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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to §240.14a-12

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No fee required

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Fee paid previously with preliminary materials

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

1.

To elect eight directors of the Company to serve until the 2024 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 approve, by a non-binding advisory vote, the frequency of future advisory votes regarding the compensation of the Company’s named executive officers.

4.

To ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the current fiscal year.

5.

To consider and act upon any other matters that may properly be brought before the Annual Meeting and at any adjournments or postponements thereof.

By Order of the Board of Directors.

Kavita Padiyar

Managing Director, Chief Corporate Counsel, and Corporate Secretary

West Palm Beach, Florida

April 14, 2023

2023 Annual Meeting of Stockholders

Meeting Information

Agenda Items

Recommendation

Additional Detail

May 25, 2023
9:00 a.m. Eastern Daylight Time

Affiliated Managers Group, Inc.

600 Hale Street

Prides Crossing, Massachusetts 01965

Proposal 1—Election of Directors

FOR each Nominee

 Page 14

Proposal 2—Advisory Vote to Approve Executive Compensation (Say-on-Pay)

FOR

 Page 55

Proposal 3—Advisory Vote on the Frequency of Future Say-on-Pay Votes

ONE-YEAR

 Page 56

Proposal 4—Ratification of Selection of Independent Registered Public Accounting Firm

FOR

 Page 57

Company Overview

AMG is a leading partner to independent investment management firms globally. Our strategy is to generate long-term value by investing in a diverse array of high-quality independent partner-owned firms, referred to as “Affiliates,” through a proven partnership approach, and allocating resources across our unique opportunity set to the areas of highest growth and return. AMG’s innovative partnership approach enables each Affiliate’s management team to own significant equity in their firm while maintaining operational and investment autonomy. In addition, AMG offers its Affiliates growth capital, product development, distribution, and other strategic value-added capabilities, which enhance the long-term prospects of these independent businesses and enable them to align equity incentives across generations of principals to build enduring franchises.

2022 Performance Summary

AMG achieved outstanding results in 2022, delivering 10% growth in Economic earnings per share over the previous year against the backdrop of a challenging operating environment, and 12% compound annual growth over the preceding 3 years, as highlighted in the tables below. Annual earnings per share growth was driven by the disciplined execution of AMG’s growth and capital allocation strategies, excellent Affiliate investment performance, and increasing momentum across the business. We remain focused on further evolving our business toward areas that we believe will benefit from long-term secular trends, and will continue to exercise discipline in allocating capital to generate long-term earnings growth and create shareholder value.

•   Record Economic earnings per share (“EEPS”) of $20.14 grew +10% relative to the prior year, with a CAGR of +12% over the 3-year period

•   Adjusted EBITDA of $1,060.3 million—consistent with prior year and a CAGR of +8% over the 3-year period

•   Record GAAP Earnings per share (diluted) of $25.35  reflected the successful culmination of our partnership with Baring Private Equity Asia (“BPEA”), which generated a $576 million gain, or $11.83 GAAP earnings per share (diluted). Excluding the BPEA transaction impact, earnings per share (diluted) grew +4% to $13.52 in 2022

(1)    Reflects adjustment to exclude $11.83 GAAP earnings per share (diluted) for FY 2022 as a result of gains associated with the BPEA transaction, 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 Annual Report on Form 10-K under “Supplemental Financial Performance Measures.”

2022 Performance Summary (cont.)

Stockholder Return and Relative Earnings Growth

Stockholder return significantly outperformed Peer Group over 1- and 3-year periods; strong earnings growth in 2022 also significantly outpaced Peer Group and demonstrated differentiated nature of business model

•   Stockholder return of (4%) in 2022 significantly outperformed Peer Group median and reflected year-over-year EEPS growth of +10% (significantly above Peer Group median of negative 25%), strong Affiliate investment performance, and the positive impact of AMG’s growth and capital allocation strategy despite a challenging industry backdrop

•   1- and 3- year stockholder return of (4%) and +87%, respectively, represent approximately +23% and +85% of outperformance, respectively, relative to Peer Group median.  Stockholder return over the respective periods significantly exceeded the pre-set relative targets

Growth Investments: New Affiliates

In 2022, AMG’s executive team continued to operate in alignment with the Company’s foundational values of entrepreneurial spirit, ownership mindset, and disciplined execution – and further advanced the Company’s strategy and evolved the business through growth investments.  AMG was one of the most active investors in independent asset managers over the preceding 3 years, with significant new Affiliate investments in areas of secular growth and client demand

•   Executed on additional investment in top-performing liquid alternative Affiliate Systematica, and new partnership with private markets manager Peppertree in 2022, following completion of five new Affiliate investments operating in secular growth areas in 2020 – 2021

•   Strong activity levels through periods of market dislocation reflect appetite 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

Growth Investments: AMG Centralized Capabilities

Continued to actively collaborate and engage with Affiliates to magnify their efforts and enhance their growth opportunities through product development, seed capital, and distribution support

•   Continued to enhance and further align capital formation platforms and activities more directly with Affiliates; ongoing realignment of AMG’s sales professionals and resources to focus on the greatest growth opportunities for Affiliates and enhancing client outcomes

•   Active engagement with numerous Affiliates on succession planning and long-term business strategy, including supporting the successful combination of First Quadrant with Systematica in 2022

•   Actively collaborating with Affiliates on product development, including investing seed and acceleration capital to support new products in areas of increasing client demand

2022 Performance Summary (cont.)

Shareholder Value Creation: BPEA Transaction

Successful culmination of AMG’s partnership with BPEA (BPEA combined with EQT AB in Q4 2022)

•   AMG received more than $800 million in gross proceeds, the majority of which has been deployed into growth investments, additional share repurchases, debt repayment, and general corporate purposes

•   Resulted in after-tax gain of $576 million

•   Showcased the potential of AMG’s partnership with Affiliates in supporting the achievement of an Affiliate’s long-term strategic objectives, and resulted in significant realized value for AMG shareholders and an excellent strategic outcome for all stakeholders. AMG’s partnership with BPEA maintained a strong alignment of interests, supported BPEA’s ability to achieve a long-term strategic objective, and created value for all stakeholders

Capital Allocation: Affiliate Investments and Capital Return

Executed on two Affiliate investments and returned $475 million in capital to stockholders, while maintaining strong and flexible balance sheet

•   Invested in one new Affiliate and made additional investment in 2022, both operating in areas of secular growth

•   Further reduced shares outstanding by approximately 6% in 2022 and by more than 25% since 2019

•   In addition to $475 million in open market repurchases, AMG entered into a $225 million accelerated share repurchase program in the fourth quarter of 2022

Human Capital and Sustainability

Advancement across a broad scope of human capital management and sustainability initiatives

•   All employees were granted AMG stock during performance years 2021 – 2022, further affirming AMG’s core value of ownership mindset, and aligning 100% of AMG’s human capital base with shareholder value creation through stock ownership

•   Strong employee satisfaction (approximately 90%) measured through AMG’s annual formal engagement survey, which the Company attributes to its focus and commitment to employees, its entrepreneurial culture and partnership orientation, and the organization’s meaningful involvement with communities surrounding our offices

•   Focused on AMG’s position as a corporate citizen; corporate philanthropy initiatives included contributions to a variety of non-profit organizations, directly and through employee gift-matching and volunteer-hour matching; 87% of employees and 100% of Executive Committee members participated in corporate philanthropy initiatives in 2022

•   Completed annual inventory and secured third-party attestation of AMG’s GhG emissions; achieved medium-term emissions reduction targets established in 2018

•   Efforts recognized in strong scores with multiple corporate sustainability ratings providers; named to Barron’s “100 Most Sustainable U.S. Companies” in each of 2022 (#79) and 2023 (#48)

•   Three Affiliates dedicated to sustainable investing, with ethos rooted in each firm since inception

Governance Highlights

Highly Independent and Diverse Board

•   All Board committees are 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 Experience and Skills Overview” on page 16

•   43% of independent directors are women, with three women serving on the Board; two of three Board committees are chaired by women

•   29% of independent directors are ethnic minorities

Non-Executive 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

•   Board Chair does not chair any committee

Significant Board Refreshment

•   Four of the seven independent directors are new since 2020

•   New Chairs of all three Board committees, and new members placed on each committee, since 2020

•   Fully reconstituted Compensation Committee in 2020

•   Half of new directors are women or ethnically diverse

•   Average director age of 59; average tenure of 5 years

•   Long-tenured independent directors in leadership roles

Director Accountability, Development, and Engagement

•   98% average director attendance rate at all Board and committee meetings in 2022

•   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

•   Only one director serves on additional public company boards (none serves on more than two other boards)

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 2022 and 2023YTD, AMG held approximately 100 meetings with stockholders representing approximately 55% of our voting shares, on topics including corporate strategy, corporate governance, executive compensation, and sustainability

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 33

•   Our directors and executives have collectively purchased more than 110,000 shares in the open market since 2019, totaling approximately $11 million notional value at time of purchase

•   Ownership by executives and independent directors more than doubled over last 3 years  

•   CEO holds shares of AMG stock that significantly exceed the required level, having purchased 52,000 shares in the open market since appointment as CEO, across seven distinct purchases, totaling $4.2 million notional value at time of purchase

•   A majority of our current independent directors, including our Board Chair, have purchased shares in the open market; independent directors collectively purchased more than 54,000 shares since 2019

Prioritization of Sustainability Factors

•   Board has oversight responsibility for corporate sustainability practices (see “Sustainability Highlights,” pages 25-27) and principal responsibility for enterprise risk management, an area where AMG enhanced resources since 2020; a majority of directors have risk management experience

•   A cross‑functional Sustainability Committee is responsible for policies, controls, and practices around environmental, health and safety, and social risks and initiatives; reports to the Board at least annually and includes members of AMG’s senior management team

2022 Compensation Program Enhancements and Program Overview

AMG meets with our 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 2022, 97% of the votes cast by stockholders supported our Say-on-Pay proposal, expressing strong support for our re-designed executive compensation program and its demonstrated pay-for-performance linkage, as well as the significant integration of shareholder feedback.

•      Following the extensive program re-design for performance year 2021, the approach was widely well-received, producing strong shareholder support for the 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

•      The Committee implemented modest modifications based on shareholder feedback to further enhance the program for performance year 2022.  The effect of the modifications, in aggregate, modestly reduced the ultimate payout to each executive relative to what the performance year 2022 payout would have been using the prior year’s incentive determination process

Stockholder Comments

AMG Response

Streamline number of targets used in the determination of incentive awards; increase weighting of each individual metric

•  Reduced total number of metric targets to 10 from 13, with a focus on simplifying scorecard assessment and further aligning incentive pay with objective quantitative metrics with the highest impact, related to AMG management’s ability to create shareholder value across capital allocation decisions

•  Objective metrics now account for 100% of the ultimate Performance Assessment score  

•  Financial metrics each account for 10.7% of the overall Performance Assessment, relative to 7.8% in performance year 2021

Increase weighting of financial metrics in the determination of incentive awards to further link pay with financial and stock performance

•   Increased total weighting of financial and shareholder value creation metrics to 75% (from 70%), with a corresponding reduction in total weighting of metrics related to strategic and organizational initiatives to 25% (from 30%)

Continue to set rigorous financial targets

•   Increased difficulty of absolute Annual Management Fee EBITDA and Annual EEPS targets relative to target-setting approach outlined in previous year’s Proxy Statement

Continue to monitor Peer Group to reflect AMG’s business model and evolving industry

•   Further streamlined Peer Group (removed Ameriprise Financial, Inc. (“Ameriprise”)) to continue to align peer market capitalizations and business scope with that of AMG

•   As of year-end 2022, Peer Group median market capitalization was $4.1 billion as compared to AMG market capitalization of $6.2 billion. All of the members of the Peer Group operate investment management organizations and compete for talent in our industry

2022 Annual Incentive Compensation Determination Process

Overview of Enhanced Performance Assessment Process

•   Below is a summary of the Compensation Committee’s Performance Assessment process to establish the Annual Incentive Compensation for our CEO and other NEOs

•   Three of these five steps are formulaic; the Compensation Committee sets the Peer Group and target metrics and caps

–      For 2022, to reflect AMG’s ongoing evolution, the Compensation Committee further updated our Peer Group, which had the effect of reducing the median market capitalization of the Peer Group, as of December 31, 2022, by 33% to $4.1 billion, relative to AMG’s market capitalization of $6.2 billion

–      The Target Payout was set at $12.3 million for our CEO in 2022, based on the median of Peer Group compensation

2022 Annual Incentive Compensation Determination Results

2022 Performance Assessment Scorecard Results

•  The Compensation Committee designed the scoring of each metric based on the objective to pay median compensation for median performance. To the extent that the CEO and other NEOs deliver exceptional 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); accordingly, for below-median or below-target performance, as applicable, an individual metric will yield a score of less than 100%. In 5 of 10 metrics (#3 – #7), poor performance may yield a score of 0%, indicating a natural threshold value for half of the scorecard metrics

•  With the Company’s excellent 2022 results, including its relative shareholder return, achievement levels were strong relative to pre-set targets, generating an Overall Performance Assessment Score of 128%, indicating above-Peer-Median compensation to be awarded

•  Having calculated the results of the Performance Assessment scorecard, the Committee reviewed the output from the weighted average score applied to the target CEO compensation, which produced total incentive compensation awards for 2022 consistent with the design of the plan. As a result, the Compensation Committee deemed it unnecessary to apply a discretionary overlay to the output

(1)    Reported GAAP EPS (diluted) of $25.35 for FY 2022. AMG's 2022 GAAP EPS scorecard metric was adjusted to exclude $11.83 GAAP EPS (diluted) as a result of gains associated with the BPEA transaction, net of taxes.

Please refer to the “Compensation Discussion and Analysis” section of this Proxy Statement for additional information.

2022 Annual Incentive Compensation Determination Results (cont.)

Formulaic Derivation of Incentive Compensation and Mix of Incentive Awards

•  The Overall Performance Assessment Score of 128% was applied to the Target Payout, producing Total Formulaic Incentive Compensation of $15.0 million for the CEO

•  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%)

•  The formulaic equity incentive award amount was granted 35% in the form of Long-Term Deferred Equity Awards and 65% in the form of Long-Term Performance Achievement Awards. For performance year 2022, Long-Term Performance Achievement Awards were granted using two distinct forward-looking performance periods, with 50% of awards featuring a three-year measurement period and 50% of awards featuring a five-year measurement period

(1)    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 Committee determine that this 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 re-design the incentive determination process for performance year 2021, resulting in an objective, formulaic, streamlined approach which incorporates compensation targets, performance metric targets across financial, TSR, and operating measures in a single quantitative Performance Assessment. The Committee broadened the Peer Group, implemented a pre-set formula governing the mix of cash and equity incentive awards, and continued to employ the Average Return on Equity (“Average ROE”) metric as a performance hurdle governing payout of performance-based equity awards

•    Relative Performance Drives Relative Compensation: The approach is designed to yield incentive compensation payouts relative to a peer benchmark (in 2021 and 2022, 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% of shares voted by shareholders in 2022, indicating strong affirmation of the appropriate and rigorous nature of the Committee’s approach. In 2022, the Committee implemented additional shareholder feedback to further (i) streamline the Performance Assessment, (ii) increase rigor in setting earnings-related targets, (iii) increase the objectivity of the Performance Assessment by increasing the weighting of financial- and TSR-related metric targets, and (iv) refine the Peer Group

What is the philosophy behind the compensation targets?  How were the CEO and other NEO targets set?

•    Target payout amounts are set annually based on peer benchmarking, where available, and reflect input from our independent compensation consultant

•    For performance years 2021 and 2022, the CEO compensation target was set at the median of prior fiscal year peer CEO compensation. 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 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, and management’s ability to create value

•    Please refer to pages 39–40 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

Why is this Peer Group appropriate for AMG?  What was the rationale for the peer group changes?

•    The Compensation Committee regularly reviews our Peer Group to ensure its ongoing relevance. 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 client assets, stockholders, and talent. 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 performance year 2021, the Committee expanded and evolved AMG’s Peer Group to include peers with market capitalizations and business scope (including alternative-focused investment firms) aligned with the ongoing evolution of AMG’s business, and to replace peers impacted by industry consolidation. The effect of these changes was to reduce the median market capitalization across the Peer Group by approximately 40%

•    For 2022, the Committee further refined the Peer Group by removing one peer company, Ameriprise, which had the effect of reducing the median market capitalization of the Peer Group, as of December 31, 2022, by 33% to $4.1 billion, relative to AMG’s market capitalization of $6.2 billion

What was the net impact of the changes to the incentive determination process in 2022 (across peer group, metric targets, weightings) on CEO compensation?

•    The net impact of the changes in the incentive determination process for performance year 2022 was a modest reduction of approximately one percentage point in incentive compensation, relative to what the payout would have been using the 2021 incentive determination process

•    The removal of Ameriprise resulted in a reduction in the peer median used to set target payouts, and the increased difficulty of absolute Annual Management Fee EBITDA and Annual EEPS targets reduced the Overall Performance Assessment Score. These changes more than offset a modest increase in the Overall Performance Assessment Score as a result of weighting changes and streamlining of metrics

Why is Average ROE the performance metric utilized in performance-based equity awards?  Should the awards use additional metrics?  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

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

60

✓

✓

5

—

Tracy A. Atkinson

58

✓ (Chair)

✓

2

2

Dwight D. Churchill

  Board Chair

69

✓

✓

✓

✓

13

—

Jay C. Horgen

  President and

  Chief Executive Officer

52

4

—

Reuben Jeffery III

69

✓ (Chair)

✓

✓

3

—

Félix V. Matos Rodríguez

61

✓

✓

✓

2

—

Tracy P. Palandjian

52

✓

✓ (Chair)

✓

11

—

David C. Ryan

53

✓

✓

1

—

Average

Age of 59

100% Independent;

All New Members and

New Chair since 2020

100% Independent;

3 New Members and New Chair since 2020

100% Independent;

100% Financial Experts;

3 New Members and New Chair since 2020

7 of 8

Nominees are Independent

4 New Members since 2020

No Overboarding

Director Experience and Skills Overview

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
Directors

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
Directors

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
Directors

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
Directors

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
Directors

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

Directors

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
Directors

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
Directors

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

4 of 8
Directors

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
Directors

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
Directors

Director 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 the firm 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 a senior executive in a leading investment management firm.

Tracy A. Atkinson

Audit Committee (Chair)

Tracy A. Atkinson has been a director of the Company since August 2020. Prior to her retirement from State Street Corporation in March 2020, Ms. Atkinson served as an executive vice president, having held a number of senior finance and risk management roles including Chief Administrative Officer, Chief Compliance Officer, and Treasurer. Prior to joining State Street Corporation, she held leadership positions at MFS Investment Management and was a Partner at PricewaterhouseCoopers. She currently serves on the boards of directors of the United States Steel Corporation and Raytheon Technologies. We believe Ms. Atkinson’s qualifications to serve on our Board of Directors include her significant leadership experience from her career in the accounting and asset management industries, as well as a track record of service on public company boards.

Dwight D. Churchill

Board Chair

Compensation Committee, Nominating and Governance Committee, & Audit Committee

Dwight D. Churchill has been a director of the Company since February 2010, and has served as independent Board Chair since August 2020. 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 Chair of the Audit Committee of State Street Global Advisors SPDR ETF Mutual Funds and as a staff consultant at The Public Employees Retirement System of Idaho. We believe that Mr. Churchill’s qualifications to serve on our Board of Directors includes his extensive experience in the investment management industry.

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. Previously, Mr. Horgen served as Executive Vice President of the Company in New Investments. Prior to joining AMG in 2007, Mr. Horgen was a founder and Managing Director of Eastside Partners, a private equity firm. Prior to that, Mr. Horgen served as a Managing Director in the Financial Institutions Group at Merrill Lynch, Pierce, Fenner & Smith Incorporated. From 1993 to 2000, he worked as an investment banker in the Financial Institutions Group at Goldman, Sachs & Co. Mr. Horgen received a B.A. 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 16 years of service at the Company, including as President & Chief Executive Officer, and Chief Financial Officer, and his 30 years of extensive experience in the financial services, private equity, and investment management industries.

Reuben Jeffery III

Audit Committee &

Compensation Committee (Chair)

Reuben Jeffery III has been a director of the Company since April 2020. Mr. Jeffery served as President and Chief Executive Officer and member of the board of Rockefeller & Co. and Rockefeller Financial Services, Inc. from 2010 to 2018. He previously served seven years in the U.S. government in a variety of positions, including as Under Secretary of State for Economic, Energy and Agricultural Affairs; Chairman of the U.S. Commodity Futures Trading Commission; and as Special Assistant to the President on the staff of the National Security Council (2002-2009). At Goldman, Sachs & Co., Mr. Jeffery was Managing Partner of the firm’s Paris office and of its European Financial Institutions Group in London. He began his career as a corporate attorney with Davis Polk & Wardwell LLP. Currently, Mr. Jeffery serves on the board of directors of PartnerRe Ltd., and as an independent director and chairman of the board of SMBC Americas Holdings, Inc. Mr. Jeffery is also chairman of the board of Riverstone Credit Opportunities Income Plc (RCOI) and a board member of CSE Insurance Group, an indirect wholly-owned subsidiary of Covéa, a global insurer headquartered in France. He is also a board member of the Financial Services Volunteer Corps (FSVC), a not-for-profit that supports economic development by strengthening financial sectors in developing countries. Mr. Jeffery served as a non-executive director at Barclays Plc from 2010 to 2019. He received a B.A. in Political Science from Yale University and an M.B.A. and J.D. from Stanford University. We believe that Mr. Jeffery’s qualifications to serve on our Board of Directors include his extensive financial services experience, particularly within investment banking and wealth management, and his knowledge and experience with the U.S. and global political and regulatory environments.

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 teacher, 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 vice chair of the board of directors of the American Council on Education. 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 holds a B.A. from Yale University and received 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 in a large, decentralized human-capital-based organization operating through a network of distinct institutions.

Tracy P. Palandjian

Compensation Committee &

Nominating and Governance Committee (Chair)

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 nonprofit organization 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, vice-chair of the U.S. Impact Investing Alliance, and a trustee of the Global Steering Group on Impact Investing. She serves on the Boards of Pershing Square Holdings, Ltd., 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. 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

David C. Ryan has been a director of the Company since July 2021. Mr. Ryan is a corporate advisor to Singapore-based Temasek Holdings, and serves on the board of Mapletree Investments Pte Ltd., a Singapore-based real estate development, investment, capital and property management company, and previously served 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 United States. 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. 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.

Board of Directors Experience, Diversity, and Refreshment

Governance Highlights

►

Highly independent, diverse Board; world-class, experienced directors with a range of skills and backgrounds

►

Non-Executive, Independent Board Chair

►

Women in Leadership Roles on the Board

►

No Overboarding

►

Policies to Promote Long-Term Director and Executive Equity Ownership

►

98% Average Director Attendance at Board and Committee Meetings in 2022

►

Significant Board Refreshment since 2020

►

Publicly-Disclosed Corporate Governance Guidelines

►

Majority Vote Standard in Uncontested Director Elections

►

No Staggered Board

►

No “Poison Pill”

►

“Double-Trigger” Equity Award Vesting Upon Change in Control

►

Annual Say-on-Pay Vote

►

Active Engagement with Shareholders

2022 Director Engagement

Board and Committee Meetings

9

Board Meetings

18

Committee Meetings

98%

Average attendance rate at meetings of the full Board of Directors and its committees

Shareholder Engagement (2022-2023YTD)

Shareholder Outreach

Responsiveness

•  Proactive outreach to stockholders representing over 55% of voting shares

•  Held approximately 100 meetings with more than 50 current and prospective stockholders, including half of our top 30 largest holders

•  Demonstrated integration of shareholder feedback into corporate governance practices and compensation program design over multiple years

•  Expanded shareholder engagement in recent years on topics including corporate strategy, sustainability, and executive compensation; feedback reflected in our compensation program enhancements applied to performance year 2021 and performance year 2022 compensation program design

2022 Compensation Committee Actions in Response to Shareholder Feedback

•  Further enhanced AMG’s formulaic five-step Performance Assessment process for determining executive incentive compensation, which includes 10 performance metric targets (streamlined from 13 targets in prior year) across an array of pre-set financial and strategic metric targets, with achievement caps for each metric

•  Increased weightings of financial metrics in the determination of incentive awards to further link pay with financial and stock performance

•  Continued to set rigorous financial targets, including by increasing the difficulty of absolute earnings targets relative to the target-setting approach outlined in prior-year Proxy Statement

•  Further refined Peer Group to better reflect AMG’s business model and evolving industry

•  Further enhanced metrics related to Strategic and Organizational Initiatives

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, including experience in managing sustainability issues

•   Understanding of finance and financial reporting processes

•   Diversity, including ethnic, gender, geographic, and experiential diversity

Board of Directors Composition

•  Women represent 43% of independent directors, with three women serving on the Board

•  29% of independent directors are ethnic minorities

•  Four new independent directors since 2020; half of these are women or ethnically diverse

•  Transitioned to a non-executive, independent Board Chair in 2020; Board Chair does not chair any committee

•  New Chairs of all Board committees since 2020; two of three committees chaired by women, including one ethnic minority

•  New members on all Committees since 2020, including a fully reconstituted Compensation Committee

•  Long-tenured independent directors in leadership roles

•  Average director nominee age of 59

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 our 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

Responsibilities of the Non-Executive 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

Sustainability Highlights

Sustainability Highlights (continued)

Responsible Investing

Employee Engagement

►  Approximately $70 billion in aggregate Affiliate AUM in dedicated sustainable investment strategies (which reflect focus on both principles and performance) at year-end 2022, reflecting the execution of AMG’s strategy to partner with new Affiliates in secular growth areas, including sustainable investment, and collaborating with existing Affiliates to enhance their participation in sustainable investment

►  Sustainability factors and participation in responsible investing are incorporated into AMG’s assessment process for prospective new Affiliates; recent new Affiliates include three independent firms dedicated to sustainable investing

►  All employees were granted AMG stock during performance years 2021 – 2022, further affirming 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, company-wide town halls, management offsites, and volunteer activities; 2022 employee engagement score of approximately 90%

►  Company-supported time off and flexible work arrangements for professional development

►  Charitable giving and volunteer opportunities offered to AMG employees throughout the year

►  Leadership training and sponsored skills and career development programs, anchored on a comprehensive company-wide 360-degree performance review process

Work Environment

Diversity, Equity & Inclusion

►  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

►  AMG supports the health and wellness of employees, with on-site fitness facilities in multiple principal offices

►  Committed to fostering and promoting an inclusive and globally diverse work environment; AMG partners with a variety of recruitment partners and community organizations to identify excellent diverse talent, including through an annual summer internship program for outstanding diverse students

►  Formal policies that forbid discrimination based on protected classifications; annual diversity and bias training required for all employees

►  Gender diversity of 37% across management positions; overall, nearly half of AMG’s employees are women. In 2022, nearly a quarter of new hires were ethnically diverse, and almost 60% of new hires were women

►  Three, or 43%, of AMG’s independent directors are women, and two, or 29%, of AMG’s independent directors are ethnic minorities; in each case, above the S&P 500 average. Two of the three Board committees are chaired by women, including one ethnic minority

Privacy and Data Security

►  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 data security program is governed by a senior management committee that meets regularly and reports to the Board quarterly

Business Conduct and Ethics Codes

Business Continuity

►  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

Governance

►  Formal weighting of sustainability factors included in AMG’s compensation determination process, with granular sustainability-related metrics (across both participation in responsible investment as well as corporate measures related to diversity and employee satisfaction) incorporated

►  Strong focus on corporate governance since AMG’s inception, with best practices in corporate governance (see “Governance Highlights” on page 20)

Climate Change and Environmental Sustainability

►  AMG has participated in CDP’s Climate Change Disclosure program for six years

►  Completed annual inventory and secured third-party attestation of AMG’s GhG emissions each year since 2018

►  Achieved medium-term emissions reduction target of 5% in Scope 1 and 2 emissions

►  Utilizing 100% renewable energy sources at multiple AMG office locations

►  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

►  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

Community Investment and Engagement

►  AMG and The AMG Charitable Foundation donate to a variety of non-profit organizations and community programs globally, including, over the past three years, meaningful campaigns supporting humanitarian aid in Turkey / Syria and Ukraine; COVID-19 relief efforts globally; social equity organizations, including the Equal Justice Initiative, NAACP Legal Defense and Education Fund, Sponsors for Educational Opportunity, Bottom Line, and others over the years; and 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. AMG supports numerous organizations in which employees are meaningfully involved through grants from The AMG Charitable Foundation

►  Second annual “AMG Week of Service” held in 2022, 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 650 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

►  Approximately $2 million was disbursed by The AMG Charitable Foundation in 2022

Stockholder Communications

Board of Directors

Any communications to the full Board of Directors

may be directed to Kavita Padiyar, Managing Director, Chief Corporate 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 33401-6152

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 33401-6152

Executive Officer Information

Name

Age

Position

Biographical Information

Jay C. Horgen

52

President and

Chief Executive Officer

For the biographical information of Mr. Horgen, see “Information Regarding the Nominees” above.

Rizwan M. Jamal

48

Head of Affiliate Investments

Mr. Jamal is Head of Affiliate Investments, responsible for overseeing the Company’s investments in new and existing Affiliates, including the identification of prospective Affiliates worldwide and the structuring and execution of the Company’s investments in its partner firms. 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. from Boston College and a J.D. from Harvard Law School.

Thomas M. Wojcik

42

Chief Financial Officer

Mr. Wojcik is the Chief Financial Officer of the Company, responsible for AMG’s finance, accounting, investor relations, and capital management functions. He joined AMG in 2019 from BlackRock, Inc., where he most recently served as Chief Financial Officer for Europe, Middle East, and Africa (EMEA), Head of EMEA Strategy, and Global Head of Investor Relations, subsequent to his role as Global Head of Corporate Development and Head of Americas Strategy. Previously, 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. He earned a B.A. in Economics magna cum laude from Duke University, and an M.B.A. from The Wharton School at the University of Pennsylvania, where he was a Palmer Scholar.

John R. Erickson

52

Head of Affiliate Engagement

Mr. Erickson is Head of Affiliate Engagement, working with Affiliates on strategic matters. Prior to joining the Company in 2014, Mr. Erickson worked as an investment banker at Merrill Lynch for 15 years, most recently serving as a managing director in the Financial Institutions Group where he advised asset management clients on M&A and capital raising. Mr. Erickson received a B.A. in Economics cum laude from Middlebury College and an M.B.A. from Northwestern University’s Kellogg School of Management.

David M. Billings

60

Senior Advisor and Former General Counsel and Secretary

Mr. Billings, currently Senior Advisor to the Company, retired as General Counsel of the Company, effective as of December 31, 2022, and ceased being an executive officer of the Company as of such date. Mr. Billings had served as the Company’s General Counsel and Secretary since June 2014. Prior to joining AMG, Mr. Billings was a partner at Akin Gump Strauss Hauer & Feld LLP, where he led the firm’s investment funds practice in London. Mr. Billings received a B.A. with high honors from the University of Virginia and a J.D. from Harvard Law School.

Overview of AMG’s Compensation Program Philosophy

•

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 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

•

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

Compensation Governance Practices

Our Board of Directors is committed to maintaining responsible compensation practices, and believes that rewards for our 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; the Board is recommending the continuation of this practice in the 2023 Say-on-Pay frequency 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 policy

•      Mitigation of dilutive impact of equity awards through share repurchases

•      Formulaic Performance Assessment scorecard; pre-set objective quantitative metrics drive more than 90% of the assessment score, with achievement caps on each individual metric

•      Significant portion of variable compensation is performance-based equity awards tied to key business metrics

•      Majority of equity awards are performance-based, with delivery tied to the achievement of pre-established performance targets

•      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

Equity Ownership Guidelines and Holding Policy

Equity Ownership Guidelines

•     Implemented in 2011, our 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 our President and Chief Executive Officer

-    7x annual base salary in the case of the other named executive officers

-    5x base annual fees for service in the case of our 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

Equity Holding Policy

•     Equity Holding Policy implemented in 2019 and applicable to all recipients of the Long-Term Equity Alignment Award

•     Imposes additional restrictions on sales of AMG stock, for the duration of their AMG service

-     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

-     Alignment RSUs must be held for at least 6 years after grant (through 2025), and Alignment Options must be held for 7 years after grant (through 2026)

•     Total Annual Compensation comprises the total amount of the executive officer’s cash compensation (including cash bonus) and equity compensation (based on the grant date fair value) received for performance in the year prior to measurement

•     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, and unexercised options

In 2022, the Compensation Committee incorporated shareholder feedback in streamlining the scorecard assessment, to further simplify the assessment process, and further align incentive pay with objective quantitative metrics with the highest impact, related to AMG management’s ability to create shareholder value across capital allocation decisions. The total number of targets was reduced to 10 from 13 to reflect the metrics with highest impact on value creation and fully eliminate subjectivity.  The metrics removed included the following: EBITDA from New Investments: 3-Year, Total AMG-Related Gross Sales: 3-Year, and Other Strategic Initiatives.

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 the current developments in the businesses of 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 client assets, stockholders, and talent. As a result, the Committee focuses on peers within the asset management industry, as well as financial services companies with significant asset 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 developed a differentiated skill set and reputation to match our unique business model of pursuing 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.

Our Peer Group was revised in 2022 to include the following 11 companies, which had the effect of:

–     Streamlining the Peer Group by removing Ameriprise, in line with the goal of continuing to reflect the evolution of AMG’s business

–     Reducing the median market capitalization of the Peer Group by 33% to $4.1 billion, relative to AMG’s market capitalization of $6.2 billion, as of December 31, 2022

–     Setting the CEO Target Payout at $12.3 million, the median of the revised Peer Group. The CEO Target Payout increased 28% relative to the prior-year CEO Target Payout of $9.6 million for 2021, driven by increased compensation for CEOs in the Peer Group

(1)

2021 actual Annual Management Fee EBITDA was $875 million and 2021 actual Annual EEPS was $18.28 per share. Additional information regarding non-GAAP financial performance measures, including reconciliations to the most directly comparable GAAP measure, can be found in AMG’s Annual Report on Form 10-K under “Supplemental Financial Performance Measures.”

(2)

Reported GAAP EPS (diluted) of $25.35 for FY 2022. AMG’s 2022 GAAP EPS scorecard metric was adjusted to exclude $11.83 GAAP EPS (diluted) as a result of gains associated with the BPEA transaction, net of taxes.

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, the Compensation Committee employed a disciplined methodology, relying on informed views of performance expectations applied to a framework in order to pre-set targets during the first half of the year, to appropriately incentivize executives.

Incentive Compensation Performance Assessment: Metric Descriptions / Rationale

and Target-Setting Methodology

Metric

Description / Rationale                                              

Target-Setting Methodology

Financial Metrics                       

Annual Management Fee EBITDA

–     Key top-line growth metric at AMG tied to the long-term value creation of the business, measuring AMG profit net of performance fees, interest expense, taxes, and non-cash depreciation amortization – indicates the condition of AMG’s Affiliate base on an ownership-weighted basis, the efficacy of capital reinvested for growth, and management of corporate expenses

–     Performance fee earnings removed, to dampen volatility year-over-year

–     Annual growth in Management Fee 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;

4.     Annual expenses incurred by AMG and certain of our Affiliates;

5.     AMG’s ownership levels across our Affiliate group; and

6.     Management Fee EBITDA contributed by new Affiliate investments

–     For performance year 2022, the Committee adopted a target of +3% growth relative to the prior-year actual achievement, thereby increasing the difficulty of achieving the target relative to the methodology published in the Company’s 2022 Proxy Statement, which would have indicated a target set flat to the prior-year Management Fee EBITDA, given the decline in Beta during 2022

–     Given that neither AMG’s management team nor our Affiliates can control market beta, the previously-published framework established an annual target based on a sliding scale of Beta (calculated by AMG as a market composite blend based on composites and weightings published by the Company quarterly, as a convention to approximate the impact of market changes on AMG’s assets under management) throughout the year. The adopted target for performance year 2022 required growth in Management Fee EBITDA despite the decline in Beta during the year

–     We believe that the resulting target is a rigorous metric given that the year-over-year change in Management Fee 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

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 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 new Affiliate investments and share repurchases)

–     EEPS is a key non-GAAP performance metric

–     Annual growth in EEPS is influenced by similar principal factors that affect Management Fee EBITDA (1-6 above) and also includes the impact of performance fees, taxes and interest expense, and share repurchases

–     For performance year 2022, the Committee adopted a target of +5% relative to the prior-year actual achievement, thereby increasing the difficulty of achieving the target relative to the published methodology, which would have indicated a target set flat to the prior-year Annual EEPS, given the decline in Beta during 2022

–     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

Metric

Description and Rationale                                              

Target-Setting Methodology

Relative Earnings Growth -
Percentile Rank

–     Relative growth ranking vs. Peer Group across GAAP Earnings Per Share 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 Earnings Per Share and EEPS (equally-weighted) is the peer median (50^th percentile); a score of 100% indicates median performance

Shareholder Value Creation Metrics: Total Stockholder Return, Annualized (1- and 3-Year Composites)

Absolute Total Stockholder Return (“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-year composites recognize annual performance and align performance with longer-term stockholder return

–     Target for the Absolute TSR, Annualized, metric (1- and 3-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

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-year composites recognize annual performance and align performance with longer-term stockholder return

–     Target for the Relative TSR, Annualized, metric (1- and 3-Year Composite) was set at the peer median (50^th percentile); a score of 100% indicates median performance

Capital Deployment and Return on Capital Metrics                       

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 new investment effort 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

Average Annualized 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

Strategic and Organizational Initiatives

AUM Dedicated to Sustainable Investment

–     Measures the notional level of AUM dedicated to sustainable investment as AMG increasingly participates in this secular growth area 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 level of AMG notional AUM in these strategies

Organizational Diversity and Leadership

–     Percentage of women at AMG in management positions, reflecting importance of diverse management and leadership perspectives; targets are re-considered annually to ensure appropriate progress is incented over time

–     Target set relative to the prior-year AMG level, and over time may include goals and objectives and incorporate other forms of diversity

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

Name and Principal Position

Year

Salary

($)

Non-Equity

Incentive Plan

Compensation

($)(1)

Stock

Awards

($)

Stock

Option

Awards($)

All Other

Compensation

($)(2)

Total

($)

Jay C. Horgen

2022

750,000

5,995,000

6,925,000

(3)

—

73,212

13,743,212

President and Chief Executive Officer

2021

750,000

4,755,000

3,500,000

(4)

—

58,156

9,063,156

2020

750,000

2,550,000

4,275,000

(5)

—

57,026

7,632,026

Rizwan M. Jamal(6)

2022

500,000

3,193,000

4,250,000

(3)

—

41,170

7,984,170

Head of Affiliate Investments

2021

500,000

2,100,000

2,050,000

(4)

—

27,270

4,677,270

Thomas M. Wojcik

2022

500,000

3,167,000

2,950,000

(3)

—

32,140

6,649,140

Chief Financial Officer

2021

500,000

2,400,000

2,075,000

(4)

—

21,240

4,996,240

2020

500,000

1,175,000

1,950,000

(5)

—

20,940

3,645,940

John R. Erickson(6)

2022

500,000

1,990,000

2,250,000

(3)

—

32,794

4,772,794

Head of Affiliate Engagement

2021

500,000

1,250,000

1,350,000

(4)

—

21,894

3,121,894

David M. Billings(7)

2022

500,000

1,262,500

1,400,000

(3)

—

26,148

3,188,648

Senior Advisor and Former General

2021

500,000

1,125,000

1,400,000

(4)

—

23,454

3,048,454

Counsel and Secretary

2020

400,000

1,100,000

450,000

(5)

—

23,154

1,973,154

(1)

For 2022, amounts represent performance-based cash bonuses awarded in recognition of performance in 2022, determined using the Performance Assessment scorecard and framework, applying a formulaic score to Target 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.

(2)

For 2022, all other compensation consisted of (i) contributions to a 401(k) profit-sharing or similar pension plan in the amount of $18,300 on behalf of each named executive officer, (ii) medical benefits and life and long-term disability insurance premiums with respect to each named executive officer, (iii) matching contributions to eligible non-profit organizations under the AMG gift-matching program on behalf of Mr. Horgen, Mr. Jamal, Mr. Wojcik, and Mr. Erickson, and (iv) tax preparation services with respect to Mr. Horgen. 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 2020 Equity Incentive Plan (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. Jamal, Mr. Wojcik, Mr. Erickson, and Mr. Billings with grant date values of $2,770,000, $1,700,000, $1,180,000, $900,000, and $560,000, respectively, and (ii) 2021 Long-Term Performance Achievement Awards granted to Mr. Horgen, Mr. Jamal, Mr. Wojcik, Mr. Erickson, and Mr. Billings with grant date values of $4,155,000, $2,550,000, $1,770,000, $1,350,000, and $840,000. 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, as defined in “Questions and Answers” on page 13, 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. For details on the assumptions made in the valuation of these and the other awards described herein, see the Company’s 2022 Annual Report on Form 10-K, under “Critical Accounting Estimates and Judgments—Share-Based Compensation and Affiliate Equity” and the “Share-Based Compensation” note to the Consolidated Financial Statements included therein.

(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 2021 in recognition of performance in 2020: (i) 2020 Long-Term Deferred Equity Awards granted to Mr. Horgen, Mr. Jamal, Mr. Wojcik, Mr. Erickson, and Mr. Billings with grant date values of $1,400,000, $820,000, $830,000, $540,000, and $560,000, respectively, and (ii) 2020 Long-Term Performance Achievement Awards granted to Mr. Horgen, Mr. Jamal, Mr. Wojcik, Mr. Erickson, and Mr. Billings with grant date values of $2,100,000, $1,230,000, $1,245,000, $810,000, and $840,000, respectively. The portions of the 2020 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 “Questions and Answers” on page 13, over a three-year measurement period ending on December 31, 2023. 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 23% for the measurement period, a ratable portion between 50% 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 18% is achieved. The grant date fair value of the 2020 Long-Term Performance Achievement Awards 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 2013 Stock Incentive Award Plan (as amended, the “2013 Stock Plan”) in March 2020 in recognition of performance in 2019: (i) 2019 Long-Term Deferred Equity Awards granted to Mr. Horgen, Mr. Wojcik, and Mr. Billings with grant date fair values of $1,710,000, $780,000, and $180,000, respectively, and (ii) 2019 Long-Term Performance Achievement Awards granted to Mr. Horgen, Mr. Wojcik, and Mr. Billings with grant date fair values of $2,565,000, $1,170,000, and $270,000, respectively. The portions of the 2019 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 “Questions and Answers” on page 13, over a three-year measurement period ending on December 31, 2022. If Average ROE is below 12% for the measurement period, no shares underlying the award will be issued and distributed. If Average ROE is between 12% and 22% for the measurement period, a ratable portion between 50% and up to a maximum of 175% of the shares underlying the award issued will be issued and distributed, with 100% of the shares underlying the award issued and distributed if a midpoint of 16% Average ROE is achieved. The grant date fair value of the 2019 Long-Term Performance Achievement Awards assumes that the midpoint level of Average ROE will be achieved.

(6)

Each of Mr. Jamal and Mr. Erickson were first determined to be named executive officers for fiscal year 2021 and, therefore, in accordance with SEC rules, their compensation is not included in the table for fiscal year 2020.

(7)

Mr. Billings retired as our General Counsel, effective as of December 31, 2022, and ceased being an executive officer of the Company as of such date.

Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1)

Estimated Future Payouts Under Equity Incentive Plan Awards

Name

Grant

Date

Threshold

($)

Target

($)

Maximum

($)

Threshold

(#)

Target

(#)

Maximum

(#)

All Other Stock Awards: Number of Shares of Stock or Units (#)

Grant Date

Fair Value of Stock Awards ($)

Jay C. Horgen

—

—

4,962,900

6,525,000

—

—

—

—

—

3/5/2022

(2)

—

—

—

—

—

—

21,445

2,770,000

3/5/2022

(3)

—

—

—

—

32,167

48,251

—

4,155,000

Rizwan M. Jamal

—

—

2,580,000

4,300,000

—

—

—

—

—

3/5/2022

(2)

—

—

—

—

—

—

13,161

1,700,000

3/5/2022

(3)

—

—

—

—

19,741

29,612

—

2,550,000

Thomas M. Wojcik

—

—

2,540,000

4,300,000

—

—

—

—

—

3/5/2022

(2)

—

—

—

—

—

—

9,135

1,180,000

3/5/2022

(3)

—

—

—

—

13,703

20,555

—

1,770,000

John R. Erickson

—

—

1,500,000

4,300,000

—

—

—

—

—

3/5/2022

(2)

—

—

—

—

—

—

6,968

900,000

3/5/2022

(3)

—

—

—

—

10,451

15,677

—

1,350,000

David M. Billings

—

—

1,000,000

2,250,000

—

—

—

—

—

3/5/2022

(2)

—

—

—

—

—

—

4,335

560,000

3/5/2022

(3)

—

—

—

—

6,503

9,755

—

840,000

(1)

Represents the range of performance-based cash bonus opportunities for performance year 2022. 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 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 2022 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 2021 Long-Term Deferred Equity Awards granted in March 2022 under the 2020 Stock Plan in recognition of performance in 2021, vesting in four equal installments on March 5, 2023, 2024, 2025, and 2026, 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). The grant date fair value has been computed in accordance with FASB ASC Topic 718.

(3)

Represents 2021 Long-Term Performance Achievement Awards granted in March 2022 under the 2020 Stock Plan in recognition of performance in 2021, vesting in full on March 5, 2025, 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 2021 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, 2024. 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.

Option Awards

Stock Awards

Name

Number of

Securities

Underlying

Unexercised

Options

Exercisable

(#)

Number of

Securities

Underlying

Unexercised

Unearned

Options

(#)(1)

Option

Exercise

Price ($)

Option

Expiration

Date

Number of

Shares of

Stock That

Have Not

Vested

(#)(2)

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

(#)(3)

Equity

Incentive

Plan Awards:

Market

Value of

Unearned

Shares

of Stock That

Have Not

Vested ($)

Jay C. Horgen

—

400,000

74.49

8/15/2026

43,749

6,931,154

129,982

20,593,048

Rizwan M. Jamal

—

285,871

74.49

8/15/2026

24,501

3,881,693

54,716

8,668,656

Thomas M. Wojcik

—

248,763

74.49

8/15/2026

18,888

2,992,426

43,415

6,878,238

John R. Erickson

—

250,137

74.49

8/15/2026

15,714

2,489,569

38,745

6,138,370

David M. Billings

—

—

—

—

9,116

1,444,248

16,191

2,565,140

(1)

Represents Alignment Options pursuant to the Long-Term Equity Alignment Awards granted under the 2011 Option Plan on August 15, 2019, vesting on August 15, 2024 (“Alignment Options”), the exercise of which is subject to the Company’s level of achievement measured against pre-established performance targets measuring Average ROE, as defined in “Questions and Answers” on page 13, 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 options presented above assumes that the midpoint level of Average ROE will be achieved.

(2)

Represents the following awards of restricted stock units: (i) 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, (ii) 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, (iii) 2019 Long-Term Deferred Equity Awards granted under the 2013 Stock Plan in March 2020, vesting in four equal installments on January 1, 2021, 2022, 2023, and 2024, and (iv) 2018 Long-Term Deferred Equity Awards granted under the 2013 Stock Plan in February 2019, vesting in four equal installments on January 1, 2020, 2021, 2022, and 2023. See the Summary Compensation Table for additional details. For each award set forth above, 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, and in the case of the 2021 Long-Term Deferred Equity Awards and the 2020 Long-Term Deferred Equity Awards, Retirement). 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.

(3)

Represents the following awards of restricted stock units: (i) 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, (ii) 2020 Long-Term Performance Achievement Awards granted under the 2020 Stock Plan in March 2021, vesting in full on March 5, 2024, 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, 2023, measured against pre-established performance targets, (iii) 2019 Long-Term Performance Achievement Awards granted under the 2013 Stock Plan in March 2020, vesting in full on January 1, 2023, 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, 2022, measured against pre-established performance targets, and (iv) the third and final tranche of the Alignment RSUs pursuant to the Long-Term Equity Alignment Awards granted under the 2013 Stock Plan in August 2019, vesting on August 15, 2023 (“Alignment RSUs”), with the portion of such tranche eligible to vest determined based on the Company’s level of achievement measured against pre-established performance targets measuring Average ROE, as defined in “Questions and Answers” on page 13, during the three-year measurement period ending December 31, 2022, such that if Average ROE is below 12% for such measurement period, no shares underlying such tranche will be issued and distributed, and if Average ROE is 12% or above for such measurement period, 100% of the shares underlying the tranche will be issued. As of December 31, 2022, the achievement of the relative performance targets for the 2021 Long-Term Performance Achievement Awards, the 2020 Long-Term Performance Achievement Awards, the 2019 Long-Term Performance Achievement Awards, and the third tranche of the Alignment RSUs had not yet been

determined, and the Company’s Average ROE during the first and second tranches of the Alignment RSUs were at performance levels resulting in delivery of the entire first and second tranches in August 2021 and August 2022, respectively, subject to the terms of the awards. For each award set forth above, 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 2021 Long-Term Performance Achievement Awards and the 2020 Long-Term Performance Achievement Awards, Retirement). Each of 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. See the Summary Compensation Table for additional details regarding the 2021 Long-Term Performance Achievement Awards, the 2020 Long-Term Performance Achievement Awards, and the 2019 Long-Term Performance Achievement 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 (i) the maximum number of awards are delivered for the Alignment RSUs and (ii) the midpoint performance level is achieved for the 2021 Long-Term Performance Achievement Awards, the 2020 Long-Term Performance Achievement Awards, and the 2019 Long-Term Performance Achievement Awards.

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

—

—

94,659

13,119,287

Rizwan M. Jamal

—

—

30,498

4,262,650

Thomas M. Wojcik

—

—

20,168

3,143,791

John R. Erickson

—

—

25,911

3,620,597

David M. Billings

8,098

273,146

8,182

1,108,147

(1)

Reflects the aggregate value realized upon the exercise of options in 2022. The exercise price of the options was $122.40, 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 2022 of the following awards of restricted stock units: (i) 2020 Long-Term Deferred Equity Awards granted in March 2021 under the 2020 Stock Plan, (ii) 2019 Long-Term Deferred Equity Awards granted in March 2020 under the 2013 Stock Plan, (iii) the full value of the second tranche of the Alignment RSUs granted in August 2019 under the 2013 Stock Plan, reflecting the achievement of the maximum level of performance, (iv) 2018 Long-Term Deferred Equity Awards granted in February 2019 under the 2013 Stock Plan, (v) 2018 Long-Term Performance Achievement Awards granted in February 2019 under the 2013 Stock Plan (175% of such awards, reflecting the maximum level of performance achieved relative to the targets), and (vi) 2017 Long-Term Deferred Equity Awards granted in January 2018 under the 2013 Stock Plan. For Mr. Wojcik, also includes the portions vested in 2022 of an award of restricted stock units granted in May 2019 in connection with his commencement of employment with the Company.

(3)

Represents the value of the portions vested in 2022 of each of the awards listed in footnote (2) above, determined as of the date of vesting.

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

80,000

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

Directors

Fees Earned or

Paid in Cash

($)(1)

Stock Awards

($)(2)

Option Awards

($)(3)

All Other

Compensation

($)(4)

Total

($)

Karen L. Alvingham

88,500

200,203

—

10,000

298,703

Tracy A. Atkinson

115,000

200,203

—

10,000

325,203

Dwight D. Churchill

134,000

300,443

—

18,061

452,504

Reuben Jeffery III

120,000

200,203

—

—

320,203

Félix V. Matos Rodríguez

105,500

200,203

—

9,410

315,113

Tracy P. Palandjian

117,000

200,203

—

5,000

322,203

David C. Ryan

90,000

200,203

—

2,500

292,703

(1)

Represents annual Board and Committee fees earned by independent directors in fiscal year 2022. Amounts shown in the table are not reduced to reflect each of Lady Alvingham’s and Mr. Ryan’s election to defer receipt of such director’s cash service fees under the Company’s 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.

(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 2022. On February 7, 2022 and August 1, 2022, the Company granted restricted stock unit awards with grant date fair values of $100,092 and $100,111, respectively, to each independent director then serving on our Board of Directors. On such dates, the Company also granted Mr. Churchill additional restricted stock unit awards with grant date fair values of $50,119 and $50,120, respectively, representing the annual Board Chair fee. Restricted stock unit awards vests in equal installments over a period of four years, subject to continued service through each 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 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, 2022, the aggregate unvested portion of restricted stock units (measured in shares of common stock) held by our independent directors then serving on our Board of Directors was as follows: Lady Alvingham: 3,869; Ms. Atkinson: 3,538; Mr. Churchill: 6,151; Mr. Jeffery: 3,836; Mr. Matos Rodríguez: 2,647; Ms. Palandjian: 4,223; Mr. Ryan: 1,989.

(3)

No stock option awards were granted to independent directors in 2022. As of December 31, 2022, the number of shares of common stock subject to stock options held by each of our independent directors then serving on our Board of Directors was as follows: Lady Alvingham: 13,309; Ms. Atkinson: 3,224; Mr. Churchill: 14,516; Mr. Jeffery: 4,554; Mr. Matos Rodríguez: 1,195; Ms. Palandjian: 17,160; Mr. Ryan: 559.

(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.

Named Executive Officer

Accelerated Distribution

under Incentive Plans

(# Shares)/Market Value ($)

Jay C. Horgen

43,749/6,931,154

Rizwan M. Jamal

24,501/3,881,693

Thomas M. Wojcik

18,888/2,992,426

John R. Erickson

15,714/2,489,569

David M. Billings

9,116/1,444,248

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)

2,148,979

$77.46

3,803,197

Equity compensation plans not approved by stockholders(2)

—

—

5,095

Total

2,148,979

$77.46

3,808,292

(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 2022 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). Options 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.

Type of Fee

Year Ended

December 31,

2021

Year Ended

December 31,

2022

Audit Fees(1)

$6,690,088

$7,308,576

Audit‑Related Fees(2)

935,285

721,238

Tax Fees(3)

4,157,953

4,536,967

(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 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 Affiliates.

Name of Beneficial Owner(1)

Number of Shares

Beneficially Owned(2)

Percent of

Common

Stock(2)

The Vanguard Group, Inc.(3)

3,874,869

10.7

%

BlackRock, Inc.(4)

3,504,965

9.7

%

EdgePoint Investment Group Inc.(5)

3,089,345

8.6

%

Morgan Stanley(6)

2,703,663

7.5

%

Clarkston Capital Partners, LLC(7)

2,237,093

6.2

%

Jay C. Horgen(8)

286,083

0.8

%

Rizwan M. Jamal

64,310

*

Thomas M. Wojcik

44,232

*

John R. Erickson

52,235

*

David M. Billings

22,875

*

Karen L. Alvingham(9)

13,669

*

Tracy Atkinson(10)

4,289

*

Dwight D. Churchill(11)

29,722

*

Reuben Jeffery III(12)

33,862

*

Félix V. Matos Rodríguez(13)

1,230

*

Tracy P. Palandjian(14)

25,147

*

David C. Ryan(15)

486

*

Directors and executive officers as a group (12 persons)(16)

578,140

1.6

%

*

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 by an executive officer with one or more family members who reside in the executive’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 April 3, 2023, a total of 36,101,886 shares of common stock were outstanding.

(3)

Information is based on a Schedule 13G-A filed with the SEC on February 9, 2023 by The Vanguard Group, Inc. as of December 31, 2022, reporting beneficial ownership of an aggregate of 3,874,869 shares of common stock, with shared voting power over 18,761 of such shares, sole dispositive power over 3,818,462 of such shares, and shared dispositive power over 56,407 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 January 24, 2023 by BlackRock, Inc. as of December 31, 2022, reporting beneficial ownership of an aggregate of 3,504,965 shares of common stock, with sole voting power over 3,272,920 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 55 East 52^nd Street, New York, NY 10055.

(5)

Information is based on a Schedule 13G-A filed with the SEC on January 10, 2023 by EdgePoint Investment Group Inc. as of December 31, 2022, reporting beneficial ownership of an aggregate of 3,089,345 shares of common stock, with sole voting and sole dispositive power over 2,844,368 of such shares, and shared voting and shared dispositive power over 244,977 of such shares. The address of EdgePoint Investment Group Inc. is listed in such Schedule 13G-A as 150 Bloor Street West, Suite 500, Toronto, Ontario M5S 2X9, Canada.

(6)

Information is based on a Schedule 13G-A filed with the SEC on February 8, 2023 by Morgan Stanley and Atlanta Capital Management Company, LLC as of December 31, 2022, reporting Morgan Stanley’s beneficial ownership of an aggregate of 2,703,663 shares of common stock, with shared voting power over 2,607,186 of such shares, and shared dispositive power over 2,693,937 of such shares (with no sole voting or sole dispositive power reported) and Atlanta Capital Management Company, LLC’s beneficial ownership of an aggregate of 2,386,778 shares of common stock, with shared voting power over 2,321,949 of such shares, and shared dispositive power over 2,386,778 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, 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.

(7)

Information is based on a Schedule 13G filed with the SEC on February 14, 2023 by Clarkston Capital Partners, LLC as of December 31, 2022, reporting beneficial ownership of an aggregate of 2,237,093 shares of common stock, with shared voting power over 2,045,865 of such shares, and shared dispositive power over all of such shares (with no sole voting or sole dispositive power reported). The address of Clarkston Capital Partners, LLC is listed in such Schedule 13G as 91 West Long Lake Road, Bloomfield Hills, MI 48304.

(8)

Includes 20,058 shares of common stock indirectly owned and held under irrevocable family trusts over which Mr. Horgen has sole voting and investment power.

(9)

Includes 10,711 shares of common stock subject to options exercisable within the measurement period.

(10)

Includes 1,471 shares of common stock subject to options exercisable within the measurement period.

(11)

Includes 11,918 shares of common stock subject to options exercisable within the measurement period.

(12)

Includes 2,136 shares of common stock subject to options exercisable within the measurement period.

(13)

Includes 457 shares of common stock subject to options exercisable within the measurement period.

(14)

Includes 14,562 shares of common stock subject to options exercisable within the measurement period.

(15)

Includes 139 shares of common stock subject to options exercisable within the measurement period.

(16)

Includes 41,394 shares of common stock subject to options exercisable within the measurement period.