Dina Dublon
About Dina Dublon
Dina Dublon (age 71) is an independent director of T. Rowe Price Group, Inc. (TROW) since 2019 and serves on the Audit Committee and the Executive Compensation & Management Development Committee. She is the former EVP and CFO of JPMorgan Chase & Co. (1998–2004) and holds a B.A. in economics and mathematics from Hebrew University of Jerusalem and an M.S. from Carnegie Mellon University. Her background includes extensive governance experience at global companies and she is designated by TROW’s Board as meeting the SEC “audit committee financial expert” criteria through her qualifications and prior service leading audit committees.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JPMorgan Chase & Co. | EVP & Chief Financial Officer | 1998–2004 | Previously corporate treasurer; MD, Financial Institutions Division; Head of Asset Liability Management. Drove finance, capital, and risk oversight at a global bank. |
| Accenture plc | Director | 2002–2017 | Board director; contributed to audit and governance perspectives at a global consulting firm. |
| Deutsche Bank AG | Director | 2013–2018 | Board director; exposure to global banking risk and compliance issues. |
| Microsoft Corporation | Director | 2005–2014 | Board director; large-cap tech governance and audit exposure. |
| Hartford Financial Services Group, Inc. | Director | 1999–2002 | Board director; U.S. insurance governance. |
| Motive Capital Corp. (SPAC) | Director | 2020–2022 | Audit chair experience in a listed SPAC context. |
| Motive Capital Corp. II (SPAC) | Director | 2021–2023 | Audit chair; transaction diligence and controls oversight. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PepsiCo, Inc. | Director | 2005–present | Member, Sustainability/DE&I/Public Policy and Compensation Committees; prior Audit Chair. Deep consumer, global audit/comp governance exposure. |
| EY USA Independent Audit Quality Committee | Member | 2020–present | Independent oversight of audit quality; enhances audit expertise brought to TROW. |
| Columbia University Mailman School of Public Health | Chair, Board of Advisors | Ongoing | Public health governance; stakeholder and ESG perspective. |
| Hastings Center; Westchester Land Trust | Board roles | Ongoing | Non-profit governance and sustainability perspective. |
Board Governance
- Independence: TROW’s Board determined all non-employee directors except the CEO/management directors are independent; this includes Ms. Dublon.
- Committees: Audit; Executive Compensation & Management Development. Audit met 7x in 2024; Comp met 7x in 2024.
- Attendance/Engagement: Board held 7 meetings in 2024; each director attended at least 75% of Board/committee meetings of which they were a member; independent directors met in executive session at all seven Board meetings; all directors attended the 2024 annual meeting.
- Audit Committee “financial expert” determination: All members (including Dublon) meet SEC criteria; reinforces financial reporting oversight capability.
- Lead Independent Director structure provides independent leadership; key duties include agenda approval, executive sessions, and shareholder liaison.
- Interlocks/Conflicts: Compensation Committee disclosed no interlocks or related party transactions involving its members in 2024.
Fixed Compensation
| Component (Non-Employee Directors) | 2024 Policy Detail | Source |
|---|---|---|
| Annual retainer (cash) | $100,000 | |
| Non-executive chair fee | $150,000 | |
| Lead director fee | $15,000 | |
| Committee meeting fee | $1,500 per meeting | |
| Audit: chair/member fees | $20,000 chair; $5,000 member | |
| Comp Committee chair fee | $10,000 | |
| Nominating chair fee | $10,000 | |
| Foundation match | Up to $10,000 | |
| Program mix target | ~40% cash / 60% equity over time |
| Dina Dublon – 2024 Director Pay | Amount | Source |
|---|---|---|
| Fees earned/paid in cash | $126,000 | |
| Stock awards (fair value) | $243,300 | |
| All other compensation (foundation match) | $10,000 | |
| Total | $379,300 |
Notes: Non-employee directors may defer fees into vested RSUs or to future years under the directors’ plans.
Performance Compensation
Directors receive full-value equity (RSAs/RSUs) with time-based vesting; no performance-conditions apply to director equity at TROW. RSAs/RSUs generally vest on the earlier of one year post grant or the day before the next annual meeting; dividend equivalents accrue on RSUs; change in control accelerates vesting; RSUs settle at separation.
| Dina Dublon – 2024 Equity Grants | Grant Date | Instrument | Quantity | Grant-Date Fair Value | Source | |---|---|---:|---:|---| | 2024 annual grant | 5/8/2024 | Restricted Shares | 1,794 | $200,013 | | | Quarterly dividend-equivalent RSUs | 3/28/2024 | RSUs | 87 | $10,652 | | | | 6/27/2024 | RSUs | 93 | $10,760 | | | | 9/27/2024 | RSUs | 99 | $10,876 | | | | 12/27/2024 | RSUs | 95 | $10,999 | |
Other Directorships & Interlocks
| Company | Status | Committees/Notes |
|---|---|---|
| PepsiCo, Inc. | Current Director (since 2005) | Member of Sustainability/DE&I/Public Policy and Compensation Committees; previously Audit Chair. |
| Accenture plc | Former Director (2002–2017) | Governance/strategy oversight at a global consulting firm. |
| Deutsche Bank AG | Former Director (2013–2018) | Global banking risk/governance. |
| Microsoft Corporation | Former Director (2005–2014) | Large-cap tech governance. |
| Hartford Financial Services Group, Inc. | Former Director (1999–2002) | Insurance governance. |
| Motive Capital Corp. / II (SPACs) | Former Director (2020–2022; 2021–2023) | Audit Chair experience in SPAC context. |
- TROW Compensation Committee reported no interlocks or disclosable related-party transactions involving its members during 2024.
Expertise & Qualifications
- Finance and Audit: Former CFO of JPMorgan; audit committee leadership at PepsiCo and SPACs; recognized by TROW as meeting SEC “audit committee financial expert” criteria.
- Capital markets/M&A/global markets; financial reporting and corporate finance; investment management sector expertise.
- TROW’s skills matrix indicates Ms. Dublon brings executive leadership, financial management, investment management, international, technology, and strategy expertise.
Equity Ownership
| Ownership/Equity Status (12/31/2024) | Amount | Source |
|---|---|---|
| Unvested stock awards (RSAs) | 1,794 | |
| Unvested RSUs | — | |
| Vested RSUs | 8,965 | |
| Unexercised options | — | |
| Director ownership guideline | 5x annual cash retainer for directors joining in 2017 or later | |
| Compliance with guideline | All TROW directors have achieved and maintain ownership goal | |
| Hedging/shorting policy | Prohibits short sales, options on company stock, and hedging by directors/employees |
Note: Total beneficial ownership (direct/indirect) by individual is disclosed in the proxy’s security ownership section; the proxy shows unvested/vested award balances above for Ms. Dublon and confirms all directors meet ownership guidelines.
Governance Assessment
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Strengths for investor confidence:
- Independence and deep audit/finance credentials; designated audit committee financial expert; service on Audit and Compensation committees at TROW supports board effectiveness.
- Strong engagement: Board/committee attendance thresholds met; independent executive sessions at all Board meetings in 2024.
- Ownership alignment: Policy targets 5x retainer; all directors are in compliance; equity grants are meaningful and time-based, with RSUs settling at separation to promote long-term alignment.
- No Compensation Committee interlocks or related party transactions reported for 2024; reduces conflict risk.
-
Potential watch items:
- Multi-board commitments (e.g., long-tenured PepsiCo directorship plus other roles) require continued monitoring for time/attention, though TROW reports adequate attendance.
- Combined Chair/CEO structure at TROW mitigated by a well-empowered Lead Independent Director and fully independent key committees.
Overall: Ms. Dublon’s profile—former Fortune 100 CFO, seasoned audit chair, and current PepsiCo director—enhances TROW’s oversight of financial reporting, risk, and compensation. Her independence, ownership compliance, and committee expertise support board effectiveness with low observable conflict risk based on 2024 disclosures.