01—Abstract
Summary
Summary of the 8-K filed April 22, 2026. Cited figures are marked; the original filing is the authoritative source.
On April 22, 2026, T.
Rowe Price Group, Inc. (the Company) and Oak Hill Advisors, L.P. (OHA) announced an updated evergreen operating arrangement intended to continue supporting OHA's position as a leading alternatives firm serving institutional, insurance, wealth and retirement clients. The filing is made under Item 5.02 (departure/appointment of officers and compensatory arrangements) and centers on the amended and restated employment agreement with Glenn R.
August, Chief Executive Officer of OHA, approved by the Independent Directors on April 21, 2026, on the recommendation of the Compensation Committee. The agreement sets Mr. August's annual base salary at $350,000,a with eligibility for annual bonus and incentive awards, and states he will receive no compensation for his Board service. If he is terminated without cause or resigns for good reason, he would receive 12 months of base salary continuation, a prorated bonus based on actual results, and 12 months of employer-paid COBRA coverage, subject to a release and continued compliance with restrictive covenants.
Non-competition and customer non-solicitation covenants run to the later of one year after termination or December 31, 2028. The filing also describes new OHA compensation structures.
Mr. August was awarded a 16.333% allocation of the OHA Partner Cash Compensation Pool for 2027, with variable compensation for qualifying partners deferred into equity awards under the 2020 Long Term Incentive Plan starting in 2027. A Supplemental Compensation Pool of up to $20 millionb annually from 2027 through 2030 is also established, and a Value Creation Incentive Plan grants Mr. August 8.166% of the VCI Pool for the 2027 performance period, equal to 50% of his 2027 OHA Partner Cash Compensation Pool percentage.
02—Key points
Key Highlights
- Glenn R. August, CEO of Oak Hill Advisors, L.P., has an amended and restated employment agreement approved April 21, 2026, with an annual base salary of $350,000.
- Severance on termination without cause or for good reason includes 12 months of base salary continuation, a prorated annual bonus, and 12 months of employer-paid COBRA coverage, subject to a release.
- Non-competition and customer non-solicitation covenants apply through the later of one year after termination or December 31, 2028.
- Mr. August was awarded a 16.333% allocation of the OHA Partner Cash Compensation Pool for 2027.
- A Supplemental Compensation Pool of up to $20 million annually from 2027 through 2030 is established under the OHA 2026 Partner Cash Compensation Pool Plan.
- A new Value Creation Incentive Plan awards Mr. August 8.166% of the VCI Pool for the 2027 performance period, equal to 50% of his 2027 Partner Cash Compensation Pool percentage.
- Partner variable compensation above a cash compensation threshold will be deferred into LTI Plan equity awards beginning with the 2027 calendar year.
03—Questions
Frequently Asked Questions
What is the purpose of the updated arrangement between T. Rowe Price and Oak Hill Advisors?
According to the filing, the updated evergreen operating arrangement is intended to continue supporting OHA's position as a leading alternatives firm serving institutional, insurance, wealth and retirement clients.
What compensation does Glenn R. August receive under the new employment agreement?
Mr. August receives an annual base salary of $350,000 and may receive an annual bonus and/or equity and other incentive payments. He receives no compensation for his service on the Company's Board.
What severance would Mr. August receive if terminated without cause or for good reason?
He would receive accrued benefits plus 12 months of base salary continuation, a prorated annual bonus based on actual results, and 12 months of employer-paid COBRA coverage, subject to a general release and continued compliance with restrictive covenants.
How are OHA partners' cash bonuses and incentive awards structured?
Partners are awarded allocation percentages in the OHA Partner Cash Compensation Pool, which is the residual after non-partner employees are paid. Mr. August's 2027 allocation is 16.333%. Beginning in 2027, a portion of variable compensation for partners meeting a cash compensation threshold will be deferred into LTI Plan equity awards, and a Supplemental Compensation Pool of up to $20 million annually from 2027 through 2030 is also available.
What is the Value Creation Incentive Plan?
The VCI Plan provides certain OHA employees, including Mr. August, incentive payments based on a percentage of cash fee revenue for a calendar year performance period. The percentage is set by levels of growth in certain fee-related earnings. Mr. August was awarded 8.166% of the VCI Pool for 2027, equal to 50% of his 2027 Partner Cash Compensation Pool percentage.
04—Continue