Ramon Richards

About Ramon Richards

Ramon Richards is Head of Technology, Data, and Operations at T. Rowe Price (promoted from Chief Technology Officer), joining the firm’s Management Committee in Nov. 2025. He joined T. Rowe Price in Sept. 2023 as CTO after serving as EVP & Chief Information Officer at Fannie Mae, where he led software engineering, cybersecurity, enterprise data, and large-scale modernization programs. Education: MBA, Wharton; BS, Electrical Engineering (Georgia Tech); BS, Mathematics (Morehouse); Harvard Business School Executive Development. He is a member of the Enterprise Risk Management Committee and the Strategic Operating Committee and has been appointed to lead enterprise operations, digital platforms, and data strategy.

Company performance levers that drive senior executive pay and program design emphasize profitability and client outcomes. For 2024 CEO incentive determination, T. Rowe Price used quantitative metrics including Adjusted Operating Margin (37.4% vs. 31.8% target, “Exceptional”), Relative Investment Performance (51.6% vs. 55% target, “Below Expected”), and Relative Organic Growth (-3.0% vs. -3.1% target, “Expected”), complemented by qualitative scorecard categories in strategy/operations and talent/succession. These firm-level metrics frame incentive-setting for top leadership and help contextualize performance alignment for executive officers.

Past Roles

External Roles

Fixed Compensation

• Base salary structure: T. Rowe Price caps U.S. senior personnel salaries at $350,000, including NEOs, emphasizing a high mix of variable pay over fixed cash. While the proxy details NEOs, the firm-wide philosophy is to keep fixed cash modest relative to incentives.

• Annual cash incentive framework (AICP): The AICP sets a maximum bonus pool (not to exceed 5% of net operating income, adjusted) and allocates maximum payout percentages by NEO; actual awards reflect company performance vs. annual goals and individual contributions and are typically below the maximum. Illustrative 2024 NEO outcomes: CEO $9.5m (vs. $15.4m max), CFO $2.5m (vs. $7.7m max), Head of Global Equity $4.6m (vs. $9.0m max), Head of Global Investments/CIO $6.3m (vs. $12.9m max).

Performance Compensation

• Long-term equity structure: NEO long-term awards are generally split 50/50 between performance-based RSUs (PSUs) and time-based RSUs (RSUs). Time-based RSUs vest one-third per year over three years; PSUs have a three-year performance period with vesting of earned units 50% per year over the following two years. For the 2024 grant, the PSU performance period runs 1/1/2025–12/31/2027 (vesting scheduled to begin Dec. 2028), with dividends accrued on PSUs and paid only on earned units. Awards are issued under the 2020 Long-Term Incentive Plan.

• PSU metric design and thresholds (company-wide program for NEOs): Operating margin vs. an industry peer group average is the sole PSU metric; threshold-to-target schedules determine percent of target units earned.

• CEO 2024 incentive determination (context for performance alignment):
  | Metric | Weight | Target | Actual | Outcome | |---|---:|---:|---:|---| | Adjusted Operating Margin | 30% | 31.8% | 37.4% | Exceptional | | Relative Investment Performance | 25% | 55.0% exceeding | 51.6% | Below Expected | | Relative Organic Growth Rate | 15% | (3.1)% | (3.0)% | Expected | | Strategy/Operations (Scorecard) | 20% | — | — | Very Good | | Talent/Succession (Scorecard) | 10% | — | — | Very Good |

• Committee discretion and design philosophy: The Compensation Committee uses judgment to balance quantitative results with strategic execution, avoiding rigid formulas that could skew toward short-term outcomes; for 2024 CEO, 70% of incentive tied to quantitative measures and 30% to strategic goals, delivered ~50% in cash and ~50% in equity, with total CEO pay $19.4m.

Note: Individual compensation amounts for Mr. Richards are not disclosed in the 2025 proxy; however, as a Management Committee member and executive officer, he is generally subject to the firm’s annual cash incentive and long-term equity frameworks.

Equity Ownership & Alignment

• Stock ownership guidelines: Executives must attain ownership within five years based on a multiple of base salary—10x for Chair/CEO/President, 5x for Management Committee members, and 3x for remaining executive officers. Unvested RSUs count; unexercised options do not. Post-attainment, executives are expected to retain shares needed to maintain the guideline. As a Management Committee member, Richards would be subject to the 5x multiple.

• Clawback policies: The Board maintains a discretionary recoupment policy for material restatements within three years and adopted a Dodd-Frank mandatory “no-fault” recoupment for erroneously awarded incentive compensation following restatements, covering the prior three fiscal years.

• Hedging/shorting and pledging: The Code of Ethics prohibits short sales, options on Company stock, and hedging transactions by employees and directors. The proxy does not state a blanket prohibition on pledging; one executive (Mr. August) disclosed pledged shares in connection with the OHA acquisition.

• Beneficial ownership: The 2025 beneficial ownership table covers directors and NEOs only; Mr. Richards is not listed, and individual beneficial ownership for him is not disclosed in the proxy.

Employment Terms

• Change-in-control and vesting: Equity awards include double-trigger acceleration if awards are not assumed in a change-in-control and the executive is terminated without cause or resigns for good reason within 18 months; death or disability accelerates vesting. If awards are terminated in the deal, vesting accelerates prior to termination. Awards since 2018/2021 include retirement-type continued vesting based on age and service criteria.

• Severance: Other than the OHA CEO (Mr. August), there are no severance or post-employment cash agreements disclosed for NEOs; for Mr. August, severance is specified and subject to release and restrictive covenants. No separate severance program for other executives is disclosed.

• Deferred compensation: Senior officers may defer up to the lesser of 50% of annual cash incentive or $2 million into the Supplemental Savings Plan, with investment elections mirroring Company funds and elective payout timing.

• Insider trading controls: The Insider Trading Policies cover directors, officers, and employees and are designed to promote compliance with laws and NASDAQ standards.

Program Design Reference Points (Peer Group, Say‑on‑Pay)

• Compensation peer group (for all executives; expanded for CEO benchmarking): Affiliated Managers Group, AllianceBernstein, Ameriprise Financial, BlackRock, Charles Schwab, Franklin Resources, Invesco, Northern Trust, TIAA; CEO-only considerations include J.P. Morgan Asset Management, Morgan Stanley Asset Management, Goldman Sachs Asset Management.

• Say-on-pay support (historical context):
  | Year | Approval % | |---|---:| | 2023 | ~85% | | 2024 | ~94% |

Investment Implications

• Alignment and retention: Richards’ elevation to lead Technology, Data, and Operations and Management Committee membership signals strategic emphasis on technology-enabled efficiency, data strategy, and AI adoption—areas explicitly cited by the company. Ownership guidelines (5x salary for Management Committee) and long-dated equity structures (three-year PSU measurement plus two-year vesting) align senior leaders to multi-year value creation and can moderate short-term selling pressure, though individual holdings/vesting for Richards are not disclosed.

• Pay-for-performance linkage: The company ties top leadership incentives to profitability (operating margin), client investment results (relative performance), and organic growth, with qualitative scorecards for strategy/talent. This construct increases sensitivity of variable compensation to both market cycles and execution quality, which can be a positive for investors if targets remain rigorous.

• Risk controls and shareholder protections: Double-trigger vesting, robust clawbacks (including Dodd-Frank “no-fault”), prohibitions on hedging/shorting, and absence of broad-based severance arrangements (outside OHA contract) reduce governance risk and pay leakage in downside scenarios.

• Potential catalysts and risks: Technology modernization and integrated operations under Richards could support operating leverage if executed well; conversely, elevated tech/hosted solutions spend and transformation execution risk can pressure “Technology, occupancy, and facility costs,” which rose 11.7% YoY in Q3’25. Sustained improvements in operating margin versus peers are central to PSU value realization.

Disclosure gaps: Individual compensation, grants, ownership levels, pledging status, and vesting schedules for Ramon Richards are not disclosed in the 2025 proxy or current filings. Program and policy details cited above reflect firm-wide and NEO frameworks applicable to executive officers.