Sandra Wijnberg
Director at TROW
Board
About Sandra S. Wijnberg
Independent director at T. Rowe Price Group since 2016; age 68. Former Partner and Chief Administrative Officer at Aquiline Holdings and former SVP/CFO of Marsh McLennan; earlier Treasurer and interim CFO at YUM! Brands, finance roles at PepsiCo, and investment banking at Morgan Stanley. Education: B.A. UCLA; M.B.A. USC Marshall (Board of Leaders). Currently serves on TROW’s Executive Compensation and Management Development Committee and the Nominating and Corporate Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aquiline Holdings LLC | Executive Advisor | 2015–early 2019 | Governance and operating advisor to financials-focused investment firm |
| Aquiline Holdings LLC | Partner & CAO | 2007–2014 | Senior operating/finance leadership |
| Office of the Quartet (UN auspices) | Deputy Head of Mission | 2014–2015 | Development project leadership |
| Marsh McLennan | SVP & CFO | Not disclosed | Global corporate finance leadership |
| YUM! Brands | Treasurer; Interim CFO | Not disclosed | Corporate finance, treasury oversight |
| PepsiCo | Various finance roles | Not disclosed | Finance/operations experience |
| Morgan Stanley | Investment banking | Not disclosed | Capital markets experience |
External Roles
| Company/Organization | Role | Committees | Status |
|---|---|---|---|
| Automatic Data Processing (ADP) | Director | Audit (Chair); Nominating & Corporate Governance (Member) | Current |
| Cognizant Technology Solutions | Director | Audit (Chair); Finance & Strategy (Member) | Current |
| Hippo Holdings, Inc. | Director; Lead Director | Nominating & Corporate Governance; Audit, Risk & Compliance (Member) | Current |
| Tyco International plc | Director | Not disclosed | Prior (2003–2016) |
| TE Connectivity Ltd. | Director | Not disclosed | Prior (2007–2009) |
| Seeds of Peace | Director | — | Current (non-profit) |
| John Simon Guggenheim Memorial Foundation | Trustee | — | Current (non-profit) |
Board Governance
- Committee assignments (TROW): Executive Compensation & Management Development; Nominating & Corporate Governance .
- Independence: Board determined she is independent under NASDAQ standards (excluding Messrs. Sharps, Stromberg, August) .
- Meetings/attendance: Board held 7 meetings in 2024; each director attended at least 75% of the combined Board and committee meetings of which they were a member; all director nominees attended the 2024 annual meeting .
- Tenure on TROW board: Independent director since 2016 .
- Skills matrix: Board relies on her expertise across Executive Leadership, Financial Management, Investment Management, International Business, Technology, Strategy, and Marketing/Distribution .
Fixed Compensation
Program design (2024 Director Fee Schedule):
- Annual cash retainer: $100,000
- Non-executive chair fee: $150,000
- Lead director fee: $15,000
- Committee meeting fee: $1,500 per meeting
- Audit Committee: Chair $20,000; Member $5,000
- Compensation Committee: Chair $10,000
- Nominating & Corporate Governance: Chair $10,000
- Directors may defer fees into RSUs under the 2017 Director Plan; Ms. Wijnberg elected to defer her 2024 fees into RSUs .
2024 director compensation (reported):
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash | $0 (elected RSU deferral) |
| Stock Awards (RSAs/RSUs incl. fee deferrals & dividend equivalents) | $373,308 |
| All Other Compensation (charitable match) | $10,000 |
| Total | $383,308 |
2024 equity award detail (director plan):
| Grant Date | Award Type | Number of Shares/Units | Grant-Date Fair Value |
|---|---|---|---|
| 3/28/2024 | RSUs (fee deferral/dividend equivalents) | 97 | $11,784 |
| 5/8/2024 | RSAs (annual grant) | 1,794 | $200,013 |
| 6/27/2024 | RSUs (fee deferral/dividend equivalents) | 103 | $11,904 |
| 6/28/2024 | RSUs (fee deferral/dividend equivalents) | 560 | $64,574 |
| 9/27/2024 | RSUs (fee deferral/dividend equivalents) | 116 | $12,727 |
| 12/27/2024 | RSUs (fee deferral/dividend equivalents) | 111 | $12,871 |
| 12/30/2024 | RSUs (fee deferral/dividend equivalents) | 522 | $59,435 |
Key plan mechanics: RSAs have full shareholder rights and vest on the earlier of one year after grant, the day before the next annual meeting, death/disability, or change in control; RSUs settle in shares upon separation and receive dividend equivalents as additional vested RSUs; all outstanding awards accelerate vesting on change in control (RSUs settled in cash or shares at Board discretion) .
Performance Compensation
| Award Type | Performance Metric | Performance Period | Vesting/Settlement |
|---|---|---|---|
| Director RSAs/RSUs | None (fixed-value, time-based) | N/A | RSAs vest as per plan; RSUs settle upon separation; dividends credited as RSUs; change-in-control acceleration applies |
Other Directorships & Interlocks
- Current public boards and roles detailed above; no related-party transactions disclosed involving Ms. Wijnberg in the “Certain Relationships and Related Transactions” section (described transactions relate to OHA and director/executive Glenn August) .
- Independence policy explicitly deems ordinary-course client relationships (including where a director serves as officer/director of a client entity) not material if on market terms, which would cover potential services T. Rowe provides to companies where she is a director .
Expertise & Qualifications
- Deep financial leadership (former CFO Marsh McLennan; treasury/interim CFO YUM! Brands), investment/financials sector expertise (Aquiline), and capital markets background (Morgan Stanley) .
- Global perspective and governance experience, including UN development mission leadership .
- Broad skills coverage on TROW’s board matrix across leadership, finance, investment management, international, technology, strategy, and distribution .
- Education: BA (UCLA); MBA (USC Marshall; Board of Leaders) .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial Ownership (as of March 3, 2025) | 25,820 shares; less than 1% of class |
| Unvested Restricted Shares | 1,794 |
| Vested RSUs (settle upon separation) | 11,013 |
| Shares Pledged | None noted for Ms. Wijnberg in beneficial ownership footnotes (pledge disclosure pertains to Glenn August) |
| Director Ownership Guidelines | Pre-2017 appointees: 3x cash retainer; post-2017: 5x; all directors are in compliance as of proxy date |
Governance Assessment
- Board effectiveness: Significant audit and financial oversight credentials (audit chair at ADP and Cognizant; lead director at Hippo) strengthen TROW’s compensation and nom/gov committee oversight depth .
- Alignment: No cash fees in 2024 (all fees deferred into RSUs) plus annual RSA grant increase equity alignment; RSUs settle upon separation, reinforcing long-term orientation .
- Independence/engagement: Classified as independent; each director met at least the 75% attendance threshold; all nominees attended 2024 annual meeting .
- Ownership: Beneficial ownership includes unvested RSAs and significant vested RSUs; directors in aggregate meet ownership guidelines; no pledging disclosed for Wijnberg .
- Change-in-control terms: Director awards accelerate on change in control; a standard but investor-relevant provision to note for potential windfalls .
- Related-party/conflicts: No related-party transactions disclosed involving Ms. Wijnberg; independence policy provides guardrails for ordinary-course client relationships .