Rob Sharps
About Rob Sharps
Chair, CEO, and President of T. Rowe Price (director since 2021; Chair since May 7, 2024). Age 53; joined TROW in 1997 after roles at KPMG and a Wellington internship; B.S. (Towson), MBA (Wharton), CFA . 2024 firm performance under his leadership: AUM $1.61T (12/31/24), net revenue $7.09B, adjusted operating margin 37.4%, $1.5B returned to shareholders; 54–60% of U.S. mutual funds outperformed Morningstar medians on AUM-weighted basis across 1–10 years . Pay-versus-performance TSR index (Item 402(v)): $99.67 (2022) → $102.91 (2023) → $112.88 (2024) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| T. Rowe Price | Analyst, U.S. Equity (financials coverage) | 1997 onward | Built domain expertise; foundation for later leadership roles |
| T. Rowe Price | Lead PM, Institutional Large-Cap Growth Equity | 2001–2016 | Led flagship growth strategy for institutional clients |
| T. Rowe Price | Co-Head, Global Equity; Management Committee member | 2016 | Investment leadership; enterprise governance |
| T. Rowe Price | Head of Investments and Group CIO | 2017–2021 | Oversaw global investment platform |
| T. Rowe Price | President | Feb 2021 | Executive leadership expansion |
| T. Rowe Price | Chief Executive Officer | Jan 2022–present | Firm-wide strategy and performance |
| T. Rowe Price | Chair of the Board | May 2024–present | Combined Chair/CEO; Board leadership |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Baltimore Curriculum Project | Director | Current | Community/education engagement |
| Greater Washington Partnership | Director | Current | Regional economic leadership |
| Bridges of Baltimore | Trustee | Current | Philanthropy/governance |
| St. Paul’s School | Trustee; Chair Investment Committee | Past (2015–2020) | Oversight of endowment investment |
| Towson Univ. College of Business & Economics | Alumni Advisory Board | Past (6 years) | Academic-industry linkage |
Fixed Compensation
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary | $350,000 | $350,000 | $350,000 |
| Non-Equity Incentive (Cash) | $8,000,000 | $7,300,000 | $9,522,000 |
| Stock Awards (Grant-Date FV) | $5,400,156 | $5,100,097 | $9,420,078 |
| All Other Compensation | $88,457 | $91,834 | $97,751 |
| Total | $13,838,613 | $12,841,931 | $19,389,829 |
Notes:
- Base salaries for U.S. NEOs are capped at $350,000; majority of pay is variable .
- 2024 CEO incentive comp targeted to be more peer-comparable; roughly 50% cash / 50% equity structure adopted .
Performance Compensation
| Element | Weight | Target | Actual/Definition | Outcome/Payout |
|---|---|---|---|---|
| Adjusted Operating Margin | 30% | 31.8% | 37.4% (non-GAAP op inc/rev) | Exceptional |
| Relative Investment Performance | 25% | 55.0% exceeding | 51.6% (multi-lens vs peers/passive) | Below Expected |
| Relative Organic Growth Rate | 15% | (3.1)% | (3.0)% (company less active industry) | Expected |
| Strategy, Operations & Tech | 20% | Qualitative | Committee assessment | Very Good |
| Talent & Succession | 10% | Qualitative | Committee assessment | Very Good |
| Overall CEO Incentive | — | Target $16.65M (thr: $10.65M; max: $22.65M) | Paid 114% of target | $18,942,078; $9.522M cash; $9.420M equity |
Program design highlights:
- CEO incentive mix ~50% cash (AICP) / ~50% equity; 70% quantitative, 30% qualitative .
- For NEOs, long-term equity split 50% time-based RSUs (3-year vest) and 50% PBRSUs (3-year performance + 2-year vest) .
Equity Awards & Vesting
| Grant Date | Type | Units | Performance Period | Vesting Schedule |
|---|---|---|---|---|
| Dec 4, 2024 | Time-Based RSUs | 38,293 | n/a | 33⅓% on 12/10/2025, 12/10/2026, 12/10/2027 |
| Dec 4, 2024 | Performance-Based RSUs | 38,293 | 1/1/2025–12/31/2027 | If earned vs industry op margin, vests 50% on 12/08/2028 and 50% on 12/10/2029 |
Additional outstanding/earned tranches:
- 2021 PBRSUs earned at 100% (16,772 shares) vest in equal installments Dec 2025 and Dec 2026 .
- 2023 PBRSUs (25,361 target) and 2022 PBRSUs (22,254 target) remain unearned; if earned, vest 2026–2028 per schedule .
- Dividend treatment: paid on time-based RSUs during vest; PBRSU dividends accrue and are paid only on earned units .
Vesting concentration and potential selling pressure:
- Major vest dates cluster in December annually (tax withholdings/net share delivery evident in 2024) .
- 2024 realized on vesting: 49,678 shares; value $5,038,394; net shares received 25,680 after tax withholding .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 454,073 shares; less than 1% of outstanding (222,242,394 shares outstanding as of 3/3/2025) |
| Stock ownership guidelines | CEO 10x base salary; all NEOs have satisfied multiples |
| Hedging/short sales | Prohibited for all employees/directors (no short sales, options, hedging instruments) |
| Pledging | No pledge disclosed for Sharps; notable pledge disclosure applies to a different executive (Glenn August) |
| OHA co-invest alignment | Management Committee members permitted to invest alongside OHA funds; Sharps committed $7.1M |
Employment Terms
| Provision | Sharps (CEO) |
|---|---|
| Employment/severance agreement | No separate severance agreement for NEOs other than OHA CEO |
| Change-in-control vesting | Double-trigger acceleration (if awards not terminated); December 31, 2024 estimated acceleration value $19,759,887 |
| Continued vesting | Post-separation continued vesting allowed based on age/service criteria (tiers; updated in 2021) |
| Clawbacks | Board policy for restatements; Dodd-Frank mandatory recoupment policy effective for periods after Oct 2, 2023 |
| Tax gross-ups | Not provided (company “What we don’t do”) |
Board Governance
- Role and tenure: Chair of the Board since May 7, 2024; director since 2021 .
- Committee leadership: Chairs Executive Committee, Management Committee, and Management Compensation & Development Committee .
- Independence: Board determined nine of 11 director nominees are independent; Sharps is non-independent by virtue of executive role .
- Lead independent director: Alan D. Wilson (since 2018); empowered role includes agenda approval, executive session leadership, investor liaison .
- Board activity: Seven Board meetings in 2024; at least 75% attendance by all directors; executive sessions held at all seven meetings .
- Combined Chair/CEO: Company rationale cites unified strategic voice; mitigated by strong lead independent director and fully independent standing committees .
Say-on-Pay & Compensation Governance
- Say-on-pay support: ~94% approval at 2024 annual meeting .
- Compensation committee: All independent directors; chaired by Robert F. MacLellan; seven meetings in 2024 .
- Independent consultant: Johnson Associates; no conflicts; peer context includes major asset managers; CEO-specific expanded peer context includes JPMAM, MSIM, GSAM .
2024 Firm Performance Snapshot
| Metric | 2024 |
|---|---|
| AUM (12/31/24) | $1.61T |
| Net revenue | $7.0936B |
| Adjusted operating margin | 37.4% (for CEO incentive metric) |
| Cash returned to shareholders | $1.5B (dividends + buybacks); dividend increased for 39th consecutive year (+1.6%) |
| Investment performance (AUM-weighted, U.S. mutual funds) | 1yr/3yr/5yr/10yr: 60%/60%/59%/83% outperform Morningstar median |
Pay-versus-Performance TSR (value of initial fixed $100 investment):
| Year | 2022 | 2023 | 2024 |
|---|---|---|---|
| Company TSR index ($) | 99.67 | 102.91 | 112.88 |
Compensation Structure Analysis
- Mix and leverage: 2024 CEO total comp rose to $19.4M with 66% of the increase coming via long-term equity; incentive comp split ~50/50 cash vs equity; 70% tied to quant metrics (margin, investment performance, organic growth) .
- Metric rigor: Operating margin target exceeded (“Exceptional”) while relative investment performance missed target (“Below Expected”), indicating balanced outcomes and formulaic moderation; overall payout at 114% of target .
- Governance quality: No tax gross-ups; comprehensive clawbacks; no option repricing; director/NEO ownership and anti-hedging policies in place .
Vesting Schedules and Near-Term Insider Supply
- December is the dominant vesting month for time-based RSUs (annual 33⅓% tranches) and post-performance PBRSU tranches, concentrating potential withholding/sale activity around year-end .
- 2025–2027: Time-based RSUs from 2024 grant vest each December; 2021 PBRSUs (earned) vest in Dec 2025 and Dec 2026 .
- 2028–2029: If earned, 2024 PBRSUs vest 50% in Dec 2028 and 50% in Dec 2029 .
Director Service and Compensation Context (Board Seat)
- Sharps, as an employee director and Chair/CEO/President, does not receive director fees; non-employee director retainers/RSU program disclosed separately .
Compensation Peer Group (Benchmarking reference)
- Executives: AMG, AllianceBernstein, Ameriprise, BlackRock, Charles Schwab, Franklin Resources, Invesco, Northern Trust, TIAA .
- CEO-only additional peers considered: J.P. Morgan Asset Management, Morgan Stanley Asset Management, Goldman Sachs Asset Management .
Risk Indicators & Red Flags (observed)
- Combined Chair/CEO structure (mitigant: robust lead independent director with broad authorities; fully independent key committees) .
- Increased CEO target incentive in 2024 to align with peers; places greater emphasis on performance linkages, but also increases potential pay magnitude (mitigants: 70% quantitative weights, long-term equity emphasis) .
- Concentrated year-end vesting could create episodic selling pressure (mostly tax withholding), not necessarily discretionary sales .
Investment Implications
- Incentive alignment strengthened: 70% quantitative CEO scorecard anchored in profitability (relative operating margin), investment performance, and organic growth should support disciplined execution; 50% of LTI in PBRSUs with a 3-year test + 2-year vest enhances long-term alignment .
- Retention risk appears moderate: No severance agreement for the CEO, but significant unvested equity with multi-year vesting and continued-vesting provisions based on age/service encourage retention; robust ownership and anti-hedging framework supports alignment .
- Governance: Combined Chair/CEO warrants monitoring; the empowered lead independent director and independent committees mitigate oversight risk; strong say-on-pay support (~94%) signals investor acceptance of the revamped CEO pay design .
- Trading signals: Expect recurring December vesting-related share withholding and potential market activity; watch for PBRSU certification cycles (2025–2027 performance window) as catalysts for anticipated vesting in 2028–2029 .