14, 2025 at 19:44 UTC.