PRICE T ROWE GROUP INC 8-K

What Happened

• T. Rowe Price Group, Inc. (TROW) and Oak Hill Advisors announced an updated evergreen operating arrangement (Apr 22, 2026). On April 21, 2026, T. Rowe Price’s independent directors approved an amended and restated employment agreement with Glenn R. August, CEO of Oak Hill Advisors (OHA). Under the agreement Mr. August will remain employed by the company, receive a $350,000 annual base salary, may earn annual bonuses and equity awards, and will not receive separate Board compensation.

Key Details

• Annual base salary: $350,000; eligible for discretionary annual bonus, equity and other incentive payments under company plans.
• Severance if terminated without “cause” or for “good reason”: 12 months base salary continuation, prorated annual bonus for year of termination, and company-paid portion of COBRA for 12 months (subject to release and restrictive covenants).
• Restrictive covenants: noncompete and customer non-solicitation through the later of one year after termination or December 31, 2028; employee non-solicit for two years post-termination; ongoing confidentiality obligations.
• Incentive arrangements: Compensation Committee adopted the OHA 2026 Partner Cash Compensation Pool Plan and a Value Creation Incentive (VCI) Plan. For 2027, Mr. August was awarded 16.333% of the OHA Partner Cash Compensation Pool and 8.166% of the VCI Pool (50% of the partner allocation). A Supplemental Compensation Pool may be funded up to $20 million annually from 2027–2030. Starting in 2027, some partner variable compensation above a threshold may be deferred into equity under T. Rowe Price’s 2020 Long‑Term Incentive Plan.

Why It Matters

• The agreement formalizes compensation and incentive mechanics tying Oak Hill leadership pay to OHA fee revenue and performance, with some amounts potentially paid in cash and some deferred into T. Rowe Price equity. That alignment may affect how OHA’s results feed into T. Rowe Price’s consolidated economics over time.
• Severance and restrictive covenants set clear limits on termination costs and post‑employment competition. The $20M annual supplemental pool cap and the specified partner percentages provide concrete parameters for potential payouts, helping investors assess potential compensation expense and incentive alignment.