Robert Stevens
About Robert J. Stevens
Robert J. Stevens, 73, is an independent director of T. Rowe Price Group (TROW) since 2019 and serves on the Executive Compensation and Management Development Committee and the Nominating and Corporate Governance Committee . He is the retired chairman, president, and CEO of Lockheed Martin (CEO 2004–2012; chairman/president/CEO 2005–2012; executive chairman 2013) and previously served as CFO, COO, and head of strategic planning at Lockheed Martin . Education: B.A. (Psychology), Slippery Rock University; M.S. (Industrial Engineering & Management), NYU Tandon; M.S. (Business), Columbia University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lockheed Martin Corporation | CEO; Chairman/President/CEO; Executive Chairman; prior CFO, COO, Head of Strategic Planning | CEO Aug 2004–2012; Chairman/President/CEO 2005–2012; Executive Chairman 2013 | Led a large multinational defense and technology company; extensive financial, M&A, strategy, and international operating experience . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Monsanto Corporation | Lead Independent Director; Chair Nominating & Corporate Governance; Audit Committee Member | 2002–2018 | Board leadership and governance oversight; audit oversight . |
| United States Steel Corporation | Director; Compensation & Organization Committee; Corporate Governance & Public Policy Committee | 2015–2018 | Compensation and governance oversight . |
| Marine Corps Scholarship Foundation | Advisory Board Member | Not disclosed | Advisory role . |
| Council on Foreign Relations | Member | Not disclosed | Policy and geopolitical engagement . |
Board Governance
- Independence: Board determined Mr. Stevens is an independent director; 9 of 11 nominees are independent .
- Committee assignments: Executive Compensation and Management Development; Nominating and Corporate Governance .
- Meeting cadence and attendance (2024):
- Board meetings: 7; independent directors held executive sessions at all 7 .
- Compensation Committee meetings: 7 .
- Nominating & Corporate Governance Committee meetings: 5 .
- Attendance: Each director attended at least 75% of applicable Board and committee meetings .
- Lead Independent Director: Alan D. Wilson; empowered role overseeing agendas, executive sessions, evaluations, and investor engagement .
- Policies: Committee charters in place; Audit Committee oversees related person transactions under a formal policy; codes prohibit short sales, options, hedging, and pledging by directors .
Fixed Compensation
| Component (2024) | Amount/Policy |
|---|---|
| Annual cash retainer (non-employee directors) | $100,000 |
| Lead director fee | $15,000 |
| Committee meeting fee | $1,500 per meeting |
| Audit Committee chair/member | $20,000 / $5,000 |
| Compensation Committee chair | $10,000 |
| Nominating & Corporate Governance chair | $10,000 |
| Charitable match via T. Rowe Price Foundation | Up to $10,000 |
| Robert J. Stevens – 2024 Director Compensation | Amount ($) |
|---|---|
| Fees earned or paid in cash | $0 (elected to defer fees into RSUs) |
| Stock awards (RSUs/RSAs, incl. deferrals & dividend equivalents) | $398,169 |
| All other compensation | $0 |
| Total | $398,169 |
Performance Compensation
Director equity grants are not performance-conditioned but align pay with stock performance through time-based vesting and ownership. Under the 2017 Director Plan, non-employee directors receive a $200,000 annual grant (RSAs or RSUs) that vests after one year; directors may also elect to defer fees into vested RSUs; change-in-control provisions accelerate vesting; dividend equivalents on RSUs are credited as additional RSUs .
| 2024 Equity Grants to Robert J. Stevens | Instrument | Units | Grant-Date Fair Value ($) |
|---|---|---|---|
| 03/28/2024 | RSU (fee deferral/dividend eq.) | 145 | 17,718 |
| 05/08/2024 (annual grant) | RSU | 1,794 | 200,013 |
| 06/27/2024 | RSU (fee deferral/dividend eq.) | 174 | 20,122 |
| 06/28/2024 | RSU (fee deferral) | 512 | 59,039 |
| 09/27/2024 | RSU (fee deferral/dividend eq.) | 192 | 20,973 |
| 12/27/2024 | RSU (fee deferral/dividend eq.) | 183 | 21,211 |
| 12/30/2024 | RSU (fee deferral) | 519 | 59,093 |
Ownership alignment policies:
- Director stock ownership guideline: 5× annual cash retainer for directors joining in 2017 or later; all directors are in compliance as of the proxy date .
- Prohibitions: short sales, options, hedging, and pledging of Company stock by directors .
Other Directorships & Interlocks
| Company | Role | Tenure | Interlocks/Notes |
|---|---|---|---|
| Monsanto Corporation | Lead Independent Director; Chair Nominating & Corporate Governance; Audit Committee Member | 2002–2018 | Prior role; no current interlock with TROW disclosed . |
| United States Steel Corporation | Director; Committees: Corporate Governance & Public Policy; Compensation & Organization | 2015–2018 | Prior role; no current interlock with TROW disclosed . |
Compensation Committee interlocks: In 2024, no member (including Mr. Stevens) was an officer/employee; no disclosable related-party transactions; no reciprocal interlocks with other issuers’ compensation committees .
Expertise & Qualifications
- Executive leadership of a large, regulated multinational; financial management; M&A; strategy; international operations .
- Board skills matrix indicates expertise in Executive Leadership, Investment Management Industry, International Business, Technology, Strategy, and Marketing/Distribution .
Equity Ownership
| As of Dec 31, 2024 | Quantity |
|---|---|
| Unvested RSUs | 1,853 |
| Vested RSUs | 15,955 |
Note: Director ownership guidelines for post-2017 appointees are 5× annual cash retainer; all directors in compliance as of proxy date . Insider trading policies prohibit hedging and pledging by directors .
Insider Filings (selected)
| Filing Date | Form | Key Detail |
|---|---|---|
| 06/14/2019 | Form 3 (Initial Statement) | Reported no securities beneficially owned at time of board appointment . |
Say-on-Pay & Shareholder Feedback (context for Compensation Committee oversight)
- 2024 say-on-pay (covering 2023 NEO pay) received approximately 94% support, indicating strong shareholder endorsement of TROW’s pay practices overseen by the committee on which Stevens serves .
Governance Assessment
- Strengths: Independent status; active service on two key governance committees; strong attendance culture (≥75% for all directors) and regular executive sessions; robust director ownership guidelines with compliance; prohibition of hedging/pledging; formal related-party oversight; no 2024 compensation committee interlocks or disclosable related-party issues; strong say-on-pay support .
- Alignment signals: Elected to defer 2024 cash fees into equity, increasing exposure to TROW share performance; received standard $200,000 annual director RSU grant in addition to deferrals .
- Watch items: None disclosed—no related-party transactions or independence impairments noted; company policies restrict hedging/pledging and manage related-party risks via Audit Committee oversight .