Eileen Rominger

About Eileen P. Rominger

Independent director since 2021; currently Chair of the Nominating and Corporate Governance Committee and member of the Executive Compensation and Management Development Committee. Age 70. Education: B.A. in English (Fairfield University) and M.B.A. in Finance (University of Pennsylvania, Wharton). Prior roles include Director, SEC Division of Investment Management (2011–2012), Global CIO and Partner at Goldman Sachs Asset Management (2008–2011; Partner 2004–2011), and 18 years at Oppenheimer Capital as analyst and equity portfolio manager.

Past Roles

External Roles

Board Governance

• Independence: Board determined all non-employee directors (excluding Messrs. Sharps, Stromberg, and August) are independent under NASDAQ standards; Rominger is independent.
• Committee leadership: Chair, Nominating and Corporate Governance Committee since May 2024; member, Executive Compensation and Management Development Committee.
• Committee activity: Nominating and Corporate Governance met 5 times in 2024. Responsibilities include director nominations, board effectiveness reviews, independent director compensation, chair assignments, succession (including CEO), stockholder communications, ESG oversight, and political activities.
• Board engagement and attendance: Board held seven meetings in 2024; independent directors met in executive session at all seven; each director attended at least 75% of combined Board/committee meetings; all nominees attended the 2024 annual meeting.

Voting signals (investor confidence)

Fixed Compensation

• Director fee schedule (2024):
  • Annual retainer: $100,000 for all non-employee directors.
  • Meeting fee: $1,500 per committee meeting.
  • Lead director fee: $15,000.
  • Committee chair fees: Audit $20,000; Compensation $10,000; Nominating & Corporate Governance $10,000.
  • Non-executive chair fee: $150,000.
  • Charitable match: up to $10,000 via T. Rowe Price Foundation.

Performance Compensation

• Annual director equity grant: RSAs or RSUs with grant-date value of $200,000; initial new director grant $300,000 (one-year vest). Change-in-control accelerates vesting; RSU dividend equivalents accrue as additional RSUs subject to vesting.

Directors’ equity awards are time-based; no performance metrics apply to director equity grants under the 2017 Non‑Employee Director Equity Plan.

Other Directorships & Interlocks

• Compensation Committee interlocks: No member (including Rominger) was an officer/employee of TROW or party to any disclosable related party transaction; no reciprocal executive interlocks with other companies’ boards/comp committees.

Expertise & Qualifications

• Board skills matrix: Executive Leadership; Financial Management; Investment Management Industry; Strategy Formation/Execution; Marketing/Distribution; Government/Regulatory.
• Additional expertise cited in biography: Budget and fiscal responsibility; economic and regulatory policy; women’s issues.

Equity Ownership

• Stock ownership guidelines: For directors joining in 2017 or later, ownership goal is 5x annual cash retainer; all directors have achieved and maintain the goal.
• Hedging/shorting prohibition: Directors prohibited from short sales, purchasing options, or entering into hedging contracts/instruments on TROW stock.
• Pledging: No pledged shares disclosed for Rominger (pledge disclosure applies to Mr. August).

Governance Assessment

• Strengths:

  • Independent chair of Nominating & Corporate Governance overseeing board composition, evaluations, CEO succession, stockholder communications, and ESG/political activity policies.
  • Strong investor support: consistent say‑on‑pay approval (94% in 2024; robust “For” votes in 2025) and high vote totals for Rominger’s election in consecutive years.
  • Clear director ownership alignment via 5x retainer guideline; no hedging permitted; no pledging disclosed for Rominger.
  • No compensation committee interlocks or related‑party conflicts disclosed for committee members in 2024.

• Watch items:

  • Equity award change‑in‑control acceleration for directors (common practice but can be viewed as less favorable by some investors).
  • General meeting‑level attendance disclosed at ≥75% threshold; per‑director attendance percentages not disclosed.

• Related‑party oversight:

  • Audit Committee reviews and must pre‑approve any Item 404 related‑party transactions; policy emphasizes arm’s‑length terms. No Rominger‑specific related‑party transactions disclosed.

• Stockholder communications:

  • Formal process administered by General Counsel; Nominating & Corporate Governance Committee (chaired by Rominger) reviews summaries annually.

This profile indicates strong independence, sector-relevant expertise, high investor support, and alignment through ownership and anti-hedging policy, with limited conflict exposure and robust committee oversight structures.