Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 2, 2021, the Board of Directors (the "Board") of T. Rowe Price Group, Inc. (the "Company") increased the number of directors from 11 to 12, and elected Ms. Eileen Rominger as a director of the Company. Ms. Rominger was appointed to the Audit Committee and to the Executive Compensation and Management Development Committee.

The Board determined that Ms. Rominger is an "independent director" in accordance with the NASDAQ Listed Company Rules, the rules and regulations of the Securities and Exchange Commission and the Company's Corporate Governance Guidelines.

Ms. Rominger was a senior advisor to CamberView Partners, LLC, a provider of investor-led advice for management and boards of public companies on shareholder engagement and corporate governance, from 2013 to 2018. Ms. Rominger also was the director of the Division of Investment Management at the U.S. Securities and Exchange Commission from 2011 to 2012. She joined Goldman Sachs Asset Management in 1999, became a partner from 2004 to 2011, and the global chief investment officer from 2008 to 2011. She began her investment management career in 1981 at Oppenheimer Capital, where she worked for 18 years as a securities analyst and then as an equity portfolio manager, serving as a managing director and a member of the executive committee.

Ms. Rominger served as a member of the board of directors of Swiss Reinsurance Company Ltd. from 2018 to 2020. Ms. Rominger is also a member of the board of trustees, vice chair, and chair and member of the HR executive committees, respectively, of Massachusetts Museum of Contemporary Art and a member of the board of trustees and chair of the finance committee of Jacob's Pillow Dance Foundation.

Ms. Rominger earned a B.A. in English from Fairfield University and an M.B.A. in finance from University of Pennsylvania, The Wharton School.

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