Allan Golston
Director at TROW
Board
About Allan Golston
Allan C. Golston was elected as an independent director of T. Rowe Price Group, Inc. on October 13, 2025, and appointed to the Audit Committee and the Executive Compensation and Management Development Committee. He serves as President of the United States Program at the Gates Foundation; previously, he was Interim Executive Director of the Global Health Program and Chief Financial and Administrative Officer, and earlier held finance leadership roles at Swedish Health System and University of Colorado Hospital; he began his career as an auditor with KPMG (1989–1991). He holds a B.S. in Accounting (University of Colorado) and an M.B.A. (Seattle University). His independence under NASDAQ rules was affirmed by the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gates Foundation | President, U.S. Program; Interim Executive Director, Global Health; CFO/CAO | CFO/CAO (2000–2006); Interim Global Health (2005–2006); President (since 2006) | Led large-scale U.S. education and health initiatives; senior financial governance |
| Swedish Health System | Finance Executive | Prior to 2000 (years not disclosed) | Led finance divisions |
| University of Colorado Hospital | Finance Executive | Prior to 2000 (years not disclosed) | Led finance divisions |
| KPMG | Auditor | 1989–1991 | External audit experience |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Harley-Davidson | Director | Current | Chair—Nominating & Corporate Governance; Member—Audit & Finance |
| Stryker Corporation | Director | Jan 2011–May 2025 | Not specified in TROW filing |
Board Governance
- Committee assignments: Audit Committee; Executive Compensation and Management Development Committee .
- Independence: Board determined Golston is an “independent director” under NASDAQ, SEC rules, and TROW Corporate Governance Guidelines .
- Committee effectiveness context (Board-wide): Audit Committee met 7 times in 2024; all members independent and deemed “financial experts.” Compensation Committee met 7 times in 2024; composed entirely of independent directors. Nominating & Corporate Governance Committee met 5 times in 2024 and oversees director compensation and ESG .
Fixed Compensation
- Director program structure (Board-wide): Target mix ~40% cash / 60% equity; annual cash retainer $100,000; $1,500 per committee meeting; chair fees: Audit ($20,000 chair; $5,000 members); Compensation chair ($10,000); Nominating & Corporate Governance chair ($10,000); Lead Director ($15,000). Foundation gift match up to $10,000; expense reimbursements per policy .
- Equity program (Board-wide): Under 2017 Director Plan—initial grant (RSAs or RSUs) valued at $300,000 for newly elected directors (vests after one year); annual grants valued at $200,000 thereafter. RSUs settle in shares upon separation; dividend equivalents accrue on RSUs; change-in-control accelerates vesting .
- Golston-specific initial equity recorded: Form 4 shows an award/acquisition of 2,859 shares of common stock on October 28, 2025; post-transaction beneficial ownership 2,859 shares (direct) .
Performance Compensation
- Directors at TROW do not have performance-based incentive metrics; equity awards are time-based under the 2017 Director Plan .
| Performance Metric | Applies to Directors | Notes |
|---|---|---|
| Company operating margin vs peers | No | Used for NEO performance RSUs, not for director pay |
| TSR/stock price hurdles | No | Director RSUs/RSAs are time-based; no performance hurdles |
| Director Equity Grants and Vesting | Golston | Board-wide Plan Terms |
|---|---|---|
| Initial grant amount (value) | Not disclosed in 8-K; Form 4 shows 2,859 shares awarded 10/28/2025 | Initial grant $300,000 value; vests at 1 year from grant |
| Annual grant amount (value) | Not applicable for 2025 (joined October) | Annual grant $200,000 value; vests by next annual meeting or 1 year |
Other Directorships & Interlocks
- External board service: Harley-Davidson (committee chair/member roles), prior Stryker. No related-party transactions disclosed in TROW’s compensatory interlock review, and Golston’s independence was affirmed on appointment .
- Potential interlocks: None identified with TROW’s suppliers/customers in filings; Audit Committee oversees related party transactions under Item 404 policy .
Expertise & Qualifications
- Financial management and audit literacy (former CFO/CAO; auditor at KPMG), large-scale program leadership (Gates Foundation), governance expertise (chairs nom/gov at Harley-Davidson), and public company board experience .
Equity Ownership
| Item | Amount | Source |
|---|---|---|
| Initial statement of beneficial ownership (Form 3) | 0 shares as of 10/13/2025 | |
| Post-award beneficial ownership (Form 4) | 2,859 shares as of 10/28/2025 | |
| Ownership as % of shares outstanding | ~0.0013% (2,859 ÷ 222,242,394 shares eligible to vote as of 3/3/2025) | |
| Pledging/Hedging | TROW prohibits short-sales, options, or hedging by directors | |
| Ownership guidelines | 5× annual cash retainer within 5 years for directors joining in/after 2017 |
Director Compensation Details (2024 Board-Wide Reference)
| Component | Amount/Terms | Source |
|---|---|---|
| Annual cash retainer | $100,000 | |
| Committee meeting fee | $1,500 per meeting | |
| Lead Director fee | $15,000 | |
| Audit Chair / Member fee | $20,000 / $5,000 | |
| Compensation Chair fee | $10,000 | |
| Nominating & Gov Chair fee | $10,000 | |
| Initial equity grant (new director) | $300,000 RSAs/RSUs; vests in 1 year | |
| Annual equity grant | $200,000 RSAs/RSUs; standard vesting per plan |
Insider Trades and Ownership Filings
| Filing | Date (Filing/Txn) | Type | Securities Transacted | Post-Transaction Owned | URL |
|---|---|---|---|---|---|
| Form 3 | Filed 10/16/2025 (event 10/13/2025) | Initial Statement | — | 0 | |
| Form 4 | Filed 10/29/2025 (txn 10/28/2025) | Award/Grant | 2,859 shares (A) | 2,859 (D) |
Say-on-Pay & Shareholder Feedback (Context)
- 2025 Annual Meeting results: Say-on-Pay received 146,275,657 “For” vs 18,174,594 “Against” (Broker non-votes 25,626,683), indicating strong shareholder support for executive compensation program .
Governance Assessment
- Strengths:
- Independence and committee assignments in financially material oversight areas (Audit; Compensation) bolster board effectiveness .
- Robust director compensation framework with significant equity component and ownership guidelines supports alignment, while prohibitions on hedging enhance investor confidence .
- Transparent appointment disclosure with defined roles and confirmation of independence .
- Watch items:
- New director with small initial ownership (2,859 shares, ~0.0013%); expected to build stake to 5× retainer within 5 years per guidelines .
- External board service at Harley-Davidson: no related-party transactions disclosed; Audit Committee maintains oversight for any future related-person matters .
- RED FLAGS: None identified in filings to date (no pledging/hedging; independence affirmed; no disclosed related-party transactions or attendance issues for Golston).
Sources
- Appointment and committees, background, independence determination: TROW Form 8-K (Item 5.02) dated Oct 16, 2025 ; press release .
- Director compensation program and governance policies: 2025 DEF 14A ; committee activity and charters .
- Ownership/insider filings: SEC Form 3 and Form 4 for Allan C. Golston .
- 2025 Annual Meeting vote outcomes: TROW Form 8-K (Item 5.07) dated May 12, 2025 .