AFFILIATED MANAGERS GROUP, INC.
AMG DEF 14A Report ended April 11, 2025
AFFILIATED MANAGERS GROUP, INC.
10-Ks and 10-Qs
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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐
Preliminary Proxy Statement
☐
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒
Definitive Proxy Statement
☐
Definitive Additional Materials
☐
Soliciting Material Pursuant to §240.14a-12
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(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒
No fee required
☐
Fee paid previously with preliminary materials
☐
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
AFFILIATED MANAGERS GROUP, INC.
777 South Flagler Drive
West Palm Beach, Florida 33401
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 22, 2025
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NOTICE
IS HEREBY GIVEN that the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Affiliated Managers
Group, Inc. (the “Company”) will be held on May 22, 2025, at 9:00 a.m. Eastern Daylight Time at
the
Company’s office at 600 Hale
Street, Prides Crossing, Massachusetts 01965, for the following purposes:
1.
To elect eight directors of the Company to serve until the 2026 Annual Meeting of Stockholders and until their respective
successors are duly elected and qualified.
2.
To approve, by a non-binding advisory vote, the compensation of the Company’s named executive officers.
3.
To ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm
for the current fiscal year.
4.
To consider and act upon any other matters that may properly be brought before the Annual Meeting and at any
adjournments or postponements thereof.
This year, we have again reduced our environmental impact by providing proxy materials to you online pursuant to Securities
and Exchange Commission rules. On or about April 11, 2025, we will mail to our stockholders a Notice of Internet Availability of
Proxy Materials (the “Notice”) containing instructions on how to access the Proxy Statement and our 2024 Annual Report on Form
10-K online. The Notice, which cannot itself be used to vote your shares, also provides instructions on how to vote online and how
to request a paper copy of the proxy materials, if you so desire. Whether you receive the Notice or paper copies of our proxy
materials, the Proxy Statement and 2024 Annual Report on Form 10-K are available to you at
w
ww.proxyvote.com
.
The Company’s Board of Directors fixed the close of business on March 31, 2025 as the record date for determining the
stockholders entitled to notice of, and to vote at, the Annual Meeting and at any adjournments or postponements thereof. Your vote
is very important. Please carefully review the Proxy Statement and submit your proxy online, by telephone, or by mail, whether or
not you plan to attend the Annual Meeting. If you hold your shares in street name through a broker, bank, or other nominee, please
follow the instructions you receive from them to vote your shares.
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By Order of the Board of Directors.
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Kavita Padiyar
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General Counsel and Corporate Secretary
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West Palm Beach, Florida
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April 11, 2025
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TABLE OF CONTENT
S
1
AFFILIATED MANAGERS GROUP, INC.
777 South Flagler Drive
West Palm Beach, Florida 33401
PROXY STATEMENT
FOR 2025 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 22, 2025
April 11, 2025
This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of Affiliated Managers Group,
Inc. (“AMG,” the “Company,” “we,” “us
,”
or “our”) for use at our 2025 Annual Meeting of Stockholders to be held on May 22, 2025, at 9:00
a.m. Eastern Daylight Time at the Company’s office at 600 Hale Street, Prides Crossing, Massachusetts 01965 and at any adjournments or
postponements thereof (the “Annual Meeting”). At the Annual Meeting, stockholders will be asked to elect eight directors; approve, by a
non-binding advisory vote, the compensation of the Company’s named executive officers (as defined in the “Executive Compensation
Tables” section of this Proxy Statement); ratify the selection of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public
accounting firm for the current fiscal year; and consider and act upon any other matters properly brought before them.
Important Notice Regarding the Availability of Proxy Materials.
This year, we have again reduced our environmental impact by
providing proxy materials to you online in accordance with Securities and Exchange Commission (“SEC”) rules. On or about April 11, 2025,
we will mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access
this Proxy Statement and our 2024 Annual Report on Form 10-K online. The Notice, which cannot itself be used to vote your shares, also
provides instructions on how to vote online and how to request a paper copy of the proxy materials, if you so desire. Whether you received
the Notice or paper copies of our proxy materials, the Proxy Statement and 2024 Annual Report on Form 10-K are available to you at
www.proxyvote.com
.
Stockholders of record of the Company’s common stock at the close of business on the record date of March 31, 2025 will be entitled
to notice of the Annual Meeting and to one vote per share on each matter presented at the Annual Meeting. As of the record date, there
were 28,783,937 shares of common stock outstanding and entitled to vote at the Annual Meeting.
The presence, in person or by proxy, of holders of at least a majority of the total number of shares of common stock outstanding and
entitled to vote at the Annual Meeting is necessary to constitute a quorum for the transaction of business at the Annual Meeting.
Abstentions and broker non-votes, if any, will be counted as present and entitled to vote for purposes of establishing a quorum.
A “broker non-vote” is a proxy from a broker or other nominee indicating that such person has not received instructions from the
beneficial owner on a particular matter with respect to which the broker or other nominee does not have discretionary voting power.
Brokers have the discretion to vote their clients’ proxies only on matters deemed “routine” by the New York Stock Exchange (“NYSE”).
At this year’s Annual Meeting, the election of directors (Proposal 1) and the advisory vote on executive compensation
(Proposal 2) are non-routine matters, and only the ratification of our auditors (Proposal 3) is a routine matter. It is important that
you instruct your broker as to how you wish to have your shares voted on these proposals, even if you wish to vote as
recommended by the Board of Directors.
Stockholders are requested to submit a proxy online or by telephone, or by returning a completed, signed, and dated proxy card or
voting instruction form. If you vote online or by telephone, you should not return a proxy card or voting instruction form. Shares represented
by a properly submitted proxy received prior to the vote at the Annual Meeting and not revoked will be voted at the Annual Meeting as
directed by the proxy. If a properly executed proxy or voting instruction form is submitted without any instructions indicated, the proxy will
be voted
FOR
the election of each of the nominees for director,
FOR
the approval of the advisory vote on executive compensation, and
FOR
the ratification of the selection of PwC as our independent registered public accounting firm for the current fiscal year. If other matters
are presented, proxies will be voted in accordance with the discretion of the proxy holders on such other matters.
A stockholder of record may revoke a proxy at any time before it has been voted by filing a written revocation with the Corporate
Secretary of the Company at the Company’s principal executive office at 777 South Flagler Drive, West Palm Beach, Florida 33401, by
submitting a duly executed proxy bearing a later date, or by appearing in person and voting by ballot at the Annual Meeting. A stockholder
of record who voted online or by telephone may also change his or her vote with a timely and valid later online or telephone vote. Any
stockholder of record as of the record date may attend the Annual Meeting whether or not a proxy has previously been given, but the
presence (without further action) of a stockholder at the Annual Meeting will not constitute revocation of a previously given proxy. If you
hold your shares in street name and would like to change your voting instructions, please follow the instructions provided to you by your
broker, bank, or other intermediary.
A stockholder may vote in person at the Annual Meeting upon presenting picture identification and any one of the following: an
account statement, the Notice, or a proxy card. If you hold your shares in street name, you will need to obtain a proxy from your bank or
broker in order to vote in person, and you must bring a brokerage statement or letter from your broker, bank, or other intermediary
reflecting stock ownership, along with picture identification. The address of the Company’s office in Prides Crossing, Massachusetts is set
forth above for stockholders who plan to vote in person at the Annual Meeting.
2
PROXY STATEMENT SUMMARY
This summary highlights certain information from our Proxy Statement for the 2025 Annual Meeting of Stockholders. You
should read the entire Proxy Statement carefully before voting. Certain statements in this Proxy Statement are forward-looking
statements. See “Forward-Looking Statements.”
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2025 Annual Meeting of Stockholders
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Meeting Information
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Agenda Items
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Recommendation
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Additional Detail
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May 22, 2025
9:00 a.m. Eastern Daylight Time
Affiliated Managers Group, Inc.
600 Hale Street
Prides Crossing, Massachusetts 01965
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Proposal 1
—Election of Directors
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FOR
each Nominee
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Page 12
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Proposal 2
—Advisory Vote to Approve Executive
Compensation (Say-on-Pay)
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FOR
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Page 49
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Proposal 3
—Ratification of the Selection of
Independent Registered Public Accounting Firm
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FOR
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Page 50
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Company Overview
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AMG is a strategic partner to leading independent investment firms globally. Our strategy is to generate long-term value by
investing in high-quality independent partner-owned firms, which we refer to as “Affiliates,” through a proven partnership approach,
and allocating resources across our unique opportunity set to the areas of highest growth and return. With their entrepreneurial,
investment-centric cultures and alignment of interests with clients through direct equity ownership by firm principals, independent
firms have fundamental competitive advantages in offering unique return streams to the marketplace. AMG’s distinctive partnership
approach magnifies the existing advantages of our independent Affiliates and actively supports their ongoing independence and
ownership culture. Our innovative model enables each Affiliate’s management team to retain autonomy and significant equity
ownership in their firm, while Affiliates leverage our strategic capabilities and insight, including growth capital, product strategy and
distribution through our capital formation capabilities, succession planning, and strategic advice, to expand their reach, diversify
their businesses, and enhance their long-term success.
3
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2024 Performance Summary
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AMG achieved solid results in 2024, reflecting the positive impact of our strategic execution and our capital allocation discipline
across both growth investments and share repurchases. In 2024, we continued to strategically evolve our business, increasing our
exposure to alternatives through our focus on investing our capital and resources in and alongside our Affiliates, especially in
collaboration to develop innovative products well-aligned with client demand trends. We actively engaged with and advanced our
robust pipeline of prospective Affiliates, and, after year-end, successfully closed a partnership with NorthBridge Partners, a private
markets manager specializing in industrial logistics real estate. In addition, we meaningfully enhanced our liquidity position and
further strengthened our balance sheet, while also returning significant excess capital to shareholders through share repurchases.
Our Economic earnings per share grew by 10% relative to the previous year, driven
primarily by higher fee-related earnings, which
more than offset a decline in
performance fee earnings
. We continue to focus on strategically evolving our business to expand our
exposure to long-term secular growth areas, and exercise ongoing discipline in allocating capital to generate long-term earnings
growth and shareholder value creation
.
$13.52
1
$14.52
1
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•
Economic earnings per share (“EEPS”) of $21.36
grew +10%
relative to the prior year primarily due to higher fee-related
earnings and share repurchase activity, with a CAGR of +13%
since 2020
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•
GAAP Earnings per share (diluted) of $15.13
, grew +4%
relative to the prior year, excluding the impact from gains from
Affiliate sales
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Adjusted EBITDA of $973.1 million
grew +4% relative to prior
year primarily due to higher fee-related earnings, and a CAGR of
+5% since 2020
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1.
Reflects
adjustment to exclude $11.83 and $2.90 GAAP earnings per share (diluted) for FY 2022 and FY 2023, respectively, as a result of
gains associated with the Baring Private Equity Asia and Veritable transactions, net of taxes.
Additional information on non-GAAP financial performance measures, including reconciliations to the most directly comparable GAAP measure, can
be found in AMG’s 2024 Annual Report on Form 10-K (or, with respect to amounts above for 2020 and 2021, AMG's Quarterly Report on Form 10-
Q for the quarter ended March 31, 2023) under “Supplemental Financial Performance Measures.”
4
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2024 Performance Summary (cont.)
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Stockholder Return
and Relative
Earnings Growth
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AMG stock has outperformed the Peer Group over
the 3-year period ended December 31, 2024
•
Over the 3-year period, AMG stock increased +12%
and outperformed the Peer Group median of (3%)
and reflected EEPS growth momentum and the
positive impact of AMG’s growth and capital
allocation strategy despite a challenging industry
backdrop
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Executing on AMG
Growth Strategy
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In 2024, AMG’s senior management team continued
to strategically evolve the business through growth
investments, particularly in collaboration with
Affiliates to develop new products for the U.S.
wealth channel. Over the past 5 years, alternatives
AUM on AMG’s U.S. wealth platform has grown
more than tenfold. Since 2019, AMG’s executive
team has reshaped our business profile, increasing
the earnings contribution (as measured by
Adjusted EBITDA) from alternative strategies from
~35% to ~50%
•
In 2024, AMG facilitated the launch of three new
evergreen alternative products and anticipates the
launch of two additional strategies in 2025, managed
by Affiliates operating in secular growth areas,
including Pantheon, Comvest, and Systematica.
With a track record of more than a decade in the
space, AMG’s capabilities and expertise in
collaborating with Affiliates to pursue strategic
product opportunities, particularly those designed for
the U.S. wealth marketplace, are increasingly
enhancing the growth of existing Affiliates, and are
highly attractive to prospective Affiliates
•
Following year-end, closed investment in
NorthBridge Partners, a private markets manager
specializing in industrial logistics real estate
•
AMG has been one of the most active investors in
independent investment firms over the last 5 years,
reflecting ongoing demand among prospective
Affiliates for AMG’s unique and broad array of
partnership solutions for independent firms, the
strength of AMG’s existing long-term proprietary
relationships, and three-decade track record of
successful partnerships
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Disciplined Capital
Allocation: Affiliate
Investments,
Capital Return, and
Strengthened
Balance Sheet
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Returned approximately $700 million in capital to
stockholders, while maintaining strong and flexible
balance sheet
•
Excess capital used to further reduce shares
outstanding by approximately 11% in 2024 and
approximately 36% since the end of 2019
•
Extended revolver to 2029, paid down $750 million in
senior debt, and issued $850 million in institutional
and retail bonds, further strengthening our balance
sheet and liquidity profile, and extending the
weighted average maturity of our outstanding debt to
more than 20 years
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36% reduction in shares outstanding
Share Count Reduction
Additional information on this non-GAAP financial performance
measure, including a reconciliation to the most directly
comparable GAAP measure, can be found in AMG's 2024
Annual Report on Form 10-K (or, with respect to amounts above
for 2020, AMG's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2023) under “Supplemental Financial
Performance Measures.”
Alternatives
contribution
increased from
~35% to ~50%
$795
$9
73
Adjusted EBITDA ($mm)
3-Year AMG Stock Performance
Reflects average shares outstanding (adjusted diluted), in
millions, as of fourth quarter of each year
.
5
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Governance Highlights
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Highly Independent and
Skilled Board
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•
All Board committees composed entirely of independent directors
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The CEO is the only non-independent director
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Directors bring a wide array of qualifications, skills, and attributes to
AMG’s Board; see “Director Nominee Experience and Skills
Overview” on page 14
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•
43% of independent director nominees are women, with
three women nominated to serve on the Board
•
43% of independent director nominees are ethnic minorities
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Non-Executive,
Independent Board Chair
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Transitioned to a non-executive, independent Board Chair in 2020;
structure provides effective checks and balances to ensure the
exercise of independent judgment by the Board
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•
Current Board Chair is an independent director with
experience serving on all committees
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Significant Board
Refreshment
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•
Four of the seven independent director nominees are new since
2021, including new independent director appointments in 2023 and
2024
•
Average director nominee age of 61; median tenure of 5 years
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•
New Chairs of all three Board committees in 2024, and new
members appointed to each committee since 2020
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Long-tenured independent directors in leadership roles
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Director Accountability,
Development, and
Engagement
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•
100% average director attendance rate at all Board and committee
meetings in 2024
•
Comprehensive orientation for new directors; ongoing development
programs, with additional training for directors in new leadership
roles
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•
Annual Board and committee self-evaluations and individual
director assessments
•
Annual election of directors at majority vote standard (no
staggered board)
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No Overboarding
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Nominating and Governance Committee assesses director time
commitments in reviewing nominee candidates
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Formal overboarding policy adopted in 2024
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Only one director nominee serves on additional public
company boards (none serves on more than two other such
boards); in compliance with AMG’s policy
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Active Shareholder
Engagement
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Active engagement, with regular shareholder outreach
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Strong track record of integration of shareholder feedback into
corporate governance practices and compensation program design
over many years
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•
In 2024 and 2025 YTD, AMG engaged the majority of our
large shareholders on topics including corporate strategy,
corporate governance, executive compensation, and
sustainability
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Strong Shareholder
Alignment: Policies and
Initiatives
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•
Equity Ownership Guidelines require 10x annual base salary for
CEO (7x for other NEOs) and 5x annual base fees for independent
directors; CEO and other NEOs are subject to an additional Equity
Holding Policy described on page 28
•
AMG’s directors and executives have collectively purchased more
than 110,000 shares in the open market since 2019, totaling
approximately $11 million in notional value at time of purchase
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•
CEO currently holds 461,178 shares, or 1.6%, of AMG stock,
significantly exceeding the required level
•
Other NEOs currently hold 341,645 shares, or 1.2%, of AMG
stock, significantly exceeding the respective required levels
•
Ownership by executives and independent directors
collectively more than doubled over the last 3 years
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Insider
Share Ownership
Reflects beneficial ownership of AMG’s common stock as of December 31, 2022, 2023, and 2024. Data for “Other NEOs” in 2022
and 2023 reflects ownership by John Erickson, Head of Affiliate Engagement, who was a named executed officer in such years, and
excludes Mses. Ritchea and Padiyar, as they were first determined to be named executive officers for 2024. Data for “Executives
and Directors” reflects ownership by the CEO, Other NEOs, and current independent directors. Percentage of shares outstanding for
each of 2022, 2023, and 2024 is based on the Company’s shares of common stock outstanding as reported on the cover page of the
Company’s Annual Report on Form 10-K for such year.
+76%
+185%
+109%
CEO
Other NEOs
Executives and Directors
0.7%
1.0%
1.5%
0.3%
1.1%
2.7%
1.6%
0.5%
1.1%
6
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2024 Compensation Program Overview and Enhancements
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AMG meets with stockholders extensively throughout the year as part of our investor outreach, and we have a demonstrated history of integrating
shareholder feedback into our executive compensation program design. In 2024, 97% of the votes cast by stockholders supported our Say-on-Pay
proposal, expressing strong ongoing support for our executive compensation program (following 98% and 97% stockholder support in 2023 and
2022, respectively). Shareholders recognized the compensation program’s quantitative approach and clear pay-for-performance linkage, as well
as the significant integration of shareholder feedback over time.
•
Following the Compensation Committee’s 2021 redesign of AMG’s incentive determination process, and further enhancements for performance
years 2022 and 2023, the approach has been widely well-received, with strong shareholder support for the increasingly simplified, transparent
incentive determination process driven by pre-set, objective, rigorous metric targets; new compensation payout targets; and formulaic
determination of compensation amounts and mix
•
For 2024, in response to shareholder and proxy advisor feedback, and in keeping with prior years, the Committee implemented modest
refinements to the incentive determination process. The aggregate effect of the modifications reduced the ultimate payout to the CEO and other
executives relative to what the performance year 2024 payout would have been using the prior year’s incentive determination process
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Feedback
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AMG Response
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Further align incentive determination
metrics with long-term returns and
objectives
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•
Replaced Annual Management Fee EBITDA metric with Annual Adjusted EBITDA metric to
better reflect the growing contribution of performance fee earnings in our business resulting
from management’s focus on strategically evolving AMG’s business and exposures
•
The replacement of Annual Management Fee EBITDA with Annual Adjusted EBITDA did not
have a material impact on the overall achievement score
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Streamline incentive determination
metrics and increase weighting of
financial metrics to further link executive
compensation with financial and stock
performance
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•
Moved from 10 to 9 scorecard metrics, 100% of which are quantitative in nature, and assigned
an equal weighting to all remaining metrics, resulting in an increased total weighting of metrics
based on AMG’s financials (now 8 of 9 metrics, or 89%)
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Continue to monitor Peer Group to reflect
AMG’s size and business model
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•
Streamlined Peer Group with removal of Ares Management Corporation (“Ares”), to reflect
AMG’s growth, overall changes in the asset management industry, and the business models,
size, and scope of our competitors
•
All members of the Peer Group operate investment management organizations and compete
for talent in our industry
•
Adjustment of Peer Group resulted in a 13% decrease in the median CEO compensation of
peers, used to set CEO Target Total Payout
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Further align incentive award mix and
structures with business performance
and long-term shareholder value creation
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•
Increased vesting duration of Long-Term Performance Achievement Awards to 4-year cliff
vesting from 3-year cliff vesting
•
Increased proportion of Long-Term Performance Achievement Awards as a percentage of total
formulaic equity incentive awards to 75% from 60%, to further enhance the alignment of future
realized compensation with long-term shareholder value creation
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Add a second performance metric to
Long-Term Performance Achievement
Awards
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•
Implemented Economic earnings per share (EEPS)-based metric as a second performance
metric for Long-Term Performance Achievement Awards, in addition to existing Average Return
on Equity (“Average ROE”) metric. The implementation of this metric is intended to further
enhance the alignment of executive realized compensation with business performance, as we
believe EEPS is the most comprehensive measure of overall earnings contribution on a per-unit
basis, incorporating the aggregate condition of Affiliates, corporate expenses, capital structure,
tax exposure, and the full weight of capital allocation decisions
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7
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2024 Annual Incentive Compensation Determination Process
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Overview of Enhanced Performance Assessment Process
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•
Below is a summary of the Compensation Committee’s Performance Assessment process to establish the Annual Incentive Compensation for
the CEO and other NEOs
•
Three of the five steps are formulaic; the Compensation Committee sets the Peer Group, compensation targets, and compensation caps
–
For 2024, the Compensation Committee further updated our Peer Group to reflect AMG’s growth, overall changes in the asset
management industry, and the business models, size, and scope of our competitors
–
The Target Total Payout was set at $13.3 million for our CEO in 2024, based on the
median
of Peer Group compensation
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Review and Set Metric Targets for Quantitative Scorecard Assessment
Metric targets set across nine quantified, objective, and pre-set metrics
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Determine Peer Group to set NEO Target Payouts along with maximum payout
levels
CEO Target Total Payout was set at the Peer Median ($13.3mm); cap on Total Compensation set at $17.5mm
(unchanged from prior years)
Non-CEO NEO Target Payouts are informed by peer medians and other benchmarking data, and incorporate
individuals’ AMG roles and responsibilities; individual caps established by the Compensation Committee
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Calculate Performance Assessment scoring after year-end
Upon completion of annual external audit, Performance Assessment score is finalized via weighted achievement
levels of individual metrics (score of 100% implies median performance)
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Calculate Annual Incentive Compensation amount
Apply weighted score of 118% to the Target Total Payout, which for the CEO yielded $15.0mm in Annual Incentive
Compensation
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Formulaically derive Annual Incentive Compensation payouts (cash and equity)
(i)
Determine the mix of cash bonus and total long-term equity incentive awards, using a pre-established tiered
formula
(ii)
Allocate the equity awards across performance-based and time-based equity awards, using pre-established
formulaic allocations
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8
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2024 Annual Incentive Compensation Determination Results
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2024 Performance Assessment Scorecard Results
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•
The Compensation Committee designed each metric based on the objective to pay median compensation for median performance. To the
extent that the CEO and other NEOs deliver exceptional business performance, an individual metric will yield a score of greater than 100%
(subject to a cap implemented by the Committee of 200% on the achievement of any individual metric and an aggregate notional cap on Total
Compensation independent of the weighted score); accordingly, for below-median or below-target performance, as applicable, an individual
metric will yield a score of less than 100%
•
Beginning in performance year 2023, the Committee implemented a threshold on the earnings-related metrics (#1 and #2 on following page),
set at 50% of target. In 5 of 9 metrics (#3 – #7), poor performance may yield a score of 0%, indicating a natural threshold value for these
metrics. In total, 78% of the scorecard metrics have a pre-set or natural threshold value
•
The CEO Target Total Payout was confirmed at $13.3 million, the median of the CEO compensation of the Peer Group. Based on the output of
the formulaic Performance Assessment scorecard, the final score of 118% was applied to CEO Target Total Payout of $13.3 million, resulting in
Annual Incentive Compensation for the CEO of $15.0 million
•
In 2024, as in previous years, the Compensation Committee further refined the Performance Assessment Scorecard based on shareholder
feedback. These adjustments included streamlining the overall number of metrics from 10 to 9, and replacing or refining metrics to continue to
reflect the evolution of AMG’s business and align the Performance Assessment with long-term capital allocation decision-making. Taken
together, these adjustments did not have a material impact on the overall achievement score
•
Having calculated the results of the Performance Assessment scorecard, the Committee reviewed the output from the weighted average score
applied to the CEO Target Total Payout, which produced total incentive compensation awards for 2024 consistent with the design of the plan
•
The Overall Performance Assessment Score increased from 106% in 2023 to 118% in performance year 2024. Please see the graphic on the
following page for detailed performance by metric. The drivers of the increase in the overall achievement score relative to the prior year
include:
–
Solid annual growth in Adjusted EBITDA and EEPS, driving metrics #1, #2, and #3
–
Stronger absolute stockholder return in the 1- and 5-year periods, partially offset by a decline in the 3-year period, impacting metrics #4,
#5, and #7
–
Increase in weight of metrics based on AMG’s financials resulted in a modest increase in the score, as a result of a higher achievement
score in these metrics relative to the prior year
–
The positive impacts above were partially offset by lower achievement scores in metrics #6, #8, and #9
9
|
2024 Annual Incentive Compensation Determination Results (cont.)
|
||||
|
2024 Performance Assessment Scorecard Results (cont.)
|
||||
|
Performance Metric
|
Weight
|
Achievement
Levels
|
||
|
Annual Adjusted EBITDA ($mm)
|
101%
|
||
|
Annual Economic Earnings Per Share
|
104%
|
||
|
EEPS / GAAP EPS as Adjusted Growth Percentile
Rank
|
154%
|
||
|
Total Stockholder Return: Absolute
(1-, 3-, and 5-Year Composite)
|
121%
|
||
|
Total Stockholder Return: Relative
(1-, 3-, and 5-Year Composite)
|
100%
|
||
|
3-Year Rolling Yield on New Affiliate Investments
|
115%
|
||
|
3-Year Rolling Adjusted Return on Capital
|
145%
|
||
|
AUM Contribution from Selected Strategic Target
Areas
|
104%
|
||
|
Employee Engagement Score
|
118%
|
||
|
Overall Performance Assessment Score
|
118%
|
|||
Target
Cap
Please refer to the “Compensation Discussion and Analysis” section of this Proxy Statement for additional information.
|
Formulaic Derivation of Incentive Compensation and Mix of Incentive Awards
|
•
The Overall Performance Assessment Score of 118% was applied to the CEO Target Total Payout, producing $15.0 million in Annual Incentive
Compensation
•
Annual Incentive Compensation was then allocated between cash bonus and long-term equity awards using a pre-established tiered formula
which caps cash awards at 50% of Annual Incentive Compensation, and in which the proportion of equity awards increases as Annual
Incentive Compensation increases. The allocation resulted in a formulaic cash bonus of $6.0 million (40%) and a formulaic equity incentive
award amount of $9.0 million (60%)
•
Beginning with performance year 2024, the Compensation Committee increased the vesting duration of Long-Term Performance Achievement
Awards to 4-year cliff vesting from 3-year cliff vesting, and increased the proportion of Long-Term Performance Achievement Awards as a
percentage of total formulaic equity incentive awards to 75% from 60%. These changes further enhance the alignment of future realized
compensation with long-term shareholder value creation
10
|
Questions and Answers
|
|
|
Question
|
AMG Response
|
|
How did the Compensation
Committee determine that
this incentive determination
approach was appropriate
and rigorous? What was the
rationale for the changes
made to the Performance
Assessment metrics and
weightings?
|
•
Implemented Best Practices:
The Compensation Committee integrated many years of shareholder
feedback to redesign the incentive determination process for performance year 2021, resulting in an
objective, formulaic, streamlined approach which incorporates compensation targets, performance metric
targets across financial, Total Stockholder Return (“TSR”), and operating measures in a single quantitative
Performance Assessment. The Committee implemented a pre-set formula governing the mix of cash and
equity incentive awards
•
In 2024, in response to shareholder feedback, the Committee further refined the Performance Assessment
scorecard by streamlining and refining metrics; incorporated 4-Year Cumulative EEPS as a second metric in
addition to Average ROE (in response to feedback that performance-based equity had been driven by a
‘single’ metric); and increased the vesting duration and performance measurement period to 4 years for
annual performance-based equity grants, to further enhance alignment of future realized compensation with
long-term business performance and shareholder value creation
•
Relative Performance Drives Relative Compensation:
The approach is designed to yield incentive
compensation payouts relative to a peer benchmark (in each of the past three years, the benchmark for CEO
compensation was set at the median of Peer Group CEO compensation) and relative to median peer
performance
•
Strong Shareholder Support:
The redesigned incentive program was supported by 97%, 98%, and 97% of
shares voted by shareholders at the 2024, 2023, and 2022 Annual Meetings of Stockholders, respectively,
indicating strong affirmation of the appropriate and rigorous nature of the Committee’s approach.
Shareholders also commented that the formulaic approach utilizes metrics that are consistent with
management’s ability to drive value creation. Following the redesign of the incentive determination process in
2021, the Committee has implemented modest refinements to the program over time in response to
shareholder and proxy advisor feedback. In 2024, the Committee implemented further refinements to the
Performance Assessment framework to (i) increase focus on long-term returns and objectives and (ii) refine
the Peer Group
|
|
What is the philosophy
behind the compensation
targets? How were the CEO
and other NEO targets set?
|
•
Target Total Payout amounts are confirmed annually based on peer benchmarking, where available, and
reflect input from our independent compensation consultant
•
Since performance year 2021, the CEO compensation target has been set at the median of the most recently
available peer CEO compensation (prior fiscal year). By targeting the median of peer CEOs, the
Compensation Committee determined that the formulaic Performance Assessment would effectively reward
above-median financial, stockholder return, and operating performance with above-median incentive
compensation (and indicate below-median incentive compensation for below-median financial, stockholder
return, and operating performance)
•
For other named executive officers, the Target Total Payouts were informed by peer benchmarking where
available, but were not set directly at peer medians, because of the distinctive nature of the given role at
AMG, wherein the executive’s role is broader than would be suggested by the role title, or because the
individual was new to the role in 2024, or because the role is unique to AMG
|
|
Why were these metrics
chosen? How were targets
set?
|
•
The metrics were chosen following an extensive review of key drivers of shareholder return and the
Company’s strategic goals, along with management’s ability to create value, and reflect shareholder input
and feedback; each metric is reviewed annually to ensure alignment with shareholder value creation
consistent with the design of the compensation program
•
Please refer to pages 34–35 for detailed descriptions of the financial, stockholder return, and operating
metrics, the rationale for choosing each metric, and the target-setting methodology of each metric
|
11
|
Questions and Answers (cont.)
|
|
|
Question
|
AMG Response
|
|
Why is this Peer Group
appropriate for AMG? What
was the rationale for the
removal of Ares this year?
What was the impact on the
median of Peer Group CEO
compensation?
|
•
The Compensation Committee regularly reviews our Peer Group to ensure the ongoing relevance of its
composition to AMG’s business. In determining the Company’s Peer Group on an annual basis, the
Compensation Committee considers both industry- and company-specific dynamics to identify the peers with
which we compete for talent, client assets, and stockholder capital. The Committee evaluates the Peer
Group to ensure that it reflects the Company’s growth, overall changes in the asset management industry,
and the business models, size, and scope of our competitors
•
For 2024, the Committee streamlined the Peer Group, by removing Ares Management Corporation, reducing
the total number of peers to 12, and better aligning the Peer Group market capitalization with that of AMG
•
Given the removal of Ares, the peer median used to set the Target Total Payout for the CEO declined by 13%
from $15.3 million to $13.3 million
|
|
What was the net impact of
the changes to the incentive
determination process in
2024 (across metrics,
methodologies, and Peer
Group changes) on CEO
compensation?
|
•
Excluding the impact of the removal of Ares from the Peer Group, the net impact of the changes in the
incentive determination process for performance year 2024 across refinement of scorecard metrics was
immaterial
•
Including the removal of Ares from the Peer Group, Total Compensation for the CEO was lower by 10%
|
|
Why is Average ROE one of
the performance metrics
utilized in performance-
based equity awards? How
does the metric align with
shareholder value creation
over the performance
period?
|
•
Average ROE aligns management incentives with two distinct goals: (i) growing Economic earnings and (ii)
effective stewardship of shareholder capital, over a long-term period. The Average ROE ratio provides
shareholders with objective insight into the efficiency with which AMG’s management team allocates capital
and uses stockholder equity to generate earnings, and should be measured against Cost of Equity
•
Average ROE incorporates multiple financial metrics. Average ROE is defined as the annual average of the
Company’s Economic net income (calculated on a pre-compensation basis) over a specified measurement
period, divided by the quarterly average of the Company’s stockholder’s equity, controlling interest over such
period (excluding accumulated other comprehensive income, impairments recorded subsequent to the grant
date, and other transactions and investments included in GAAP Net income but that do not impact Economic
net income), reflected as a percentage
•
Return on Equity (ROE) is often used by other financial services companies as an objective measure of
management’s effectiveness at using stockholder equity to generate earnings and to encourage responsible
long-term planning
|
|
What was the rationale
behind the changes made to
Long-Term Performance
Achievement Awards,
including the addition of a
second metric, increasing
the vesting duration, and
increasing the mix of these
awards as a percentage of
total formulaic equity
incentive awards?
|
•
The Compensation Committee believes that equity incentive awards tied to rigorous, transparent
performance metrics better align realized executive compensation with business performance. Accordingly,
the Compensation Committee decided to increase the proportion of Long-Term Performance Achievement
Awards as a percentage of total formulaic equity incentive awards to 75%, from 60%
•
The increase in the vesting duration and performance measurement period of Long-Term Performance
Achievement Awards to 4 years from 3 years is in line with the program’s focus on long-term returns and
business performance. The lengthened vesting duration and performance measurement period enhances the
Company’s ability to retain key executives and incent long-term performance
•
The implementation of a second metric further incents long-term performance achievement, providing
executives with the opportunity to earn a higher maximum payout if long-term growth objectives are achieved
•
The second metric is 4-Year Cumulative Economic earnings per share (EEPS). We believe EEPS is the most
comprehensive measure of overall earnings contribution on a per-unit basis, and incorporates the aggregate
condition of Affiliates, corporate expenses, capital structure, tax exposure, and the full weight of capital
allocation decisions (i.e., deployment of capital into growth investments and share repurchases)
|
12
PROPOSAL 1: ELECTION OF DIRECTORS
Introduction
Eight directors, which will constitute our entire Board of Directors following the Annual Meeting, are expected to be elected at
the Annual Meeting to serve until the 2026 Annual Meeting of Stockholders and until their respective successors are duly elected
and qualified. The Board of Directors, upon the recommendation of the Nominating and Governance Committee, has nominated
Karen L. Alvingham, Dwight D. Churchill, Annette Franqui, Jay C. Horgen, Félix V. Matos Rodríguez, Tracy P. Palandjian, David C.
Ryan, and Loren M. Starr to serve as directors. Each of these director
nominees
is currently serving as a director of the Company.
As more fully discussed below in the “Corporate Governance Matters and Meetings of the Board of Directors and Committees”
section of this Proxy Statement, the Board of Directors has determined that seven of its eight director nominees, Lady Alvingham,
Mr. Churchill, Ms. Franqui, Dr. Matos Rodríguez, Ms. Palandjian, Mr. Ryan, and Mr. Starr have no material relationship with the
Company and, therefore, are independent for purposes of NYSE listing standards. The Board of Directors expects that each of the
director nominees will, if elected, serve as a director for the new term. However, if any person nominated by the Board of Directors
is unable to accept election, the proxies will be voted for the election of such other person or persons as the Board of Directors may
recommend.
The Company’s by-laws (as amended and restated, the “By-laws”) provide for majority voting in uncontested director elections.
Under the majority voting standard, directors are elected by a majority of the votes cast, which means that the number of shares
voted “for” a director must exceed the number of shares voted “against” that director. In a contested election (a situation in which
the number of nominees exceeds the number of directors to be elected), the standard for the election of directors will be a plurality
of the votes cast. Abstentions and broker non-votes will have no effect on the outcome of the vote on the election of directors.
Under our Corporate Governance Guidelines, the Nominating and Governance Committee has established procedures for any
incumbent director who is not re-elected to tender his or her offer to resign. Upon receiving the director’s offer to resign, the
Nominating and Governance Committee will recommend to the Board of Directors whether to accept or reject the offer to resign, or
whether other action should be taken. The Nominating and Governance Committee and the Board of Directors, in making their
decisions, may consider any factor or information that they deem relevant. The Board of Directors, taking into account the
Nominating and Governance Committee’s recommendation, will act on the tendered resignation within ninety days following
certification of the election results. A director whose resignation is under consideration must abstain from participating in any
recommendation or decision regarding his or her resignation.
Recommendation of the Board of Directors
The Board of Directors believes that the election of each of the director nominees named above is in the best interests of the
Company and its stockholders and, therefore, unanimously recommends that stockholders vote
FOR
the election of each of the
director nominees.
13
Information Regarding the Nominees
The following table sets forth the name, age (as of April 1, 2025), tenure, and other information of each director nominee, along
with the committees of the Board of Directors on which each individual currently serves.
|
Director Nominee Information: Committee Memberships
|
|||||||
|
Name
|
Age
|
Compensation
Committee
|
Nominating and
Governance
Committee
|
Audit
Committee
|
Independence
|
Tenure
(Years)
|
Other
Public
Company
Boards
|
|
Karen L. Alvingham
|
62
|
✓
|
✓
|
7
|
—
|
||
|
Dwight D. Churchill
|
71
|
✓
|
✓ (Chair)
|
✓
|
15
|
—
|
|
|
Annette Franqui
|
63
|
✓
|
✓
|
<1
|
2
|
||
|
Jay C. Horgen
|
54
|
6
|
—
|
||||
|
Félix V. Matos Rodríguez
|
63
|
✓
|
✓
|
✓
|
4
|
—
|
|
|
Tracy P. Palandjian
|
54
|
✓ (Chair)
|
✓
|
✓
|
13
|
—
|
|
|
David C. Ryan
|
55
|
✓
|
✓
|
✓
|
3
|
—
|
|
|
Loren M. Starr
|
63
|
✓ (Chair)
|
✓
|
1
|
—
|
||
|
Average
Age of 61
|
100%
Independent;
All New Members
since 2021, and
New Chair in 2024
|
100% Independent;
4 New Members
since 2020, and
New Chair in 2024
|
100% Independent;
100% Financial
Experts;
All New Members
since 2023, and
New Chair in 2024
|
7 of 8
Nominees are
Independent
|
4 New
Members
since 2021,
including New
Appointment
in 2024
|
No
Overboarding
|
|
|
|
|
|
||||
|
Karen L. Alvingham
Director since 2018
|
Dwight D. Churchill
Board Chair 2025 - present
Director since 2010
|
Annette Franqui
Director since 2024
|
Jay C. Horgen
President and Chief Executive Officer
Director since 2019
|
||||
|
|
|
|
||||
|
Félix V. Matos Rodríguez
Director since 2021
|
Tracy P. Palandjian
Director since 2012
|
David C. Ryan
Director since 2021
|
Loren M. Starr
Director since 2023
|
||||
14
The director nominees bring a wide array of qualifications, skills, and attributes to AMG’s Board of Directors that support its
oversight role on behalf of our stockholders. The most relevant of these qualifications and skills are summarized in the t
able below
:
|
Director Nominee Experience and Skills Overview
|
||||
|
Capital allocation
|
Our continued success depends in large part on a disciplined approach to capital allocation, as
we seek to deploy resources in the areas of highest growth and return in our business to
capitalize on growth opportunities, before efficiently returning excess capital to our stockholders;
directors with experience managing capital contribute to the advancement of this strategy to
enhance long-term value creation
|
7 of 8
Nominees
|
||
|
Investment
management
|
Directors with investment management experience provide the Board with an enhanced
understanding and assessment of our business strategy and bring valuable perspective on
topics that are uniquely relevant to our industry
|
7 of 8
Nominees
|
||
|
Leadership
|
Directors who have held significant leadership positions provide a practical understanding of
organizations, processes, strategy, risk management, and other factors that promote growth
|
All
Nominees
|
||
|
Corporate governance
|
We place a high standard on strong corporate governance, and adopt best practices through the
active monitoring of evolving trends and developments, and through routine Board self-
assessments and enhancements to our governance policies, committee charters, and board
practices, as well as through active shareholder engagement and ongoing board refreshment,
and we seek directors with demonstrated knowledge and practical experience in corporate
governance, fiduciary roles, and stakeholder engagement
|
All
Nominees
|
||
|
Risk management
and compliance
|
Risk management is critical to the stability, security, and success of our business, and we seek
directors with regulatory and compliance expertise, as well as experience managing and
overseeing risk in public and private companies and in other contexts
|
All
Nominees
|
||
|
Financial, accounting,
or financial reporting
|
We use a broad set of financial metrics to measure our operating and strategic performance, and
we seek directors with an understanding of finance and financial reporting processes
|
7 of 8
Nominees
|
||
|
Operational,
including human
capital management
|
Directors with experience in operations are able to assess and advise management on the
formulation and execution of our business strategy, including the efficient allocation and
utilization of our and our Affiliates’ human capital and other operating resources, and the re-
allocation of those resources over time through all stages of market cycles
|
All
Nominees
|
||
|
Sustainability
|
Directors who have experience in managing sustainability issues are able to assist the Board in
overseeing and advising management to ensure that strategic business imperatives and long-
term value creation for stockholders are achieved within a responsible long-term business plan.
Directors who have experience in sustainable investment are able to advise management in
increasing AMG’s exposure to this secular growth area
|
5 of 8
Nominees
|
||
|
Public policy,
regulatory, and
government affairs
|
Directors with experience in governmental, regulatory, and related organizations provide
valuable insight into governmental actions and socioeconomic trends, as well as the highly
regulated industry in which we and our Affiliates operate
|
3 of 8
Nominees
|
||
|
Other public board
experience
|
Directors with experience serving on other public company and publicly traded fund boards
provide valuable operations and management perspectives, including insights on governance
trends and practices and other issues affecting public companies generally
|
5 of 8
Nominees
|
||
|
Global experience
|
Directors with global business experience, including managing and growing organizations
worldwide, and investing and operating experience in international and emerging markets,
provide valuable insights on growth trends in these markets
|
7 of 8
Nominees
|
||
15
The following biographical summaries provide additional information on the business experience, principal occupation and past
employment, and directorships of each director nominee during at least the last five years.
|
Director Nominee Biographical Information
|
|
|
Karen L. Alvingham
Nominating and
Governance Committee
|
Karen L. Alvingham has been a director of the Company since January 2018. She served until June 2017 as Managing
Partner of Genesis Investment Management, LLP, a boutique investment management firm and an AMG Affiliate since
2004. Lady Alvingham joined Genesis in 1990 and was appointed Managing Partner in 2003. Prior to joining Genesis,
she was a senior investment manager at Touche Remnant Investment Management Ltd and Lloyds Investment
Management Ltd. She began her career at Grieveson Grant & Co. She currently serves on the board of directors of
International Market Management Ltd. We believe Lady Alvingham’s qualifications to serve on our Board of Directors
include her substantial experience in the investment management industry, including as the managing partner of an
investment management firm serving clients around the world.
|
|
Dwight D. Churchill
Board Chair
Compensation
Committee; Nominating
and Governance
Committee (Chair)
|
Dwight D. Churchill has been a director of the Company since February 2010. Mr. Churchill held a number of senior
positions at Fidelity Investments before retiring from the firm in 2009. Having joined Fidelity in 1993, he served as the
head of the Fixed Income Division, head of Equity Portfolio Management and President of Investment Services. While
at Fidelity, Mr. Churchill also served as the elected chair of the Board of Governors for the CFA Institute, a 190,000-
member association, and from June 2014 to January 2015, he served as interim President and Chief Executive Officer
at the CFA Institute. Prior to joining Fidelity, Mr. Churchill served as a Managing Director of Prudential Financial, Inc.,
as President and Chief Executive Officer of CSI Asset Management, Inc., a subsidiary of Prudential Financial, Inc., and
held senior roles at Loomis, Sayles & Company and the Ohio Public Employees Retirement System. Mr. Churchill
currently serves on the Board of Trustees and as a member of the Audit Committee of State Street Global Advisors
SPDR ETF Mutual Funds. Mr. Churchill received a B.A from Denison University and an M.B.A. from The Ohio State
University Fisher College of Business. We believe that Mr. Churchill’s qualifications to serve on our Board of Directors
includes his extensive experience in the investment management industry.
|
|
Annette Franqui
Audit Committee
|
Annette Franqui has been a director of the Company since May 2024. Ms. Franqui is a Founding Partner of Forrestal
Capital, LLC, a business and investment advisory firm that services the original founding families of Panamerican
Beverages (“Panamco”). Previously, she served as the Chief Financial Officer of Panamco and as a Managing Director
in the investment banking division of JPMorgan Chase & Co. She currently serves on the boards of directors of OFG
Bancorp and Arcos Dorados Holdings Inc. and previously served as a member of the board of directors of AARP as
well as its Chair. Ms. Franqui received a B.S. from the Wharton School at the University of Pennsylvania and an
M.B.A. from the Stanford University Graduate School of Business. She is also a Chartered Financial Analyst. We
believe that Ms. Franqui’s qualifications to serve on our Board of Directors include her significant leadership
experience from her career in the financial services and investment management industries, including her extensive
knowledge of the Latin America region, as well as a track record of service on public company boards.
|
|
Jay C. Horgen
President and Chief
Executive Officer
|
Jay C. Horgen is the President and Chief Executive Officer of the Company and joined the Board of Directors in May
2019. Mr. Horgen was appointed President and CEO in 2019, having previously served as Chief Financial Officer from
2011 to 2019, and as Executive Vice President, New Investments prior to 2011. Before joining AMG in 2007, Mr.
Horgen founded a private equity firm, Eastside Partners, where he served as a Managing Director. From 1993 to 2005,
Mr. Horgen focused on asset management as an investment banker in the Financial Institutions Groups at Merrill
Lynch & Co., where he was a Managing Director, and Goldman Sachs & Co. Mr. Horgen received a B.A. in Economics
and Mathematics from Yale University. We believe that Mr. Horgen’s qualifications to serve on our Board of Directors
include his direct knowledge of the Company’s strategy and operations through his 18 years of service at the
Company, including as President & Chief Executive Officer, and Chief Financial Officer, and his 32 years of extensive
experience in the financial services, private equity, and investment management industries.
|
16
|
Director Nominee Biographical Information (cont.)
|
|
|
Félix V. Matos Rodríguez
Compensation Committee;
Nominating and
Governance
Committee
|
Félix V. Matos Rodríguez has been a director of the Company since January 2021. Dr. Matos Rodríguez is the
Chancellor of the City University of New York (CUNY). Prior to his appointment as Chancellor in May 2019, Dr.
Matos Rodríguez was president of CUNY’s Queens College and of CUNY’s Eugenio María de Hostos Community
College in the Bronx. Dr. Matos Rodríguez has served as a professor, administrator, and former Cabinet Secretary
for the Commonwealth of Puerto Rico. He currently serves as board and executive committee chair of Research
Foundation CUNY, co-chair of New York City Regional Economic Development Council, and as chair of the board of
directors of the American Council on Education (ACE). Additionally, he serves on the boards of Phipps Houses, the
United Way of New York City, and the Association for a Better New York (ABNY), as well as on the steering
committee of Research Alliance for New York City Schools. Dr. Matos Rodríguez received a B.A. from Yale
University and a doctorate in history from Columbia University. We believe that Dr. Matos Rodríguez’s qualifications
to serve on our Board of Directors include his long track record as an innovator in both academia and the public
sector and his leadership of a large, decentralized human-capital-based organization operating through a network of
distinct institutions.
|
|
Tracy P. Palandjian
Compensation Committee
(Chair); Nominating and
Governance Committee
|
Tracy P. Palandjian has been a director of the Company since March 2012. Ms. Palandjian is the Chief Executive
Officer, co-founder, and a member of the Board of Directors of Social Finance, Inc., a national nonprofit and
registered investment advisor focused on developing and managing investments that generate social impact and
financial return. Prior to establishing Social Finance, Ms. Palandjian served as a Managing Director at The
Parthenon Group, a global strategy consulting firm. At Parthenon, she established and led the Nonprofit Practice and
consulted to foundations and nonprofit organizations in the U.S. and globally. Prior to Parthenon, Ms. Palandjian
worked at McKinsey & Company and at Wellington Management Company, LLP. Ms. Palandjian is currently a
member of the Harvard Corporation, and Vice-Chair of the U.S. Impact Investing Alliance. She serves on the Boards
of the Barr Foundation, The Boston Foundation, and the Surdna Foundation (and chairs its Investment Committee).
Ms. Palandjian is also a member of the American Academy of Arts and Sciences. Ms. Palandjian received an A.B.
from Harvard University and an M.B.A. from Harvard Business School. We believe that Ms. Palandjian’s
qualifications to serve on our Board of Directors include her extensive global financial management, consulting, and
advisory experience.
|
|
David C. Ryan
Audit Committee;
Nominating and
Governance Committee
|
David C. Ryan has been a director of the Company since July 2021. Mr. Ryan is an Advisory Partner of BDT & MSD
Partners, a merchant bank with an advisory and investment platform, and serves on the board of Mapletree
Investments Pte Ltd., a Singapore-based real estate development, investment, capital, and property management
company. He previously served as a corporate advisor to Singapore-based Temasek Holdings, as well as on the
boards of ADT Inc. and Tiga Acquisition Corp. Mr. Ryan’s 22-year career at Goldman Sachs & Co., where he was a
partner, spanned a variety of roles in Asia and the U.S. From 2011 to 2013, he served as President of Goldman
Sachs Asia (chairing its management committee) and was a member of the Management Committee of Goldman
Sachs & Co. Mr. Ryan received a B.A. from Yale University. We believe that Mr. Ryan’s qualifications to serve on our
Board of Directors include his substantial global financial services experience, particularly his extensive knowledge
of the Asian region.
|
|
Loren M. Starr
Audit Committee
(Chair)
|
Loren M. Starr has been a director of the Company since September 2023. Mr. Starr retired from Invesco Ltd. in
March 2021, having served as Chief Financial Officer of the company for 15 years, from 2005 to 2020, after which he
held an executive advisory role as Invesco’s Vice Chair until his retirement. Prior to joining Invesco in 2005, Mr. Starr
served as the Chief Financial Officer of Janus Capital Group Inc. from 2001 to 2005, and held senior corporate
finance roles with Putnam Investments, Lehman Brothers Inc., and Morgan Stanley & Co. LLC. Currently, he is an
independent consultant, and is a Board member of the Nuveen Fund complex. Mr. Starr received a B.A. and B.S.
from Columbia University, an M.B.A. from Columbia Business School, and an M.S. from Carnegie Mellon University.
We believe that Mr. Starr’s qualifications to serve on our Board of Directors include his substantial experience as a
senior executive and principal financial officer in the asset management industry, particularly his experience in
corporate strategy, mergers and acquisitions, and capital management.
|
17
Corporate Governance Matters and Meetings of the Board of Directors and Committees
Board of Directors:
The full Board of Directors met six times in 2024. During their service in 2024, each member of the Board
of Directors attended an average of 100% of the total number of meetings of the full Board of Directors and all standing committees
of the Board of Directors on which such director served. We do not have a formal policy regarding director attendance at our
Annual Meeting of Stockholders. One director attended the 2024 Annual Meeting of Stockholders.
At least annually, the Board of Directors evaluates the independence of AMG’s directors in light of the standards established by
the NYSE. A majority of the Board of Directors must be independent within the meaning of NYSE listing standards. After its most
recent evaluation of director independence, the Board of Directors affirmatively determined that seven of our eight director
nominees, Lady Alvingham, Mr. Churchill, Ms. Franqui, Dr. Matos Rodríguez, Ms. Palandjian, Mr. Ryan, and Mr. Starr are
“independent” for purposes of NYSE listing standards. The Board of Directors made its determinations based upon individual
evaluations of these director nominees’ employment or board of directors affiliations, compensation history, and any commercial,
family, or other relationships with the Company. There were no transactions between any director nominee and the Company for
the Board of Directors’ consideration in determining the independence of any independent director. Members of the Board of
Directors serve as directors, trustees, or in similar capacities (but not as executive officers or employees) for non-profit
organizations to which we may make charitable contributions from time to time. Contributions to these organizations did not exceed
either $120,000 or 1% of each of those organizations’ annual consolidated gross revenues during their last completed fiscal years.
The standing committees of the Board of Directors are the Audit Committee, the Compensation Committee, and the
Nominating and Governance Committee. Only independent directors, according to NYSE listing standards, serve on these
committees. Other members of the Board of Directors may attend committee meetings from time to time at the invitation of the
respective committee. Each committee acts pursuant to a written charter adopted by the respective committee. The members and
chairs of each committee are set forth above in the table titled “Director Nominee Information: Committee Memberships,” and a
description of each committee is set forth below.
Audit Committee:
Each of the members meets the independence standards applicable to audit committees under the
Sarbanes-Oxley Act of 2002 and NYSE listing standards and is an audit committee financial expert, as defined by the SEC. The
Audit Committee’s purpose is to assist the Board of Directors in oversight of our internal controls and financial statements and the
audit process. The Audit Committee held eight meetings during 2024.
Compensation Committee:
Each member meets the independence requirements applicable to compensation committees
under NYSE listing standards. The Compensation Committee is responsible for overseeing our general compensation policies and
establishing and reviewing the compensation plans and benefit programs applicable to our executive officers. In that capacity, the
Compensation Committee also administers AMG’s incentive plans, and has sole authority to approve the compensation of our
named executive officers and the performance goals related to such plans and programs. The Compensation Committee held five
meetings during 2024, and conferred on additional occasions throughout the year to discuss changes and enhancements to the
executive compensation program.
Nominating and Governance Committee:
The Nominating and Governance Committee is primarily responsible for
recommending criteria to the Board of Directors for Board and committee membership; identifying and evaluating director
candidates; overseeing the annual self-assessment of the Board of Directors and its committees and, in conjunction with the Board
Chair, of the Chief Executive Officer; overseeing succession planning related to the roles of Chief Executive Officer and other key
executives; and reviewing our Corporate Governance Guidelines at least annually to ensure that we continue to meet best-practice
standards in corporate governance. The Nominating and Governance Committee held four meetings during 2024.
Board Composition and Refreshment Process:
The Nominating and Governance Committee may solicit director candidate
recommendations from a number of sources, including directors, executive officers, and third-party search firms. The Nominating
and Governance Committee will consider for nomination any director candidates, including director candidates recommended by
our stockholders, who are deemed qualified by the Nominating and Governance Committee in light of the qualifications and criteria
for Board of Directors membership described below, or such other criteria as approved by the Board of Directors or a committee
thereof from time to time. Stockholder recommendations must be submitted to the Nominating and Governance Committee in
accordance with the requirements set forth in the By-laws, including those discussed in the “Other Matters—Stockholder
Proposals” section of this Proxy Statement, and any procedures established from time to time by the Nominating and Governance
Committee. The Nominating and Governance Committee does not have a specific policy regarding the consideration of stockholder
recommendations for director candidates and considers this appropriate because it evaluates recommendations without regard to
their source. The Nominating and Governance Committee evaluates any potential conflicts of interest on a case-by-case basis, to
the extent they may arise.
18
The Board of Directors believes that a broad range of perspectives and expertise enhances its overall effectiveness. When
considering candidates for directorship, including nominees currently serving as directors of the Company, the Nominating and
Governance Committee takes into account a number of factors, including the following qualifications: the nominee must have the
highest personal and professional integrity and have demonstrated exceptional ability and judgment and the attributes necessary
(in conjunction with the other members of the Board of Directors) to best serve the long-term interests of the Company and its
stockholders. The Nominating and Governance Committee does not have a policy regarding diversity in identifying nominees for a
directorship, but rather considers differentiation of perspective, experience, and background among the various factors relevant to
the consideration of any particular nominee. In addition, the Nominating and Governance Committee reviews from time to time the
skills and characteristics necessary and appropriate for directors in light of the then-current composition of the Board of Directors,
including the following factors:
|
Director Candidate Qualifications and Attributes
|
||
|
•
Business and leadership experience, including experience
managing and growing organizations worldwide
|
•
Knowledge of the financial services industry and, in particular, the
asset management industry
|
|
|
•
Demonstrated experience with prudent and strategic capital
allocation, as we seek to deploy resources to the areas of highest
growth and return in our business
|
•
Understanding of organizations, processes, strategy, risk
management, and other factors that promote growth
|
|
|
•
Understanding of finance and financial reporting processes
|
•
Differentiation in background, perspective, and experience relative
to existing independent Directors
|
|
The Board of Directors has had the opportunity for meaningful refreshment in recent years. Our 2025 director nominees
include four independent directors who have joined the Board since 2021, including a new independent director appointment in
each of 2023 and 2024. These additions to the Board followed a rigorous process that included evaluating a significant number of
candidates in recent years, a number of whom met with members of the Nominating and Governance Committee and other
directors, as well as members of management, as part of our nomination process. This active process is led by the Nominating and
Governance Committee and Board Chair, and includes an evaluation of the current composition of the Board in order to focus on
candidates with diversified skills and experiences that would enhance the Board’s collective capabilities and bring new
perspectives. The full Board of Directors considers each candidate’s qualifications, and determines whether to nominate a given
candidate to serve on the Board.
The current nominees to the Board of Directors comprise individuals with a substantial variety of skills and expertise, as shown
in the “Director Nominee Experience and Skills Overview” table above, including with respect to investment management and
financial services; international business; government; and not-for-profit organizations. The Nominating and Governance
Committee believes it is important to maintain a mix of experienced directors with a deep understanding of the Company and
newer directors who bring a fresh perspective. The following are highlights on the composition of AMG’s Board of Directors
nominees:
|
Board of Directors Composition
|
||
|
•
New Chairs of all Board committees in 2024
|
•
Strong refreshment practices on Committees; new members on all
Committees since 2020
|
|
|
•
2025 Board nominees include four new independent directors since
2021, including a new independent director appointment in each of
2023 and 2024
|
•
Transitioned to a non-executive, independent Board Chair in 2020
|
|
|
•
Long-tenured independent directors in leadership roles
|
•
Average director nominee age of 61
|
|
Succession Planning:
The Nominating and Governance Committee has primary responsibility for Chief Executive Officer and
other key executive succession planning. Succession planning and executive development are fundamental components of the
Board of Directors’ governance responsibilities, and are regularly discussed by the Committee with management present as well as
in executive sessions.
The Board has demonstrated the depth and effectiveness of its succession planning through periods of organizational
evolution. Annually, the independent directors review management succession planning by incorporating feedback from Mr. Horgen
and engaging in a full discussion during executive sessions of the Board without management present. The independent directors
and Mr. Horgen have continued to focus on developing and expanding the senior management team, to maintain a breadth and
depth of talent that ensures that AMG is well-positioned to continue to refine and execute its strategy, including as reflected by the
2024 appointments of a new Chief Operating Officer, Chief Financial Officer, and General Counsel.
Board Size
:
The Nominating and Governance Committee assesses the size and composition of the Board of Directors each
year. Consistent with our Corporate Governance Guidelines, the Nominating and Governance Committee believes that the current
19
size of the Board of Directors, eight members, is appropriate given the size and complexity of the Company and the markets in
which we operate. The Nominating and Governance Committee will continue to assess the Board’s needs and other relevant
circumstances, and may change the size or composition of the Board of Directors in the future if it believes that doing so would be
in the best interests of the Company and its stockholders.
Executive Sessions of Independent Directors:
AMG’s independent directors regularly meet in scheduled executive
sessions without management present. In accordance with the Corporate Governance Guidelines and the By-laws, Mr. Churchill,
the Board Chair, is responsible for calling and chairing the executive sessions. Each committee of the Board also meets without
management present, in sessions led by the Chair of the relevant committee.
Board and Committee Self-Assessments and Individual Director Assessments:
Regular evaluations of the committees
and the full Board of Directors are critical in ensuring the effective functioning of AMG’s Board of Directors, including in assessing
candidates for directorship. To this end, the Chair of the Nominating and Governance Committee, supported by the Committee,
oversees the annual self-assessment of the Board of Directors and of each committee of the Board of Directors. Directors assess
performance and consider various structural and procedural matters, including the annual selection process for director nominees
and communications and interactions with management generally. The Nominating and Governance Committee periodically
reviews the format of the Board of Directors and committee self-assessment processes to ensure that actionable feedback is
solicited on the operation of the Board of Directors and director performance. The Nominating and Governance Committee also
oversees annual individual director assessments as part of the recommendation process for director nominees. The table below
provides a general overview of the annual self-assessment and director assessment processes.
|
Board and Committee Self-Assessments and Individual Director Assessments
|
|
|
Questionnaire
|
•
Evaluation questionnaire solicits director feedback on a variety of procedural and substantive topics
|
|
Executive Session
|
•
Executive session discussion of Board and committee self-assessments led by the Chair of the
Nominating and Governance Committee
|
|
Individual Director Assessments
|
•
Individual director assessments support an annual evaluation of the Board’s composition to ensure that
the Board as a whole continues to reflect the appropriate mix of skills and experience
|
|
Board Summary
|
•
Summary of Board and committee self-assessments results presented by the Chair of the Nominating
and Governance Committee, followed by a discussion of the full Board
|
|
Feedback Incorporated
|
•
Policies and practices updated as appropriate, as a result of director feedback
|
Chief Executive Officer Evaluation:
The Board Chair oversees an annual performance evaluation of our Chief Executive
Officer. As part of this assessment, the Board Chair solicits director feedback on a variety of performance considerations. The
Board Chair then synthesizes the directors’ feedback and discusses the results with our Chief Executive Officer in a one-on-one
meeting. The Board Chair reports on the results of the evaluation at an executive session of the Board of Directors.
Director On-Boarding and Training:
A new independent director joining the Board of Directors undertakes an orientation
program that includes personal briefings by senior management on the Company’s operations, strategic plans, financial
statements, governance, and key policies and practices. New directors also undergo in-depth training on the work of each
committee of the Board of Directors. Throughout their tenure on the Board of Directors, each director is expected to maintain the
necessary knowledge and information to perform his or her responsibilities as a director. To assist the directors in understanding
the Company and its industry and maintaining the level of expertise required for directors, the Company may, from time to time,
offer Company-sponsored continuing education programs or presentations, including sessions on select topics during the annual
Board of Directors offsite. Additional training is also provided when a director assumes a leadership role, such as becoming the
chair of a committee.
Leadership Structure:
The Company follows best practices with respect to the Board’s leadership structure, reflecting
collective feedback received from stockholders, as well as commentary from proxy advisory firms, over a multi-year period. While
the Company does not have a fixed policy with respect to the independence of the Board Chair, the By-Laws provide that if at any
time the Board Chair is not affirmatively determined to be independent, the Board must appoint a Lead Independent Director and
provide for specific enumerated duties of the Lead Independent Director in that circumstance. In circumstances where the Board
Chair is independent (as is the case currently), the Lead Independent Director role is not required. This approach provides for
effective checks and balances to ensure the exercise of independent judgment by the Board and the ability of the independent
directors to work effectively in the board setting.
The Board regularly reviews the leadership structure, and believes that a non-executive, independent Board Chair is an
appropriate and effective leadership structure for the Company at this time.
The Board Chair’s principal responsibilities include:
coordinating the agenda for and chairing Board meetings; serving as a key source of communication between the independent
directors and the Chief Executive Officer; ensuring the flow of appropriate information to and among independent directors; leading
the annual performance evaluation of the Chief Executive Officer; and coordinating the agenda for and leading executive sessions
and meetings of the independent directors. Having previously served in the role from August 2020 through January 2024, Dwight
20
D. Churchill was appointed Board Chair in January 2025, succeeding Reuben Jeffery III following his retirement from the Board in
January 2025. Mr. Churchill’s knowledge and participation in the development of the Company’s corporate strategy during his
service on the Board, together with his extensive management experience outside of the Company, and capacity as a leader,
including having previously served as Board Chair, position him as an effective and strong independent Board Chair. In connection
with Mr. Churchill’s appointment as Board Chair, the Board determined that circumstances warranted his also continuing in his role
as Chair of the Nominating and Governance Committee, particularly given his background and institutional knowledge.
Further adding to the refreshment of leadership roles on committees in 2024, in addition to Mr. Churchill’s appointment as
Chair of the Nominating and Governance Committee, Ms. Palandjian became Chair of the Compensation Committee, and Mr. Starr
became Chair of the Audit Committee.
|
Responsibilities of the Non-Executive, Independent Board Chair
|
||
|
•
Board leadership:
Provides leadership to the Board and to the
independent directors, including in executive sessions
|
•
Board discussion items:
Coordinates the agenda for and chairs
Board meetings; works with the CEO and the committee Chairs to
propose major discussion items for the Board’s approval
|
|
|
•
Liaison between CEO and independent directors:
Regularly
meets with the CEO and serves as liaison between the CEO and
the independent directors
|
•
Board governance processes:
In coordination with the
Nominating and Governance Committee, guides the Board’s
governance processes, including identifying and resolving any
potential conflicts of interest
|
|
|
•
Executive sessions:
Leads quarterly executive sessions of the
Board
|
•
CEO evaluation:
Leads the annual performance evaluation of the
CEO
|
|
|
•
Additional executive sessions:
May call additional meetings of
the independent directors as needed
|
•
Stockholder communications:
Participates in direct
communications with AMG’s stockholders
|
|
The Board of Directors will continue to review its leadership structure, and may change its structure in the future if it believes
that doing so would be in the best interests of the Company and its stockholders.
Risk Oversight:
It is a key responsibility of our
President and Chief Executive Officer, our Chief Operating Officer, our Chief
Financial Officer,
our General Counsel,
and other members of our senior management team to identify, assess, and manage the
Company’s risk exposures. The Board of Directors plays an important role in overseeing management’s performance of these
functions. The Board of Directors has approved the charter of the Audit Committee, which provides that one of the primary
responsibilities of the Audit Committee is the discussion of the Company’s financial risks and steps management has taken to
monitor and control such risks, including with respect to risk assessment and risk management policies. The Audit Committee
regularly discusses with management and the Company’s independent auditors the Company’s risk assessment and risk
management processes, including major risk exposures, risk mitigants, and the design and effectiveness of the Company’s
processes and controls to prevent and detect fraudulent activity. Furthermore, the Audit Committee and the Board of Directors as a
whole receive regular reports from management, the internal audit function, and our independent auditors on prevailing material
risks and the actions being taken to mitigate them, including reports regarding the Company’s business and operations.
Management also reports to the Audit Committee and the Board of Directors regarding enhancements made to our risk
management processes and controls in light of evolving market, business, regulatory, and other conditions, including those related
to sustainability factors.
Corporate Responsibility:
We believe that sound corporate citizenship is a key element of our success and that of our
Affiliates. We are committed to operating with integrity, contributing to the local communities surrounding our global offices,
enhancing our organizational composition, developing our employees, and being thoughtful stewards of natural resources — and
supporting these values in our surrounding communities. We are also focused on the security of our data and safeguarding our
clients’ privacy. The Board of Directors provides oversight of these topics, and is committed to supporting the Company’s efforts to
operate as a sound corporate citizen. AMG has
a cross-functional management committee with oversight responsibility of AMG’s
policies and operational controls related to these topics. This committee includes members of our executive management team and
reports to the Nominating and Governance Committee at least annually.
We believe that an integrated approach to business
strategy, corporate governance, and corporate citizenship creates long-term value.
The below exhibits highlight certain of AMG’s
policies and initiatives in these areas.
21
|
Corporate Governance Practices and Sustainability Highlights
|
|
Governance
|
Strong focus on corporate governance since AMG’s
inception, with best practices, including:
–
Non-executive, independent Board Chair with
experience serving on all committees
–
Women in leadership roles on the Board
–
No overboarding, consistent with formal policy
adopted in 2024
–
Policies to promote long-term director and executive
equity ownership
–
Significant Board refreshment since 2021; complete
committee Chair refreshment in 2024
–
Majority vote standard in uncontested director
elections
–
No staggered Board
–
No “poison pill”
–
Active engagement with shareholders
Cross-functional management committees are responsible
for policies, controls, practices, and initiatives around long-
term risks and AMG’s interactions with the communities
surrounding our offices, especially through corporate
philanthropy. These report to the Board regularly, and
include members of AMG’s senior management team
|
Cybersecurity and Data Privacy
|
AMG maintains privacy policies, management oversight,
accountability structures, and technology design
processes to protect privacy and personal data, as well as
an incident response plan for use in the event of a data
breach
All employees participate in annual cybersecurity training
AMG’s information security program is governed by the
Information Security Governance Committee, comprising
members of senior management including the Chief
Information Officer, which meets regularly
and reports to
the Board of Directors at least annually
|
Business Continuity
|
Business continuity policies are designed to ensure the
safety of AMG’s personnel, facilities, and critical business
functions in case of natural disasters or other crises
creating business disruption
|
Employee Engagement
|
The substantial majority of AMG employees are owners
of AMG shares, supporting the Company’s core value of
ownership mindset
AMG prioritizes employee engagement through a range
of cross-functional, multi-level communication media,
including small working group lunches, broad town halls,
management offsites, and volunteer activities; 2024
employee engagement score of approximately 90%
Company-supported funding, time off, and flexible work
arrangements for professional development
Charitable giving and volunteer opportunities offered to
AMG employees throughout the year, including gift-
matching and volunteer-hour-matching programs
Executive coaching, leadership training, and sponsored
skills and career development programs
|
Organizational Composition and Equal
Employment Opportunity
|
Committed to fostering and promoting
a work
environment in which all of our employees are valued and
appreciated for their contributions; AMG seeks to recruit
the best people for each role without regard to gender,
ethnicity, or other protected traits
Employee assessment and annual feedback process
through a 360-degree review that is both quantitative and
qualitative to determine performance, both absolute and
relative
Formal anti-discrimination policies
Women represent 50% of AMG’s current executive
officers and nearly half of AMG’s employees
Equal employment opportunity hiring practices, policies,
and management of AMG employees
Anti-harassment policy applicable to AMG employees
prohibits hostility or aversion towards individuals in
protected categories, and prohibits sexual harassment in
any form; the policy details how to report and respond to
harassment issues and strictly prohibits retaliation
22
|
Corporate Governance Practices and Sustainability Highlights (cont.)
|
|
Business Conduct and Ethics Codes
|
Strong corporate culture that promotes the highest
standards of ethics and compliance for AMG’s business
AMG’s Code of Business Conduct and Ethics applies to all
AMG employees and directors and sets forth principles to
guide employee and director conduct
|
Anti-Bribery and Corruption Policies
|
Policies on political contributions and other restricted
payments require AMG’s full compliance with all applicable
political contribution and anti-corruption laws
Whistleblower hotline available 24/7 for confidential
reporting of any suspected violations
|
Climate Change and Environmental Sustainability
|
AMG has participated in CDP’s Climate Change
Disclosure program for eight years
Have completed annual inventory and secured third-party
attestation of AMG’s greenhouse gas emissions each year
since 2018
Achieved medium-term emissions reduction target of 5%
in Scope 1 and 2 emissions
1
Utilizing 100% renewable energy sources at our largest
corporate office
Programs to promote the procurement of products and
materials that have high concentrations of recycled
materials, and evaluation of vendor sustainability practices
Installed electric vehicle charging stations at our largest
corporate office and offer charging on a complimentary
basis
|
Community Investment and Engagement
|
AMG and The AMG Charitable Foundation donate to a
variety of non-profit organizations and community
programs globally, including meaningful campaigns
supporting humanitarian aid globally
Ongoing support of the Sean M. Healey and AMG Center
for ALS at Mass General Hospital, to which AMG was a
cornerstone donor in 2018
Company-wide giving campaigns support many charities
in local communities, and AMG encourages employees to
volunteer for, and serve on boards of, non-profit
organizations
Fourth annual “AMG Week of Service” held in 2024, with
employee participation in hands-on service projects
benefiting non-profit organizations and individuals in the
communities surrounding our offices globally; virtual and
in-person volunteering opportunities are regularly offered
to AMG employees and employees of Affiliates
Formal AMG employee gift-matching program; AMG and
The AMG Charitable Foundation have donated to more
than 900 organizations worldwide, including as a result of
a gift-matching program for employees and Board of
Directors, as well as a volunteer-hour matching program.
AMG also supports the launch of gift-matching programs
at Affiliate firms
In 2023, AMG established AMG Gives, a giving program to
coordinate, facilitate, and encourage philanthropy by
members of senior management, consistent with The AMG
Charitable Foundation’s mission and areas of charitable
focus. Under this program, participating individuals may
make recommendations for not-for-profit organizations to
receive grants from us, provided that the organizations
and grants meet eligibility requirements under applicable
company policies. A committee including independent
membership undertakes diligence and review procedures
for donations and has no obligation to follow
recommendations made to us by senior management
2
The statistics and descriptions of our workforce, policies, and cultural initiatives in respect of our human capital relate to AMG’s employees, and not
those of our Affiliates, which are independent from AMG and operate autonomously. Through our innovative partnership approach with our
Affiliates, each Affiliate’s management team retains operational autonomy in managing and operating their business on a day-to-day basis,
including with respect to their human capital.
1.
Scope
1 and 2 emissions are calculated in accordance with the Greenhouse Gas (“GHG”) Protocol Corporate Accounting and Reporting
Standard. Scope 1 emissions are direct GHG emissions that occur from sources that are owned or controlled by the Company and Scope 2
emissions are indirect GHG emissions from the generation of purchased electricity consumed by the Company.
2.
For 2024, recommendations by our named executive officers resulted in donations under this program to not-for-profit organizations in the
following amounts: Mr. Horgen, $250,000; Mr. Wojcik, $150,000; and Ms. Padiyar, $150,000.
To learn more, please see www.amg.com/responsibility
23
Cybersecurity and Data Privacy
:
We have a formal information security program, designed to develop and maintain privacy
and data security practices to protect AMG assets and sensitive third-party information, including personal and Affiliate information.
This program is governed by a committee comprising members of senior management, including the Company’s Chief Information
Officer, which meets regularly and reports to the Board of Directors
at least annually
(the “Information Security Governance
Committee”). Members of the Information Security Governance Committee oversee communications with the Board of Directors
regarding material cybersecurity incidents and provide the Board of Directors with a summary of any risks from current
cybersecurity threats on a regular basis, as well as updates on management’s information security program oversight and
maintenance activities, and any material changes to AMG’s information security practices and procedures. The Board is also
regularly provided with cybersecurity educational sessions, including perspectives from external advisors invited to present on
current cybersecurity topics.
We recognize the importance of protecting information assets such as the personally identifiable information of our employees,
and proprietary business information regarding our Affiliates and their clients, and have adopted policies, management oversight
and accountability structures, and technology processes designed to safeguard this information. All of our employees are required
to attest annually to our information security policies and participate in regular security awareness training to protect their
information and the AMG data and systems to which they have access. These trainings also instruct employees on how to report
any potential privacy or data security issues.
Our information security organization comprises internal and external resources designed to identify, protect, detect, mitigate,
resolve, and recover from various threats and attacks by malicious actors. We leverage 24x7x365 monitoring tools and services to
address the confidentiality, integrity, and availability of AMG assets and data. Regular internal and third-party reviews are
performed on our processes and technologies to validate the effectiveness of our privacy and data security controls and
safeguards. We monitor industry best practices and developments in data privacy and security and have increased scrutiny of
third-party service providers with access to sensitive AMG data, including through security risk assessments at the time of initial
contract, periodically as part of our third-party risk management process, and upon detection of an increase in the vendor’s risk
profile. In addition, we require key providers to meet appropriate security requirements and controls, and we investigate security
incidents that have impacted our third-party providers, as appropriate. We work with third-party service providers to proactively
assess our information security program and provide us with an industry view of the cyberthreat landscape, in addition to
monitoring and supporting our control environment and breach notification processes. We also have our own fully documented
proprietary security incident response plan, with defined roles and responsibilities that address notification obligations and incident
response procedures in the event of a data security breach. We are dedicated to business continuity and resiliency, and we have
documented strategies, policies, and procedures in place designed to protect employee, business, Affiliate, and Affiliate client data
in the event of an emergency or natural disaster.
For more information regarding our information security program, please see our 2024 Annual Report on Form 10-K under
“Item 1C. Cybersecurity.”
Related Person Transaction and Conflicts of Interest Oversight:
Pursuant to its charter, the Audit Committee is
responsible for reviewing any related person transaction identified by management or other directors. In accordance with this
authority, the Committee has determined that there have been no related person transactions requiring disclosure under Item
404(a) of Regulation S-K other than those discussed below under the caption “Other Matters—Related Person Transactions.” Each
director, officer, and employee of the Company is also subject to our Code of Business Conduct and Ethics, which sets forth
guidelines to which AMG’s directors, officers, and employees are expected to adhere in the conduct of the Company’s business,
including with respect to identifying, reporting, and resolving potential or actual conflicts of interest resulting from related person
transactions or otherwise.
Policies and Procedures Regarding Related Person Transactions:
The Audit Committee must approve all related person
transactions under the Company’s written policy. A related person transaction is any transaction that is reportable by the Company
under paragraph (a) of Item 404 of Regulation S-K in which the Company or one of its wholly owned subsidiaries or majority-owned
Affiliates is or will be a participant and the amount involved exceeds $120,000 and in which any director, nominee for director,
executive officer, any person known to the Company to be a beneficial owner of 5% or more of its voting securities, or an
immediate family member of any of the foregoing has or will have a direct or indirect material interest. Pursuant to the policy,
potential related person transactions are reported to the General Counsel who evaluates the potential transaction to determine
whether it is a potential related person transaction. If it is, the General Counsel reports the potential transaction to the Audit
Committee for review. The policy also authorizes the Chair of the Audit Committee to ratify, rescind, or take any such other action
required with respect to any related person transaction not previously approved or ratified under the policy that comes to the
General Counsel’s attention. The policy sets forth the standards of review to be considered in deciding whether to approve or ratify
related person transactions.
In addition, the Audit Committee has considered and adopted standing pre-approvals under the policy for limited transactions
with related persons. Pre-approved transactions include: (i) employment as an executive officer, if the related compensation is
approved (or recommended to the Board of Directors for approval) by the Compensation Committee; (ii) any compensation paid to
a director if the compensation is consistent with the Company’s director compensation policies and is required to be reported in the
Company’s proxy statement under applicable compensation disclosure requirements; (iii) any transaction with another company at
which a related person’s only relationship is as (x) an employee (other than an executive officer) or director, (y) beneficial owner of
less than 10%, together with such related person’s immediate family members, of that company’s equity, or (z) in the case of
24
partnerships, a limited partner, if the limited partner, together with such limited partner’s immediate family members, has an interest
of less than 10% and the limited partner does not hold another position in the partnership, if, in each case, the aggregate amount
involved does not exceed the greater of $1,000,000 or 2% of that company’s total annual revenue; (iv) any charitable contribution,
grant, or endowment by the Company or the Company’s charitable foundation to a charitable organization, foundation, or university
at which a related person’s only relationship is as an employee (other than an executive officer), if the aggregate amount involved
does not exceed the greater of $1,000,000 or 2% of such charitable organization’s total annual receipts; (v) any transaction where
the related person’s interest arises solely from the ownership of the Company’s common stock and all holders of the Company’s
common stock received the same benefit on a pro rata basis, such as dividends; (vi) any transaction involving a related person
where the rates or charges involved are determined by competitive bids; (vii) indemnification and advancement of expenses made
pursuant to the Company’s Certificate of Incorporation (as amended, the “Charter”) or By-laws, or pursuant to any agreement; and
(viii) any service provided by the Company to any related person, provided that such service is in the ordinary course of business
and on substantially the same terms as those prevailing at the time for comparable services provided to non-related persons.
policies, procedures, controls, and practices, that, together, represent our systematic approach to facilitating the oversight,
management, and mitigation of insider trading risks across our organization.
The foundation of this program is the Company’s
Insider Trading Policy and Procedures (the “Trading Policy”), which governs the purchase, sale, and/or other disposition of
Company securities by AMG’s directors, officers, and employees, each partner, officer, and employee of AMG’s subsidiaries and
Affiliates, as well as by the Company itself. We believe the Trading Policy is reasonably designed to promote compliance with
insider trading laws, rules, and regulations, and the NYSE listing standards applicable to us. A copy of the Trading Policy was filed
as Exhibit 19 to our 2024 Annual Report on Form 10-K.
Prohibition Against Hedging and Pledging Transactions:
Pursuant to the Trading Policy, all directors, officers, and
employees of the Company and its subsidiaries, including spouses and immediate family members of such persons, are prohibited
from engaging in short sales or any other form of hedging transaction involving Company securities, or other transactions resulting
in net short exposures, as well as from purchasing Company securities on margin, pledging Company securities as collateral for a
loan, or otherwise borrowing against Company securities. We believe our anti-hedging and anti-pledging policies further align our
directors’ and our officers’ interests with those of our stockholders.
Compensation Committee Interlocks and Insider Participation:
The members of the Compensation Committee during
fiscal year 2024 include those individuals set forth above under “Compensation Committee.” No person who served as a member
of the Compensation Committee during 2024 has been an officer or employee of the Company or has been involved in any related
person transactions. No executive officer of the Company serves on the compensation committee or board of directors of another
company that has an executive officer that serves (or served during 2024) on the Company’s Compensation Committee or Board of
Directors.
Stockholder and Interested Party Communications:
Stockholders and other interested parties may communicate directly
with the Board of Directors and the Board Chair as follows:
|
Stockholder Communications
|
||
|
Board of Directors
|
Any communications to the full Board of Directors may be directed to
Kavita Padiyar, General Counsel and Corporate Secretary of the
Company, who would discuss as appropriate with the Board of Directors
|
Kavita Padiyar
Affiliated Managers Group, Inc.
777 South Flagler Drive
West Palm Beach, Florida 33401
|
|
Board Chair
|
A stockholder or other interested party may communicate directly with
Mr. Churchill, the Board Chair, by sending a confidential letter addressed
to his attention
|
Dwight D. Churchill, Board Chair
c/o Affiliated Managers Group, Inc.
777 South Flagler Drive
West Palm Beach, Florida 33401
|
Availability of Corporate Governance Documents:
We maintain a Company website that includes, among other items, the
Corporate Governance Guidelines; the Code of Business Conduct and Ethics applicable to all directors, officers, and employees;
the Code of Ethics applicable to our President and Chief Executive Officer, Chief Financial Officer, and other senior financial
officers; and the charters for the Audit, Compensation, and Nominating and Governance Committees. This information is available
on the “Investor Relations” section of our website,
www.amg.com
, under “Corporate Governance—Policies, Procedures and
Guidelines,” or for the Committee charters under “Corporate Governance—Board of Directors,” but is not incorporated by reference
into this Proxy Statement. If we make any substantive amendment to the Code of Ethics or grant any waiver, including any implicit
waiver, from a provision of the Code of Ethics to certain executive officers, we are obligated to disclose the nature of such
amendment or waiver, the name of the person to whom any waiver was granted, and the date of waiver on our website or in a
Current Report on Form 8-K.
25
Information Regarding Executive Officers of the
Company
The name, age (as of April 1, 2025), and positions of each current executive officer, as well as a description of their business
experience and past employment during at least the last five years, are set forth below, in addition to that of Mr. Jamal, who
recently ceased being an executive officer:
|
Executive Officer Information
|
||
|
Name and Position
|
Age
|
Biographical Information
|
|
Jay C. Horgen
President and
Chief Executive Office
r
|
54
|
For the biographical information of Mr. Horgen, see “Information Regarding the Nominees” above.
|
|
Thomas M. Wojcik
Chief Operating Officer
|
44
|
Mr. Wojcik is the Chief Operating Officer of the Company. From 2019 to 2024, he served as the Company’s
Chief Financial Officer. Mr. Wojcik joined AMG in 2019 from BlackRock, Inc., where he served as Chief
Financial Officer for Europe, Middle East, and Africa (EMEA), Head of EMEA Strategy, and Global Head of
Investor Relations. From 2002 to 2011, Mr. Wojcik worked as an investor at Hunter Global Investors, Durham
Asset Management, and Nautic Partners, and as an investment banker in the Financial Institutions Group at
Merrill Lynch & Co. Mr. Wojcik received a B.A. in Economics from Duke University, and an M.B.A. from The
Wharton School at the University of Pennsylvania.
|
|
Rizwan M. Jamal
Managing Director,
Affiliate Partnerships
|
50
|
In connection with his forthcoming retirement from the Company, Mr. Jamal, currently Managing Director,
Affiliate Partnerships, stepped down from his role as Head of Affiliate Investments and as an executive officer
of the Company in the first quarter of 2025. Mr. Jamal had served as Head of Affiliate Investments since
October 2021. Prior to joining AMG in 2004, Mr. Jamal worked in the investment banking groups of Goldman
Sachs & Co. and Salomon Smith Barney. Mr. Jamal received a B.S. in Finance from Boston College, and a
J.D. from Harvard Law School.
|
|
Dava E. Ritchea
Chief Financial Officer
|
40
|
Ms. Ritchea is the Chief Financial Officer of the Company. She joined AMG in 2024 from Sculptor Capital
Management Inc. (“Sculptor”), which was publicly listed until its acquisition by Rithm Capital Corporation; she
served as Sculptor’s Chief Financial Officer since 2021, and also served as a member of the firm’s Partner
Management Committee. Prior to joining Sculptor, Ms. Ritchea served as Chief Financial Officer at Assured
Investment Management LLC (formerly known as BlueMountain Capital Management, LLC) from 2017 to
2021. Earlier in her career, Ms. Ritchea served in investment banking and strategy roles at each of Credit
Suisse Group AG, Barclays Capital Inc., and Lehman Brothers Inc. Ms. Ritchea received a B.S. in Business
Administration from Carnegie Mellon University.
|
|
Kavita Padiyar
General Counsel and
Corporate Secretary
|
42
|
Ms. Padiyar is AMG’s General Counsel and Corporate Secretary, and oversees public company activities,
corporate legal matters, and the Company’s regulatory, compliance, and human capital functions. Prior to
joining AMG in 2011, Ms. Padiyar was a Corporate Associate at Ropes & Gray LLP, focusing on corporate
matters, including investment management and debt financing. Ms. Padiyar received a B.A. in English and
Sociology from the University of Michigan, and a J.D. from Harvard Law School.
|
|
|
|
|
|
|
|
Jay C. Horgen
President and Chief Executive
Officer
|
Thomas M. Wojcik
Chief Operating Officer
|
Rizwan M. Jamal
Managing Director, Affiliate
Partnerships
|
Dava E. Ritchea
Chief Financial Officer
|
Kavita Padiyar
General Counsel and Corporate
Secretary
|
26
COMPENSATION DISCUSSION AND ANALYSIS
This section provides discussion and analysis of our executive compensation program, including the elements of executive
compensation, the 2024 compensation results, the rationale and process for reaching these results, and our compensation
governance policies. The compensation results discussed are those of our President and Chief Executive Officer, Jay C. Horgen,
and the other named executive officers.
The Compensation Committee designs the executive compensation program to align management incentives with long-term
stockholder interests, and we have a demonstrated history of integrating shareholder feedback into our executive compensation
program for more than a decade. Since 2021, the Committee has determined variable performance-based incentive awards for our
named executive officers, based on objective, pre-set financial and strategic metrics, in consultation with our independent
compensation consultant, Semler Brossy Consulting Group, LLC (our “Compensation Consultant”), and over the past three years
the Committee has continued to integrate shareholder feedback in enhancing the program. The overall result has been a
formulaic
compensation program incorporating an objective, quantitative set of metrics increasingly weighted toward financial
measures over time, with increasingly long-duration incentive awards to be delivered based on drivers of shareholder
value creation in which AMG management plays a critical role.
In 2024, we continued to make progress in strategically evolving our business by increasing our exposure to secular growth
areas and magnifying the growth of our Affiliate partners. We continued to invest in and alongside our Affiliates by collaborating
closely to develop attractive products, especially alternative strategies for the U.S. wealth marketplace, in some cases expanding
our Affiliates’ reach into new geographies and channels, and by seeding and providing strategic support for new product launches.
We also meaningfully enhanced our liquidity position and further strengthened our balance sheet, while also returning significant
excess capital to shareholders. The results of the 2024 Performance Assessment reflected these achievements and the
Company’s strong financial performance for the year.
|
Overview of AMG’s Compensation Program Philosophy
|
The Compensation Committee has structured our executive compensation program over the long term to further several core objectives, which
include the following:
•
Attracting, retaining, and motivating key members of senior management
•
Closely aligning executive compensation with performance and accomplishments for the year and over the long term
•
Aligning AMG executives and other employees with shareholders through share ownership
•
Focusing executives on long-term performance with equity incentive awards, with a majority of these awards subject to rigorous pre-
established performance targets measured over forward multi-year periods
•
Compensating executives based on a combination of Company performance—on both a relative and absolute basis—and performance in
individual roles
•
Avoiding incentives that might encourage excessive risk-taking
•
Routinely reviewing and evolving our compensation program to incorporate feedback from stockholders and best practices into our executive
compensation program design
These objectives inform the design of our compensation program, which includes the following components:
•
Awarding fixed and variable Annual Incentive Compensation in an appropriate mix to align management incentives with shareholder value
creation
•
Performing market comparisons to ensure that our compensation is in line with that of our Peer Group
•
Implementing strong compensation governance practices within a robust corporate governance framework
27
|
Compensation Governance Practices
|
||
|
AMG’s Board of Directors is committed to maintaining responsible compensation practices, and believes that rewards for the
Company’s senior leaders should be commensurate with the results they achieve for our stockholders. Our strong governance
procedures and practices with respect to employment and compensation include the following:
|
||
|
What we do
|
What we don’t do
|
|
|
•
Annual Say-on-Pay vote
•
Caps on Annual Incentive Compensation for each NEO, including
the CEO
•
Annual cap on independent director equity awards
•
Equity ownership guidelines for NEOs and directors, as well as an
equity holding policy for NEOs
•
One-year minimum vesting on equity awards
•
Double-trigger vesting upon change in control
•
Clawback policies
•
Mitigation of dilutive impact of equity awards through share
repurchases
•
Formulaic Performance Assessment scorecard; pre-set objective
quantitative metrics drive 100% of the assessment score, with
achievement caps on each individual metric
•
Significant portion of overall variable compensation is in
performance-based equity awards, with delivery tied to the
achievement of pre-established performance targets based on key
business metrics; majority of total equity awards are performance-
based
•
A thorough risk assessment process, as described under “Risk
Considerations in our Compensation Program” below
•
Retain an independent compensation consultant
|
•
No employment agreements with any NEOs, including the CEO
•
No golden parachute change in control agreements with
executives
•
No tax reimbursements or gross-ups for perquisites
•
No hedging or pledging of AMG securities by directors or officers
•
No option re-pricing or buy-outs of underwater stock options
•
No option grants with exercise price below grant date stock price
•
No payment of dividends on equity awards prior to vesting
•
No liberal share counting or recycling of shares tendered or
surrendered to pay the exercise cost or tax obligation of grants
•
No “evergreen” equity plan feature
•
No excessive perquisites
|
|
Shareholder and Proxy Advisory Firm Feedback and Surveys
To ensure that the Board of Directors, including the Compensation Committee, is apprised of stockholder and proxy advisory
firm views, we regularly meet with and survey these constituents regarding our executive compensation program. The
Compensation Committee recognizes that in enhancing the compensation program, stockholder input has been and continues to
be critical for ensuring the continued alignment of management and stockholder interests. As part of this process, we conduct
regular outreach initiatives with our largest stockholders throughout the year, and we have a demonstrated history of integrating
shareholder feedback into our executive compensation program design. In 2024, 97% of the votes cast by stockholders supported
our Say-on-Pay proposal, expressing strong support for our executive compensation program design and its demonstrated linkage
of pay-for-performance, as well as the significant integration of shareholder feedback.
As in previous years, shareholder feedback gathered throughout the year was carefully considered, along with input from our
Compensation Consultant, as well as commentary from proxy advisory firms, as described in our “2024 Compensation Program
Overview and Enhancements” table on page 6.
28
Policies to Promote Director and Officer Equity
Ownership
We believe that equity ownership by AMG’s named executive officers and directors aligns their interests with those of our
stockholders. AMG has two formal policies designed to promote the long-term accumulation and retention of equity in the Company
by executives and directors. The Equity Holding Policy was first implemented in 2019, and together with the Equity Ownership
Guidelines, represents an industry-leading set of policies to further cultivate an ownership mindset among senior executives, with
direct and substantial alignment with stockholders through ownership of vested, unrestricted shares of AMG stock.
In addition to these formal policies, AMG’s directors and executives have demonstrated their commitment to the long-term
accumulation and retention of equity through open market purchases of shares of our common stock on multiple occasions. Since
his May 2019 appointment, Mr. Horgen has purchased 52,000 shares in the open market and today owns 1.6% of AMG’s
outstanding common stock.
For the shares owned by year since 2022 by our Chief Executive Officer, other named executive
officers, and executive officers and current independent directors in the aggregate, please see our “Governance Highlights” section
on pag
e 5.
|
Equity Ownership Guidelines and Holding Policy
|
||
|
Equity Ownership
Guidelines
|
•
Implemented in 2011, AMG’s Equity Ownership Guidelines provide that an executive officer or director should
own equity in the amount of:
–
10x annual base salary in the case of the President and Chief Executive Officer
–
7x annual base salary in the case of other named executive officers
–
5x base annual fees for service in the case of independent directors
•
Shares underlying outstanding stock options and unearned performance awards are not counted for purposes of
meeting these guidelines
•
Executives and directors are strongly encouraged to meet these ownership guidelines within five years of
becoming an executive officer, or three years of becoming a director
•
Includes a restriction on selling shares of AMG stock while the equity ownership of the director or executive does
not exceed the required level through the accumulation period
•
All named executive officers and directors currently satisfy these Equity Ownership Guidelines to the extent
applicable
|
|
|
Equity Holding
Policy
|
•
Equity Holding Policy first implemented in 2019 and applies to all named executive officers as well as other
members of senior management granted one-time long-term equity awards
•
Imposes addition
al restrictions on sales of AMG stock
–
No sales by CEO permitted unless vested, unrestricted shares held exceeds 2x Total Annual Compensation
–
No sales by non-CEO NEOs permitted unless vested, unrestricted shares held exceeds 1x Total Annual
Compensation
–
Once such holding thresholds are met, policy limits amount of annual sales permitted unless the individual’s
share ownership is at least 3x Total Annual Compensation, ensuring that management continues to
increase, and/or maintain significant, AMG equity ownership over time
–
Certain one-time awards granted to executive officers are also subject to holding periods under the policy,
requiring the awards to be held for six to seven years from the time of grant
•
Total Annual Compensation comprises the total amount of the executive officer’s cash compensation (including
salary and cash bonus) and equity or other deferred compensation (based on the grant date fair value) received
for performance with respect to the year prior to measurement, excluding one-time cash or equity grants
•
Equity eligible for determining compliance includes unrestricted shares of AMG stock, whether acquired through
award vesting, option exercises, open market purchases, or otherwise, and excludes unvested awards,
undelivered performance awards, unexercised options, and shares surrendered to AMG to satisfy tax withholding
obligations or fund the exercise of options or other equity awards
|
|
29
Named Executive Officer Annual Compensation Determination Process and Results
The Compensation Committee’s annual compensation determination process begins during Committee meetings early in the
performance year and continues throughout the year, with periodic reviews of the Company’s financial performance on both a
relative and absolute basis, and progress on various strategic objectives, as well as discussions regarding the principles and
continuing effectiveness of the compensation program. Our President and Chief Executive Officer may attend such Compensation
Committee meetings at the request of the Committee to participate in discussions concerning the compensation of other members
of executive management, but does not participate in decisions regarding his own compensation, which occur in executive
sessions. In considering whether to retain the Compensation Consultant (Semler Brossy) for assistance with its annual
compensation determination process, the Compensation Committee evaluates the Compensation Consultant’s independence in
accordance with SEC and NYSE rules and has determined that the Compensation Consultant’s work does not raise any conflicts.
Our Compensation Consultant provides input and advice to the Compensation Committee, and to the Chair of the Committee in
particular, at key points throughout the year, and they meet during the year to consider the executive and director compensation of
the peer companies set forth in this “Compensation Discussion and Analysis” section (our “Peer Group”) and potential structures for
incentive awards. The Committee considers the components of the compensation program (including the mix of compensation
elements, market-level compensation, and our compensation governance practices) in analyzing the extent to which the program
furthers the Committee’s objectives of aligning compensation with shareholder value creation while retaining and motivating our
executives. As discussed above, the Committee also seeks feedback from stockholders and proxy advisory firms in an ongoing
engagement cycle, and takes that feedback into account in both enhancing the compensation program design, as well as in the
Committee’s final compensation determinations for the year.
For the applicable performance year, through a formulaic process based on objective performance metrics, the Compensation
Committee considers the Company’s accomplishments during the year and over the long term, on both an absolute basis and
relative to our Peer Group, and considers the individual roles of our executive officers, to establish the amount of annual cash
bonus and long-term equity incentive awards (“Annual Incentive Compensation”) for each executive. The following provides an
overview of the outcome of the incentive compensation determination process for our President and Chief Executive Officer and
our other named executive officers.
The Compensation Committee sets Target Total Payout amounts for each named executive officer, including for performance
year 2024 a target at the median of the CEO compensation of the Peer Group, for the Chief Executive Officer. The result of the
quantitative scorecard assessment drives the incentive award payout to each named executive officer, including quantum (for the
Chief Executive Officer in 2024, above or below the Peer Group median) and mix across short- and long-term incentive awards.
The incentive determination process and ultimate payout structure reflect the Committee’s executive compensation program
philosophy of closely aligning management incentives with business performance and long-term stockholder interests. Variable
performance-based incentive awards account for the substantial majority of Annual Incentive Compensation for each executive –
the majority of Annual Incentive Compensation is in the form of equity incentive awards (beginning in performance year 2024, the
delivery of 75% of the grant value of these equity incentive awards is tied to the achievement of rigorous pre-established
performance targets, compared with 60% in prior years).
Having calculated the results of the Performance Assessment scorecard, the Committee reviewed the output from the
weighted average score applied to the target Chief Executive Officer compensation, which produced total incentive compensation
awards for 2024 consistent with the design of the plan.
30
All dollar amounts displayed in the following steps in millions.
|
|
Review and Set Metric Targets for Quantitative Scorecard Assessment
Metric targets set across nine quantified, objective, and pre-set metrics
|
The Compensation Committee continued to integrate shareholder feedback to enhance the scorecard assessment and further
align incentive pay with objective quantitative metrics related to AMG management’s ability to create shareholder value across
capital allocation decisions. For performance year 2024, the Compensation Committee implemented a modest revision to further
align the quantitative scorecard assessment with long-term returns and business objectives; the Annual Management Fee EBITDA
metric was replaced with Annual Adjusted EBITDA to better reflect the growing contribution of performance fee earnings in our
business. In addition to this refinement, the Compensation Committee further streamlined the quantitative scorecard assessment to
nine metrics, resulting in an increased weighting of metrics based on AMG’s financials. The net effect of these changes
implemented to refine the scorecard metrics was immaterial. Metric targets were set using an approach consistent with that of the
prior year. Beginning in performance year 2023, the Compensation Committee implemented a 50% threshold level for both
absolute earnings-related metrics, resulting in Committee-set or natural threshold values applying to 78% of the Performance
Assessment scorecard.
|
|
Determine Peer Group to set NEO Target Payouts along with
maximum payout levels
CEO Target Total Payout was set at the Peer Median ($13.3mm); cap on Total Compensation set
at $17.5mm (unchanged from prior years)
Non-CEO NEO Target Payouts are informed by peer medians and other benchmarking data, and
incorporate individuals’ AMG roles and responsibilities; individual caps established by the
Compensation Committee
|
$13.3
CEO Target
$17.5
CEO Maximum
|
The Compensation Committee regularly reviews our Peer Group to ensure its ongoing relevance throughout the various
stages of the Company’s growth and development, and to reflect on developments among our peers. In determining the
Company’s Peer Group on an annual basis, the Compensation Committee applies a principles-based approach in considering both
industry- and company-specific dynamics to identify the peers with which we compete for talent, client assets, and stockholder
capital. As a result, the Committee focuses on peers within the asset management industry, as well as financial services companies
with significant investment management components to their businesses, and does not, for example, include retail or investment
banks, brokerage or custodian firms, or insurance companies. The Committee believes that success in the asset management
industry, in particular, relies heavily on human talent, given the service-oriented and fee-based business model. In addition, the
Compensation Committee recognizes that the companies within our Peer Group vary by business strategy, product concentration,
and overall profitability. The nature of the roles of executives also varies by firm. For example, our senior management team has a
differentiated skill-set in executing our unique business strategy of engaging in long-term partnerships with outstanding
independent, partner-owned investment management firms. The Committee takes Peer Group comparisons into account and also
forms its own perspective on appropriate compensation levels, considering additional factors with respect to unique elements of
AMG officer roles and responsibilities.
31
|
Our Peer Group was revised in 2024 with the
removal of Ares, reducing the total number of peers
to 12, to reflect AMG’s growth, overall changes in
the asset management industry, and the business
models, size, and scope of our competitors.
The CEO Target Total Payout was set at $13.3
million, the median CEO compensation of the
revised Peer Group.
The CEO Target Total Payout increased 20%
relative to the prior-year CEO Target Total Payout of
$11.1 million, driven by higher compensation for
CEOs in the Peer Group. The CEO Target Total
Payout would have increased 37% relative to the
prior-year amount, had Ares not been removed from
the Peer Group.
|
|
|
Current Peer Group ($B)
|
|
|
12 Peers
|
Market Capitalization
as of 12/31/2024
|
|
AllianceBernstein Holding L.P.
|
$10.9
|
|
Artisan Partners Asset Management Inc.
|
3.5
|
|
Blue Owl Capital Inc.
|
36.0
|
|
The Carlyle Group Inc.
|
18.9
|
|
Federated Hermes, Inc.
|
3.3
|
|
Franklin Resources, Inc.
|
10.7
|
|
Invesco Ltd.
|
7.8
|
|
Janus Henderson Group plc
|
6.7
|
|
Lazard Ltd.
|
6.4
|
|
TPG Inc.
|
24.8
|
|
Victory Capital Holdings, Inc.
|
4.2
|
|
Virtus Investment Partners, Inc.
|
1.6
|
|
Peer Median
|
$7.3
|
|
AMG
|
$5.8
|
For 2024, Annual Incentive Compensation for our Chief Executive Officer was capped at $17.5 million. The cap was
unchanged from that set by the Committee in prior years.
For 2024, the Target Total Payouts set for each other named executive officer was informed by the median of comparable roles
at Peer Group companies, other industry benchmark data as advised by the independent Compensation Consultant, and the
individual executive’s role, responsibilities, and tenure at the Company.
In the case of Mr. Wojcik, Chief Operating Officer, the Target Total Payout reflected his new role and responsibilities as Chief
Operating Officer beginning April 1, 2024, including leadership in capital formation and strategic execution in 2024, in addition to
serving as Chief Financial Officer through March 2024. Ms. Ritchea joined the Company on April 1, 2024 as Chief Financial Officer,
and the Target Total Payout reflected leadership in finance, capital management, and shareholder engagement since joining the
Company. Ms. Padiyar was promoted to General Counsel on April 1, 2024, and the Target Total Payout reflected leadership in
public company activities and corporate legal and regulatory matters. For Mses. Ritchea and Padiyar, the result of the Performance
Assessment was applied to 75% of the total payout of Annual Incentive Compensation, given Ms. Ritchea’s hire date and Ms.
Padiyar’s promotion date. For Mr. Jamal, Head of Affiliate Partnerships during 2024, the total payout of Annual Incentive
Compensation reflected leadership in growth investments, across both new and existing Affiliates in 2024, and contemplated his
upcoming retirement and reduced role. Consistent with prior years, the Compensation Committee applied a cap on Annual
Incentive Compensation for each of our Chief Operating Officer, Head of Affiliate Partnerships, Chief Financial Officer, and General
Counsel of $10.0 million.
32
|
|
Calculate Performance Assessment scoring after year-end
Upon completion of annual external audit, Performance Assessment score is finalized via
weighted achievement levels of individual metrics (score of 100% implies median performance)
|
118%
|
The following table displays the 2024 targets and 2024 actual results for each individual metric considered in the
Compensation Committee’s scorecard assessment. The scorecard was designed based on financial and strategic metrics that are
expected to drive the performance of the business and share price over time. The Committee implemented a cap of 200% on the
achievement level of each individual metric in addition to an aggregate cap on compensation. A score above 100% implies a
payout above the target level. The final score of 118% incorporated the individual metric caps, and reflected good financial and
operating performance for performance year 2024, measured against objective pre-determined targets in areas where
management drives shareholder value:
|
2024
|
||||
|
Metrics
|
Weight
|
Target
|
Actual
|
Score
|
|
Annual Adjusted EBITDA ($mm) (Target was +3% vs. prior year result)
1
|
11.1
%
|
$964
|
$973
|
101
%
|
|
Annual EEPS (Economic Earnings Per Share) (Target was +5% vs. prior year result)
1
|
11.1
%
|
$20.45
|
$21.36
|
104
%
|
|
EEPS / GAAP EPS as Adjusted Growth Percentile Rank (3-Year Composite, relative to peers)
|
11.1
%
|
50
%
|
77
%
|
154
%
|
|
Total Stockholder Return: Absolute (1-, 3-, and 5-Year Composite)
2
|
11.1
%
|
10
%
|
12
%
|
121
%
|
|
Total Stockholder Return: Relative (1-, 3-, and 5-Year Composite)
2
|
11.1
%
|
50
%
|
50
%
|
100
%
|
|
3-Year Rolling Yield on New Affiliate Investments
|
11.1
%
|
12
%
|
14
%
|
115
%
|
|
3-Year Rolling Adjusted Return on Capital
|
11.1
%
|
10
%
|
14
%
|
145
%
|
|
AUM Contribution from Selected Strategic Target Areas
|
11.1
%
|
44
%
|
46
%
|
104
%
|
|
Employee Engagement Score
|
11.1
%
|
75
%
|
89
%
|
118
%
|
|
Total Incentive Comp
|
100
%
|
118
%
|
||
1.
2023 actual Annual Adjusted EBITDA was $935.7 million and 2023 actual Annual EEPS was $19.48 per share. Additional information
regarding non-GAAP financial performance measures can be found in AMG’s 2024 Annual Report on Form 10-K under “Supplemental
Financial Performance Measures.”
2.
Composite weights of 30%, 50%, and 20% for 1-year, 3-year, and 5-year return periods, respectively.
Performance targets used in the Performance Assessment are designed to align management incentives with shareholder value creation, and take
into account factors known at the time. Actual results may be impacted by a number of external factors, including macroeconomic factors, market
changes, and regulatory or political changes, as well as other factors such as share repurchases and investments in new and existing Affiliates,
which may not be anticipated and could significantly impact AMG’s business. Financial targets are not intended to be a form of guidance or a
prediction of AMG’s performance during the performance year or in any future period. See “Forward-Looking Statements.” EEPS / GAAP EPS
Growth Percentile Rank relative to peers is determined using reported peer data for adjusted EPS or GAAP EPS (further adjusted for amortization
expense where applicable) or sell-side estimates dependent on availability at the time of the January meeting of the Compensation Committee for
the performance year determination. AUM Contribution from Selected Strategic Target Areas is based on information sourced from Affiliates.
Employee Engagement Score pertains to AMG’s employees and not those of our Affiliates. Through our innovative partnership approach, each
Affiliate’s management team retains operational autonomy in day-to-day business management and decisions, including with respect to their
human capital. Displayed figures above for 2024 actual results reflect rounded values. Additional information regarding the calculations of these
measures is included below under “Summary of Performance Assessment Target Descriptions and Rationale, and 2024 Target Setting Process.”
33
|
|
Calculate Annual Incentive Compensation amount
Apply weighted score of 118% to the Target Total Payout, yielding Annual Incentive
Compensation of $15.0mm
|
$15.0
CEO Incentive
Compensation
|
The weighted Performance Assessment score of 118% was applied to the Target Total Payout for our President and Chief
Executive Officer to produce Annual Incentive Compensation of $15.0 million.
The weighted Performance Assessment score of 118% produced Annual Incentive Compensation of $7.9 million for the Chief
Operating Officer. The results for the Chief Financial Officer and General Counsel were $3.6 million and $2.2 million, respectively.
|
|
Formulaically derive Annual Incentive Compensation payouts
(cash and equity)
(i)
Determine the mix of cash bonus and total long-term equity incentive awards, using a pre-
established tiered formula
(ii)
Allocate the equity awards across performance-based and time-based equity awards
|
CEO Incentive
Awards
|
||
|
$6.0
Cash
|
||||
|
$6.7
Perf.-Based Equity
|
||||
|
$2.2
Time-Based Equity
|
The final amount of Annual Incentive Compensation for the President and Chief Executive Officer was then allocated between
cash bonus and long-term equity awards using a pre-established tiered formula, consistent with that used in prior years, in which
the first $5 million in incentive compensation is split as 50% equity and 50% cash, the next $5 million is split as 60% equity and
40% cash, and any incentive compensation thereafter is split as 70% equity and 30% cash. The application of the pre-established
tiered formula resulted in a formulaic cash bonus of $6.0 million (40%) and a formulaic equity incentive award amount of $9.0
million (60%) for the President and Chief Executive Officer. This formulaic equity incentive award amount was granted 25% in the
form of Long-Term Deferred Equity Awards and 75% in the form of Long-Term Performance Achievement Awards, consistent with
the Committee’s newly adopted targeted allocations beginning for performance year 2024.
Beginning with performance year 2024, the vesting duration of Long-Term Performance Achievement Awards was increased to
four-year cliff-vesting, compared with three-year cliff-vesting in the performance-based equity awards from the prior year. This
change, which was coupled with a performance measurement period elongated to four years (from three years), was implemented
to further enhance the alignment of executive realized compensation with long-term shareholder value creation. Long-Term
Performance Achievement Awards are tied to rigorous, transparent financial targets measured over the four-year measurement
period. These Awards are only deliverable if minimum Average ROE levels are met (measured over the applicable performance
measurement period). In addition, beginning with performance year 2024, Long-Term Performance Achievement Awards granted
included a second metric tied to the achievement of a rigorous 4-Year Cumulative EEPS target. The maximum payout potential for
the Long-Term Performance Achievement Awards granted in respect of performance year 2024 is 200%, which would only occur if
the maximum levels of each of the Average ROE and Cumulative EEPS targets were achieved.
The Average ROE target range for the 2024 Long-Term Performance Achievement Awards (achievement levels at which 100%
of the shares would be delivered) was set at 16–17%, consistent with levels set for 2023. If Average ROE over the measurement
periods for such awards is (i) below 10%, no shares underlying the initial award will be issued and distributed; and (ii) between 10%
and 22%, a ratable portion between 40% and up to a maximum of 150% of the shares underlying the award will be issued and
distributed. The Compensation Committee reviews the Average ROE target at least annually, and recently increased the rigor of the
target for awards issued in respect of performance year 2022 as detailed in the Company’s definitive proxy statement for its 2023
Annual Meeting of Stockholders (the “2023 Proxy Statement”); this approach was again utilized for the awards issued in respect of
performance year 2024, as supplemented by the addition of the metric described below.
The 4-Year Cumulative EEPS target range for the 2024 Long-Term Performance Achievement Awards was set at $88 to $95
per share. If Average ROE over the measurement periods for such awards is at least
10%
and 4-Year Cumulative EEPS over the
measurement periods for such awards is between $88 and $95, an additional ratable portion of between 25% and 50% of the
shares underlying the award will be issued and distributed.
34
Summary of Performance Assessment Target Descriptions and Rationale, and 2024 Target Setting Process
The following is a summary of the metrics utilized in the Performance Assessment scorecard, including the rationale for
including each metric and the methodology used in setting the individual metric targets. In setting the targets for the revised
quantitative scorecard during the first half of the year, the Compensation Committee employed a disciplined methodology, relying
on informed views of performance expectations.
|
Incentive Compensation Performance Assessment: Metric Descriptions / Rationale
and Target-Setting Methodology
|
||||
|
Metric
|
Description / Rationale
|
Target-Setting Methodology
|
||
|
Annual Adjusted
EBITDA
|
•
Key top-line growth metric at AMG tied to the long-term
value creation of the business, measuring AMG profit net of
interest expense, taxes, and non-cash depreciation
amortization — indicates the condition of AMG’s Affiliate
earnings on an ownership-weighted basis, the efficacy of
capital reinvested for growth, and management of corporate
expenses
•
In performance year 2024, this metric, which includes
annual performance fee earnings, replaced Annual
Management Fee EBITDA, to better reflect the growing
contribution of performance fee earnings in our business
|
•
Annual growth in Adjusted EBITDA is influenced by the
following primary factors:
1.
Change in market asset levels for the year (time
weighted), estimated based on publicly available
market composite data (“Beta”);
2.
Relative investment performance by AMG’s
Affiliates;
3.
Asset-based fee rates and annual performance
fee earnings generation;
4.
Annual expenses incurred by AMG and certain
of our Affiliates;
5.
AMG’s ownership levels across our Affiliate
group; and
6.
Adjusted EBITDA contributed by new Affiliate
investments
•
For performance year 2024, the Committee adopted a
target of +3% growth relative to reported Adjusted
EBITDA for 2023
•
We believe that the resulting target is a rigorous metric
given that the year-over-year change in Adjusted
EBITDA is reflective of management’s execution
against its strategy (described above) and regardless
of the impact of Beta on AMG’s business across a
range of reasonable market outcome scenarios
•
Beginning in 2023, a minimum threshold was included
in measuring this metric, set at 50% of the target, and
below which the metric would result in 0%
achievement
|
||
|
Annual
Economic
Earnings
per Share
(EEPS)
|
•
Most comprehensive measure of overall earnings
contribution on a per-unit basis; please refer to AMG’s most
recent Annual Report on Form 10-K for a full definition
•
Incorporates aggregate condition of Affiliates, corporate
expenses, capital structure, tax exposure, and the full
weight of capital allocation decisions (deployment of capital
into growth investments and share repurchases)
|
•
EEPS is a key non-GAAP performance metric
•
Annual growth in EEPS is influenced by similar
principal factors that affect Adjusted EBITDA (see #s
1-6 above) and also includes the impact of taxes,
interest expense, and share repurchases
•
For performance year 2024, the Committee adopted a
target of +5% growth relative to the prior-year actual
achievement, consistent with the approach for
performance year 2023
•
We believe that the resulting EEPS target is a rigorous
metric given that the year-over-year change in EEPS is
reflective of management’s execution against its
strategy, regardless of the impact of Beta on AMG’s
business across a range of reasonable market
outcome scenarios
•
Beginning in 2023, a minimum threshold was included
in measuring this metric, set at 50% of the target, and
below which the metric would result in 0% achievement
|
||
35
|
Incentive Compensation Performance Assessment: Metric Descriptions / Rationale
and Target-Setting Methodology (cont.)
|
||||
|
Metric
|
Description / Rationale
|
Target-Setting Methodology
|
||
|
Relative
Earnings
Growth:
Percentile Rank
|
•
Relative growth ranking vs. Peer Group across GAAP EPS
and EEPS (equally-weighted); relative metric reduces
impact of macro factors
•
EEPS is one of AMG’s key performance metrics, but must
be calculated by us for certain peers that do not disclose a
comparable metric. Given that all public companies must
report under GAAP, diluted GAAP EPS is included in the
composite metric, enhancing conformity across the Peer
Group. Idiosyncratic issues across each metric are offset by
equally weighting EEPS vs. GAAP EPS; short-term
anomalies are offset by comparing across a 3-year period
|
•
Target for AMG’s relative growth ranking vs. Peer
Group across GAAP EPS and EEPS (equally-
weighted) is the peer median (50th percentile); a score
of 100% indicates median performance
•
Given this is a relative metric, minimum threshold for
this metric of 0% based on relative ranking with Peer
Group and maximum score capped at 200%
|
||
|
Absolute TSR
|
•
TSR metrics directly link Performance Assessment with
shareholder investment experience
•
Absolute metric accounts for AMG’s unique exposures that
are not captured in the Peer Group
•
1- / 3- / 5-year composites (with 30% / 50% / 20% weights,
respectively) recognize annual performance while also
aligning incentives with longer-term stockholder return
|
•
Target for the Absolute TSR, Annualized, metric (1-, 3-,
and 5-Year Composite) was set at 10%, given cost of
capital estimated utilizing the Capital Asset Pricing
Model (“CAPM”), including assumptions for the risk-
free rate, equity risk premium, and long-term beta
•
Minimum threshold set if composite performance falls
below 0% for measurement period
|
||
|
Relative TSR
|
•
TSR metrics directly link Performance Assessment with
shareholder investment experience
•
Relative metric provides comparability with Peer Group and
mitigates macro impact(s) on individual stocks’ return
•
1- / 3- / 5-year composites (with 30% / 50% / 20% weights,
respectively) recognize annual performance while also
aligning incentives with longer-term stockholder return
|
•
Target for the Relative TSR, Annualized, metric (1-, 3-,
and 5-Year Composite) was set at the peer median
(50th percentile); a score of 100% indicates median
performance
•
Given this is a relative metric, minimum threshold for
this metric of 0% based on relative ranking with Peer
Group and maximum score capped at 200%
|
||
|
Average
Annualized New
Investments
Yield: 3-Year
|
•
Measures average pre-tax cash returns on new
investments on a 3-year time-weighted basis, therefore
indicating efficacy of effort to invest in new Affiliates over the
period; 3-year period offsets short-term anomalies
•
Incents a focus on pricing, structure, and long-term growth
potential
|
•
Target pre-tax cost of equity of 12% is estimated
utilizing the CAPM, including assumptions for the risk-
free rate, equity risk premium, and long-term beta
•
Minimum threshold set if 3-year annualized yield falls
below 0% for measurement period
|
||
|
Average
Adjusted Return
on Capital: 3-
Year
|
•
Time-weighted annual after-tax return on investment from
capital deployed over 3-year period across the combination
of new investments and share repurchases (together
accounting for the significant majority of AMG’s
discretionary capital decisions)
•
Incents a disciplined approach to capital allocation across
growth investments and share repurchases as
management creates shareholder value over time; 3-year
period offsets short-term anomalies
|
•
Target after-tax cost of capital of 10% is estimated
utilizing the CAPM, including assumptions for the risk-
free rate, equity risk premium, long-term beta, and tax
rate
•
Minimum threshold set if 3-year average adjusted
return on capital falls below 0% for measurement
period
|
||
|
AUM
Contribution
from Selected
Strategic Target
Areas
|
•
Measures the notional level of AUM dedicated to select
strategic target areas that management has identified as
benefiting from structural, long-term secular tailwinds and
are therefore focus areas for AMG. The selected strategic
target areas include strategies dedicated to private
markets, liquid alternatives, and sustainable investment.
AMG increasingly participates in these secular growth
areas via investments in new Affiliates or collaborating with
existing Affiliates in product development or enhancing
capabilities; targets are reconsidered annually to ensure
appropriate progress is incented over time
|
•
Target set relative to the prior-year contribution level of
AMG notional AUM in these strategies
|
||
|
Employee
Engagement
Survey Score
|
•
Percentage of AMG employees indicating overall job
satisfaction in formal annual employee engagement survey,
relative to industry benchmark satisfaction rate
|
•
Target set relative to an industry benchmark
satisfaction rate
|
||
36
Risk Considerations in our Compensation Program
The Compensation Committee has discussed the concept of risk as it relates to our compensation program with our
management team and with our Compensation Consultant. The Compensation Committee does not believe that the goals or the
underlying philosophy of our compensation program encourage excessive or inappropriate risk-taking, or create risks that are
reasonably likely to have a material adverse effect on the Company.
Throughout our compensation program, compensation is aligned with long-term stockholder interests and increases in
shareholder value.
The named executive officers’ salaries are fixed in amount and typically account for a relatively small minority of
their Total Compensation
. For 2024, all Annual Incentive Compensation for the Chief Executive Officer and the Chief Operating
Officer, and the majority of Annual Incentive Compensation for the Chief Financial Officer and the General Counsel, was
determined by applying the result of the Performance Assessment, which links incentive award payouts to pre-established
performance targets (with caps on the scoring of individual metrics) to a peer-benchmarked pay target, and the total Annual
Incentive Compensation of each named executive officer was subject to a maximum payout. The Compensation Committee also
reviews the output of the scorecard and the resulting incentive compensation to ensure that the output is consistent with the design
of the plan. The Committee could apply incremental discretion for a variety of factors, including, but not limited to, a result
inconsistent with the plan design, factors that arise after establishing the Peer Group, payout targets, and scorecard metrics earlier
in the year (
no discretion was applied in 2024
). Annual Incentive Compensation is then allocated between cash bonus and long-
term equity awards using a pre-established tiered formula, resulting in formulaic cash bonus and equity incentive award amounts.
In addition, a substantial portion of executive compensation is in the form of equity incentive awards, a majority of which are subject
to specific pre-established performance targets, which further aligns executives’ interests with those of our stockholders. We
believe that these awards do not encourage excessive or inappropriate risk-taking given that the value of the awards is tied to the
Company’s performance, and the awards are subject to long-term vesting schedules to help ensure that executives have significant
value tied to long-term performance.
Clawback Policies
To further ensure the alignment of compensation with long-term performance, we maintain a clawback policy that allows for the
recoupment of performance-based compensation from executive officers in the event of a material restatement of our financial
results due to a material error within three years of the original reporting. In the event of such occurrence, the Board of Directors
will review the facts and circumstances that led to the restatement and will take such actions as deemed necessary and
appropriate (such as the possible recoupment of incentive compensation of one or more executive officers).
In addition to the Company’s rights of recoupment outlined above, the Board of Directors also adopted the Affiliated Managers
Group, Inc. Clawback Policy (the “NYSE Clawback Policy”), effective as of October 16, 2023, in order to comply with the applicable
provisions of Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the listing standards of
the NYSE. The NYSE Clawback Policy subjects any incentive-based compensation paid to an executive officer after October 2,
2023 to recoupment if and to the extent the same was paid on the basis of financial results in respect of any of the three most
recently completed fiscal years, which results were later restated.
Equity Grant Policy
generally grant equity awards to our named executive officers at regularly scheduled meetings of the Compensation Committee in
the first quarter, and to directors at regularly scheduled meetings of the Compensation Committee in the first quarter and in the
approval of an equity grant falls within a regularly scheduled quarterly blackout period under the Trading Policy, the awards will not
become effective and are not priced until the closing of the last day of the blackout period following the public release of our
earnings results for the prior quarter and/or year, as applicable. In all other cases, the effective grant date of any equity awards will
be the date of the relevant Committee meeting or written consent.
Tax Deductibility of Compensation
The availability of tax deductions for cash and equity compensation is one of many factors that the Compensation Committee
considers in designing a compensation program that is intended to attract and retain executive talent and to reward our named
executive officers for their contributions to the success of the Company.
Section 162(m) of the Internal Revenue Code of 1986, as amended, generally disallows a tax deduction for compensation in
excess of $1 million paid to any “covered employee” of a publicly held corporation (generally the corporation’s chief executive
officer, chief financial officer, and its next
three
most highly compensated executive officers, in the year that the compensation is
paid). The Compensation Committee is committed to maintaining a compensation program and establishing compensation levels
that take tax consequences into account, and will continue to consider these issues, while prioritizing a focus on attracting and
retaining executive talent and aligning management incentives with long-term stockholder interests.
37
Compensation Committee Report
The Compensation Committee has reviewed and discussed this Compensation Discussion and Analysis with our management
team. Based on its review and discussions with management, the Compensation Committee recommended to the Board of
Directors that this Compensation Discussion and Analysis be included in this Proxy Statement.
TRACY P. PALANDJIAN,
CHAIR
DWIGHT D. CHURCHILL
FÉLIX V. MATOS RODRÍGUEZ
38
EXECUTIVE
COMPENSATION TABLES
The following tables provide information regarding the compensation arrangements for the years indicated with respect to the
Company’s Chief Executive Officer, Chief Financial Officer
,
and other executive officers during the fiscal year ended December 31,
2024 (collectively, the “named executive officers”).
Equity awards granted in March 2025 in recognition of performance during fiscal year 2024 do not appear in the following
Summary Compensation Table or the Grants of Plan-Based Awards table because SEC rules require equity awards to be reported
in these tables in the fiscal year of grant, even where the awards are intended to compensate executives for performance in a prior
year. For information on the equity awards granted in March 2025 in recognition of 2024 performance, please refer to the
discussion in the “Compensation Discussion and Analysis” section of this Proxy Statement.
Summary Compensation Table
|
Name and Principal Position
|
Year
|
Salary
($)
|
Non-Equity
Incentive Plan
Compensation
($)
(1)
|
Stock
Awards
($)
|
All Other
Compensation
($)
(2)
|
Total
($)
|
|||||||
|
Jay C. Horgen
............................................
|
2024
|
750,000
|
5,986,000
|
6,226,000
|
(3)
|
68,846
|
13,030,846
|
||||||
|
President and Chief Executive
Officer
|
2023
|
750,000
|
4,811,000
|
8,990,000
|
(4)
|
66,823
|
14,617,823
|
||||||
|
2022
|
750,000
|
5,995,000
|
6,925,000
|
(5)
|
73,212
|
13,743,212
|
|||||||
|
Thomas M. Wojcik
(6)
..................................
|
2024
|
500,000
|
3,441,000
|
2,539,000
|
(3)
|
28,845
|
6,508,845
|
||||||
|
Chief Operating Officer
|
2023
|
500,000
|
2,526,000
|
3,501,000
|
(4)
|
23,640
|
6,550,640
|
||||||
|
2022
|
500,000
|
3,167,000
|
2,950,000
|
(5)
|
32,140
|
6,649,140
|
|||||||
|
Rizwan M. Jamal
(7)
....................................
|
2024
|
500,000
|
1,750,000
|
2,539,000
|
(3)
|
38,372
|
4,827,372
|
||||||
|
Managing Director, Affiliate
Partnerships
|
2023
|
500,000
|
2,526,000
|
3,539,000
|
(4)
|
32,670
|
6,597,670
|
||||||
|
2022
|
500,000
|
3,193,000
|
4,250,000
|
(5)
|
41,170
|
7,984,170
|
|||||||
|
Dava E. Ritchea
(8)
......................................
|
2024
|
375,000
|
1,594,000
|
3,500,000
|
(8)
|
6,883
|
5,475,883
|
||||||
|
Chief Financial Officer
|
|||||||||||||
|
Kavita Padiyar
(9)
.........................................
|
2024
|
456,250
|
857,000
|
577,500
|
(3)
|
32,265
|
1,923,015
|
||||||
|
General Counsel and Corporate
Secretary
|
|||||||||||||
(1)
For 2024, amounts represent performance-based cash bonuses awarded in recognition of performance in 2024, determined using the
Performance Assessment scorecard and framework, applying a formulaic score to Target Total Payout levels set based on peer
benchmarking, and allocating between cash bonus and long-term equity awards using a pre-established tiered formula, as more fully
described in the “Compensation Discussion and Analysis” section of this Proxy Statement.
For
Mses. Ritchea and Padiyar, the result of the
Performance Assessment was applied to 75% of respective Target Total Payout levels, given Ms. Ritchea’s hire date and Ms. Padiyar’s
promotion date
.
(2)
For 2024, “All Other Compensation” consisted of (i) contributions to a 401(k) profit-sharing or similar pension plan in the amount of $20,700
on behalf of Mr. Horgen, Mr. Wojcik, Mr. Jamal, and Ms. Padiyar, (ii) medical benefits and life and long-term disability insurance premiums
with respect to each named executive officer, and (iii) tax preparation services with respect to each named executive officer. The Company
does not provide tax reimbursements for any perquisite. The Company’s executive officers may invest from time to time in Affiliate funds or
products under arrangements described in “Other Matters – Related Person Transactions” at no incremental cost to the Company.
(3)
Represents the aggregate grant date fair value (computed in accordance with FASB ASC Topic 718) of the following equity incentive awards
consisting of restricted stock units granted under the Company’s 2020 Equity Incentive Plan (the “2020 Stock Plan”) in March 2024 in
recognition of performance in 2023: (i) 2023 Long-Term Deferred Equity Awards granted to Mr. Horgen, Mr. Wojcik, Mr. Jamal, and Ms.
Padiyar with grant date fair values of $
2,490,000
, $
1,020,000
, $
1,020,000
, and $
346,500
, respectively, and (ii) 2023 Long-Term Performance
Achievement Awards granted to Mr. Horgen, Mr. Wojcik, Mr. Jamal, and Ms. Padiyar with grant date fair values of $
3,736,000
, $
1,519,000
,
$
1,519,000
, and $231,000, respectively. The portions of the 2023 Long-Term Performance Achievement Awards that will be eligible to vest
will be determined based on the Company’s level of achievement measured against pre-established performance targets measuring the
Company’s Average ROE, as defined in “2024 Compensation Program Overview and Enhancements” on page 6, over a three-year
measurement period ending on December 31, 2026. If Average ROE is below 10% for the measurement period, no shares underlying the
initial award will be issued and distributed. If Average ROE is between 10% and 22% for the measurement period, a ratable portion between
40% and up to a maximum of 150% of the shares underlying the award will be issued and distributed, with 100% of the shares underlying
the initial award issued and distributed if an Average ROE of between 16% and 17% is achieved. The grant date fair value of the 2023 Long-
Term Performance Achievement Awards assumes that the midpoint level of Average ROE will be achieved. For details on the assumptions
made in the valuation of these and the other awards described herein, see the “Share-Based Compensation” note to the Consolidated
Financial Statements included in the Company’s 2024 Annual Report on Form 10-K.
39
(4)
Represents the aggregate grant date fair value (computed in accordance with FASB ASC Topic 718) of the following equity incentive awards
consisting of restricted stock units granted under the 2020 Stock Plan in March 2023 in recognition of performance in 2022: (i) 2022 Long-
Term Deferred Equity Awards granted to Mr. Horgen, Mr. Wojcik, and Mr. Jamal with grant date fair values of $3,147,000, 1,225,000, and
$1,239,000, respectively, (ii) 2022 Long-Term Performance Achievement Awards (three-year cliff vesting) granted to Mr. Horgen, Mr. Wojcik,
and Mr. Jamal with grant date fair values of $2,921,500, $1,138,000, and $1,150,000, respectively, and (iii) 2022 Long-Term Performance
Achievement Awards (five-year cliff vesting) granted to Mr. Horgen, Mr. Wojcik, and Mr. Jamal with grant date fair values of $2,921,500,
$1,138,000, and $1,150,000, respectively. The portions of each of the 2022 Long-Term Performance Achievement Awards (three-year cliff
vesting) and the 2022 Long-Term Performance Achievement Awards (five-year cliff vesting) that will be eligible to vest will be determined
based on the Company’s level of achievement measured against pre-established performance targets measuring the Company’s Average
ROE over a three-year measurement period ending on December 31, 2025, and over a five-year measurement period ending on December
31, 2027, respectively. If Average ROE is below 10% for each of the three- or five-year measurement periods, no shares underlying the
applicable initial award will be issued and distributed. If Average ROE is between 10% and 22% for each of the three- or five-year
measurement periods, a ratable portion between 40% and up to a maximum of 150% of the shares underlying the applicable initial award
will be issued and distributed, with 100% of the shares underlying the applicable initial award issued and distributed if an Average ROE of
between 16% and 17% is achieved. The grant date fair value of each of the 2022 Long-Term Performance Achievement Awards (three-year
cliff vesting) and 2022 Long-Term Performance Achievement Awards (five-year cliff vesting) assumes that the midpoint level of Average ROE
will be achieved.
(5)
Represents the aggregate grant date fair value (computed in accordance with FASB ASC Topic 718) of the following equity incentive awards
consisting of restricted stock units granted under the 2020 Stock Plan in March 2022 in recognition of performance in 2021: (i) 2021 Long-
Term Deferred Equity Awards granted to Mr. Horgen, Mr. Wojcik, and Mr. Jamal with grant date fair values of $2,770,000, $1,180,000, and
$1,700,000, respectively, and (ii) 2021 Long-Term Performance Achievement Awards granted to Mr. Horgen, Mr. Wojcik, and Mr. Jamal with
grant date fair values of $4,155,000, $1,770,000, and $2,550,000, respectively. The portions of the 2021 Long-Term Performance
Achievement Awards that will be eligible to vest will be determined based on the Company’s level of achievement measured against pre-
established performance targets measuring the Company’s Average ROE over a three-year measurement period ending on December 31,
2024. If Average ROE is below 10% for the measurement period, no shares underlying the initial award will be issued and distributed. If
Average ROE is between 10% and 25% for the measurement period, a ratable portion between 20% and up to a maximum of 150% of the
shares underlying the award will be issued and distributed, with 100% of the shares underlying the initial award issued and distributed if an
Average ROE of between 18% and 20% is achieved. The grant date fair value of the 2021 Long-Term Performance Achievement Awards
assumes that the midpoint level of Average ROE will be achieved.
(6)
Mr. Wojcik served as our Chief Financial Officer through March 2024, before transitioning to the role of Chief Operating Officer as of April 1,
2024.
(7)
In connection with his forthcoming retirement from the Company, Mr. Jamal stepped down from his role as Head of Affiliate Investments and
as an executive officer of the Company in the first quarter of 2025. Mr. Jamal remains with the Company as Managing Director, Affiliate
Partnerships.
(8)
Ms. Ritchea
joined the Company in April 2024 and, therefore, no compensation is included in the tables for years prior to 2024. In May 2024,
Ms. Ritchea received the following one-time retention and make-whole awards granted under the 2020 Stock Plan in connection with the
commencement of her employment: (i) Initial
Long-Term Performance Achievement Award
(three-year cliff vesting) with a grant date fair
value of $2,625,000 and (ii) Initial Long-Term Performance Achievement Award (five-year cliff vesting) with a grant date fair value of
$875,000. The portions of each of the Initial Long-Term Performance Achievement Award (three-year cliff vesting) and the Initial Long-Term
Performance Achievement Award (five-year cliff vesting) that will be eligible to vest will be determined based on the Company’s level of
achievement measured against pre-established performance targets measuring the Company’s Average ROE over a three-year
measurement period ending on December 31, 2026, and over a five-year measurement period ending on December 31, 2028, respectively.
If Average ROE is equal to or less than 11% for each of the three- or five-year measurement periods, 50% of the shares underlying the
applicable initial award will be issued and distributed. If Average ROE is between 12% and 22% for each of the three- or five-year
measurement periods, a ratable portion between 60% and up to a maximum of 150% of the shares underlying the applicable award will be
issued and distributed, with 100% of the shares underlying the applicable initial award issued and distributed if an Average ROE of between
16% and 17% is achieved. The grant date fair value of each of the Initial Long-Term Performance Achievement Award (three-year cliff
vesting) and the Initial Long-Term Performance Achievement Award (five-year cliff vesting) assumes that the midpoint level of Average ROE
will be achieved.
(9)
Ms. Padiyar was first designated an executive officer of the Company in April 2024 and, therefore, no compensation is included in the tables
for years prior to 2024.
40
Grants of Plan-Based Awards in Fiscal Year 2024
|
|
Estimated Possible Payouts Under
Non-Equity Incentive Plan Awards
(1)
|
Estimated Future Payouts Under
Equity Incentive Plan Awards
|
All Other Stock
Awards: Number of
Shares of Stock or
Units
(#)
|
Grant Date
Fair Value
of Stock
Awards
($)
|
|||||||
|
Name
|
Grant
Date
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
(#)
|
Target
(#)
|
Maximum
(#)
|
||||
|
Jay C.
Horgen
...........
|
—
|
—
|
5,267,534
|
6,525,000
|
—
|
—
|
—
|
—
|
—
|
||
|
3/5/2024
|
(2)
|
—
|
—
|
—
|
—
|
—
|
—
|
15,702
|
2,490,000
|
||
|
3/5/2024
|
(3)
|
—
|
—
|
—
|
—
|
23,559
|
35,339
|
—
|
3,736,000
|
||
|
Thomas M.
Wojcik
.............
|
—
|
—
|
2,961,689
|
4,300,000
|
—
|
—
|
—
|
—
|
—
|
||
|
3/5/2024
|
(2)
|
—
|
—
|
—
|
—
|
—
|
—
|
6,432
|
1,020,000
|
||
|
3/5/2024
|
(3)
|
—
|
—
|
—
|
—
|
9,579
|
14,369
|
—
|
1,519,000
|
||
|
Rizwan M.
Jamal
..............
|
—
|
—
|
1,750,000
|
4,300,000
|
—
|
—
|
—
|
—
|
—
|
||
|
3/5/2024
|
(2)
|
—
|
—
|
—
|
—
|
—
|
—
|
6,432
|
1,020,000
|
||
|
3/5/2024
|
(3)
|
—
|
—
|
—
|
—
|
9,579
|
14,369
|
—
|
1,519,000
|
||
|
Dava E.
Ritchea
...........
|
—
|
—
|
1,375,000
|
4,300,000
|
—
|
—
|
—
|
—
|
—
|
||
|
5/6/2024
|
(4)
|
—
|
—
|
—
|
—
|
16,695
|
25,043
|
—
|
2,625,000
|
||
|
5/6/2024
|
(5)
|
—
|
—
|
—
|
—
|
5,565
|
8,348
|
—
|
875,000
|
||
|
Kavita
Padiyar
...........
|
—
|
—
|
725,000
|
4,300,000
|
—
|
—
|
—
|
—
|
—
|
||
|
3/5/2024
|
(2)
|
—
|
—
|
—
|
—
|
—
|
—
|
2,185
|
346,500
|
||
|
3/5/2024
|
(3)
|
—
|
—
|
—
|
—
|
1,457
|
2,186
|
—
|
231,000
|
||
(1)
Represents the range of performance-based cash bonus opportunities for performance year 2024. The amounts presented above are
calculated using the Performance Assessment scorecard and framework, applying a pre-established tiered formula allocating between cash
bonus and long-term equity awards, subject to payout caps, to the overall Target Total Payout, which is set based on peer benchmarking, and
the maximum possible Annual Incentive Compensation amount; both amounts are inclusive of all cash and equity compensation.
The amounts
reported in the (i) “Target” sub-column reflect the application of an assumed Performance Assessment score of 100% and (ii) “Maximum” sub-
column reflect the application of individual payout caps.
Actual amounts earned for performance in 2024 are included in the “Non-Equity
Incentive Plan Compensation” column of the Summary Compensation Table above. AMG’s Annual Incentive Compensation determination
process is more fully described in the “Compensation Discussion and Analysis” section of this Proxy Statement.
(2)
Represents 2023 Long-Term Deferred Equity Awards granted in March 2024 under the 2020 Stock Plan in recognition of performance in 2023,
vesting in four equal installments on March 5, 2025, 2026, 2027, and 2028, subject to continued employment through each vesting date (with
certain limited exceptions in the case of death, disability, Retirement, or certain terminations of employment in connection with a change in
control. To be eligible for “Retirement,” the named executive officer must (a) have completed at least 120 months (10 years) of service, provided
that if the individual has reached the age of 60 years, such service requirement shall be reduced to 96 months (8 years) of service, and (b)
have a number of completed months of service plus age in months that, when summed, equals at least 780 months (65 years). Upon
Retirement, qualifying awards continue to vest post-termination in accordance with the original schedule, subject to any applicable performance
conditions and compliance with certain covenants). The grant date fair value has been computed in accordance with FASB ASC Topic 718.
(3)
Represents 2023 Long-Term Performance Achievement Awards granted in March 2024 under the 2020 Stock Plan in recognition of
performance in 2023, vesting in full on March 5, 2027, subject to continued employment through the vesting date (with certain limited
exceptions in the case of death, disability, Retirement, certain terminations of employment in connection with a change in control, or
terminations of employment other than for cause or by the employee for good reason). As further described in the Summary Compensation
Table above, the number of shares of common stock of the Company underlying each 2023 Long-Term Performance Achievement Award that
may be issued and distributed for each restricted stock unit is based on the Company’s level of achievement measured against pre-established
performance targets measuring the Company’s Average ROE over a three-year measurement period ending on December 31, 2026. The grant
date fair value has been computed in accordance with FASB ASC Topic 718, and assumes that the midpoint level of Average ROE will be
achieved.
(4)
Represents the Initial Long-Term Performance Achievement Award (three-year cliff vesting) granted in May 2024 under the 2020 Stock Plan
in
connection with the commencement of Ms. Ritchea’s employment with the Company
, vesting in full on March 5, 2027, subject to continued
employment through the vesting date (with certain limited exceptions in the case of death, disability, certain terminations of employment in
connection with a change in control, or terminations of employment other than for cause or by the employee for good reason). As further
described in the Summary Compensation Table above, the number of shares of common stock of the Company underlying the Initial Long-Term
Performance Achievement Award (three-year cliff vesting) that may be issued and distributed for each restricted stock unit is based on the
Company’s level of achievement measured against pre-established performance targets measuring the Company’s Average ROE over a three-
year measurement period ending on December 31, 2026. The grant date fair value has been computed in accordance with FASB ASC Topic
718, and assumes that the midpoint level of Average ROE will be achieved.
(5)
Represents
the Initial Long-Term Performance Achievement Award (five-year cliff vesting) granted in May 2024 under the 2020 Stock Plan
in
connection with the commencement of Ms. Ritchea’s employment with the Company
, vesting in full on March 5, 2029, subject to continued
employment through the vesting date (with certain limited exceptions in the case of death, disability, certain terminations of employment in
connection with a change in control, or terminations of employment other than for cause or by the employee for good reason). As further
described in the Summary Compensation Table above, the number of shares of common stock of the Company underlying the Initial Long-Term
Performance Achievement Award (five-year cliff vesting) that may be issued and distributed for each restricted stock unit is based on the
Company’s level of achievement measured against pre-established performance targets measuring the Company’s Average ROE over a five-
year measurement period ending on December 31, 2028. The grant date fair value has been computed in accordance with FASB ASC Topic
718, and assumes that the midpoint level of Average ROE will be achieved.
41
Outstanding Equity Awards at 2024 Fiscal Year-End
|
Option Awards
|
Stock Awards
|
||||||||
|
Name
|
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
(1)
|
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
(2)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number of
Shares of
Stock That
Have Not
Vested
(#)
(3)
|
Market or
Payout Value
of Shares of
Stock That
Have Not
Vested
($)
|
Equity Incentive
Plan Awards:
Number of
Unearned
Shares of Stock
That Have Not
Vested
(#)
(4)
|
Equity Incentive
Plan Awards:
Market Value of
Unearned Shares
of Stock That
Have Not Vested
($)
|
|
|
Jay C. Horgen
............
|
300,000
|
—
|
74.49
|
8/15/2026
|
91,871
|
16,988,785
|
59,905
|
11,077,633
|
|
|
Thomas M. Wojcik
.....
|
170,645
|
—
|
74.49
|
8/15/2026
|
38,760
|
7,167,499
|
23,737
|
4,389,446
|
|
|
Rizwan M. Jamal
.......
|
—
|
—
|
—
|
—
|
49,878
|
9,223,440
|
23,887
|
4,417,184
|
|
|
Dava E. Ritchea
.........
|
—
|
—
|
—
|
—
|
—
|
—
|
22,260
|
4,116,319
|
|
|
Kavita Padiyar
............
|
—
|
74,085
|
73.81
|
3/3/2027
|
9,153
|
1,692,573
|
3,074
|
568,444
|
|
|
|
(1)
Represents
Alignment Options pursuant to the Long-Term Equity Alignment Awards granted in August 2019 under the Company’s 2011
Stock Option and Incentive Plan (the “2011 Plan”), which vested on August 15, 2024.
(2)
Represents options granted under the
2011 Plan
on March 3, 2020, vesting on March 3, 2025, the exercise of which is subject to the
Company’s level of achievement measured against pre-established performance targets measuring Average ROE over a five-year
measurement period ending on December 31, 2023. If Average ROE is between 12% and 20% or above for such measurement period, a
ratable portion between 50% and up to a maximum of 150% of the shares underlying the award will be eligible for exercise, with 100% of the
shares underlying the award becoming eligible for exercise if a midpoint of 16% Average ROE is achieved for the measurement period. If
Average ROE is equal to or less than 12% for the measurement period, 50% of the shares underlying the award will be eligible for exercise.
Any portion of the award that will not be delivered following the five-year performance period will be forfeited.
The number of shares
underlying the options presented in this column reflects the Company’s actual level of performance achieved relative to the pre-established
targets.
(3)
Represents
the following awards of restricted stock units: (i) 2023 Long-Term Deferred Equity Awards granted under the 2020 Stock Plan in
March 2024, vesting in four equal installments on March 5, 2025, 2026, 2027, and 2028, (ii) 2022 Long-Term Deferred Equity Awards
granted under the 2020 Stock Plan in March 2023, vesting in four equal installments on March 5, 2024, 2025, 2026, and 2027, (iii) 2021
Long-Term Deferred Equity Awards granted under the 2020 Stock Plan in March 2022, vesting in four equal installments on March 5, 2023,
2024, 2025, and 2026, (iv) 2020 Long-Term Deferred Equity Awards granted under the 2020 Stock Plan in March 2021, vesting in four equal
installments on March 5, 2022, 2023, 2024, and 2025, and (v) 2021 Long-Term Performance Achievement Awards granted under the 2020
Stock Plan in March 2022, vesting in full on March 5, 2025, with the portion of such awards eligible to vest determined based on the
Company’s Average ROE during the three-year measurement period ending on December 31, 2024, measured against pre-established
performance targets. See the Summary Compensation Table for additional details, including relevant performance conditions for the 2021
Long-Term Performance Achievement Awards. The number and market value of shares of stock that have not yet vested underlying the
2021 Long-Term Performance Achievement Awards presented above reflects the Company’s actual level of performance achieved relative to
the pre-established targets. For each of these awards, vesting is subject to continued employment through each vesting date (with certain
limited exceptions in the case of death, disability,
Retirement, certain terminations of employment in connection with a change in control, and
in the case of the 2021 Long-Term Performance Achievement Awards, terminations of employment other than for cause or by the employee
for good reason
). These awards participate in cash dividends declared by the Company, the payment of which is deferred until delivery of
the shares and is forfeited if the requisite service period or any performance conditions are not satisfied.
(4)
Represents the following awards of restricted stock units: (A), for each named executive officer other than Ms. Ritchea, (i) 2023 Long-Term
Performance Achievement Awards granted under the 2020 Stock Plan in March 2024, vesting in full on March 5, 2027, with the portion of
such awards eligible to vest determined based on the Company’s Average ROE during the three-year measurement period ending on
December 31, 2026, measured against pre-established performance targets, and (ii) 2022 Long-Term Performance Achievement Awards
(three-year cliff vesting) granted under the 2020 Stock Plan in March 2023, vesting in full on March 5, 2026, with the portion of such awards
eligible to vest determined based on the Company’s Average ROE during the three-year measurement period ending on December 31,
2025, measured against pre-established performance targets; (B), for each named executive officer other than Mses. Ritchea and Padiyar,
2022 Long-Term Performance Achievement Awards (five-year cliff vesting) granted under the 2020 Stock Plan in March 2023, vesting in full
on March 5, 2028, with the portion of such awards eligible to vest determined based on the Company’s Average ROE during the five-year
measurement period ending on December 31, 2027, measured against pre-established performance targets; and (C), for Ms. Ritchea, (x)
the Initial Long-Term Performance Achievement Award (three-year cliff vesting) granted under the 2020 Stock Plan in May 2024, vesting in
full on March 5, 2027, with the portion of such award eligible to vest determined based on the Company’s Average ROE during the three-
year measurement period ending on December 31, 2026, measured against pre-established performance targets, and (y) the Initial Long-
Term Performance Achievement Award (five-year cliff vesting) granted under the 2020 Stock Plan in May 2024, vesting in full on March 5,
2029, with the portion of such award eligible to vest determined based on the Company’s Average ROE during the five-year measurement
period ending on December 31, 2028, measured against pre-established performance targets. As of December 31, 2024, the achievement
of the relative performance targets for these awards had not yet been determined. For each of these awards, vesting is subject to continued
employment through each vesting date (with certain limited exceptions in the case of death, disability, certain terminations of employment in
connection with a change in control, or terminations of employment other than for cause or by the employee for good reason, and in the
case of the 2023 Long-Term Performance Achievement Awards, the 2022 Long-Term Performance Achievement Awards (three-year cliff
vesting), and the 2022 Long-Term Performance Achievement Awards (five-year cliff vesting), Retirement). Each of these awards participates
42
in cash dividends declared by the Company, the payment of which is deferred until delivery of the shares and is forfeited if the requisite
service period or any performance conditions are not satisfied. See the Summary Compensation Table for additional details regarding these
awards and relevant performance conditions. For purposes of calculating the number and market value of unearned shares of stock that
have not yet vested in the above table, consistent with the grant date fair value determinations, the calculations assume that the midpoint
performance level is achieved for each of these awards.
Option Exercises and Stock Vested in Fiscal Year 2024
|
Option Awards
|
Stock Awards
|
||||||
|
Name
|
Number of Shares
Acquired on
Exercise
(#)
|
Value Realized
on Exercise
($)
(1)
|
Number of Shares
Acquired on
Vesting
(#)
(2)
|
Value Realized
on Vesting
($)
(3)
|
|||
|
Jay C. Horgen
...................................................................................
|
300,000
|
30,078,000
|
41,170
|
6,487,268
|
|||
|
Thomas M. Wojcik
............................................................................
|
202,500
|
20,466,150
|
21,726
|
3,426,392
|
|||
|
Rizwan M. Jamal
...............................................................................
|
428,807
|
41,920,172
|
22,201
|
3,504,381
|
|||
|
Dava E. Ritchea
................................................................................
|
—
|
—
|
—
|
—
|
|||
|
Kavita Padiyar
...................................................................................
|
—
|
—
|
7,634
|
1,202,527
|
|||
|
|
(1)
Reflects the aggregate value realized upon the exercise of options in 2024. The exercise price of the options was $74.49, which was equal
to the fair market value of a share of the Company’s common stock on the applicable date of grant.
(2)
Reflects the portions vested in 2024 of the following awards of restricted stock units: (i) 2022 Long-Term Deferred Equity Awards granted in
March 2023 under the 2020 Stock Plan, (ii) 2021 Long-Term Deferred Equity Awards granted in March 2022 under the 2020 Stock Plan, (iii)
2020 Long-Term Deferred Equity Awards granted in March 2021 under the 2020 Stock Plan, (iv) 2020 Long-Term Performance Achievement
Awards granted in March 2021 under the 2020 Stock Plan (
150
% of such awards, reflecting the maximum level of performance achieved
relative to the targets), and (v)
2019 Long-Term Deferred Equity Awards granted in March 2020 under both the Company’s 2013 Incentive
Stock Award Plan (the “2013 Stock Plan”) and Deferred Compensation Plan (the “Deferred Compensation Plan”). For Ms. Padiyar, also
includes the portion vested in 2024 under the third and final tranche of a performance-based restricted stock unit award granted in March
2020 under the Deferred Compensation Plan (100% of such award, reflecting the maximum level of performance achieved relative to the
target)
.
(3)
Represents the value of the portions vested in 2024 of each of the awards listed in footnote (2) above, determined as of the date of vesting.
Pay Versus Performance Table
|
Year
|
Summary
Compensation
Table Total for
Principal
Executive
Officer (“PEO”)
($)
(1)
|
Compensation
Actually Paid
to PEO
($)
(2)
|
Average Summary
Compensation Table
Total for Non-PEO
Named Executive
Officers (“Other
NEOs”)
($)
(3)
|
Average
Compensation
Actually Paid
to Other NEOs
($)
(2)
|
Value of Initial Fixed $100 Investment
Based On:
|
Net
Income
($mm)
|
Company-
Selected
Measure:
EEPS
($)
(5)
|
|||
|
TSR (Calculated
per Item 201(e)
of Reg S-K)
($)
|
Peer Group TSR
(Calculated per
Item 201(e) of Reg
S-K)
($)
(4)
|
|||||||||
|
2024
|
|
|
(6)
|
|
|
(6)
|
|
|
|
|
|
2023
|
|
|
|
|
|
|
|
|
||
|
2022
|
|
|
|
|
|
|
|
|
||
|
2021
|
|
|
(6)
|
|
|
(6)
|
|
|
|
|
|
2020
|
|
|
|
|
|
|
|
|
||
|
|
(1)
For each of 2024, 2023, and 2022, represents the total compensation as reported in the Summary Compensation Table included in this
Proxy Statement for
Mr. Horgen
, the Company’s President and Chief Executive Officer. For 2021 and 2020, represents the total
compensation as reported in the Summary Compensation Table for Mr. Horgen in the 2023 Proxy Statement.
(2)
“Compensation Actually Paid” represents a calculation of compensation under SEC rules that differs significantly from the Summary
Compensation Table presentation of compensation, as well as from the way in which the Compensation Committee views annual
compensation decisions, as discussed in the “Compensation Discussion and Analysis” section of this Proxy Statement. The figures reported
in this column do not reflect the actual amount of compensation earned by or paid to Mr. Horgen and the Other NEOs during the applicable
calendar year or for the applicable performance year. To calculate “Compensation Actually Paid to PEO” and “Average Compensation
Actually Paid to Other NEOs,” the below adjustments were made to total compensation as reported in the Summary Compensation Table.
The adjustments were calculated according to the prescribed method determined by the SEC for the calculation of Compensation Actually
Paid for the periods presented. For equity awards with performance-based vesting conditions, fair value as of the applicable year-end is
based on the probable outcome of such conditions as of year-end. There were no other assumptions made in the valuation of equity awards
that differ materially from those disclosed at the time of grant.
43
|
Year
|
Summary
Compensation
Table Total
($)
|
Less Reported
Value of Equity
Awards for the
Covered Year
($)
|
Plus Year-End
Fair Value of
Outstanding
Unvested
Equity
Awards
Granted in the
Covered Year
($)
|
Change in Fair
Value as of
Year-End of
Outstanding
Unvested
Equity Awards
Granted in
Prior Years
($)
|
Change in Fair
Value as of
Year-End of
Equity Awards
Granted in Prior
Years that
Vested in the
Covered Year
($)
|
Plus Vesting
Date Fair
Value of
Equity
Awards
Granted in
the Covered
Year and
that Vested
in the Same
Year
($)
(7)
|
Deduct Fair
Value as of
Prior Year-
End of Equity
Awards that
Failed to Meet
Applicable
Vesting
Conditions
During the
Covered Year
($)
|
Add Fair
Value of
Dividends or
Other
Earnings
Paid on
Stock or
Option
Awards that
are not
Otherwise
Included
($)
|
Compensation
Actually Paid
($)
|
|
|
PEO
|
||||||||||
|
2024
|
(6)
|
|
(
|
|
|
|
|
|
|
|
|
2023
|
|
(
|
|
(
|
(
|
|
|
|
|
|
|
2022
|
|
(
|
|
(
|
(
|
|
|
|
|
|
|
2021
|
(6)
|
|
(
|
|
|
|
|
(
|
|
|
|
2020
|
|
(
|
|
|
(
|
|
(
|
|
|
|
|
Other NEOs
|
||||||||||
|
2024
|
(6)
|
|
(
|
|
|
|
|
|
|
|
|
2023
|
|
(
|
|
(
|
(
|
|
|
|
|
|
|
2022
|
|
(
|
|
(
|
(
|
|
|
|
|
|
|
2021
|
(6)
|
|
(
|
|
|
|
|
(
|
|
|
|
2020
|
|
(
|
|
|
(
|
|
(
|
|
|
|
(3)
For
2024, represents the average total compensation as reported in the Summary Compensation Table for Mr. Wojcik, Mr. Jamal, Ms.
Ritchea, and Ms. Padiyar. For 2023, represents the average total compensation as reported in the Summary Compensation Table for Mr.
Wojcik, Mr. Jamal, and John R. Erickson, Head of Affiliate Engagement. For each of 2022 and 2021, represents the average total
compensation as reported in the Summary Compensation Table for Mr. Wojcik, Mr. Jamal, Mr. Erickson, and David M. Billings, former
General Counsel and Secretary. For 2020, represents the average total compensation as reported in the Summary Compensation Table for
Mr. Wojcik, Mr. Billings, Sean M. Healey, who served as Executive Chairman until his passing in May 2020, and Hugh P. B. Cutler, former
Head of Global Distribution.
(4)
Reflects the TSR of the
S&P MidCap 400 index
, which we also utilize in the stock performance graph required by Item 201(e) of Regulation
S-K included in our 2024 Annual Report on Form 10-K.
(5)
Economic earnings per share
, or EEPS, is a non-GAAP financial measure. Additional information on non-GAAP financial performance
measures, including reconciliations to the most directly comparable GAAP measure, can be found in AMG’s 2024 Annual Report on Form
10-K (or, with respect to amounts above for 2021 and 2020, AMG's Quarterly Report on Form 10-Q for the quarter ended March 31, 2023)
under “Supplemental Financial Performance Measures.”
(6)
For 2024 and 2021, “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Other NEOs” reflect the strong
appreciation of AMG’s stock price during such years, and the consequent increase in value of outstanding awards, driven by the value of the
one-time special Long-Term Equity Alignment Awards granted in 2019.
(7)
Represents the vesting of equity awards held by Mr. Healey in accordance with the terms of such awards upon his passing in May 2020.
|
Tabular List of Financial Performance Measures
(1)
|
|
|
|
|
|
|
|
|
(1)
See the “Compensation Discussion and Analysis – Summary of Performance Assessment Target Descriptions and Rationale, and 2024
44
Relationship Between Compensation Actually Paid (“CAP”) and Performance
Measures
Actually Paid to Other NEOs” and the performance measures shown in the above Pay Versus Performance Table during the five
most recently-completed fiscal years:
|
CAP vs. Company and Peer Group TSR
|
|
CAP vs. Net Income
|
|
CAP vs. EEPS
|
45
Pay Ratio
In accordance with SEC rules, we established a new median employee for 2024 following three years with no change in our
identified median employee. Accordingly, we have calculated our pay ratio disclosure based on our median employee identified as
of December 31, 2024. We selected such median employee by analyzing the compensation of each of our employees who were
employed by the Company as of December 31, 2024, excluding our President and Chief Executive Officer, with each employee’s
compensation calculated by reference to their fixed cash compensation for the year ended December 31, 2024, derived from
payroll and other company records. We did not make any cost of living or other adjustments to these amounts, and did not exclude
non-U.S. employees. We annualized total compensation for full-time employees that joined the Company during 2024 or had an
unpaid leave of absence during the year. For purposes of this analysis, we included all full- and part-time employees at the
Company and at subsidiaries of the Company where we control the compensation determinations for the subsidiary’s employees.
The total annual compensation of our President and Chief Executive Officer for 2024, as reported in the “Total” column of the
Summary Compensation Table, was $13,030,846. The total annual compensation of our median employee for 2024, calculated on
the same basis as the Summary Compensation Table, was $201,689. The ratio of our Chief Executive Officer’s total annual
compensation for 2024 to our median employee’s total annual compensation for 2024 was 65 to 1.
We believe executive pay should be internally consistent and equitable to motivate our employees to create shareholder value.
We are committed to internal pay equity, and the Compensation Committee monitors the relationship between the pay our
executive officers receive and the pay our other employees receive
.
Director Compensation
Equity grant determinations for independent directors are made consistent with the Compensation Committee’s philosophy
that compensation should be directly linked to shareholder value creation. Multiple directors have elected to defer cash service
fees, with such deferred amounts credited to an AMG stock tracking fund and delivered in shares of AMG common stock.
As part of our director compensation program design, our Compensation Consultant regularly provides a review of director
compensation in the broad peer universe and in our Peer Group. This analysis includes data on total compensation for directors at
such peer companies, as well as on the individual components of that compensation, such as annual retainers, meeting fees, and
equity awards. Our Compensation Consultant also provides comparative data from time to time on compensation by board position
(such as committee chairs, board chairs, and lead directors) at such companies, and on trends in director compensation.
In
determining compensation levels for the Company’s independent directors for 2024, the Compensation Committee deemed it
appropriate that overall compensation be at or near the median in comparison to directors at public companies within our Peer
Group, with equity compensation linked to shareholder value proportionately higher on a relative basis, which is reflected in the
compensation paid in 2024.
Further, consistent with current best practices, our 2020 Stock Plan sets a cap on equity awards
granted to any independent director in any calendar year of a maximum total grant date fair value of $500,000.
The table below sets forth the current annual compensation levels for AMG’s independent directors. The Chair of each
committee receives the annual Chair fee in lieu of the committee fee. Directors do not receive additional fees for attending
meetings. All equity awards are granted in accordance with the terms of the Company’s equity grant policy. Vesting of the awards is
deferred over a one-year period. In July 2024, the Board of Directors approved a $20,000 increase in the base annual cash fee for
all directors, effective for fiscal year 2024, at the recommendation of the Compensation Consultant and the Compensation
Committee, bringing our annual cash fees in line with industry peers.
|
Annual Compensation for Independent Directors
|
||
|
Board of Directors
|
||
|
Annual Equity Awards – Restricted Stock Units
|
$
200,000
|
|
|
Board Chair Annual Fee – Restricted Stock Units
|
100,000
|
|
|
Base Annual Fee – Cash
|
100,000
|
|
|
Committee Fees — Cash
|
||
|
Audit Committee Membership Annual Fee
|
$
20,000
|
|
|
Audit Committee Chair Annual Fee
|
35,000
|
|
|
Compensation Committee Membership Annual Fee
|
17,000
|
|
|
Compensation Committee Chair Annual Fee
|
20,000
|
|
|
Nominating and Governance Committee Membership Annual Fee
|
17,000
|
|
|
Nominating and Governance Committee Chair Annual Fee
|
20,000
|
|
46
Director Compensation in Fiscal Year 2024
The following table sets forth information regarding the compensation earned by the Company’s independent directors in 2024.
For compensation information with respect to Mr. Horgen and his services as the Company’s President and Chief Executive Officer,
please see the Summary Compensation Table and other accompanying compensation tables. Mr. Horgen receives no additional
compensation for his services as a director.
|
Current Directors
|
Fees Earned or
Paid in Cash
($)
(1)
|
Stock Awards
($)
(2)
|
Option Awards
($)
(3)
|
All Other
Compensation
($)
(4)
|
Total
($)
|
||||
|
Karen L. Alvingham
............................................................................
|
117,000
|
200,150
|
—
|
10,000
|
327,150
|
||||
|
Dwight D. Churchill
.............................................................................
|
140,083
|
208,623
|
—
|
10,000
|
358,706
|
||||
|
Annette Franqui
..................................................................................
|
60,989
|
122,110
|
—
|
10,000
|
193,099
|
||||
|
Félix V. Matos Rodríguez
..................................................................
|
134,000
|
200,150
|
—
|
10,000
|
344,150
|
||||
|
Tracy P. Palandjian
.............................................................................
|
137,000
|
200,150
|
—
|
10,000
|
347,150
|
||||
|
David C. Ryan
.....................................................................................
|
120,000
|
200,150
|
—
|
10,000
|
330,150
|
||||
|
Loren M. Starr
.....................................................................................
|
127,083
|
200,150
|
—
|
—
|
327,233
|
||||
|
Former Directors
|
|||||||||
|
Tracy A. Atkinson
(5)
.............................................................................
|
57,500
|
100,109
|
—
|
10,000
|
167,609
|
||||
|
Reuben Jeffery III
(6)
............................................................................
|
137,250
|
291,909
|
—
|
—
|
429,159
|
(1)
Represents annual Board and Committee fees earned by independent directors in fiscal year 2024. Amounts shown in the table are not
reduced to reflect each of
Lady Alvingham’s, Ms. Palandjian’s, Mr. Ryan’s, and Mr. Starr’s
election to defer receipt of such director’s cash
service fees under the Deferred Compensation Plan. Under the Deferred Compensation Plan, an independent director may elect to defer all
or part of the cash we would otherwise pay such director, with such deferred amounts credited to an AMG stock tracking fund and delivered
in shares of the Company’s common stock. All amounts deferred under the Deferred Compensation Plan are only distributable upon
termination of the director’s Board service. Ms. Atkinson did not stand for re-election at the 2024 Annual Meeting, and her annual Board and
Committee fees reflect partial service during the year. Ms. Franqui was elected to the Board of Directors at the 2024 Annual Meeting, and
her annual Board fees were prorated accordingly.
(2)
Represents the aggregate grant date fair value (computed in accordance with FASB ASC Topic 718) of restricted stock unit awards granted
to independent directors in 2024. On February 5, 2024 and July 29, 2024, the Company granted restricted stock unit awards with grant date
fair values of $100,109 and $100,042, respectively, to each independent director then serving on the Board of Directors, except that Ms.
Franqui solely received a restricted stock unit award on July 29, 2024 with a grant date fair value of $122,110, which was prorated for her
service in 2024. On February 5, 2024 and July 29, 2024, the Company also granted Mr. Jeffery, who served as Board Chair in 2024,
additional restricted stock unit awards with grant date fair values of $41,738 and $50,021, respectively, representing the annual Board Chair
fee, prorated for his service as Board Chair in 2024. On February 5, 2024, the Company also granted Mr. Churchill an additional restricted
stock unit award with a grant date fair value of $8,473, representing the annual Board Chair fee, prorated for his service as Board Chair in
January 2024. Restricted stock unit awards granted in 2024 vest in full over a one-year period ending on March 5, 2025 and August 15,
2025, respectively, subject to continued service through the vesting date (with certain limited exceptions in the case of death, disability, or
certain terminations, including retirement). The number of restricted stock units subject to each award is determined based on the fair market
value of the Company’s common stock on the applicable grant date, with each stock unit representing the right to receive one share of the
Company’s common stock. Restricted stock unit awards participate in cash dividends declared by the Company, the payment of which is
deferred until delivery of the shares and is forfeited if the requisite service period is not satisfied. As of December 31, 2024, the aggregate
unvested portion of restricted stock units (measured in shares of common stock) held by the independent directors then serving on the
Board of Directors was as follows: Lady Alvingham: 3,284; Mr. Churchill: 4,645; Ms. Franqui: 664; Mr. Jeffery: 3,884; Dr. Matos Rodríguez:
3,281; Ms. Palandjian: 3,357; Mr. Ryan: 3,062; Mr. Starr: 1,596. Following Mr. Jeffery’s retirement from the Board of Directors on January 30,
2025, in accordance with the terms of the respective award agreements, his unvested restricted stock units under his annual equity awards
for 2024 were forfeited, and his additional equity awards representing the annual Board Chair fee for 2024 qualified for retirement treatment
and will continue to vest.
(3)
No stock option awards were granted to independent directors in 2024. As of December 31, 2024, the number of shares of common stock
subject to stock options held by each of the independent directors then serving on the Board of Directors was as follows: Lady Alvingham:
2,871; Mr. Churchill: 4,224; Ms. Franqui: 0; Mr. Jeffery: 4,554; Dr. Matos Rodríguez: 1,195; Ms. Palandjian: 12,009; Mr. Ryan: 559; Mr. Starr:
0.
(4)
Represents matching contributions to eligible non-profit organizations under the AMG gift-matching program that covers non-employee
directors, as well as Company employees.
(5)
Consistent with the revisions made by the Compensation Committee to the director compensation program in January 2024 to provide for
vesting of director equity awards over a one-year period, effective as of the cessation of Ms. Atkinson’s service on the Board of Directors
following the 2024 Annual Meeting, the Compensation Committee
approved the acceleration of all of Ms. Atkinson’s outstanding and
unvested restricted stock unit awards and stock options to the extent outstanding for at least one year at the time of such cessation of
service.
47
(6)
Effective
as of Mr. Jeffery’s retirement from the Board of Directors on January 30, 2025, consistent with the Compensation Committee’s
intent for unvested equity awards of a retiring director granted prior to the Compensation Committee’s revisions to the director compensation
program in January 2024 (i.e., providing for one-year vesting of equity awards), the Compensation Committee approved the acceleration of
all of Mr. Jeffery’s outstanding and unvested restricted stock unit awards and stock options granted to Mr. Jeffery prior to 2024 (other than
those that accelerated automatically pursuant to the terms of such awards), and extended the exercise period for his outstanding stock
options until the second anniversary of the date of his retirement.
Severance and Potential Termination
and Change in Control Compensation and Benefits
We do not have individual change in control agreements with any named executive officer or director, and possible changes in
control are addressed through the acceleration of vesting of equity in specific circumstances. Upon the participant’s death or
disability, or a change in control of the Company, outstanding equity awards vesting pursuant to the Company’s incentive plans
would be accelerated for our named executive officers, as well as for our employees, provided that in the event of a change in
control there was also a termination of employment without cause or for good reason (i.e., a “double trigger”). In the event of the
participant’s death or disability, or a change in control (assuming that the double trigger has been met), as of 2024 year-end,
awards held by our current named executive officers would have accelerated as set forth below. Additionally, upon a participant’s
Retirement, provided the participant meets applicable criteria, the participant’s qualifying awards would continue to vest post-
termination in accordance with the original schedule, and qualifying stock option awards would remain exercisable until the earlier
of two years following exercisability or the original expiration date, in each case, subject to any applicable performance conditions
and compliance with certain covenants. Further, in the event of the participant’s termination of employment other than for cause or
by the participant for good reason, the participant’s non-retirement eligible, qualifying cliff-vesting performance-based awards would
be accelerated on a pro rata basis, subject to one-year minimum service during the vesting period.
The market value amounts in the table have been calculated using a share price of $184.92, which was the closing price of our
common stock as of the last business day of 2024. No amount would have been payable as of 2024 year-end with respect to the
2021 Long-Term Performance Achievement Awards, the 2022 Long-Term Performance Achievement Awards (three-year cliff
vesting), the 2022 Long-Term Performance Achievement Awards (five-year cliff vesting), the 2023 Long-Term Performance
Achievement Awards, the Initial Long-Term Performance Achievement Award (three-year cliff vesting), or the Initial Long-Term
Performance Achievement Award (five-year cliff vesting) because such awards remained subject to performance-based vesting
conditions as of such date.
|
Named Executive Officer
|
Accelerated Distribution under Incentive Plans
Shares (#) / Market Value ($)
|
|
Jay C. Horgen
......................................................................................................
|
43,620 / 8,066,210
|
|
Thomas M. Wojcik
...............................................................................................
|
18,205 / 3,366,469
|
|
Rizwan M. Jamal
.................................................................................................
|
20,266 / 3,747,589
|
|
Dava E. Ritchea
...................................................................................................
|
— / —
|
|
Kavita Padiyar
......................................................................................................
|
5,901 / 1,091,213
|
We do not have employment agreements with any of our named executive officers. Each named executive officer is subject
to restrictive covenants that prohibit them from competing with the Company or working for a competing business, and from
soliciting certain of our employees, for up to two years following such officer’s separation from the Company. Furthermore, each
named executive officer is subject to restrictive covenants that prohibit them, for one year following such officer’s separation from
the Company, from soliciting persons or entities that were clients at the time of or in the two years immediately prior to their
separation, or that were prospective clients in the year immediately prior to their separation.
48
Equity Compensation Plan Information
The following table sets forth information regarding the securities authorized for issuance under our equity compensation plans
as of December 31, 2024:
|
Number of Securities to be
Issued upon Exercise of
Outstanding Options,
Warrants and Rights
|
Weighted-Average
Exercise Price of
Outstanding
Options,
Warrants and
Rights
|
Number of Securities
Remaining Available
for Future Issuance under
Compensation Plans
(Excluding Securities
Reflected in Column (a))
|
||||
|
(a)
|
(b)
|
(c)
|
||||
|
Equity compensation plans approved by stockholders
(1)
.........
|
1,526,618
|
$77.97
|
3,226,042
|
|||
|
Equity compensation plans not approved by stockholders
(2)
..
|
—
|
—
|
640
|
|||
|
Total
..................................................................................................
|
1,526,618
|
$77.97
|
3,226,682
|
(1)
Consists of the 2020 Stock Plan,
the 2013 Stock Plan, and the Amended and Restated 1997 Stock Option and Incentive Plan
.
Equity awards
granted under the 2020 Stock Plan during 2024
represent less than 1% of the shares of our common stock outstanding at the time of
stockholder approval of the 2020 Plan
(assuming achievement of performance hurdles at target levels).
Unvested o
ptions are reflected at
target payout levels
.
(2)
Consists of the Amended and Restated 2002 Stock Option and Incentive Plan. The shares available for issuance under this plan may be
issued pursuant to stock option awards, deferred stock awards, restricted stock awards, unrestricted stock awards, restricted stock unit
awards, performance share awards, or dividend equivalent rights.
49
PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION
In accordance with the requirements of Section 14A of the Exchange Act, we are again providing for a non-binding, advisory
vote for stockholders to approve the compensation of our named executive officers, as disclosed in this Proxy Statement, pursuant
to Item 402 of Regulation S-K.
While this vote is advisory and not binding on the Company, the Board of Directors and the Compensation Committee value
the views of our stockholders, and will continue to consider, among other factors, the outcome of the vote when making future
compensation decisions for our named executive officers.
In considering your vote on the compensation of our named executive officers, please review the “Compensation Discussion
and Analysis” section of this Proxy Statement. The Compensation Discussion and Analysis describes the Company’s executive
compensation program and the decisions that the Compensation Committee made with respect to the compensation of our named
executive officers.
Our executive compensation program is designed to enable the Company to attract, motivate, and retain key persons while, at
the same time, creating a close relationship between performance and compensation. The Company regularly reviews its
compensation program and the overall compensation package paid to each of its named executive officers, including through the
engagement of an independent compensation consultant, to assess risk and to ensure that the program is structured appropriately
in order to achieve the Company’s strategic goals.
Approval of the advisory vote on executive compensation requires the affirmative vote of a majority of the shares of common
stock cast at the Annual Meeting. Abstentions and broker non-votes will have no effect on this proposal.
Recommendation of the Board of Directors
The Board of Directors unanimously recommends that the Company’s stockholders vote
FOR
the approval, on an advisory
basis, of the compensation paid to our named executive officers, as disclosed in this Proxy Statement, pursuant to Item 402 of
Regulation S-K.
50
PROPOSAL 3: RATIFICATION OF THE
SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee of the Board of Directors has selected PwC as the Company’s independent registered public accounting
firm for the current fiscal year, subject to ratification by the Company’s stockholders at the Annual Meeting. PwC has acted as the
Company’s independent registered public accounting firm since the Company’s inception. The Company has been advised by PwC
that it is a registered public accounting firm with the Public Company Accounting Oversight Board (the “PCAOB”) and complies with
the auditing, quality control, and independence standards and rules of the PCAOB and the SEC. A representative of PwC is
expected to be present at the Annual Meeting to respond to appropriate questions and to make a statement if they so desire.
Although stockholder ratification of the selection of PwC is not required, the Board of Directors is nevertheless submitting the
selection of PwC to the stockholders for ratification. Should the selection not be ratified by the stockholders, the Audit Committee
will reconsider the matter. Even in the event the selection of PwC is ratified, the Audit Committee, in its discretion, may direct the
appointment of a different independent registered public accounting firm at any time during the year if it determines that such a
change is in the best interests of the Company and its stockholders.
Ratification of the selection of PwC as our independent registered public accounting firm for the current fiscal year requires the
affirmative vote of a majority of the shares of common stock cast at the Annual Meeting. Abstentions will have no effect on this
proposal.
Recommendation of the Board of Directors
The Board of Directors believes that the selection of PwC as the Company’s independent registered public accounting firm is
in the best interests of the Company and its stockholders and, therefore, unanimously recommends that the Company’s
stockholders vote
FOR
this proposal.
51
AUDIT COMMITTEE REPORT
The
Audit Committee
currently consists of Annette Franqui, David C. Ryan, and Loren M. Starr, each an independent director
of the Company, with Mr. Starr serving as the Chair of the Audit Committee.
The Audit Committee’s purpose is to assist the Board of Directors in oversight of the Company’s internal controls and financial
statements and the audit process. The Board of Directors has determined in its business judgment that all members of the Audit
Committee are “independent,” as is required by the listing standards of the NYSE and under SEC rules.
Management is responsible for the preparation, presentation, and integrity of the Company’s financial statements, accounting
and financial reporting principles, and internal controls and procedures designed to assure compliance with accounting standards
and applicable laws and regulations. The independent registered public accounting firm, PwC, is responsible for performing an
independent audit of the consolidated financial statements in accordance with the standards of the Public Company Accounting
Oversight Board (the “PCAOB”).
In performing its oversight role, the Audit Committee has reviewed and discussed the audited financial statements with
management and PwC. The Audit Committee has also discussed with PwC the matters required to be discussed by the applicable
standards of the PCAOB, including Auditing Standard No. 1301, “Communications with Audit Committee,” and other applicable
laws and regulations. The Audit Committee has received the written disclosures and the letter from PwC required by applicable
requirements of the PCAOB regarding PwC’s communications with the Audit Committee concerning independence, and has
discussed with PwC its independence.
Based on the reports and discussions described in this report, and subject to the limitations on the role and responsibilities of
the Audit Committee referred to below and in its charter, the Audit Committee recommended to the Board of Directors that the
audited financial statements be included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
The Audit Committee’s role is one of oversight, and members of the Audit Committee rely without independent verification on
the information provided to them and on the representations made by management and PwC. Accordingly, the Audit Committee’s
oversight does not provide an independent basis to determine that management has maintained appropriate accounting and
financial reporting principles or appropriate internal controls and procedures designed to assure compliance with accounting
standards and applicable laws and regulations. Furthermore, the Audit Committee’s considerations and discussions referred to
above do not assure that the audit of the Company’s financial statements has been carried out in accordance with the standards of
the PCAOB, that the financial statements are presented in accordance with generally accepted accounting principles or that PwC is
in fact “independent.”
The Audit Committee operates pursuant to a charter that was most recently adopted by the Board of Directors in October 2024
and is available on the Company’s website at
www.amg.com.
ANNETTE FRANQUI
DAVID C. RYAN
LOREN M. STARR,
CHAIR
52
Principal Accountant Fees and
Services
The following table sets forth information regarding the fees for professional services rendered by PwC in each of the last two
fiscal years:
|
Type of Fee
|
Year Ended
December 31, 2023
|
Year Ended
December 31, 2024
|
|
|
Audit Fees
(1)
...........................................................................................................................................................
|
$7,902,405
|
$8,562,197
|
|
|
Audit-Related Fees
(2)
............................................................................................................................................
|
749,206
|
505,056
|
|
|
Tax Fees
(3)
.............................................................................................................................................................
|
4,261,314
|
4,936,475
|
(1)
Represents fees for the audit of the Company’s consolidated financial statements and reviews of the consolidated financial statements filed
with the SEC in Forms 10-K and 10-Q, as well as in connection with audits of the financial statements of certain of the Company’s
subsidiaries and consolidated Affiliates.
(2)
Represents fees for attest services not required by statute or regulation, benefit plan audits, and accounting consultations.
(3)
Represents fees for tax compliance and consulting services for the Company and certain of its subsidiaries and consolidated Affiliates.
In making its determination regarding the independence of PwC, the Audit Committee considered whether the provision of the
services covered in the sections entitled “Audit-Related Fees” and “Tax Fees” was compatible with maintaining such independence.
The appointment of the independent registered public accounting firm to audit the Company’s financial statements is approved
each year by the Audit Committee. At the beginning of the year, the Audit Committee also evaluates other potential engagements
by the Company of the accounting firm and approves or rejects each service considering (among other factors) the possible impact
of each non-audit service on the accounting firm’s independence from management. In accordance with its charter, the Audit
Committee pre-approves all auditing services and the terms thereof and any non-audit services provided by the independent
registered public accounting firm unless there is an exception to such pre-approval exists under the Exchange Act or the rules of
the SEC. The Audit Committee carefully considers the fees that are proposed to be paid in connection with the approval of audit
and non-audit services, and then closely monitors the fees incurred in connection with the provision of such services throughout the
year. At each meeting, the Audit Committee receives updates from management on the services that have been provided and fees
incurred; from time to time, the Audit Committee may also consider and approve the provision of additional services. In the event
that a need arises for the approval of additional services between meetings, the services would be considered and provisionally
approved by a designated member of the Audit Committee who would present the scope and fees of the services provisionally pre-
approved at the following meeting of the Audit Committee.
53
SECURITY OWNERSHIP OF MANAGEMENT
AND CERTAIN BENEFICIAL OWNERS
The following table sets forth information as of March 31, 2025 (unless otherwise noted), regarding the beneficial ownership of
common stock by (i) persons or “groups” (as that term is used in Section 13(d)(3) of the Exchange Act) known by us to be the
beneficial owner of more than 5% of the common stock of the Company, (ii) named executive officers, (iii) director nominees, and
(iv) directors and current executive officers as a group. Except as otherwise indicated, we believe, based on information furnished
by such persons, that each person listed below has sole voting and investment power over the shares of common stock shown as
beneficially owned, subject to community property laws, where applicable.
In accordance with SEC rules, the number of shares of common stock beneficially owned excludes shares underlying
restricted stock unit awards that are currently unvested or unsettled and that will remain so within 60 days of March 31, 2025 (the
“measurement period”). Additional information regarding the restricted stock units held by each named executive officer is included
in the footnotes to the Executive Compensation Tables included elsewhere in this Proxy Statement.
|
Name of Beneficial Owner
(1)
|
Number of Shares
Beneficially Owned
(2)
|
Percent of
Common Stock
(2)
|
|
|
The Vanguard Group, Inc.
(3)
................................................................................................................
|
3,667,579
|
12.7
%
|
|
|
BlackRock, Inc.
(4)
...................................................................................................................................
|
3,241,588
|
11.3
%
|
|
|
Morgan Stanley
(5)
..................................................................................................................................
|
2,380,121
|
8.3
%
|
|
|
Clarkston Capital Partners, LLC
(6)
......................................................................................................
|
1,572,189
|
5.5
%
|
|
|
Jay C. Horgen
(7)
.....................................................................................................................................
|
761,178
|
2.6
%
|
|
|
Thomas M. Wojcik
(8)
..............................................................................................................................
|
290,060
|
1.0
%
|
|
|
Rizwan M. Jamal
(9)
................................................................................................................................
|
204,123
|
*
|
|
|
Dava E. Ritchea
.....................................................................................................................................
|
—
|
—
|
|
|
Kavita Padiyar
(10)
...................................................................................................................................
|
92,192
|
*
|
|
|
Karen L. Alvingham
(11)
.........................................................................................................................
|
12,472
|
*
|
|
|
Dwight D. Churchill
(12)
...........................................................................................................................
|
30,425
|
*
|
|
|
Annette Franqui
.....................................................................................................................................
|
—
|
—
|
|
|
Félix V. Matos Rodríguez
(13)
................................................................................................................
|
4,455
|
*
|
|
|
Tracy P. Palandjian
(14)
...........................................................................................................................
|
25,912
|
*
|
|
|
David C. Ryan
(15)
...................................................................................................................................
|
2,954
|
*
|
|
|
Loren M. Starr
........................................................................................................................................
|
741
|
*
|
|
|
Directors and executive officers as a group (11 persons)
(16)
..........................................................
|
1,220,389
|
4.2
%
|
*
Less than 1%
(1)
The mailing address for each executive officer and director is c/o Affiliated Managers Group, Inc., 777 South Flagler Drive, West Palm
Beach, Florida 33401. In certain cases, voting and investment power of certain shares may be shared with one or more family members who
reside in the individual’s household.
(2)
In computing the number of shares of common stock beneficially owned by a person, (i) shares of common stock subject to options held by
that person that are currently exercisable or that may become exercisable within the measurement period are deemed outstanding and (ii)
shares of common stock underlying restricted stock units held by that person that are currently unvested or unsettled and that will remain so
through the measurement period are not deemed outstanding. For purposes of computing the percentage owned, shares of common stock
subject to options that are currently exercisable or that become exercisable within the measurement period are deemed to be outstanding for
the holder thereof, but are not for the purpose of computing the ownership percentage of any other person. As of March 31, 2025, a total of
28,783,937
shares of common stock were outstanding.
(3)
Information is based on a
Schedule 13G/A
filed with the SEC on February 13, 2024 by The Vanguard Group, Inc. as of December 29, 2023,
reporting beneficial ownership of an aggregate of 3,667,579 shares of common stock, with shared voting power over 18,076 of such shares,
sole dispositive power over 3,611,808 of such shares, and shared dispositive power over 55,771 of such shares (with no sole voting power
reported). The address of The Vanguard Group, Inc. is listed in such Schedule 13G/A as 100 Vanguard Blvd., Malvern, Pennsylvania 19355.
(4)
Information is based on a Schedule 13G/A filed with the SEC on June 7, 2024 by BlackRock, Inc. as of May 31, 2024, reporting beneficial
ownership of an aggregate of 3,241,588 shares of common stock, with sole voting power over 3,047,152 of such shares and sole dispositive
power over all of such shares (with no shared voting or dispositive power reported). The address of BlackRock, Inc. is listed in such
Schedule 13G/A as 50 Hudson Yards, New York, NY 10001.
54
(5)
Information is based on a Schedule 13G/A filed with the SEC on November 6, 2024 by Morgan Stanley, Atlanta Capital Management
Company, LLC, and Eaton Vance Atlanta Capital SMID-Cap Fund as of September 30, 2024, reporting Morgan Stanley’s beneficial
ownership of an aggregate of 2,380,121 shares of common stock, with shared voting power over 2,195,982 of such shares, and shared
dispositive power over 2,281,741 of such shares (with no sole voting or sole dispositive power reported), Atlanta Capital Management
Company, LLC’s beneficial ownership of an aggregate of 2,105,679 shares of common stock, with shared voting power over 1,941,647 of
such shares, and shared dispositive power over 2,013,416 of such shares (with no sole voting or sole dispositive power reported), and Eaton
Vance Atlanta Capital SMID-Cap Fund’s beneficial ownership of an aggregate of 1,510,069 shares of common stock, with shared voting
power and shared dispositive power over all of such shares (with no sole voting or sole dispositive power reported). The securities being
reported on by Morgan Stanley as a parent holding company are owned, or may be deemed to be beneficially owned, by Atlanta Capital
Management Company, LLC and Eaton Vance Atlanta Capital SMID-Cap Fund, each a wholly-owned subsidiary of Morgan Stanley. The
address of Morgan Stanley is listed in such Schedule 13G/A as 1585 Broadway, New York, NY 10036.
(6)
Information is based on a Schedule 13G/A filed with the SEC on February 14, 2025 by Clarkston Capital Partners, LLC as of December 31,
2024, reporting beneficial ownership of an aggregate of 1,572,189 shares of common stock, with shared voting power over 777,950 of such
shares, shared dispositive power over 854,010 of such shares, and sole voting and dispositive power over 718,179 of such shares. The
address of Clarkston Capital Partners, LLC is listed in such Schedule 13G/A as 303 E Third St., Suite 110, Rochester, MI 48307.
(7)
Includes (i) 300,000 shares of common stock subject to options exercisable within the measurement period and (ii) 20,058 shares of
common stock indirectly owned and held under irrevocable family trusts over which Mr. Horgen has sole voting and investment power.
(8)
Includes 170,645 shares of common stock subject to options exercisable within the measurement period.
(9)
In connection with his forthcoming retirement from the Company, Mr. Jamal stepped down from his role as Head of Affiliate Investments and
as an executive officer of the Company in the first quarter of 2025. Mr. Jamal remains with the Company as Managing Director, Affiliate
Partnerships. Includes 184,564 shares of common stock indirectly owned and held under family trusts over which Mr. Jamal and his spouse
are co-trustees.
(10)
Includes 74,085 shares of common stock subject to options exercisable within the measurement period.
(11)
Includes 1,615 shares of common stock subject to options exercisable within the measurement period.
(12)
Includes 2,968 shares of common stock subject to options exercisable within the measurement period.
(13)
Includes 1,055 shares of common stock subject to options exercisable within the measurement period.
(14)
Includes 10,753 shares of common stock subject to options exercisable within the measurement period.
(15)
Includes 419 shares of common stock subject to options exercisable within the measurement period.
(16)
Includes 561,540 shares of common stock subject to options exercisable within the measurement period.
55
OTHER MATTERS
Related Person Transactions
AMG’s executive officers and directors may invest from time to time in funds advised by our Affiliates, or receive other
investment services provided by our Affiliates, in each case, on substantially the same terms as other participating investors.
Further, during the reporting period (which is inclusive of amounts for the reporting period previously reported in the 2024 Proxy
Statement), Mr. Horgen invested an aggregate amount (including unfunded commitments) of $750,000 in a fund managed by a
certain Affiliate, through the assignment from the Company to Mr. Horgen of a portion of the Company’s unfunded required capital
commitment obligation, following the approval of the Audit Committee of the Company’s Board of Directors. The investment was on
the same general terms available to senior fund professionals and was not subject to a management fee.
Also, from time to time, we may enter into ordinary course engagements for capital markets, banking, brokerage, and other
services with beneficial owners of 5% or more of the Company’s voting securities.
Expenses of Solicitation
The cost of solicitation of proxies will be borne by us. In an effort to have as large a representation of stockholders at the
Annual Meeting as possible, special solicitation of proxies may, in certain instances, be made personally or by mail, telephone, or
other electronic means by one or more of our employees or by a proxy solicitor. We also may reimburse brokers, banks, nominees,
and other fiduciaries for postage and reasonable clerical expenses of forwarding the proxy materials to their principals who are
beneficial owners of common stock.
The
Company has retained Innisfree M&A Incorporated, 501 Madison Avenue, New York, NY 10022, for services in connection
with the solicitation of proxies for a fee of $25,000.
Stockholder Proposals
Any stockholder proposals submitted pursuant to Exchange Act Rule 14a-8 and intended to be presented at the Company’s
2026 Annual Meeting of Stockholders must be received by us at our principal executive offices on or before December
12
, 2025 to
be eligible for inclusion in the Proxy Statement and form of proxy card to be distributed by the Board of Directors in connection with
such meeting.
Any stockholder proposal, other than a stockholder proposal submitted pursuant to Exchange Act Rule 14a-8, or notice of
stockholder nominees for election to the Board of Directors intended to be presented at the Company’s 2026 Annual Meeting of
Stockholders, must be received in writing at our principal executive offices no earlier than
January 22, 2026 nor later than March 8,
2026
. Such stockholder proposals and notice of nominations must satisfy the requirements of the Charter and By-laws and must
comply with Delaware General Corporation Law, and include the information, representations, and materials required under the By-
laws. In addition to satisfying the foregoing requirements, to
comply
with the universal proxy rules, stockholders who intend to
solicit proxies in support of director nominees other than the Company’s nominees must provide timely notice that sets forth the
information required by the By-laws and Exchange Act Rule 14a-19. For more complete
information
on our advance notice
procedures and requirements for stockholder proposals and notice of nominations, please refer to the By-laws.
Householding of Proxy Statement
Some banks, brokers, and other nominee record holders may be participating in the practice of “householding” proxy
statements and annual reports. This means that only one copy of the Notice of Internet Availability or this Proxy Statement and the
2024 Annual Report on Form 10-K may have been sent to multiple stockholders in your household. We will promptly deliver a
separate copy of our Proxy Statement and 2024 Annual Report on Form 10-K to you if you write or call us at the following address
or telephone number: Affiliated Managers Group, Inc., 777 South Flagler Drive, West Palm Beach, Florida 33401, Attention:
Investor Relations, (617) 747-3300. If you would like to receive separate copies of these materials in the future, or if you are
receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker, or other
nominee record holder, or you may contact us at the above address and telephone number.
56
Other Matters
The Board of Directors does not know of any matters other than those described in this Proxy Statement that will be presented
for action at the Annual Meeting. If other matters are presented, proxies will be voted in accordance with the discretion of the proxy
holders.
For those stockholders who receive the Notice of Internet Availability of Proxy Materials, this Proxy Statement and the 2024
Annual Report on Form 10-K are available at
www.proxyvote.com
. In addition, a copy of the 2024 Annual Report on Form 10-K
will be provided without charge upon the written request of any stockholder to Affiliated Managers Group, Inc., 777 South Flagler
Drive, West Palm Beach, Florida 33401, Attention: Investor Relations, and may be found on the Company’s website at
www.amg.com
. This Proxy Statement references materials and information that are available on our website, including our 2024
Annual Report on Form 10-K and the “Responsibility” section of our website, which are not incorporated by reference into this
Proxy Statement and are not part of the Company’s solicitation materials.
REGARDLESS OF THE NUMBER OF SHARES YOU OWN, YOUR VOTE IS IMPORTANT TO THE COMPANY. PLEASE
SUBMIT A PROXY ONLINE, BY TELEPHONE, OR BY RETURNING A COMPLETED, SIGNED AND DATED PROXY CARD OR
VOTING INSTRUCTION FORM.
Forward-Looking Statements
Certain matters discussed in this Proxy Statement, in our other filings with the SEC, in our press releases, and in oral
statements made with the approval of an executive officer may constitute “forward-looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements related to our
expectations regarding the performance of our business, our financial results, our liquidity and capital resources, and other non-
historical statements, and may be prefaced with words such as “outlook,” “guidance,” “believes,” “expects,” “potential,”
“preliminary,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “projects,” “positioned,” “prospects,” “intends,”
“plans,” “estimates,” “pending investments,” “anticipates,” or the negative version of these words or other comparable words. Such
statements are subject to certain risks and uncertainties, including, among others, the factors discussed under the caption “Item
1A. Risk Factors” in our 2024 Annual Report on Form 10-K, and from time to time, as applicable, our Quarterly Reports on Form
10-Q. These factors (among others) could affect our financial condition, business activities, results of operations, cash flows, or
overall financial performance and cause actual results and business activities to differ materially from historical periods and those
presently anticipated and projected. Forward-looking statements speak only as of the date they are made, and we will not
undertake and we specifically disclaim any obligation to release publicly the result of any revisions that may be made to any
forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of
events, whether or not anticipated. In that respect, we caution readers not to place undue reliance on any such forward-looking
statements.
SCAN TO VIEW MATERIALS & VOTE AFFILIATED MANAGERS GROUP, INC. 777 SOUTH FLAGLER DRIVE WEST PALM BEACH, FL 33401 WE ENCOURAGE YOU TO TAKE ADVANTAGE OF INTERNET OR TELEPHONE VOTING. BOTH ARE AVAILABLE 24 HOURS A DAY, 7 DAYS A WEEK. VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. Eastern Daylight Time on May 21, 2025. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. If you vote by Internet or telephone, you do not need to mail back your proxy card. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. Eastern Daylight Time on May 21, 2025. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy
materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. AFFILIATED MANAGERS GROUP, INC. The Board of Directors recommends you vote FOR the following: 1. To elect eight directors of the Company to serve until the 2026 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. Nominees: For Against Abstain 1a. Karen L. Alvingham 1b. Dwight D. Churchill 1c. Annette Franqui 1d. Jay C. Horgen 1e. Felix V. Matos Rodriguez 1f. Tracy P. Palandjian 1g. David C. Ryan 1h. Loren M. Starr The Board of Directors recommends you vote FOR the following proposals: For Against Abstain 2. To approve, by a non-binding advisory vote, the compensation of the Company’s named executive officers. 3. To ratify the selection of PricewaterhouseCoopers LLP as the Company’s
independent registered public accounting firm for the current fiscal year. NOTE: Such other business as may properly come before the meeting or any adjournment or postponement thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Form 10-K are available at www.proxyvote.com. PROXY FOR ANNUAL MEETING OF STOCKHOLDERS AFFILIATED MANAGERS GROUP, INC. MAY 22, 2025, 9:00 AM EDT SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints Jay C. Horgen and Kavita Padiyar, and each of them, as proxies, each with full power of substitution, and authorizes them to represent and to vote all of the shares of common stock of Affiliated Managers Group, Inc. (the "Company") that the undersigned is entitled to vote at the Annual Meeting of Stockholders, and at any adjournments or postponements thereof, and hereby
grants each of them full power and authority to act on behalf of the undersigned at said meeting and any adjournments or postponements thereof. The Annual Meeting of Stockholders will be held on Thursday, May 22, 2025, at 9:00 a.m. Eastern Daylight Time, at the Company's office at 600 Hale Street, Prides Crossing, Massachusetts 01965. The undersigned hereby revokes any proxy previously given in connection with such meeting and acknowledges receipt of the Notice of Annual Meeting of Stockholders, Proxy Statement and 2024 Annual Report on Form 10-K. This proxy, when properly executed, will be voted in the manner directed herein by the undersigned stockholder. If no such direction is made on the reverse side of this form, this proxy will be voted "FOR" the election of each of the nominees for director listed in Proposal 1, "FOR" Proposal 2 - To approve, by a non-binding advisory vote, the compensation of the Company's named executive officers, and "FOR" Proposal 3 - To ratify the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the current fiscal year. Continued, and to be signed on reverse side
TABLE OF CONTENTS
PROXY STATEMENT FOR 2025 ANNUAL MEETING OF STOCKHOLDERSPROXY STATEMENT SUMMARYPROPOSAL 1: ELECTION OF DIRECTORSCOMPENSATION DISCUSSION AND ANALYSISEXECUTIVE COMPENSATION TABLESPROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATIONPROPOSAL 3: RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMAUDIT COMMITTEE REPORTSECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERSOTHER MATTERS