Robert MacLellan
Director at TROW
Board
About Robert F. MacLellan
Robert F. MacLellan (age 70) is an independent director of T. Rowe Price Group since 2010, serving as Chair of the Executive Compensation and Management Development Committee, and as a member of the Audit and Executive Committees. He is a chartered accountant (CPA), holds a B.Com. from Carleton University and an MBA from Harvard Business School, and previously served as Chief Investment Officer of TD Bank Financial Group (2003–2009). He is non-executive chairman of Northleaf Capital Partners and chair of Magna International’s board, bringing deep investment management and financial reporting expertise to TROW’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TD Bank Financial Group | Chief Investment Officer | 2003–2009 | Oversaw investments for pension, bank, mutual funds, and TD Capital Group |
| Lancaster Financial Holdings | Managing Director | Prior to 1995 | Merchant banking; acquired by TDBFG in 1995 |
| McLeod Young Weir (Scotia McLeod) | VP & Director (Corporate Finance) | Earlier career | Corporate underwritings and advisory |
| Magna International | Audit Committee Chair (prior) | Prior years | Audit chair; reinforces audit and financial expertise |
| Ace Aviation; Maple Leaf Sports & Entertainment | Audit Committee Member | Prior years | Additional audit oversight experience |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Northleaf Capital Partners | Non-Executive Chairman | Current | Global private markets fund manager |
| Magna International, Inc. | Chair of the Board | Current | Member of technology committee |
| Yellow Media, Inc. | Chair of the Board | 2012–2018 | Canadian public company |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent under NASDAQ standards |
| Committee assignments | Chair: Executive Compensation and Management Development; Member: Audit; Member: Executive |
| Audit financial expert | Board determined all Audit Committee members (incl. MacLellan) are “financial experts”; he is a chartered accountant |
| Committee meeting cadence (2024) | Audit: 7; Compensation: 7; Nominating & Corporate Gov: 5 |
| Board meetings & attendance (2024) | Board held 7 meetings; each director attended ≥75%; all nominees attended 2024 annual meeting; independent directors met in executive session at all 7 meetings |
| Lead independent director | Alan D. Wilson (not MacLellan) |
| Committee leadership rotation | Bartlett (Audit) and MacLellan (Compensation) chairs since 2015; rotation reviewed at least every five years |
Fixed Compensation
| Component | 2024 Policy | Notes |
|---|---|---|
| Annual cash retainer | $100,000 for non-employee directors | |
| Committee meeting fees | $1,500 per committee meeting attended | |
| Audit Committee fees | Chair: $20,000; Member: $5,000 | |
| Compensation Committee chair | $10,000 | |
| Nominating Committee chair | $10,000 | |
| Lead director | $15,000 | |
| Non-executive chair fee | $150,000 | |
| Charitable match | Up to $10,000 matched by T. Rowe Price Foundation | |
| Deferral elections | Option to defer fees to vested RSUs under 2017 Director Plan; MacLellan elected deferral in 2024 |
| Director | Fees Earned/Paid in Cash | Stock Awards | All Other Compensation | Total |
|---|---|---|---|---|
| Robert F. MacLellan | $0 | $390,207 | $10,000 | $400,207 |
Performance Compensation
- Director equity is delivered via full-value RSAs/RSUs, generally vesting time-based; no performance metrics are applied to director equity awards. RSUs settle upon separation; dividend equivalents accrue on RSUs and are subject to vesting; awards accelerate on change-in-control per the 2017 Director Plan .
| Grant Detail (2024) | Grant Date | Type | Units | Grant Date Fair Value |
|---|---|---|---|---|
| Annual director grant | 5/8/2024 | RSA | 1,794 | $200,013 |
| Quarterly dividend equivalents (RSU) | 6/27/2024 | RSU | 113 | $13,063 |
| Fee deferral (RSU) | 6/28/2024 | RSU | 603 | $69,532 |
| Quarterly dividend equivalents (RSU) | 9/27/2024 | RSU | 127 | $13,951 |
| Quarterly dividend equivalents (RSU) | 12/27/2024 | RSU | 122 | $14,109 |
| Fee deferral (RSU) | 12/30/2024 | RSU | 585 | $66,608 |
| Performance Metrics | Application to Director Equity |
|---|---|
| None disclosed | Director RSAs/RSUs vest time-based; no performance conditions |
Other Directorships & Interlocks
- Current public boards: Magna International (Chair), oversight on technology committee; strong automotive industry exposure .
- Private/industry roles: Northleaf Capital Partners (Non-Executive Chairman) .
- Prior public boards: Yellow Media (Chair, 2012–2018) .
- Compensation Committee interlocks: Proxy states no member of TROW’s Compensation Committee was an officer/former officer or party to disclosable related-party transactions; no reciprocal board/comp committee interlocks with TROW executive officers in 2024 .
Expertise & Qualifications
- Chartered accountant; significant audit and financial reporting experience (incl. prior audit chair at Magna; audit committee roles at Ace Aviation and Maple Leaf Sports & Entertainment) .
- Investment management expertise; former CIO at TD Bank Financial Group; deep institutional fund oversight .
- Board skills matrix includes Financial Management, Investment Management, Strategy Formation/Execution, and Marketing/Distribution for MacLellan .
- Education: B.Com. (Carleton University); MBA (Harvard Business School) .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 60,017 shares | “Percent of class” indicated as <1% (“*”) |
| Options exercisable within 60 days | 17,668 | |
| Unvested RSAs | 1,794 | |
| Vested RSUs (settle upon separation) | 12,085 | |
| Ownership guideline | 5x annual cash retainer for post-2017 directors; all directors have achieved and maintain guideline | |
| Hedging/short sales | Prohibited under Code of Ethics and Personal Transactions Policy | |
| Shares pledged as collateral | None disclosed for MacLellan (pledge disclosed only for August) |
Director Election Vote Detail (Signal Tracking)
| Year | For | Against | Abstain | Broker Non-Vote |
|---|---|---|---|---|
| 2023 | 151,187,319 | 7,040,596 | 369,819 | 28,409,973 |
| 2024 | 146,773,292 | 8,240,290 | 231,372 | 29,818,782 |
| 2025 | 150,437,811 | 14,247,238 | 453,691 | 25,626,683 |
- Observation: MacLellan’s “Against” votes rose notably in 2025 relative to peers, potentially reflecting shareholder scrutiny of compensation committee leadership or external roles; raw counts provided above .
Governance Assessment
- Strengths: Long-tenured independent director with deep investment and audit expertise; designated audit committee financial expert; chairs Compensation Committee; broad external board experience enhances strategic oversight .
- Alignment: Deferral of fees into RSUs and substantial vested RSUs indicate economic alignment; compliance with stringent director ownership guidelines; prohibition on hedging/short sales mitigates misalignment risk .
- Compensation governance: Compensation Committee composed entirely of independent directors; engages independent consultant (Johnson Associates) with no conflicts; robust say-on-pay support in 2024 (approx. 94%) .
- Potential red flags or watch items:
- Elevated “Against” vote in 2025 for MacLellan vs. most nominees suggests investor attention on compensation oversight; continue monitoring investor feedback trends .
- Director equity plan includes change-in-control accelerated vesting for RSAs/RSUs; while common, some investors view acceleration for directors as misaligned; disclose and monitor .
- No related-party transactions disclosed for MacLellan; Audit Committee oversees related-person transactions under formal policy .
Overall signal: Governance profile is strong on independence, expertise, and ownership alignment; the uptick in 2025 opposition warrants proactive investor engagement on compensation philosophy and committee practices, particularly given MacLellan’s role as Compensation Committee Chair .
Appendix: Director Compensation Program Mechanics
| Feature | Detail |
|---|---|
| Annual equity grant | $200,000 in RSAs/RSUs; initial grant for new directors $300,000; one-year vest or earlier upon annual meeting, death/disability, or change-in-control; RSUs settle upon separation |
| Dividend treatment | RSU dividend equivalents accrue and are subject to same vesting and forfeiture risks as underlying RSUs/RSAs |
| Ownership guidelines | 5x retainer for directors appointed 2017 or later; unvested RSAs and outstanding RSUs count toward guidelines |