Alan Wilson
Lead Independent Director at TROW
Board
About Alan D. Wilson
Alan D. Wilson (age 67) is T. Rowe Price Group’s Lead Independent Director, serving on the Board since 2015. He is a retired Executive Chairman of McCormick & Company, Inc., where he also served as Chairman, President, and CEO from 2008–2016. He holds a B.S. in communications from the University of Tennessee and previously served as a U.S. Army captain with tours in the U.S., U.K., and Germany. At TROW, he is Lead Independent Director and a member of the Executive, Executive Compensation & Management Development, and Nominating & Corporate Governance Committees.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McCormick & Company, Inc. | Executive Chairman; Chairman, President & CEO | Chairman/President/CEO 2008–2016; Executive Chairman (dates not disclosed) | Led a publicly traded multinational; general management, strategic leadership, and financial oversight experience cited by TROW Board |
| U.S. Army | Captain | Following college (dates not disclosed) | Tours in the U.S., U.K., and Germany |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Smurfit Westrock Company | Director | Current | Compensation and Nominating & Corporate Governance Committees |
| University of Tennessee Foundation | Chair | Current | Governance/advancement oversight (function implied by role) |
| University of Tennessee Business School | Advisory Board Member | Current | Business school advisory activities |
Board Governance
- Independence and tenure: Independent director since 2015; the Board has determined that all non-employee directors except Messrs. Sharps and August are independent under NASDAQ standards. The Board currently presents 11 nominees, 9 of whom are independent.
- Lead Independent Director role: Wilson chairs Board meetings when the Chair is absent; approves agendas and schedules; oversees materials; calls and chairs executive sessions of independent directors; acts as liaison with management; works with the Nominating & Corporate Governance Chair on nominations/committee design; conducts one-on-one interviews as part of the annual Board/committee evaluation; engages with stockholders as Board representative.
- Committee assignments (2024 activity shown where disclosed): Executive Committee (member); Executive Compensation & Management Development Committee (member; 7 meetings in 2024); Nominating & Corporate Governance Committee (member; 5 meetings in 2024).
- Attendance and engagement: The Board held seven meetings in 2024; each director attended at least 75% of the combined Board and committee meetings; independent directors met in executive session at all seven Board meetings; all directors attended the 2024 annual meeting.
- Code/policies: Company policies prohibit directors/employees from short sales, purchasing options on Company stock, and hedging transactions; related-person transactions are reviewed/approved by the Audit Committee under a written policy.
- Board evaluations: Annual anonymous questionnaires plus interviews conducted by the Lead Independent Director; results reviewed by Nominating & Corporate Governance and the full Board.
Fixed Compensation
Program design for non-employee directors (no changes in 2024): $100,000 annual retainer; $15,000 Lead Director fee; $1,500 per committee meeting; $20,000 Audit Chair and $5,000 per Audit member; $10,000 for each of Compensation Chair and Nominating & Corporate Governance Chair. Directors may defer cash fees to RSUs; annual equity grant of $200,000 in RSAs or RSUs.
2024 compensation received by Alan D. Wilson:
| Component | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $0 | Wilson elected to defer 2024 director fees into vested RSUs |
| Stock Awards | $484,362 | Includes $200,013 annual equity and RSUs from fee deferrals and dividend equivalents |
| All Other Compensation | $0 | — |
| Total | $484,362 | — |
Key structural terms:
- RSUs settle in stock (cash for fractional shares) upon Board separation; dividend equivalents accrue as additional RSUs.
- Director equity vests at the earlier of one year, the day before the next annual meeting, death/disability, or change in control; all outstanding director awards accelerate upon change in control.
Performance Compensation
- Directors do not receive performance-based cash bonuses; equity is time-based (not tied to operational/TSR metrics).
- Wilson’s 2024 RSU grant and deferrals:
| Grant Date | Instrument | Units | Grant Date Fair Value |
|---|---|---|---|
| 05/08/2024 | Annual RSU grant | 1,794 | $200,013 |
| 03/28/2024 | Deferred fee RSUs | 289 | $35,194 |
| 06/27/2024 | Deferred fee RSUs | 327 | $37,777 |
| 06/28/2024 | Deferred fee RSUs | 577 | $66,534 |
| 09/27/2024 | Deferred fee RSUs | 355 | $38,898 |
| 12/27/2024 | Deferred fee RSUs | 340 | $39,338 |
| 12/30/2024 | Deferred fee RSUs | 585 | $66,608 |
Vesting mechanics for director awards: one-year time-based vesting (or earlier upon the events described above).
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| Smurfit Westrock Company | Director | Compensation; Nominating & Corporate Governance | No compensation committee interlocks disclosed for TROW in 2024; no member of TROW’s Compensation Committee (including Wilson) was an officer/employee of TROW or party to disclosable related-party transactions; no reciprocal executive/comp committee service with TROW executives. |
Expertise & Qualifications
- Board skills matrix: Executive leadership; investment management industry; technology; strategy formation/execution (as identified areas where the Board relies on his expertise).
- TROW highlights Wilson’s significant executive management experience leading a public multinational, contributing general management, strategic leadership, and financial perspectives.
Equity Ownership
| Category (as of 12/31/2024 unless noted) | Amount |
|---|---|
| Beneficial Ownership (record date 03/03/2025) | 30,796 shares/RSUs; <1% of class |
| Vested RSUs (settle upon separation) | 30,796 |
| Unvested RSUs | 1,853 |
| Unvested Stock Awards (RSAs) | — (none shown) |
| Shares Pledged as Collateral | None disclosed for Wilson (contrast: pledge disclosure applies to another director) |
Ownership/retention guidelines:
- Pre-2017 directors must hold ≥3x annual cash retainer within five years; directors joining in 2017 or later must hold ≥5x. All directors have achieved and maintain required ownership as of the proxy date.
Insider filings:
- Section 16(a) compliance: the company believes all filing requirements were met in 2024 (no delinquencies disclosed).
Governance Assessment
Key findings for investors:
- Strong independent leadership: Wilson’s Lead Independent Director remit is robust (agenda-setting, executive sessions, evaluations, stockholder engagement), providing meaningful counterbalance to a combined Chair/CEO structure.
- Engagement and oversight: Board and committees met regularly (Board: 7; Compensation: 7; Nominating & Corporate Governance: 5), with independent executive sessions at every Board meeting and at least 75% attendance by each director.
- Pay alignment for directors: Cash/equity mix targets ~40%/60% over time; Wilson deferred all 2024 cash fees into RSUs, further aligning with shareholders; director equity is full-value, time-based, with change-of-control acceleration.
- Ownership alignment: Wilson meets director ownership guidelines; significant vested RSUs to be settled only upon Board separation support long-term alignment.
- Conflicts/related-party review: No related-party transactions involving Wilson disclosed; Audit Committee reviews any such transactions under a written policy.
- Market perception: 2024 Say-on-Pay support was ~94%, signaling broad investor confidence in TROW’s compensation governance framework (contextual to Board oversight; not director-specific).
Risk indicators and RED FLAGS:
- No red flags identified related to attendance, pledging, related-party transactions, or interlocks for Wilson. Company policies prohibit short sales/options/hedging by directors.
Notes on committee workload and influence:
- As a member of both the Compensation and Nominating & Corporate Governance Committees and the Executive Committee, and as Lead Independent Director, Wilson sits at the center of CEO evaluation/compensation oversight, succession planning, Board composition, and shareholder engagement—key levers for governance quality and investor confidence.