Richard Verma
About Richard R. Verma
Richard R. Verma served as an independent, non‑employee director of T. Rowe Price Group (TROW) through March 3, 2023, when he resigned following his nomination by the U.S. President to serve as Deputy Secretary of State for Management and Resources; the resignation was not due to any disagreement with the company or management . While on the Board, he was covered by TROW’s independence framework (all non‑employee directors other than the CEO and OHA head are deemed independent) and the Board reported that each director met at least the 75% attendance threshold in 2022 and 2023 Board/committee meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| T. Rowe Price Group, Inc. | Independent Director (non‑employee) | Through Mar 3, 2023 | No committee assignments were listed for Mr. Verma in the 2022–2023 committee rosters . |
| U.S. Department of State | Nominee, Deputy Secretary of State for Management and Resources | Nominated Mar 2023 | Prompted board resignation; not related to a disagreement with TROW . |
External Roles
- Not disclosed in TROW’s 2022–2025 proxy statements for Mr. Verma; no other public company directorships or interlocks were listed for him in these filings. If any exist, they were not disclosed in the cited TROW documents – – –.
Board Governance
- Independence: TROW deems all non‑employee directors independent except the CEO and the OHA CEO; Mr. Verma served as a non‑employee director and thus fell under the independence determination framework .
- Attendance: The Board reported that each director satisfied at least 75% attendance of combined Board/committee meetings in 2022 and 2023 (Board held seven meetings in 2022 and six in 2023) .
- Committee assignments: Mr. Verma is not listed as a member of the Audit, Executive Compensation and Management Development, or Nominating and Corporate Governance Committees in 2022–2023 committee rosters .
Fixed Compensation
Director pay is a mix of cash and equity, targeted roughly 40%/60% over time. Standard fees included a $100,000 annual cash retainer, $1,500 per committee meeting, and additional retainers for leadership roles (e.g., Lead Independent Director, Audit Committee Chair). Directors may defer cash fees or take equity under the 2017 Non‑Employee Director Equity Plan .
| Year | Fees Earned or Paid in Cash | Stock Awards (FV) | All Other Compensation (T. Rowe Price Foundation match) | Total |
|---|---|---|---|---|
| 2022 | $120,083 | $245,565 | $9,000 | $374,648 |
| 2023 | $28,000 | $0 | $10,000 | $38,000 |
Notes:
- The large 2022 stock award reflects annual RSUs and incremental quarterly RSUs (from deferrals/dividend equivalents) as disclosed in the annual grants table .
- The low 2023 amounts reflect his March 3, 2023 resignation and partial‑year service .
Performance Compensation
TROW’s director equity is granted as full‑value awards (restricted shares or RSUs), with a standard annual grant of $200,000 (and a $300,000 initial grant for new directors), generally vesting after one year or by the day before the next annual meeting; change‑in‑control accelerates director awards per the plan. Directors receiving RSUs do not have voting rights until settlement and receive dividend equivalents as additional RSUs, subject to vesting .
Detailed 2022 equity grants to Mr. Verma:
| Grant Date | Restricted Shares (#) | RSUs (#) | Grant Date Fair Value |
|---|---|---|---|
| 3/30/2022 | — | 63 | $9,655 |
| 5/11/2022 | — | 1,743 | $200,062 |
| 6/29/2022 | — | 102 | $11,823 |
| 9/29/2022 | — | 111 | $11,946 |
| 12/29/2022 | — | 108 | $12,079 |
Other Directorships & Interlocks
- No other public company directorships or interlocks for Mr. Verma were disclosed by TROW in the cited proxies – – –.
Expertise & Qualifications
- The company’s 2022–2025 proxy “Nominee Biographies” sections do not include a biography for Mr. Verma; only compensation/ownership entries appear. No additional education/qualification details were disclosed for him in the cited documents – – .
Equity Ownership
Ownership guidelines: Non‑employee directors must hold TROW shares equal to 3× the annual retainer (pre‑2017) or 5× the annual retainer (2017 or later), counting unvested restricted shares and outstanding RSUs; directors are expected to retain net gain shares until compliant .
Holdings detail:
- Beneficial ownership (record date Mar 1, 2023): 8,374 vested RSUs that will be settled in shares upon separation from the Board .
- Equity awards outstanding at 12/31/2022: 1,800 unvested RSUs; 8,374 vested RSUs (settled on separation); no options .
| Metric | Amount |
|---|---|
| Vested RSUs (to be settled upon separation) | 8,374 |
| Unvested RSUs (12/31/2022) | 1,800 |
| Stock Options | None disclosed |
Governance Assessment
- Independence and attendance: He served as an independent director under TROW’s framework, and the Board reported all directors met the 75% attendance threshold in 2022–2023, supporting baseline board effectiveness and engagement expectations .
- Committee involvement: No committee assignments were disclosed for Mr. Verma in 2022–2023; limited committee participation can modestly reduce direct influence on audit/compensation/governance levers, though full Board oversight still applies .
- Pay mix and alignment: His 2022 compensation included the standard annual equity grant plus quarterly RSUs consistent with the plan (directors may defer fees into RSUs and receive dividend equivalents), aligning director pay with shareholder outcomes via equity exposure and established ownership guidelines .
- Conflicts/related parties: No related‑party transactions were disclosed for Mr. Verma in the cited documents; the Audit Committee oversees related person transactions and none are listed for him. His resignation was for public service and not due to disagreement—no governance red flag indicated .
- RED FLAGS: None identified specific to Mr. Verma in TROW filings. No hedging/pledging by directors is allowed under policy, and related‑party transaction oversight is robust; no disclosable Verma items are reported .