Alan Wilson

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

External Roles

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:

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:

Vesting mechanics for director awards: one-year time-based vesting (or earlier upon the events described above).

Other Directorships & Interlocks

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

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.