Jennifer Dardis
Chief Financial Officer and Treasurer at TROW
Executive
About Jennifer Dardis
Chief Financial Officer and Treasurer of T. Rowe Price Group since August 1, 2021; she joined the firm in 2006 and previously led Corporate Strategy (2016) and Finance (2021) before her appointment to CFO and to the Management Committee. At appointment she was 48; she has signed multiple earnings filings and presented investor updates alongside the CEO, indicating central responsibility for financial strategy, capital allocation, and communications . Company performance under her finance leadership includes AUM of $1.61T (+11.2% y/y), net revenue of ~$7.1B (+9.8% y/y), adjusted operating margin of 37.4%, and sustained strong multi‑period investment performance—a backdrop used by the Compensation Committee to size NEO awards and evaluate goal attainment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| T. Rowe Price Group | CFO & Treasurer; member, Management Committee | 2021–present | Leads finance and strategy; executed cost savings, modernized CFO group, ran earnings calls; key contributor on Management, Compensation & Development, Strategy and risk committees . |
| T. Rowe Price Group | Head of Finance | 2021 | Transitioned to CFO; optimized finance org structure to drive modernization and execution . |
| T. Rowe Price Group | Head of Corporate Strategy | 2016–2021 | Oversaw strategic priorities portfolio aimed at returning firm to organic growth over time . |
| T. Rowe Price Group | Vice President | 2010–present | Senior leadership; supports Board meetings and multiple management committees . |
| T. Rowe Price Group | Employee | 2006–present | Long-tenured leadership continuity . |
External Roles
Not disclosed in filings reviewed.
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $350,000 | $350,000 | $350,000 |
| All Other Compensation ($) | $88,104 | $91,603 | $92,779 |
2024 All Other Compensation breakdown:
- Retirement program contributions: $46,000
- Retirement program limit bonus: $5,063
- ESPP matching: $4,000
- Charitable match: $15,000
- Perquisites/other personal benefits: $22,716
Performance Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Non‑Equity Incentive (AICP) ($) | $2,300,000 | $2,175,000 | $2,500,000 |
| Stock Awards Grant Date Fair Value ($) | $1,350,160 | $1,275,175 | $1,650,168 |
AICP structure and 2024 determinations:
- Pool capped at 5% of adjusted net operating income; Compensation Committee establishes max individual shares and applies negative discretion versus maxima; Dardis 2024 maximum share $7.7M, actual payout $2.5M (+14.9% y/y) .
- NEO bonuses reflect firm financials, investment performance, distribution and technology execution, and individual contributions to strategy, governance, and talent .
2024 Long‑Term Equity Awards (split 50% performance‑based RSUs, 50% time‑based RSUs):
- Grant date/value/units: $1,650,168 total; 13,416 RSUs target (6,708 PSUs; 6,708 RSUs) granted Dec 4, 2024; fair value measured at market price; time‑based vests 33% Dec 2025/2026/2027; PSUs subject to three‑year performance then vest 50% in Dec 2028 and 50% in Dec 2029 if earned .
Performance RSU metric and thresholds:
| Metric | Weighting in LTI | Target | Thresholds | Vesting |
|---|---|---|---|---|
| Operating margin vs peer average (Affiliated Managers Group, AB, BlackRock, Federated, Franklin, Janus Henderson, Invesco) | 50% of LTI | 100% of industry average to earn full target | 100%→100%; 90–99%→90%; … <50%→0% | If earned, 50% vests Dec 2028 and 50% Dec 2029 |
Time‑based RSU vesting:
- 33⅓% per year starting Dec 2025 for 2024 grant; remaining earlier grants follow footnote schedules below .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 20,627 shares; <1% of class . |
| Outstanding equity awards (12/31/24) | Unvested time‑based RSUs: 653 (2020), 4,227 (2023), 6,708 (2024); market values reported. Earned performance‑based RSUs: 2,939 (2021 award, 50% vest in Dec 2025 & Dec 2026). Unearned performance‑based RSUs: 5,564 (2023 perf.), 6,341 (2024 perf.), 6,708 (2025 perf.)—subject to operating margin vs peers . |
| Options | None outstanding for Dardis . |
| Ownership guidelines | As Management Committee member, expected to hold 5× base salary; all NEOs have satisfied applicable multiples . |
| Hedging/pledging | Prohibits short sales, options, and hedging contracts on Company stock; no pledging disclosed for Dardis (pledge disclosure appears only for Mr. August) . |
Vesting schedules (remaining):
| Award | Units | Performance Period | Vesting Dates |
|---|---|---|---|
| 2021 PSUs (earned 50%) [4a] | 2,939 | 1/1/2022–12/31/2024 | 50% on 12/10/2025; 50% on 12/10/2026 . |
| 2023 PSUs (target) [4b] | 5,564 | 1/1/2023–12/31/2025 | 50% on 12/10/2026; 50% on 12/10/2027 (if earned) . |
| 2024 PSUs (target) [4c] | 6,341 | 1/1/2024–12/31/2026 | 50% on 12/10/2027; 50% on 12/8/2028 (if earned) . |
| 2024 RSUs [5c] | 6,708 | — | 33% on 12/10/2025; 33% on 12/10/2026; 33% on 12/10/2027 . |
| 2023 RSUs [5b] | 4,227 | — | 50% on 12/10/2025; 50% on 12/10/2026 . |
| 2020 RSUs [5a] | 653 | — | 100% on 12/10/2025 (remaining tranche) . |
2024 vesting/realization:
- RSUs vested in 2024 (all NEOs): Dardis acquired 6,346 shares; net shares received after withholding: 3,278; value realized $784,302 .
Employment Terms
| Term | Disclosure |
|---|---|
| Appointment to CFO | Effective Aug 1, 2021; added to Management Committee . |
| Severance | No severance or post‑employment agreement for NEOs other than Mr. August . |
| Change‑in‑control treatment | Double‑trigger acceleration for awards granted under the 2020 LTIP; continued vesting provisions (age/service criteria) for awards granted on/after 12/11/2018 and updated 12/7/2021 . |
| Potential payout (CIC or death/disability) | Estimated $3,957,586 as of 12/31/2024 (accelerated RSU vesting); $0 on termination absent CIC . |
| Clawbacks | Board recoupment policy for material restatements within 3 years; Dodd‑Frank “no‑fault” recovery policy for erroneously awarded incentive‑based comp (since Oct 2, 2023) . |
| Insider trading policies | Prohibit short sales, options, hedges; annual training; filed as exhibit to 10‑K . |
Performance & Track Record
- Finance leadership highlights: managed expense growth with targeted savings to fund strategic priorities; executed quarterly earnings communications; optimized CFO group structure for modernization and efficient execution .
- Company results contextualizing CFO performance: AUM $1.61T; investment advisory fees $6.4B; net revenue ~$7.1B; strong balance sheet ($3.1B cash/discretionary investments; $10.3B stockholders’ equity); significant capital return ($1.5B in 2024; dividends $4.96/share; ~3.0M buybacks at $112.57 average) .
- Shareholder feedback: Say‑on‑pay approval ~94% in 2024; investors supportive of pay mix and transparency .
Compensation Structure Analysis
- Cash vs equity mix: Dardis’ 2024 comp $4.59M with 54% variable ($2.5M cash bonus; $1.65M equity), consistent with pay‑for‑performance design; base salary capped at $350k firm‑wide .
- Shift to PSUs: Long‑term awards split 50% PSUs and 50% RSUs, aligning payouts to relative operating margin vs peers and extending vesting to years 4–5 (greater performance tie‑in; defers realization) .
- Discretion: Committee uses qualitative and quantitative factors; applied negative discretion to AICP vs maxima for NEOs .
Equity Ownership & Alignment Table (Detail)
| Metric | Amount |
|---|---|
| Beneficial shares | 20,627; <1% of outstanding . |
| Unvested RSUs (time‑based) | 653 (2020); 4,227 (2023); 6,708 (2024) . |
| Performance RSUs earned | 2,939 (2021 award; 50% vest in 2025 & 2026) . |
| Performance RSUs outstanding (target) | 5,564 (2023); 6,341 (2024); 6,708 (2025) . |
| Options outstanding | None . |
| Ownership guideline and compliance | 5× salary (Management Committee); all NEOs meet guideline . |
| Hedging/pledging | Hedging/shorts prohibited; no pledging disclosed for Dardis . |
Say‑on‑Pay & Peer Group
- Say‑on‑pay: 94% approval at 2024 annual meeting .
- Compensation peer group (program benchmarking): Affiliated Managers Group, AllianceBernstein, Ameriprise, BlackRock, Charles Schwab, Franklin, Invesco, Northern Trust, TIAA; CEO-only peers include JPMAM, Morgan Stanley AM, GSAM .
- PSU peer set (operating margin comparisons): Affiliated Managers Group, AllianceBernstein, BlackRock, Federated, Franklin, Janus Henderson, Invesco .
Risk Indicators & Red Flags
- Clawbacks active; hedging prohibited; no excise tax gross‑ups; no repricing of equity awards without shareholder approval; no supplemental executive retirement plan; equity does not accelerate on retirement (reduces misalignment risk) .
- Pledging: Not disclosed for Dardis; pledge appears only for Mr. August in connection with OHA agreements (mitigates collateral risk for CFO) .
Investment Implications
- Near‑term insider supply: Multiple RSU tranches vest Dec 2025–Dec 2027; earned PSUs from 2021 vest in 2025–2026, and sizable 2024 RSUs vest 33% annually—expect potential sales around those windows, though ownership guidelines may constrain net dispositions .
- Alignment: High ownership multiple compliance, PSU design tied to relative operating margin, and strong clawbacks/anti‑hedging policies signal robust pay‑for‑performance and alignment with long‑term value creation .
- Retention risk: No individual severance for Dardis (other than standard award terms) reduces entrenchment but places greater emphasis on long‑term equity value; continued vesting provisions require age/service thresholds, moderating flight risk .
- Execution focus: CFO achievements in cost control, modernization, and strategy governance support durable margin profile (37.4% adjusted operating margin in 2024), enhancing the likelihood of PSU realization and stable capital return—constructive for equity holders .