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United States securities and exchange commission logo
September 20, 2022
David Oestreicher
General Counsel
T. Rowe Price Group, Inc.
100 East Pratt Street
Baltimore, Maryland 21202
Re: T. Rowe Price
Group, Inc.
Definitive Proxy
Statement on Schedule 14A
Filed March 23,
2022
File No. 000-32191
Dear Mr. Oestreicher:
We have limited our review of your most recent definitive proxy
statement to those issues
we have addressed in our comments.
Please respond to these comments by confirming that you will
enhance your future proxy
disclosures in accordance with the topics discussed below as well as any
material developments
to your risk oversight structure. For guidance, refer to Item 407(h) of
Regulation S-K.
Definitive Proxy Statement on Schedule 14A filed March 23, 2022
General
1. Please expand your
discussion of the reasons you believe that your leadership structure is
appropriate, addressing
your specific characteristics or circumstances. In your discussion,
please also address the
circumstances under which you would consider having the Chair
and CEO roles filled by
a single individual, when shareholders would be notified of any
such change, and
whether you will seek prior input from shareholders. Please also
discuss how the
experience of your Lead Independent Director is brought to bear in
connection with your
board s role in risk oversight.
2. Please expand upon the
role that your Lead Independent Director plays in the leadership
of the board. For
example, please enhance your disclosure to address whether or not your
Lead Independent
Director may:
represent the board
in communications with shareholders and other stakeholders;
require board
consideration of, and/or override your CEO on, any risk matters; or
provide input on
design of the board itself.
3. Please expand upon how
your board administers its risk oversight function. For example,
David Oestreicher
T. Rowe Price Group, Inc.
September 20, 2022
Page 2
please disclose:
the timeframe over which you evaluate risks (e.g., short-term,
intermediate-term, or
long-term) and how you apply different oversight standards based
upon the
immediacy of the risk assessed;
whether you consult with outside advisors and experts to
anticipate future threats and
trends, and how often yo re-assess your risk environment;
how the board interacts with management to address existing risks
and identify
significant emerging risks;
whether you have a Chief Compliance Officer and to whom this
position reports; and
how your risk oversight process aligns with your disclosure
controls and procedures.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact Amanda Ravitz at 202-551-3412 or Barbara Jacobs at
202-551-3735 with
any questions.
FirstName LastNameDavid Oestreicher Sincerely,
Comapany NameT. Rowe Price Group, Inc.
Division of
Corporation Finance
September 20, 2022 Page 2 Disclosure Review
Program
FirstName LastName