T. Rowe Price Group, Inc. (NASDAQ:TROW) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02. – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b)The information required by this Item 5.02(b) with respect to the naming of Céline Dufétel as Vice President and the next Chief Financial Officer and Treasurer is incorporated herein by reference to Item 5.02(c) below.
(c) On August 22, 2017, T. Rowe Price Group, Inc. (the “Company”) announced that Ms. Céline Dufétel, age 36, will join the Company as Vice President by December 2017, and will assume the roles of Chief Financial Officer (“CFO”) and Treasurer in the first quarter of 2018. Ms. Dufétel will succeed Mr. Kenneth V. Moreland, who will continue as CFO at his regular base salary until no later than the filing of the Form 10-K for the 2017 fiscal year and who will receive an additional bonus of $375,000 in consideration of his strong performance and his agreeing to stay beyond the previously agreed retirement date of no later than December 31, 2017.
Attached hereto as Exhibit 99.1 is a copy of the press release announcing the foregoing. Information regarding Ms. Dufétel’s prior work history is included in the first paragraph of the press release following the heading “About Céline Dufétel” and is incorporated herein by reference.
As Vice President, CFO and Treasurer, Ms. Dufétel will receive the following compensation package:
|
Base salary of $350,000; |
|
A cash signing bonus totaling $2,150,000 and consisting of: |
|
$450,000, payable on the first payroll date following the effective date of her employment |
|
$150,000, payable on the first payroll date following the first anniversary of the effective date of her employment |
|
$150,000, grossed-up for taxes, payable on receipt of confirmation of a loan penalty from Neuberger Berman |
|
$1,400,000 paid on last payroll date in 2017 |
Each installment of the cash signing bonus is subject to repayment if Ms. Dufétel voluntarily terminates her employment or is terminated for cause within one year of the payment of the installment;
|
Participation in the Company’s Long-Term Incentive Plan in 2017 on the same terms as other executive officers and subject to the discretion of the Company; and |
|
Participation in the Company’s Annual Incentive Compensation Pool in 2018 on the same terms as other executive officers and subject to the discretion of the Company. |
Ms. Dufétel will also receive compensation to certain plans provided by the Company, including health and benefit plans and retirement plans typically available to other executive officers and will be provided with certain benefits that are typically provided to newly hired executives, including reasonable relocation expenses, including a gross-up on certain of those relocation expenses.
In addition to those transactions with Ms. Dufétel related to compensation as an employee of the Company, to the Company’s related party transaction procedures and Item 404(a) of Regulation S-K, the Company notes that, since October of 2014, it has contracted with Diligent Board Member Services, Inc. (“Diligent”) to provide online access to board and committee materials to the Company’s officers and directors. In March of 2015, subsequent to the initiation of the contractual relationship with Diligent, Ms. Dufétel’s spouse, Brian Stafford, became the Chief Executive Officer and President of Diligent. The Corporation pays Diligent approximately $125,000 annually for its services.
Section 9 – Financial Statements and Exhibits
Item 5.02. Financial Statements and Exhibits.
(d) Exhibits.
10.1 Amendment to the Agreement, dated January 30, 2017, between T. Rowe Price Group, Inc. and Kenneth V. Moreland.
|
99.1 |
Press release dated August 22, 2017. |
PRICE T ROWE GROUP INC ExhibitEX-10.22 2 agreement.htm EXHIBIT 10.22 Exhibit [Letterhead of T. Rowe Price Group,…To view the full exhibit click here
About T. Rowe Price Group, Inc. (NASDAQ:TROW)
T. Rowe Price Group, Inc. is a financial services holding company. The Company provides global investment management services to individual and institutional investors in the sponsored T. Rowe Price mutual funds distributed in the United States and other investment portfolios. It operates through investment advisory business segment. Its assets under management are accumulated from a client base across over four primary distribution channels, including third-party financial intermediaries that distribute its managed investment portfolios in the United States and other countries; individual the United States investors on a direct basis; the United States defined contribution retirement plans, and institutional investors across the globe. It manages assets, including the United States and international stock, blended asset, bond and money market mutual funds, and other investment portfolios. The Company offers advisory services, distribution management and administrative services.
