AFFILIATED MANAGERS GROUP, INC.
For the period ended May 27, 2026. Filed Apr 17, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 27, 2026 · Filed Apr 17, 2026
Contents
PROXY STATEMENT SUMMARY
This summary highlights certain information from our Proxy Statement for the 2026 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.”
| 2026 Annual Meeting of Stockholders | |||
|---|---|---|---|
| Meeting Information | Agenda Items | Recommendation | Additional Detail |
| May 27, 20269:00 a.m. Eastern Daylight TimeAffiliated Managers Group, Inc.600 Hale StreetPrides Crossing, Massachusetts 01965 | Proposal 1—Election of Directors | FOR each Nominee | Page 12 |
| Proposal 2—Advisory Vote to Approve Executive Compensation (Say-on-Pay) | FOR | Page 51 | |
| Proposal 3—Ratification of the Selection of Independent Registered Public Accounting Firm | FOR | Page 52 | |
Company Overview
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 deep 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 they leverage our strategic capabilities and insight, including access to growth
capital, product strategy and distribution through our capital formation capabilities, succession planning, and strategic advisory, to
expand their reach, diversify their businesses, and enhance their long-term success.
2025 Performance Summary
AMG achieved outstanding results in 2025, realizing 22% growth in annual Economic earnings per share relative to the previous
year, and generating record net inflows into alternative strategies —reflecting the positive impact of our strategic execution during
2025 and in previous years, and our capital allocation discipline across both growth investments and capital return to shareholders
through share repurchases. In 2025, in line with our strategy, AMG closed on four new partnerships with firms operating in areas of
secular demand, and after year-end, AMG closed on two additional new Affiliate partnerships as well as an incremental investment
in our highly successful Affiliate of seven years, Garda Capital Partners. We also continued to focus on investing AMG’s capital and
resources in and alongside our Affiliates, especially in collaboration with our Affiliate partners to develop innovative products well-
aligned with client demand trends — most notably, alternative strategies for the U.S. wealth marketplace. In addition, we further
enhanced and simplified AMG’s balance sheet, while also returning significant excess capital to shareholders through share
repurchases. We continue to focus on strategically evolving AMG’s business to expand the Company’s exposure to long-term
secular growth areas, and exercising ongoing discipline in allocating capital to generate long-term earnings growth and shareholder
value creation.
$14.521
$14.001
$13.521
| •Economic earnings per share (“EEPS”) of $26.05 grew +22% relative to the prior year primarily driven by strong organic growth, the impact of new investments, and share repurchase activity, with a CAGR of +14% since 2020 | •GAAP Earnings per share (diluted) of $22.74, grew +50% relative to the prior year |
|---|---|
| •Adjusted EBITDA of $1,076.8 million grew +11% relative to prior year primarily driven by strong organic growth and impact of new investments, and a CAGR of +6% since 2020 | |
- Reflects adjustments to exclude $11.83, $2.90, and $8.74 GAAP earnings per share (diluted) for FY 2022, FY 2023, and FY 2025,
respectively, as a result of Affiliate transaction gains, net of taxes. For additional information, see AMG’s 2024 and 2025 Annual Reports on
Form 10-K.
Additional information on non-GAAP financial performance measures, including reconciliations to the most directly comparable GAAP measure, can
be found in AMG’s 2024 and 2025 Annual Reports 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.”
| 2025 Performance Summary (cont.) | |
|---|---|
| Stockholder Return and Relative Earnings Growth | AMG stock return has significantly outperformed that of the Peer Group over the 5-year period ended December 31, 2025•Over the 5-year period, AMG stock increased +183%, well ahead of the Peer Group median return of +49%; this growth reflected EEPS and organic growth momentum, and the positive impact of AMG’s growth and capital allocation strategy •On a 1-year basis, AMG stock increased +56%, significantly outperforming the Peer Group median return of +7% |
| Executing on AMG Growth Strategy | With management’s ongoing focus on strategically evolving AMG’s business, AUM in alternative investments increased 35% in 2025, primarily through organic growth as well as the addition of new Affiliates. Since 2019, AMG’s executive team has reshaped our business profile, increasing the earnings contribution from high-growth alternative strategies from ~35% to ~55% of Adjusted EBITDA, resulting in accelerating earnings growth, particularly due to the strong organic growth of these strategies•In 2025, AMG achieved record net inflows in alternative strategies of $74 billion, reflecting strong demand for liquid alternative strategies and ongoing fundraising in private markets–Liquid alternative net inflows of approximately $51 billion, representing a 36% annualized organic growth rate, were primarily driven by strong demand among U.S. wealth clients for tax-aware solutions–Private markets fundraising of approximately $24 billion, representing an 18% annualized organic growth rate, was primarily driven by fundraising momentum at Pantheon and other Affiliates•In 2025, AMG entered into four partnerships with new Affiliates operating in high-growth areas of strategic focus: NorthBridge Partners, Verition Fund Management, Montefiore Investment, and Qualitas Energy–Following year-end, AMG closed investments in BBH Credit Partners and HighBrook Investors, in addition to completing an incremental investment in Garda Capital Partners•AMG has been one of the most active investors in independent investment firms over the last several 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 with these prospective Affiliates, and our reputation as a strategic partner, built through a track record of successful partnerships spanning more than three decades |
| Disciplined Capital Allocation: Affiliate Investments, Capital Return, and Enhanced Balance Sheet | Returned approximately $700 million in capital to stockholders in 2025, while maintaining strong and flexible balance sheet•Excess capital used to further reduce shares outstanding by approximately 9% in 2025 and approximately 42% since the end of 2019•Redeemed and settled conversions relating to the 5.15% junior convertible trust preferred securities due 2037 and refinanced through the issuance of $425 million in 10-year institutional bonds, simplifying AMG’s capital structure and removing the associated share count dilution; separately paid down $350 million in maturing senior debt |
5-Year AMG Stock Performance
Adjusted EBITDA ($mm)
$1,077
$795
Alternatives
contribution
increased from
~35% to ~55%
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 2025 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.”
Organic Growth
Firmwide
Alternatives
Share Count Reduction
42% reduction in shares outstanding
Reflects average shares outstanding (adjusted diluted), in millions, as of
fourth quarter of each year.
| Governance Highlights | ||
|---|---|---|
| Highly Independent and Skilled Board | •All Board committees composed entirely of independent directors•The CEO is the only non-independent director•Directors bring a wide array of qualifications, skills, and attributes to AMG’s Board; see “Director Nominee Experience and Skills Overview” on page 14 | •50% of independent director nominees are women, with three women nominated to serve on the Board•50% of independent director nominees are ethnic minorities |
| Non-Executive, Independent Board Chair | •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 | •Current Board Chair is an independent director with experience serving on all AMG committees |
| Significant Board Refreshment | •Five of the six independent director nominees are new since 2021, including new independent director appointments in each of 2023, 2024, 2025, and 2026•Average director nominee age of 61; average tenure of 4 years | •New Chairs of two Board committees in 2025, and all three committees since 2024•Experienced independent directors in leadership roles |
| Director Accountability, Development, and Engagement | •99% average director attendance rate at all Board and committee meetings in 2025•Comprehensive orientation for new directors; ongoing development programs, with additional training for directors in new leadership roles | •Annual Board and committee self-evaluations and individual director assessments•Annual election of directors at majority vote standard (no staggered board) |
| No Overboarding | •Nominating and Governance Committee assesses director time commitments in reviewing nominee candidates•Formal overboarding policy adopted in 2024 | •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 |
| Active Shareholder Engagement | •Active engagement, with regular shareholder outreach•Strong track record of integration of shareholder feedback into corporate governance practices and compensation program design over many years | •In 2025 and 2026 YTD, AMG engaged the majority of large shareholders on topics including corporate strategy, governance and responsibility, and executive compensation |
| Strong Shareholder Alignment: Policies and Initiatives | •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 115,000 shares in the open market since 2019, totaling approximately $12.5 million in notional value at time of purchase, inclusive of 4,905 shares purchased by AMG’s most recently appointed director prior to joining the Board | •CEO currently holds 570,935 shares, or 2.2%, of AMG stock, significantly exceeding the required level•Senior management (exclusive of shares held by the CEO) held 842,149 shares, or 3.2%, of AMG stock, as of December 31, 2025•Ownership by the CEO, senior management, and independent directors collectively has more than doubled over the last 3 years |
Insider Share Ownership
CEO
Senior Management (ex. CEO)
Senior Management and Directors
+110%
+146%
+73%
1.0%
1.5%
2.0%
1.0%
1.9%
3.2%
2.0%
3.4%
5.3%
Reflects beneficial ownership of AMG’s common stock as of December 31, 2023, 2024, and 2025. Data for “Senior Management”
reflects ownership by AMG’s executive officers, and other members of the senior leadership team (employed as of April 1, 2026) for
such years, exclusive of shares held by the CEO. Data for “Senior Management and Directors” reflects ownership by the CEO,
Senior Management, and current independent directors. Percentage of shares outstanding for each of 2023, 2024, and 2025 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.
| 2025 Compensation Program Overview and Enhancements | |
|---|---|
| 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, including in each year since the 2021 redesign of our incentive determination process. In 2025, 97% of the votes cast by stockholders supported our Say-on-Pay proposal, expressing strong ongoing support for our executive compensation program (following 97%, 98% and 97% stockholder support in 2024, 2023, and 2022, respectively). Shareholders continued to recognize the compensation program’s quantitative approach and clear pay-for-performance linkage, as well as the significant and regular integration of shareholder feedback over time. •Following the Compensation Committee’s 2021 redesign of AMG’s incentive determination process, and further enhancements in each subsequent performance year, 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; annually set compensation payout targets; and formulaic determination of compensation amounts and mix•For 2025, 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 did not have a material impact on the ultimate payout to the CEO and other executives relative to what the performance year 2025 payout would have been using the prior year’s incentive determination process | |
| Feedback | AMG Response |
| Continue to monitor and evolve Peer Group to reflect AMG’s size and business model | •Further refined Peer Group in performance year 2025, removing Blue Owl Capital Inc. (“Blue Owl”) and Virtus Investment Partners, Inc. (“Virtus”) to increase alignment of Peer Group market capitalizations with that of AMG. Simultaneously added T. Rowe Price Group, Inc. (“T. Rowe”) and StepStone Group Inc. (“StepStone”) to align the Peer Group with AMG’s growth and business scope•All members of the Peer Group operate investment management organizations and compete for talent in our industry•Adjustment of Peer Group resulted in no impact to the median CEO compensation of peers, used to set CEO Target Total Payout |
| Simplify and further align incentive award structures with business performance and long-term shareholder value creation | •Streamlined the structure of the Long-Term Performance Achievement Awards by returning to 3-year cliff vesting and use of Average Return on Equity metric (a compound metric, incorporating the Company’s Economic net income and average stockholders’ equity, and taking into account multiple goals: growing Economic earnings while providing effective stewardship of shareholder capital over a long-term period). Continued to utilize multi-year performance measurement periods to balance long-term incentive alignment with executive retention considerations and common industry practices •Retained increased proportion of Long-Term Performance Achievement Awards as a percentage of total formulaic equity incentive awards at 75% (and for the CEO, nearly half of total compensation), reflecting strong alignment of future realized compensation with long-term shareholder value creation |
| Adjust rigor of performance metrics used in Long-Term Performance Achievement Awards, as appropriate, based on business results | •Given strong business momentum in performance year 2025, increased the target Average Return on Equity (“Average ROE”) range for Long-Term Performance Achievement Awards to 17% - 18% from 16% - 17%, thereby increasing the difficulty of achieving the target Average ROE during the performance period |
2025 Annual Incentive Compensation Determination Process
Overview of Enhanced Performance Assessment Process
Below is a summary of the Compensation Committee’s Performance Assessment process to determine the Annual Incentive Compensation for
the CEO and other NEOs
Three of the five steps are formulaic; the Compensation Committee annually sets the Peer Group, compensation targets, and compensation caps
–For 2025, the Compensation Committee further evolved the Peer Group to reflect AMG’s growth, and the business models, size, and
scope of our competitors
–The Target Total Payout for AMG’s CEO was set at themedian of Peer Group CEO compensation, which was $14.1 million
Review and Set Metric Targets for Quantitative Scorecard AssessmentMetric targets set across nine quantified, objective, and pre-set metrics which are viewed by shareholders as key performance indicators for AMG’s business, and as being consistent with management’s ability to drive value creation
Determine Peer Group to set NEO Target Payouts along with maximum payout levelsCEO Target Total Payout was set at the Peer Median ($14.1mm); cap on Total Compensation set at $17.5mm (reviewed and considered by the Compensation Committee annually; 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
Calculate Performance Assessment scoring after year-endUpon completion of annual external audit, Performance Assessment score is finalized via weighted achievement levels of individual metrics (score of 100% implies median performance). Resultant weighted score was 134%
Calculate Annual Incentive Compensation amountApply weighted score of 134% to the Target Total Payout, which for the CEO yielded $18.2 million in Annual Incentive Compensation. Following the Compensation Committee’s application of the pre-set cap on Total Compensation to the formulaic Total Compensation payout of $19.0 million, the CEO’s Annual Incentive Compensation was reduced by $(1.5)mm, or (8)%, to $16.8mm
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
2025 Annual Incentive Compensation Determination Results
2025 Performance Assessment Scorecard Results
The Compensation Committee selected and designed each performance metric within the Performance Assessment Scorecard with the objective
to pay median compensation for median business performance and stockholder return. To the extent that the CEO and other NEOs deliver
exceptional business performance and stockholder return, 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 below), 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 established at themedian of the CEO compensation of the Peer Group: $14.1 million. Based on the output of
the formulaic Performance Assessment scorecard, the final score of 134% was applied to CEO Target Total Payout of $14.1 million, resulting in
Total Compensation of $19.0 million and Annual Incentive Compensation for the CEO of $18.2 million. Following the Committee’s application of
the pre-set $17.5 million cap on Total Compensation (which existed independently of the 200% cap on individual metrics in the Performance
Assessment Scorecard), the resulting Annual Incentive Compensation was $16.8 million. The impact of the overall cap on the CEO’s Total
Compensation reduced Annual Incentive Compensation by $(1.5) million, or (8)%, of the calculated result
Having calculated the results of the Performance Assessment scorecard, the Committee reviewed the output from the weighted average score
applied to the CEO Target Total Payout, which produced total incentive compensation awards for 2025 consistent with the design of the plan
The Overall Performance Assessment Score increased from 118% in 2024 to 134% in performance year 2025; detailed performance by metric
shown on accompanying exhibit. The drivers of the increase in the overall achievement score relative to the prior year include:
–Double-digit annual growth in Adjusted EBITDA and EEPS, driving metrics #1 and #2
–Strong absolute and relative stockholder return across 1-, 3-, and 5-year periods, benefiting metrics #4, #5, and #7
–Record net inflows into alternative strategies in addition to four new investments in alternative managers, driving metric #8
–Increase in employee engagement score, driving metric #9
–The positive impacts above were partially offset by lower achievement scores in metric #3, as a result of lower relative GAAP EPS over the
3-year period, and in metric #6, as a result of the roll-off of higher-yielding new investments during the same period
| Performance Metric · Weight · Achievement Levels | ||
|---|---|---|
| Annual Adjusted EBITDA ($mm) | 107% | |
| Annual Economic Earnings Per Share | 116% | |
| EEPS / GAAP EPS as Adjusted Growth Percentile Rank | 94% | |
| Total Stockholder Return: Absolute(1-, 3-, and 5-Year Composite) | 200% | |
| Total Stockholder Return: Relative (1-, 3-, and 5-Year Composite) | 154% | |
| 3-Year Rolling Yield on New Affiliate Investments | 97% | |
| 3-Year Rolling Adjusted Return on Capital | 200% | |
| AUM Contribution from Selected Strategic Target Areas | 114% | |
| Employee Engagement Score | 124% | |
| Overall Performance Assessment Score | 134% | |
Cap
200%
Target
100%
0%
Please refer to the “Compensation Discussion and Analysis” section of this Proxy Statement for additional information.
2025 Annual Incentive Compensation Determination Results (cont.)
Formulaic Derivation of Incentive Compensation and Mix of Incentive Awards
The Overall Performance Assessment Score of 134% was applied to the CEO Target Total Payout, resulting in Total Compensation of $19.0
million and Annual Incentive Compensation for the CEO of $18.2 million. After the Committee applied the pre-set $17.5 million cap on Total
Compensation for the CEO, the resulting Annual Incentive Compensation was $16.8 million, $(1.5) million, or (8)% lower than the formulaically
derived amount
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 $6.5 million (39% of Total Compensation) and a formulaic equity
incentive award amount of $10.2 million (61%) for the CEO
The formulaic equity incentive award amount was granted 25% in the form of Long-Term Deferred Equity Awards and 75% in the form of Long-
Term Performance Achievement Awards; for the CEO, Long-Term Performance Achievement Awards accounted for 44% of Total Compensation
Results of Application of Performance Assessment to Target Total Payout,
and Formulaic Derivation of Incentive Mix ($mm)
Payout at Score
of 100%
Payout Maximum:
$17.5
Formulaic Total Payout
of $19.0 (Score: 134%)
Step
CEO Target Payout Set at Peer Median 1: $14.1
Step
Total Compensation 1: $17.5
Step
Formulaic Cash
Incentive Award 2: $6.5
Formulaic Total Equity Incentive Award:
$10.2
Salary: $0.75
Formulaic Performance-
Based Equity: $7.7
Formulaic Time-
Based Equity: $2.6
Includes salary.
Cash Incentive Award determined via a tiered formula: First $5 million in incentive compensation is split 50% cash and 50% equity; next $5
million is split 40% cash and 60% equity; any incentive compensation thereafter is split 30% cash and 70% equity.
| Questions and Answers | |
|---|---|
| Question | AMG Response |
| How did the Compensation Committee determine that this incentive determination approach was appropriate and rigorous? What has been 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 as well as 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, and another pre-set formula governing the mix of time- and performance-based equity, ensuring a limit on short-term incentive compensation as well as a majority of equity-based compensation awarded in performance-based equity with rigorous pre-set targets and cliff-vesting over a three-year period•Relative Performance Drives Relative Compensation: The approach is designed to yield incentive compensation payouts relative to a peer benchmark (since performance year 2021, the benchmark for CEO compensation was set at the median of Peer Group CEO compensation) and relative to median peer business performance and stockholder return. The Performance Assessment incorporates metrics which are viewed by shareholders as key performance indicators for AMG’s business, and as being consistent with management’s ability to drive value creation; revisions related to the inclusion of individual metrics as well as the design of each metric have incorporated shareholder feedback as to the effectiveness of metrics as absolute and relative performance indicators and management’s ability to generate business results, as well as feedback requesting enhanced simplicity of the Performance Assessment design•Strong Shareholder Support: The redesigned incentive program was supported by 97%, 97%, 98%, and 97% of shares voted by shareholders at the 2025, 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 2025, the Committee implemented further refinements to the Performance Assessment framework to 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 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 35–36 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 |
| How did the cap on Total Compensation impact compensation? | •As part of AMG’s annual incentive determination, caps on Total Compensation for the CEO and each NEO are set each year. In 2025, the CEO’s Total Compensation was capped at $17.5 million. Notwithstanding a formulaic Performance Assessment scorecard result of $19.0 million derived from applying the Performance Assessment score of 134% to the CEO Target Total Payout, which had been set at the Peer Median total payout of $14.1 million, the Compensation Committee applied the pre-set compensation cap, reducing the CEO’s Annual Incentive Compensation by $(1.5) million, or (8)% |
| Questions and Answers (cont.) | |
|---|---|
| Question | AMG Response |
| Why is this Peer Group appropriate for AMG? What was the rationale for the changes to the Peer Group 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 2025, the Committee refined the Peer Group, removing Blue Owl and Virtus and adding StepStone and T. Rowe, to better reflect AMG’s growth, and the business models, size, and scope of competitors•The changes to the Peer Group did not have any impact on the median of Peer Group CEO compensation |
| Why is Average ROE the performance metric 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 over a long-term period: (i) growing Economic earnings and (ii) effective stewardship of shareholder capital. 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 |
| Why did Long-Term Performance Achievement Awards revert to a 3-year vesting duration and utilization of a single performance metric? | •The Compensation Committee utilizes Long-Term Performance Achievement Awards with the objectives of aligning long-term business performance with realized executive compensation and to promote the retention of key personnel. With those objectives in mind, the Committee determined the reversion back to 3-year cliff vesting and a single ROE-based performance metric best achieves long-term alignment while balancing executive retention considerations•In line with the Compensation Committee’s view that Long-Term Performance Achievement Awards better align long-term business performance with realized executive compensation, the Compensation Committee decided to maintain the proportion of Long-Term Performance Achievement Awards as a percentage of total formulaic equity incentive awards at 75%, having increased from 60% in performance year 2023 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.