Mark Bartlett
Director at TROW
Board
About Mark S. Bartlett
Mark S. Bartlett (age 74) is an independent director of T. Rowe Price Group, Inc. since 2013; he is a retired Ernst & Young partner who served as managing partner of the Baltimore office and senior client service partner for the mid-Atlantic region (career at EY from 1972–2012). He holds a B.S. in accounting from West Virginia University, completed the Executive Program at Northwestern’s Kellogg School, and is a certified public accountant. At TROW, he chairs the Audit Committee and serves on the Executive Compensation and Management Development Committee. He is designated an SEC “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young | Partner; Managing Partner (Baltimore); Senior Client Service Partner (Mid-Atlantic) | 1972–2012 | Extensive accounting/SEC reporting expertise; M&A and financing experience |
| T. Rowe Price Group | Independent Director | 2013–present | Audit Committee Chair; Executive Compensation & Management Development Committee member; SEC “financial expert” |
External Roles
| Organization | Role | Committee Roles |
|---|---|---|
| WillScot Mobile Mini Holdings Corp. | Director | Audit Committee Chair; Compensation Committee member |
| FTI Consulting, Inc. | Director | Audit Committee member |
| Zurn Elkay Water Solutions Corp. | Director; Lead Independent Director | Audit Committee member |
Board Governance
- Independence: The Board determined all nominees other than Messrs. Sharps, Stromberg, and August are independent under NASDAQ rules; Bartlett is listed as an independent director.
- Committee leadership: Audit Committee Chair since 2015; continuous chairmanship retained per Board’s rotation policy review.
- Committee memberships: Audit (Chair); Executive Compensation and Management Development (member).
- Attendance/engagement: The Board held seven meetings in 2024; each director attended at least 75% of combined Board and committee meetings. Independent directors met in executive session at all seven Board meetings; all nominees attended the 2024 annual meeting.
- Audit Committee cadence: Audit Committee met seven times in 2024; its 2024 report was signed by Bartlett as Chair, evidencing active oversight of financial reporting, internal controls, auditor independence, and broader risk areas including cybersecurity.
Fixed Compensation
| Component (2024) | Program Terms | Amount (Bartlett, 2024) |
|---|---|---|
| Annual cash retainer | $100,000 for all non‑employee directors | Included in cash fees |
| Committee meeting fees | $1,500 per committee meeting | Included in cash fees |
| Audit Committee Chair fee | $20,000 | Included in cash fees |
| Audit Committee member fee | $5,000 (members) | N/A to Bartlett (he is Chair) |
| Lead Director fee | $15,000 | N/A to Bartlett |
| Compensation Committee Chair fee | $10,000 | N/A to Bartlett |
| Nominating & Governance Chair fee | $10,000 | N/A to Bartlett |
| Charitable match | Up to $10,000 via T. Rowe Price Foundation | $10,000 shown as “All Other Compensation” |
| Fees earned or paid in cash (total) | Aggregate of above for Bartlett | $141,000 |
Performance Compensation
| Element | Structure | 2024 Detail |
|---|---|---|
| Annual equity grant | RSAs or RSUs at director election; $200,000 grant date value; vests by the earlier of one year after grant, day before next Annual Meeting, death/disability, or change in control | Bartlett received 1,794 restricted shares on 5/8/2024 (grant date fair value $200,013) |
| Initial new‑director grant | RSAs or RSUs $300,000, vests after one year | Not applicable in 2024 (Bartlett joined in 2013) |
| Performance metrics | None for director grants; director equity is full‑value time‑vested awards; RSUs accrue dividend equivalents (subject to same vesting) | Directors do not have performance‑based metrics in compensation; change‑in‑control accelerates vesting per plan |
Other Directorships & Interlocks
| Company | Sector Relevance to TROW | Potential Interlock/Conflict Notes |
|---|---|---|
| WillScot Mobile Mini Holdings Corp. | Industrial services; not an asset management competitor | No related‑party transactions disclosed involving Bartlett; committee members had no disclosable related‑party transactions in 2024 |
| FTI Consulting, Inc. | Professional services; consulting | No related‑party transactions disclosed involving Bartlett |
| Zurn Elkay Water Solutions Corp. | Industrial manufacturing; water solutions | No related‑party transactions disclosed involving Bartlett |
Expertise & Qualifications
- SEC and GAAP expertise: 28 years as EY audit partner; SEC audit committee financial expert designation.
- Finance/M&A: Broad experience across financing alternatives (securities, debt offerings, syndications) and M&A.
- Strategy/Regulatory: Identified Board skills in strategy formation/execution and government/regulatory.
Equity Ownership
| Ownership Element | Detail |
|---|---|
| Total beneficial ownership (as of March 3, 2025) | 31,207 shares; includes 1,794 unvested restricted stock awards; less than 1% of class |
| Unvested RSAs | 1,794 |
| Vested RSUs (deferred) | None listed for Bartlett |
| Options | None listed for Bartlett |
| Pledging/Hedging | Company policy prohibits short sales, options on Company stock, and hedging by directors and employees |
| Ownership guidelines | Directors who joined in 2017+ must hold 5x annual cash retainer; all directors have met and maintain the ownership goal |
Fixed vs. Equity Mix (Program Context)
- Non‑employee director compensation target mix: approximately 40% cash and 60% equity over time; directors may defer fees into vested RSUs.
Governance Assessment
- Strengths: Long‑tenured audit chair with SEC “financial expert” status; robust Audit Committee cadence (7 meetings) and signed oversight report; Board held 7 meetings with independent‑director executive sessions at each; strong director ownership compliance; prohibitions on hedging/shorts; no related‑party transactions involving Compensation Committee members (including Bartlett). These factors support audit quality and investor confidence.
- Considerations: Bartlett’s continuous Audit Chair role since 2015 provides continuity but limits rotation; Board’s combined Chair/CEO structure remains in place, mitigated by a well‑empowered Lead Independent Director and independent committees. Monitor committee leadership rotation and continued independent oversight.
- Shareholder feedback: 2024 say‑on‑pay received ~94% support, indicating broad support for compensation governance; continued investor engagement highlighted.
Related‑Party Transactions & Conflicts
- Policy oversight: Audit Committee reviews all Item 404(a) related‑person transactions; approval required prior to initiation or modification, with annual reapproval if continuing.
- Disclosures: No Compensation Committee member (including Bartlett) was party to any disclosable related‑party transaction in 2024.
Director Compensation – Bartlett (2024)
| Metric | Amount |
|---|---|
| Fees earned or paid in cash | $141,000 |
| Stock awards (grant date fair value) | $200,013 |
| All other compensation (charitable match) | $10,000 |
| Total | $351,013 |
| Equity grant detail | 1,794 restricted shares granted 5/8/2024; $200,013 fair value |
| Outstanding at 12/31/2024 | 1,794 unvested stock awards; no vested RSUs; no options |
Committee Assignments and Meetings
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Chair | 7 |
| Executive Compensation & Management Development | Member | 7 (committee met seven times) |
Attendance & Engagement
| Item | Disclosure |
|---|---|
| Board meetings held (2024) | 7 |
| Director attendance | Each director attended at least 75% of combined Board and committee meetings; all nominees attended 2024 Annual Meeting; independent directors held executive session at all seven meetings |
Say‑on‑Pay & Shareholder Feedback
| Item | Disclosure |
|---|---|
| 2024 Say‑on‑Pay | ~94% support for 2023 NEO compensation; Compensation Committee viewed outcome as supportive; ongoing investor engagement detailed in proxy |
Compensation Structure Notes (Directors)
- Annual equity grants are full‑value awards (RSAs/RSUs) with time‑based vesting; RSUs settle at separation and accrue dividend equivalents subject to vesting; director elections to defer fees into RSUs permitted.
- Change‑in‑control: Director awards accelerate vesting; RSUs may be settled in cash or shares at Board discretion.
Risk Indicators & Red Flags
- None disclosed involving Bartlett; hedging/shorting prohibited; Compensation Committee interlocks explicitly state no related‑party transactions among members in 2024. Maintain oversight of workload across Bartlett’s external boards.
Compensation Peer Group & Governance Environment (Context)
- Company peers for executive compensation reviewed; governance practices include independent compensation consultant, recoupment policies, and stock ownership guidelines for executives. While director‑specific metrics are not performance‑based, overall governance practices support alignment.
Notes on Insider Trading
- The proxy presents beneficial ownership but does not include Form 4 transaction detail; no pledging disclosed for Bartlett (policy prohibits hedging/shorts; pledging disclosure provided for another executive as context). If you want Form 4 activity for Bartlett, I can retrieve insider transactions separately.
Summary Implications
- Bartlett’s audit leadership and financial expertise are positives for Board effectiveness and audit quality; his equity ownership aligns incentives. No related‑party transactions involving him were disclosed. Continued monitoring of committee leadership rotation and workload from multiple external directorships is prudent for sustained independence and engagement.