William Donnelly
Director at TROW
Board
About William P. Donnelly
William P. Donnelly, 63, is an independent director of T. Rowe Price Group, Inc. since 2023, serving on the Audit Committee and the Executive Compensation and Management Development Committee. He is a former EVP and long-tenured CFO of Mettler-Toledo International, with prior senior finance roles at Elsag Bailey and auditing experience at PwC; he holds a B.S. in business administration from John Carroll University and is designated by the Board as meeting SEC “audit committee financial expert” criteria given his CFO tenure and finance background .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mettler-Toledo International Inc. | Executive Vice President (finance, IR, supply chain, IT) | 2014–2018 | Oversight of finance and operations at a global public company |
| Mettler-Toledo International Inc. | Chief Financial Officer | 1997–2002; 2004–2014 | Led corporate finance, reporting, and capital allocation |
| Mettler-Toledo International Inc. | Division Head (product inspection and certain lab businesses) | 2002–2004 | P&L leadership; operational management |
| Elsag Bailey Process Automation, NV | Senior financial roles incl. CFO | 1993–1997 | Corporate finance leadership |
| PricewaterhouseCoopers LLP | Auditor | 1983–1993 | External audit experience; financial controls |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ingersoll Rand, Inc. | Lead Independent Director; Chair, Nominating & Corporate Governance; Member, Audit | Current | Governance leadership; audit oversight |
| Quanterix Corporation | Director; Member, Audit and Compensation | Current | Financial reporting oversight; pay governance |
Board Governance
- Committee assignments: Audit Committee member; Executive Compensation and Management Development Committee member .
- Audit Committee standing: 2024 meetings held: 7; all members (including Donnelly) meet NASDAQ/SEC independence and financial literacy criteria, and the Board concluded all audit members meet SEC “financial expert” criteria .
- Compensation Committee standing: 2024 meetings held: 7; Donnelly served among all independent directors; no interlocks or related party transactions among members in 2024 .
- Independence: Board determined Donnelly qualifies as independent; overall, nine of 11 nominees independent; committees composed entirely of independent directors .
- Attendance and engagement: In 2024 the Board held seven meetings; each director attended at least 75% of Board and committee meetings; all nominees attended the 2024 annual meeting .
Fixed Compensation
| Component | 2024 Amount/Rate | Notes |
|---|---|---|
| Annual director retainer (cash) | $100,000 | Standard for non-employee directors |
| Committee meeting fee | $1,500 per meeting | Applies to each committee meeting attended |
| Audit Committee member fee | $5,000 | Member fee; chair receives $20,000 |
| Lead Director fee | $15,000 | Not applicable to Donnelly |
| Fees earned or paid in cash (Donnelly) | $0 | Elected to defer 2024 director fees into vested RSUs |
| All other compensation (Foundation match) | $10,000 | Charitable gift match eligibility |
| Total 2024 reported compensation (Donnelly) | $361,507 | Stock awards plus matched gifts; no cash fees |
Performance Compensation
- Structure: Non-employee director equity awards consist of RSAs/RSUs; annual grant value $200,000; initial grant for newly elected directors $300,000; time-based vesting (earliest of one year, day before next annual meeting, death/disablement, change in control); RSUs settle upon separation; dividend equivalents accrue as additional RSUs; acceleration upon change in control .
| Equity Award Detail (Donnelly) | Grant Date | Type | Shares/Units | Grant-Date Fair Value |
|---|---|---|---|---|
| Annual director grant | 5/8/2024 | RSUs | 1,794 | $200,013 |
| Fee deferral RSUs (semiannual/quarterly) | 3/28/2024 | RSUs | 35 | $4,227 |
| Fee deferral RSUs | 6/27/2024 | RSUs | 56 | $6,495 |
| Fee deferral RSUs | 6/28/2024 | RSUs | 560 | $64,574 |
| Fee deferral RSUs | 9/27/2024 | RSUs | 66 | $7,259 |
| Fee deferral RSUs | 12/27/2024 | RSUs | 63 | $7,341 |
| Fee deferral RSUs | 12/30/2024 | RSUs | 541 | $61,598 |
| Performance metrics | N/A | — | — | Director awards are time-based; no performance conditions |
Other Directorships & Interlocks
| Company | Relationship to TROW | Potential Interlock/Conflict Commentary |
|---|---|---|
| Ingersoll Rand, Inc. | Industrial manufacturer; not an asset management client disclosure | No related party transactions disclosed; Audit Committee oversees any Item 404 transactions |
| Quanterix Corporation | Life sciences tools | No related party transactions disclosed; Audit Committee pre-approves related person transactions policy |
Expertise & Qualifications
- Financial management and CFO experience across public-company settings (Mettler-Toledo); operations and IT oversight as EVP .
- Audit committee financial expert designation by the Board; currently serves on external audit committees (Ingersoll Rand, Quanterix) .
- Strategic, international business and technology experience reflected in Board skills matrix (Financial Management, International, Technology, Strategy) .
Equity Ownership
| Item | As of Date | Amount | Notes |
|---|---|---|---|
| Beneficial ownership (total) | 3/3/2025 | 4,671 shares | Represents vested RSUs to be settled upon Board separation; <1% of class |
| Ownership % of class | 3/3/2025 | <1% | Asterisk per proxy table denotes <1% |
| Unvested RSUs outstanding | 12/31/2024 | 1,853 units | Per director equity awards table |
| Vested RSUs outstanding | 12/31/2024 | 4,672 units | Settle upon separation |
| Unexercised options | 12/31/2024 | None | No option awards outstanding for Donnelly |
| Pledged shares | 3/3/2025 | None disclosed | No pledging noted for Donnelly; pledge disclosure pertains to another director |
| Ownership guidelines | Current | 5× annual cash retainer for directors joining in 2017+ | All directors have achieved and maintain the ownership goal |
Governance Assessment
- Strengths: Independent director; dual committee service (Audit and Compensation) with financial-expert designation; attendance at least 75% in 2024; strong external governance roles (lead independent director and committee chair externally) supporting oversight quality .
- Alignment: Elected to defer all 2024 cash fees into vested RSUs, increasing equity alignment; holds vested RSUs that settle only upon separation, reinforcing long-term alignment; meets ownership guidelines .
- Controls and conflicts: No disclosable related-party transactions; Audit Committee maintains robust related-person transaction oversight; Compensation Committee had no interlocks or related-party participation in 2024 .
- Red flags to monitor: Change-in-control acceleration for director equity (standard but can be viewed unfavorably by some investors); multi-board commitments require bandwidth assessment though roles are governance-focused (lead independent director, committee chair) .