Cynthia Smith
Director at TROW
Board
About Cynthia F. Smith
Independent director of T. Rowe Price Group since 2023; age 56. She is Senior Vice President for Regional Business and Distribution Development at MetLife, Inc. (since 2016; at MetLife since 1993). Education and credentials: B.A. in accounting (Aurora University), M.B.A. in IT (Benedictine University), Certified Management Accountant; executive management program at Smith College. Core credentials: deep financial management background, distribution/marketing expertise, and investment/insurance industry experience.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MetLife, Inc. | Senior VP, Regional Business & Distribution Development | 2016–present | Leads regional business and distribution strategy for a global financial services company |
| MetLife, Inc. | Multiple VP roles (Midwest national accounts; Southeast regional market sales; executive benefits sales; group insurance underwriting; strategic planning; service/operations/underwriting) | Various (prior to 2016) | Broad commercial, underwriting, and planning leadership across group benefits and institutional business |
| MetLife, Inc. | Finance roles including CFO of Sales & Service; Institutional Financial Planning Officer | Various (prior to 2016) | Financial leadership roles; budgeting and planning oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Versant Health (MetLife subsidiary) | Director | Not disclosed | Wholly owned subsidiary of MetLife |
| MetLife Legal Plans, Inc. (MetLife subsidiary) | Director | Not disclosed | Subsidiary of MetLife |
Board Governance
- Independence: Classified as an independent director; all members of the Audit and Compensation Committees are independent under NASDAQ standards.
- Committees: Audit Committee member; Executive Compensation & Management Development Committee member.
- Attendance and engagement: In 2024, the Board held 7 meetings (plus 1 unanimous written consent); each director attended at least 75% of the combined Board/committee meetings. Independent directors met in executive session at each regular Board meeting.
- Committee activity levels (2024): Audit (7 meetings; Smith member); Compensation (7 meetings; Smith member); Nominating & Corporate Governance (5 meetings).
- Skills matrix indicators for Smith: Executive leadership, financial management, strategy formation/execution, and marketing/distribution.
- Related party oversight: Audit Committee reviews and must pre-approve any related-person transactions; no disclosable related-party transactions involving MetLife/Smith are disclosed.
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Annual cash fees (earned) | $49,750 | $124,500 | Reflects annual retainer ($100,000), committee meeting fees ($1,500/meeting), and applicable committee member fees; 2023 likely partial-year service; program unchanged in 2024. |
| Stock awards (grant-date fair value) | $300,061 | $206,760 | Initial new-director equity award targeted at $300,000 (one-year vest); annual continuing director grant targeted at $200,000 post-Annual Meeting. |
| All other compensation | $0 | $0 | Charitable match available up to $10,000; none reported for Smith in 2023 or 2024. |
| Total | $349,811 | $331,260 | 2024 total reflects full-year director cadence vs. initial grant year in 2023. |
Program details:
- Cash: $100,000 annual retainer; $1,500 per committee meeting; additional fees for roles (Audit Chair $20,000; Audit members $5,000; Lead Director $15,000; Comp Chair $10,000; Nominating Chair $10,000). No changes to non-employee director compensation program in 2024.
- Equity: Initial grant on joining (director election) valued at $300,000 (RSAs or RSUs at director’s election) vests in one year; annual grant thereafter valued at $200,000 (RSAs/RSUs) on the first business day after the Annual Meeting; unvested awards accelerate upon change in control; RSUs settle on separation; dividend equivalents accrue on RSUs and are subject to the same vesting.
Performance Compensation
- Non-employee director pay at TROW has no performance-based incentive components; equity awards are time-based RSAs/RSUs with one-year vesting; no PSU/option metrics for directors.
- Plan mechanics (directors): dividend equivalents on RSUs; settlement at separation; change-in-control acceleration; ability to defer cash fees into vested RSUs (separate from RSA/RSU awards). In 2024, certain directors (Donnelly, MacLellan, Stevens, Wilson, Wijnberg) elected RSU deferral; Smith is not listed among deferrers.
| Feature | Specification |
|---|---|
| Equity instrument | RSAs or RSUs at director’s election; full-value awards |
| Initial grant value | $300,000 (one-year vest) |
| Annual grant value | $200,000 (post-Annual Meeting) |
| Vesting & settlement | Vests after 1 year; RSUs settle on separation; dividend equivalents accrue |
| Change-in-control | Unvested awards accelerate; RSUs settled in cash or shares at Board discretion |
| Fee deferral option | Cash fees may be deferred to vested RSUs under the 2017 Director Plan |
Other Directorships & Interlocks
| Company | Role | Public/Private | Potential Interlock/Conflict |
|---|---|---|---|
| Versant Health | Director | Private (MetLife subsidiary) | No TROW related-party transaction disclosed; Audit Committee oversees any such transactions per policy. |
| MetLife Legal Plans, Inc. | Director | Private (MetLife subsidiary) | No TROW related-party transaction disclosed; oversight as above. |
Expertise & Qualifications
- Degrees/certifications: B.A. Accounting (Aurora University); M.B.A. IT (Benedictine University); Certified Management Accountant; executive management program at Smith College.
- Skillset emphasized by TROW Board skills matrix: Executive leadership; financial management; strategy formation/execution; marketing/distribution.
- Industry and functional experience: Deep distribution/channel expertise for investment/insurance products; extensive finance and planning leadership within a large financial services enterprise.
Equity Ownership
Ownership guidelines and status:
- Directors joining in/after 2017 must hold stock worth 5x the annual cash retainer; unvested RSAs and outstanding RSUs count; by 2025 all directors had achieved the guideline. In 2024, Ms. Smith (joined 2023) had additional time to reach the guideline.
Beneficial holdings and award status:
| Metric | 2024 | 2025 |
|---|---|---|
| Beneficial ownership (shares) | 2,478 | 2,478 |
| Percent of class | <1% | <1% |
| Unvested stock awards (RSAs) | 2,478 | – |
| Unvested RSUs | – | 1,853 |
| Vested RSUs | – | – |
| Source |
Notes:
- 2025 footnote indicates Smith’s beneficial ownership reflects only directly held shares; no pledging disclosed.
- Directors may hold vested RSUs that settle upon separation; Smith shows none vested as of the table dates.
Governance Assessment
- Board effectiveness and independence: Smith strengthens audit and compensation oversight as an independent member; both committees are fully independent. Attendance thresholds were met at the Board level in 2024, and committees were active (Audit and Compensation each met 7x). These are positive oversight signals.
- Alignment and incentives: Director pay mix targets a ~40% cash / 60% equity structure; Smith’s year-over-year pattern (initial $300k equity in 2023 to ~$200k in 2024) reflects standard onboarding-to-ongoing grant cadence. No performance-linked components reduce risk-taking but also limit explicit pay-for-performance levers for directors—consistent with governance norms.
- Ownership alignment: 5x retainer guideline for post-2017 directors; all directors, including Smith, had achieved the guideline by 2025, improving alignment with shareholders.
- Conflicts/related-party exposure: Despite her senior role at MetLife and service on MetLife subsidiaries’ boards, the proxy discloses no related-person transactions with Smith/MetLife; the Audit Committee’s pre-approval policy applies to any such transactions, mitigating conflict risk.
- RED FLAGS: None observed—no pledging/hedging disclosures, no attendance shortfalls identified, no related-party transactions with Smith, no discretionary anomalies in director compensation.
Overall, Smith brings distribution and finance depth to key oversight committees with clean independence and alignment indicators; risk of conflicts appears low under current disclosures and policy oversight.