DEF 14A of Affiliated Managers Group, Inc., Apr 11, 2025

DEF 14A of Affiliated Managers Group, Inc.

Filed Apr 11, 2025 · FY20240001004434-25-000021

Open on EDGAR

  1. At this year’s Annual Meeting, the election of directors (Proposal 1) and the advisory vote on executive compensation

    At this year’s Annual Meeting, the election of directors (Proposal 1) and the advisory vote on executive compensation

  2. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS

  3. Introduction

    Introduction Eight directors, which will constitute our entire Board of Directors following the Annual Meeting, are expected to be elected at the Annual Meeting to serve until the 2026 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. The Board of Directors, upon the recommendation of the Nominating and Governance Committee, has nominated Karen L. Alvingham, Dwight D. Churchill, Annette Franqui, Jay C. Horgen, Félix V. Matos Rodríguez, Tracy P. Palandjian, David C. Ryan, and Loren M. Starr to serve as directors. Each of these director nominees is currently serving as a director of the Company. As more fully discussed below in the “Corporate Governance Matters and Meetings of the Board of Directors and Committees” section of this Proxy Statement, the Board of Directors has determined that seven of its eight director nominees, Lady Alvingham, Mr. Churchill, Ms. Franqui, Dr. Matos Rodríguez, Ms. Palandjian, Mr. Ryan, and Mr. Starr have no material relationship with the Company and, therefore, are independent for purposes of NYSE listing standards. The Board of Directors expects that each of the director nominees will, if elected, serve as a director for the new term. However, if any person nominated by the Board of Directors is unable to accept election, the proxies will be voted for the election of such other person or persons as the Board of Directors may recommend. The Company’s by-laws (as amended and restated, the “By-laws”) provide for majority voting in uncontested director elections. Under the majority voting standard, directors are elected by a majority of the votes cast, which means that the number of shares voted “for” a director must exceed the number of shares voted “against” that director. In a contested election (a situation in which the number of nominees exceeds the number of directors to be elected), the standard for the election of directors will be a plurality of the votes cast. Abstentions and broker non-votes will have no effect on the outcome of the vote on the election of directors. Under our Corporate Governance Guidelines, the Nominating and Governance Committee has established procedures for any incumbent director who is not re-elected to tender his or her offer to resign. Upon receiving the director’s offer to resign, the Nominating and Governance Committee will recommend to the Board of Directors whether to accept or reject the offer to resign, or whether other action should be taken. The Nominating and Governance Committee and the Board of Directors, in making their decisions, may consider any factor or information that they deem relevant. The Board of Directors, taking into account the Nominating and Governance Committee’s recommendation, will act on the tendered resignation within ninety days following certification of the election results. A director whose resignation is under consideration must abstain from participating in any recommendation or decision regarding his or her resignation.

  4. Recommendation of the Board of Directors

    Recommendation of the Board of Directors The Board of Directors believes that the election of each of the director nominees named above is in the best interests of the Company and its stockholders and, therefore, unanimously recommends that stockholders vote FOR the election of each of the director nominees. 13

  5. Information Regarding the Nominees

    Information Regarding the Nominees The following table sets forth the name, age (as of April 1, 2025), tenure, and other information of each director nominee, along with the committees of the Board of Directors on which each individual currently serves.

  6. Information Regarding the Nominees

    | Director Nominee Information: Committee Memberships | | | | | | | | | Name | Age | Compensation Committee | Nominating and Governance Committee | Audit Committee | Independence | Tenure (Years) | Other Public Company Boards | | Karen L. Alvingham | 62 | | ✓ | | ✓ | 7 | — | | Dwight D. Churchill | 71 | ✓ | ✓ (Chair) | | ✓ | 15 | — | | Annette Franqui | 63 | | | ✓ | ✓ | <1 | 2 | | Jay C. Horgen | 54 | | | | | 6 | — | | Félix V. Matos Rodríguez | 63 | ✓ | ✓ | | ✓ | 4 | — | | Tracy P. Palandjian | 54 | ✓ (Chair) | ✓ | | ✓ | 13 | — | | David C. Ryan | 55 | | ✓ | ✓ | ✓ | 3 | — | | Loren M. Starr | 63 | | | ✓ (Chair) | ✓ | 1 | — | | | Average Age of 61 | 100% Independent; All New Members since 2021, and New Chair in 2024 | 100% Independent; 4 New Members since 2020, and New Chair in 2024 | 100% Independent; 100% Financial Experts; All New Members since 2023, and New Chair in 2024 | 7 of 8 Nominees are Independent | 4 New Members since 2021, including New Appointment in 2024 | No Overboarding |

  7. Information Regarding the Nominees

    | | | | | | Karen L. Alvingham Director since 2018 | Dwight D. Churchill Board Chair 2025 - present Director since 2010 | Annette Franqui Director since 2024 | Jay C. Horgen President and Chief Executive Officer Director since 2019 | | | | | | | Félix V. Matos Rodríguez Director since 2021 | Tracy P. Palandjian Director since 2012 | David C. Ryan Director since 2021 | Loren M. Starr Director since 2023 |

  8. Information Regarding the Nominees

    14 The director nominees bring a wide array of qualifications, skills, and attributes to AMG’s Board of Directors that support its oversight role on behalf of our stockholders. The most relevant of these qualifications and skills are summarized in the table below:

  9. Information Regarding the Nominees

    | Director Nominee Experience and Skills Overview | | | | Capital allocation | Our continued success depends in large part on a disciplined approach to capital allocation, as we seek to deploy resources in the areas of highest growth and return in our business to capitalize on growth opportunities, before efficiently returning excess capital to our stockholders; directors with experience managing capital contribute to the advancement of this strategy to enhance long-term value creation | 7 of 8 Nominees | | Investment management | Directors with investment management experience provide the Board with an enhanced understanding and assessment of our business strategy and bring valuable perspective on topics that are uniquely relevant to our industry | 7 of 8 Nominees | | Leadership | Directors who have held significant leadership positions provide a practical understanding of organizations, processes, strategy, risk management, and other factors that promote growth | All Nominees | | Corporate governance | We place a high standard on strong corporate governance, and adopt best practices through the active monitoring of evolving trends and developments, and through routine Board self- assessments and enhancements to our governance policies, committee charters, and board practices, as well as through active shareholder engagement and ongoing board refreshment, and we seek directors with demonstrated knowledge and practical experience in corporate governance, fiduciary roles, and stakeholder engagement | All Nominees | | Risk management and compliance | Risk management is critical to the stability, security, and success of our business, and we seek directors with regulatory and compliance expertise, as well as experience managing and overseeing risk in public and private companies and in other contexts | All Nominees | | Financial, accounting, or financial reporting | We use a broad set of financial metrics to measure our operating and strategic performance, and we seek directors with an understanding of finance and financial reporting processes | 7 of 8 Nominees | | Operational, including human capital management | Directors with experience in operations are able to assess and advise management on the formulation and execution of our business strategy, including the efficient allocation and utilization of our and our Affiliates’ human capital and other operating resources, and the re- allocation of those resources over time through all stages of market cycles | All Nominees | | Sustainability | Directors who have experience in managing sustainability issues are able to assist the Board in overseeing and advising management to ensure that strategic business imperatives and long- term value creation for stockholders are achieved within a responsible long-term business plan. Directors who have experience in sustainable investment are able to advise management in increasing AMG’s exposure to this secular growth area | 5 of 8 Nominees | | Public policy, regulatory, and government affairs | Directors with experience in governmental, regulatory, and related organizations provide valuable insight into governmental actions and socioeconomic trends, as well as the highly regulated industry in which we and our Affiliates operate | 3 of 8 Nominees | | Other public board experience | Directors with experience serving on other public company and publicly traded fund boards provide valuable operations and management perspectives, including insights on governance trends and practices and other issues affecting public companies generally | 5 of 8 Nominees | | Global experience | Directors with global business experience, including managing and growing organizations worldwide, and investing and operating experience in international and emerging markets, provide valuable insights on growth trends in these markets | 7 of 8 Nominees |

  10. Information Regarding the Nominees

    15 The following biographical summaries provide additional information on the business experience, principal occupation and past employment, and directorships of each director nominee during at least the last five years.

  11. Information Regarding the Nominees

    | Director Nominee Biographical Information | | | Karen L. Alvingham Nominating and Governance Committee | Karen L. Alvingham has been a director of the Company since January 2018. She served until June 2017 as Managing Partner of Genesis Investment Management, LLP, a boutique investment management firm and an AMG Affiliate since 2004. Lady Alvingham joined Genesis in 1990 and was appointed Managing Partner in 2003. Prior to joining Genesis, she was a senior investment manager at Touche Remnant Investment Management Ltd and Lloyds Investment Management Ltd. She began her career at Grieveson Grant & Co. She currently serves on the board of directors of International Market Management Ltd. We believe Lady Alvingham’s qualifications to serve on our Board of Directors include her substantial experience in the investment management industry, including as the managing partner of an investment management firm serving clients around the world. | | Dwight D. Churchill Board Chair Compensation Committee; Nominating and Governance Committee (Chair) | Dwight D. Churchill has been a director of the Company since February 2010. Mr. Churchill held a number of senior positions at Fidelity Investments before retiring from the firm in 2009. Having joined Fidelity in 1993, he served as the head of the Fixed Income Division, head of Equity Portfolio Management and President of Investment Services. While at Fidelity, Mr. Churchill also served as the elected chair of the Board of Governors for the CFA Institute, a 190,000- member association, and from June 2014 to January 2015, he served as interim President and Chief Executive Officer at the CFA Institute. Prior to joining Fidelity, Mr. Churchill served as a Managing Director of Prudential Financial, Inc., as President and Chief Executive Officer of CSI Asset Management, Inc., a subsidiary of Prudential Financial, Inc., and held senior roles at Loomis, Sayles & Company and the Ohio Public Employees Retirement System. Mr. Churchill currently serves on the Board of Trustees and as a member of the Audit Committee of State Street Global Advisors SPDR ETF Mutual Funds. Mr. Churchill received a B.A from Denison University and an M.B.A. from The Ohio State University Fisher College of Business. We believe that Mr. Churchill’s qualifications to serve on our Board of Directors includes his extensive experience in the investment management industry. | | Annette Franqui Audit Committee | Annette Franqui has been a director of the Company since May 2024. Ms. Franqui is a Founding Partner of Forrestal Capital, LLC, a business and investment advisory firm that services the original founding families of Panamerican Beverages (“Panamco”). Previously, she served as the Chief Financial Officer of Panamco and as a Managing Director in the investment banking division of JPMorgan Chase & Co. She currently serves on the boards of directors of OFG Bancorp and Arcos Dorados Holdings Inc. and previously served as a member of the board of directors of AARP as well as its Chair. Ms. Franqui received a B.S. from the Wharton School at the University of Pennsylvania and an M.B.A. from the Stanford University Graduate School of Business. She is also a Chartered Financial Analyst. We believe that Ms. Franqui’s qualifications to serve on our Board of Directors include her significant leadership experience from her career in the financial services and investment management industries, including her extensive knowledge of the Latin America region, as well as a track record of service on public company boards. | | Jay C. Horgen President and Chief Executive Officer | Jay C. Horgen is the President and Chief Executive Officer of the Company and joined the Board of Directors in May 2019. Mr. Horgen was appointed President and CEO in 2019, having previously served as Chief Financial Officer from 2011 to 2019, and as Executive Vice President, New Investments prior to 2011. Before joining AMG in 2007, Mr. Horgen founded a private equity firm, Eastside Partners, where he served as a Managing Director. From 1993 to 2005, Mr. Horgen focused on asset management as an investment banker in the Financial Institutions Groups at Merrill Lynch & Co., where he was a Managing Director, and Goldman Sachs & Co. Mr. Horgen received a B.A. in Economics and Mathematics from Yale University. We believe that Mr. Horgen’s qualifications to serve on our Board of Directors include his direct knowledge of the Company’s strategy and operations through his 18 years of service at the Company, including as President & Chief Executive Officer, and Chief Financial Officer, and his 32 years of extensive experience in the financial services, private equity, and investment management industries. |

  12. Information Regarding the Nominees

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  13. Information Regarding the Nominees

    | Director Nominee Biographical Information (cont.) | | | Félix V. Matos Rodríguez Compensation Committee; Nominating and Governance Committee | Félix V. Matos Rodríguez has been a director of the Company since January 2021. Dr. Matos Rodríguez is the Chancellor of the City University of New York (CUNY). Prior to his appointment as Chancellor in May 2019, Dr. Matos Rodríguez was president of CUNY’s Queens College and of CUNY’s Eugenio María de Hostos Community College in the Bronx. Dr. Matos Rodríguez has served as a professor, administrator, and former Cabinet Secretary for the Commonwealth of Puerto Rico. He currently serves as board and executive committee chair of Research Foundation CUNY, co-chair of New York City Regional Economic Development Council, and as chair of the board of directors of the American Council on Education (ACE). Additionally, he serves on the boards of Phipps Houses, the United Way of New York City, and the Association for a Better New York (ABNY), as well as on the steering committee of Research Alliance for New York City Schools. Dr. Matos Rodríguez received a B.A. from Yale University and a doctorate in history from Columbia University. We believe that Dr. Matos Rodríguez’s qualifications to serve on our Board of Directors include his long track record as an innovator in both academia and the public sector and his leadership of a large, decentralized human-capital-based organization operating through a network of distinct institutions. | | Tracy P. Palandjian Compensation Committee (Chair); Nominating and Governance Committee | Tracy P. Palandjian has been a director of the Company since March 2012. Ms. Palandjian is the Chief Executive Officer, co-founder, and a member of the Board of Directors of Social Finance, Inc., a national nonprofit and registered investment advisor focused on developing and managing investments that generate social impact and financial return. Prior to establishing Social Finance, Ms. Palandjian served as a Managing Director at The Parthenon Group, a global strategy consulting firm. At Parthenon, she established and led the Nonprofit Practice and consulted to foundations and nonprofit organizations in the U.S. and globally. Prior to Parthenon, Ms. Palandjian worked at McKinsey & Company and at Wellington Management Company, LLP. Ms. Palandjian is currently a member of the Harvard Corporation, and Vice-Chair of the U.S. Impact Investing Alliance. She serves on the Boards of the Barr Foundation, The Boston Foundation, and the Surdna Foundation (and chairs its Investment Committee). Ms. Palandjian is also a member of the American Academy of Arts and Sciences. Ms. Palandjian received an A.B. from Harvard University and an M.B.A. from Harvard Business School. We believe that Ms. Palandjian’s qualifications to serve on our Board of Directors include her extensive global financial management, consulting, and advisory experience. | | David C. Ryan Audit Committee; Nominating and Governance Committee | David C. Ryan has been a director of the Company since July 2021. Mr. Ryan is an Advisory Partner of BDT & MSD Partners, a merchant bank with an advisory and investment platform, and serves on the board of Mapletree Investments Pte Ltd., a Singapore-based real estate development, investment, capital, and property management company. He previously served as a corporate advisor to Singapore-based Temasek Holdings, as well as on the boards of ADT Inc. and Tiga Acquisition Corp. Mr. Ryan’s 22-year career at Goldman Sachs & Co., where he was a partner, spanned a variety of roles in Asia and the U.S. From 2011 to 2013, he served as President of Goldman Sachs Asia (chairing its management committee) and was a member of the Management Committee of Goldman Sachs & Co. Mr. Ryan received a B.A. from Yale University. We believe that Mr. Ryan’s qualifications to serve on our Board of Directors include his substantial global financial services experience, particularly his extensive knowledge of the Asian region. | | Loren M. Starr Audit Committee (Chair) | Loren M. Starr has been a director of the Company since September 2023. Mr. Starr retired from Invesco Ltd. in March 2021, having served as Chief Financial Officer of the company for 15 years, from 2005 to 2020, after which he held an executive advisory role as Invesco’s Vice Chair until his retirement. Prior to joining Invesco in 2005, Mr. Starr served as the Chief Financial Officer of Janus Capital Group Inc. from 2001 to 2005, and held senior corporate finance roles with Putnam Investments, Lehman Brothers Inc., and Morgan Stanley & Co. LLC. Currently, he is an independent consultant, and is a Board member of the Nuveen Fund complex. Mr. Starr received a B.A. and B.S. from Columbia University, an M.B.A. from Columbia Business School, and an M.S. from Carnegie Mellon University. We believe that Mr. Starr’s qualifications to serve on our Board of Directors include his substantial experience as a senior executive and principal financial officer in the asset management industry, particularly his experience in corporate strategy, mergers and acquisitions, and capital management. |

  14. Information Regarding the Nominees

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  15. measures over time, with increasingly long-duration incentive awards to be delivered based on drivers of shareholder

    measures over time, with increasingly long-duration incentive awards to be delivered based on drivers of shareholder value creation in which AMG management plays a critical role. In 2024, we continued to make progress in strategically evolving our business by increasing our exposure to secular growth areas and magnifying the growth of our Affiliate partners. We continued to invest in and alongside our Affiliates by collaborating closely to develop attractive products, especially alternative strategies for the U.S. wealth marketplace, in some cases expanding our Affiliates’ reach into new geographies and channels, and by seeding and providing strategic support for new product launches. We also meaningfully enhanced our liquidity position and further strengthened our balance sheet, while also returning significant excess capital to shareholders. The results of the 2024 Performance Assessment reflected these achievements and the Company’s strong financial performance for the year.

  16. measures over time, with increasingly long-duration incentive awards to be delivered based on drivers of shareholder

    | Overview of AMG’s Compensation Program Philosophy |

  17. measures over time, with increasingly long-duration incentive awards to be delivered based on drivers of shareholder

    The Compensation Committee has structured our executive compensation program over the long term to further several core objectives, which include the following: •Attracting, retaining, and motivating key members of senior management •Closely aligning executive compensation with performance and accomplishments for the year and over the long term •Aligning AMG executives and other employees with shareholders through share ownership •Focusing executives on long-term performance with equity incentive awards, with a majority of these awards subject to rigorous pre- established performance targets measured over forward multi-year periods •Compensating executives based on a combination of Company performance—on both a relative and absolute basis—and performance in individual roles •Avoiding incentives that might encourage excessive risk-taking •Routinely reviewing and evolving our compensation program to incorporate feedback from stockholders and best practices into our executive compensation program design These objectives inform the design of our compensation program, which includes the following components: •Awarding fixed and variable Annual Incentive Compensation in an appropriate mix to align management incentives with shareholder value creation •Performing market comparisons to ensure that our compensation is in line with that of our Peer Group •Implementing strong compensation governance practices within a robust corporate governance framework 27

  18. measures over time, with increasingly long-duration incentive awards to be delivered based on drivers of shareholder

    | Compensation Governance Practices | | | AMG’s Board of Directors is committed to maintaining responsible compensation practices, and believes that rewards for the Company’s senior leaders should be commensurate with the results they achieve for our stockholders. Our strong governance procedures and practices with respect to employment and compensation include the following: | | | What we do | What we don’t do | | •Annual Say-on-Pay vote •Caps on Annual Incentive Compensation for each NEO, including the CEO •Annual cap on independent director equity awards •Equity ownership guidelines for NEOs and directors, as well as an equity holding policy for NEOs •One-year minimum vesting on equity awards •Double-trigger vesting upon change in control •Clawback policies •Mitigation of dilutive impact of equity awards through share repurchases •Formulaic Performance Assessment scorecard; pre-set objective quantitative metrics drive 100% of the assessment score, with achievement caps on each individual metric •Significant portion of overall variable compensation is in performance-based equity awards, with delivery tied to the achievement of pre-established performance targets based on key business metrics; majority of total equity awards are performance- based •A thorough risk assessment process, as described under “Risk Considerations in our Compensation Program” below •Retain an independent compensation consultant | •No employment agreements with any NEOs, including the CEO •No golden parachute change in control agreements with executives •No tax reimbursements or gross-ups for perquisites •No hedging or pledging of AMG securities by directors or officers •No option re-pricing or buy-outs of underwater stock options •No option grants with exercise price below grant date stock price •No payment of dividends on equity awards prior to vesting •No liberal share counting or recycling of shares tendered or surrendered to pay the exercise cost or tax obligation of grants •No “evergreen” equity plan feature •No excessive perquisites |

  19. Named Executive Officer Annual Compensation Determination Process and Results

    The Compensation Committee continued to integrate shareholder feedback to enhance the scorecard assessment and further align incentive pay with objective quantitative metrics related to AMG management’s ability to create shareholder value across capital allocation decisions. For performance year 2024, the Compensation Committee implemented a modest revision to further align the quantitative scorecard assessment with long-term returns and business objectives; the Annual Management Fee EBITDA metric was replaced with Annual Adjusted EBITDA to better reflect the growing contribution of performance fee earnings in our business. In addition to this refinement, the Compensation Committee further streamlined the quantitative scorecard assessment to nine metrics, resulting in an increased weighting of metrics based on AMG’s financials. The net effect of these changes implemented to refine the scorecard metrics was immaterial. Metric targets were set using an approach consistent with that of the prior year. Beginning in performance year 2023, the Compensation Committee implemented a 50% threshold level for both absolute earnings-related metrics, resulting in Committee-set or natural threshold values applying to 78% of the Performance Assessment scorecard.

  20. Named Executive Officer Annual Compensation Determination Process and Results

    | | Determine Peer Group to set NEO Target Payouts along with maximum payout levels CEO Target Total Payout was set at the Peer Median ($13.3mm); cap on Total Compensation set at $17.5mm (unchanged from prior years) Non-CEO NEO Target Payouts are informed by peer medians and other benchmarking data, and incorporate individuals’ AMG roles and responsibilities; individual caps established by the Compensation Committee | $13.3 CEO Target $17.5 CEO Maximum |

  21. Named Executive Officer Annual Compensation Determination Process and Results

    The Compensation Committee regularly reviews our Peer Group to ensure its ongoing relevance throughout the various stages of the Company’s growth and development, and to reflect on developments among our peers. In determining the Company’s Peer Group on an annual basis, the Compensation Committee applies a principles-based approach in considering both industry- and company-specific dynamics to identify the peers with which we compete for talent, client assets, and stockholder capital. As a result, the Committee focuses on peers within the asset management industry, as well as financial services companies with significant investment management components to their businesses, and does not, for example, include retail or investment banks, brokerage or custodian firms, or insurance companies. The Committee believes that success in the asset management industry, in particular, relies heavily on human talent, given the service-oriented and fee-based business model. In addition, the Compensation Committee recognizes that the companies within our Peer Group vary by business strategy, product concentration, and overall profitability. The nature of the roles of executives also varies by firm. For example, our senior management team has a differentiated skill-set in executing our unique business strategy of engaging in long-term partnerships with outstanding independent, partner-owned investment management firms. The Committee takes Peer Group comparisons into account and also forms its own perspective on appropriate compensation levels, considering additional factors with respect to unique elements of AMG officer roles and responsibilities. 31

  22. Named Executive Officer Annual Compensation Determination Process and Results

    | Our Peer Group was revised in 2024 with the removal of Ares, reducing the total number of peers to 12, to reflect AMG’s growth, overall changes in the asset management industry, and the business models, size, and scope of our competitors. The CEO Target Total Payout was set at $13.3 million, the median CEO compensation of the revised Peer Group. The CEO Target Total Payout increased 20% relative to the prior-year CEO Target Total Payout of $11.1 million, driven by higher compensation for CEOs in the Peer Group. The CEO Target Total Payout would have increased 37% relative to the prior-year amount, had Ares not been removed from the Peer Group. |

  23. Named Executive Officer Annual Compensation Determination Process and Results

    | Current Peer Group ($B) | | | 12 Peers | Market Capitalization as of 12/31/2024 | | AllianceBernstein Holding L.P. | $10.9 | | Artisan Partners Asset Management Inc. | 3.5 | | Blue Owl Capital Inc. | 36.0 | | The Carlyle Group Inc. | 18.9 | | Federated Hermes, Inc. | 3.3 | | Franklin Resources, Inc. | 10.7 | | Invesco Ltd. | 7.8 | | Janus Henderson Group plc | 6.7 | | Lazard Ltd. | 6.4 | | TPG Inc. | 24.8 | | Victory Capital Holdings, Inc. | 4.2 | | Virtus Investment Partners, Inc. | 1.6 | | Peer Median | $7.3 | | AMG | $5.8 |

  24. Named Executive Officer Annual Compensation Determination Process and Results

    For 2024, Annual Incentive Compensation for our Chief Executive Officer was capped at $17.5 million. The cap was unchanged from that set by the Committee in prior years. For 2024, the Target Total Payouts set for each other named executive officer was informed by the median of comparable roles at Peer Group companies, other industry benchmark data as advised by the independent Compensation Consultant, and the individual executive’s role, responsibilities, and tenure at the Company. In the case of Mr. Wojcik, Chief Operating Officer, the Target Total Payout reflected his new role and responsibilities as Chief Operating Officer beginning April 1, 2024, including leadership in capital formation and strategic execution in 2024, in addition to serving as Chief Financial Officer through March 2024. Ms. Ritchea joined the Company on April 1, 2024 as Chief Financial Officer, and the Target Total Payout reflected leadership in finance, capital management, and shareholder engagement since joining the Company. Ms. Padiyar was promoted to General Counsel on April 1, 2024, and the Target Total Payout reflected leadership in public company activities and corporate legal and regulatory matters. For Mses. Ritchea and Padiyar, the result of the Performance Assessment was applied to 75% of the total payout of Annual Incentive Compensation, given Ms. Ritchea’s hire date and Ms. Padiyar’s promotion date. For Mr. Jamal, Head of Affiliate Partnerships during 2024, the total payout of Annual Incentive Compensation reflected leadership in growth investments, across both new and existing Affiliates in 2024, and contemplated his upcoming retirement and reduced role. Consistent with prior years, the Compensation Committee applied a cap on Annual Incentive Compensation for each of our Chief Operating Officer, Head of Affiliate Partnerships, Chief Financial Officer, and General Counsel of $10.0 million. 32

  25. Named Executive Officer Annual Compensation Determination Process and Results

    The following table displays the 2024 targets and 2024 actual results for each individual metric considered in the Compensation Committee’s scorecard assessment. The scorecard was designed based on financial and strategic metrics that are expected to drive the performance of the business and share price over time. The Committee implemented a cap of 200% on the achievement level of each individual metric in addition to an aggregate cap on compensation. A score above 100% implies a payout above the target level. The final score of 118% incorporated the individual metric caps, and reflected good financial and operating performance for performance year 2024, measured against objective pre-determined targets in areas where management drives shareholder value:

  26. Named Executive Officer Annual Compensation Determination Process and Results

    | | Calculate Annual Incentive Compensation amount Apply weighted score of 118% to the Target Total Payout, yielding Annual Incentive Compensation of $15.0mm | $15.0 CEO Incentive Compensation |

  27. Named Executive Officer Annual Compensation Determination Process and Results

    The weighted Performance Assessment score of 118% was applied to the Target Total Payout for our President and Chief Executive Officer to produce Annual Incentive Compensation of $15.0 million. The weighted Performance Assessment score of 118% produced Annual Incentive Compensation of $7.9 million for the Chief Operating Officer. The results for the Chief Financial Officer and General Counsel were $3.6 million and $2.2 million, respectively.

  28. Named Executive Officer Annual Compensation Determination Process and Results

    | | Formulaically derive Annual Incentive Compensation payouts (cash and equity) (i)Determine the mix of cash bonus and total long-term equity incentive awards, using a pre- established tiered formula (ii)Allocate the equity awards across performance-based and time-based equity awards | CEO Incentive Awards | | | | $6.0 Cash | | | | $6.7 Perf.-Based Equity | | | | $2.2 Time-Based Equity |

  29. Named Executive Officer Annual Compensation Determination Process and Results

    The final amount of Annual Incentive Compensation for the President and Chief Executive Officer was then allocated between cash bonus and long-term equity awards using a pre-established tiered formula, consistent with that used in prior years, in which the first $5 million in incentive compensation is split as 50% equity and 50% cash, the next $5 million is split as 60% equity and 40% cash, and any incentive compensation thereafter is split as 70% equity and 30% cash. The application of the pre-established tiered formula resulted in a formulaic cash bonus of $6.0 million (40%) and a formulaic equity incentive award amount of $9.0 million (60%) for the President and Chief Executive Officer. This formulaic equity incentive award amount was granted 25% in the form of Long-Term Deferred Equity Awards and 75% in the form of Long-Term Performance Achievement Awards, consistent with the Committee’s newly adopted targeted allocations beginning for performance year 2024. Beginning with performance year 2024, the vesting duration of Long-Term Performance Achievement Awards was increased to four-year cliff-vesting, compared with three-year cliff-vesting in the performance-based equity awards from the prior year. This change, which was coupled with a performance measurement period elongated to four years (from three years), was implemented to further enhance the alignment of executive realized compensation with long-term shareholder value creation. Long-Term Performance Achievement Awards are tied to rigorous, transparent financial targets measured over the four-year measurement period. These Awards are only deliverable if minimum Average ROE levels are met (measured over the applicable performance measurement period). In addition, beginning with performance year 2024, Long-Term Performance Achievement Awards granted included a second metric tied to the achievement of a rigorous 4-Year Cumulative EEPS target. The maximum payout potential for the Long-Term Performance Achievement Awards granted in respect of performance year 2024 is 200%, which would only occur if the maximum levels of each of the Average ROE and Cumulative EEPS targets were achieved. The Average ROE target range for the 2024 Long-Term Performance Achievement Awards (achievement levels at which 100% of the shares would be delivered) was set at 16–17%, consistent with levels set for 2023. If Average ROE over the measurement periods for such awards is (i) below 10%, no shares underlying the initial award will be issued and distributed; and (ii) between 10% and 22%, a ratable portion between 40% and up to a maximum of 150% of the shares underlying the award will be issued and distributed. The Compensation Committee reviews the Average ROE target at least annually, and recently increased the rigor of the target for awards issued in respect of performance year 2022 as detailed in the Company’s definitive proxy statement for its 2023 Annual Meeting of Stockholders (the “2023 Proxy Statement”); this approach was again utilized for the awards issued in respect of performance year 2024, as supplemented by the addition of the metric described below. The 4-Year Cumulative EEPS target range for the 2024 Long-Term Performance Achievement Awards was set at $88 to $95 per share. If Average ROE over the measurement periods for such awards is at least 10% and 4-Year Cumulative EEPS over the measurement periods for such awards is between $88 and $95, an additional ratable portion of between 25% and 50% of the shares underlying the award will be issued and distributed. 34

  30. Summary of Performance Assessment Target Descriptions and Rationale, and 2024 Target Setting Process

    Summary of Performance Assessment Target Descriptions and Rationale, and 2024 Target Setting Process The following is a summary of the metrics utilized in the Performance Assessment scorecard, including the rationale for including each metric and the methodology used in setting the individual metric targets. In setting the targets for the revised quantitative scorecard during the first half of the year, the Compensation Committee employed a disciplined methodology, relying on informed views of performance expectations.

  31. Summary of Performance Assessment Target Descriptions and Rationale, and 2024 Target Setting Process

    | Incentive Compensation Performance Assessment: Metric Descriptions / Rationale and Target-Setting Methodology | | | | Metric | Description / Rationale | Target-Setting Methodology | | Annual Adjusted EBITDA | •Key top-line growth metric at AMG tied to the long-term value creation of the business, measuring AMG profit net of interest expense, taxes, and non-cash depreciation amortization — indicates the condition of AMG’s Affiliate earnings on an ownership-weighted basis, the efficacy of capital reinvested for growth, and management of corporate expenses •In performance year 2024, this metric, which includes annual performance fee earnings, replaced Annual Management Fee EBITDA, to better reflect the growing contribution of performance fee earnings in our business | •Annual growth in Adjusted EBITDA is influenced by the following primary factors: 1.Change in market asset levels for the year (time weighted), estimated based on publicly available market composite data (“Beta”); 2.Relative investment performance by AMG’s Affiliates; 3.Asset-based fee rates and annual performance fee earnings generation; 4.Annual expenses incurred by AMG and certain of our Affiliates; 5.AMG’s ownership levels across our Affiliate group; and 6.Adjusted EBITDA contributed by new Affiliate investments •For performance year 2024, the Committee adopted a target of +3% growth relative to reported Adjusted EBITDA for 2023 •We believe that the resulting target is a rigorous metric given that the year-over-year change in Adjusted EBITDA is reflective of management’s execution against its strategy (described above) and regardless of the impact of Beta on AMG’s business across a range of reasonable market outcome scenarios •Beginning in 2023, a minimum threshold was included in measuring this metric, set at 50% of the target, and below which the metric would result in 0% achievement | | Annual Economic Earnings per Share (EEPS) | •Most comprehensive measure of overall earnings contribution on a per-unit basis; please refer to AMG’s most recent Annual Report on Form 10-K for a full definition •Incorporates aggregate condition of Affiliates, corporate expenses, capital structure, tax exposure, and the full weight of capital allocation decisions (deployment of capital into growth investments and share repurchases) | •EEPS is a key non-GAAP performance metric •Annual growth in EEPS is influenced by similar principal factors that affect Adjusted EBITDA (see #s 1-6 above) and also includes the impact of taxes, interest expense, and share repurchases •For performance year 2024, the Committee adopted a target of +5% growth relative to the prior-year actual achievement, consistent with the approach for performance year 2023 •We believe that the resulting EEPS target is a rigorous metric given that the year-over-year change in EEPS is reflective of management’s execution against its strategy, regardless of the impact of Beta on AMG’s business across a range of reasonable market outcome scenarios •Beginning in 2023, a minimum threshold was included in measuring this metric, set at 50% of the target, and below which the metric would result in 0% achievement |

  32. Risk Considerations in our Compensation Program

    Risk Considerations in our Compensation Program The Compensation Committee has discussed the concept of risk as it relates to our compensation program with our management team and with our Compensation Consultant. The Compensation Committee does not believe that the goals or the underlying philosophy of our compensation program encourage excessive or inappropriate risk-taking, or create risks that are reasonably likely to have a material adverse effect on the Company. Throughout our compensation program, compensation is aligned with long-term stockholder interests and increases in shareholder value. The named executive officers’ salaries are fixed in amount and typically account for a relatively small minority of their Total Compensation. For 2024, all Annual Incentive Compensation for the Chief Executive Officer and the Chief Operating Officer, and the majority of Annual Incentive Compensation for the Chief Financial Officer and the General Counsel, was determined by applying the result of the Performance Assessment, which links incentive award payouts to pre-established performance targets (with caps on the scoring of individual metrics) to a peer-benchmarked pay target, and the total Annual Incentive Compensation of each named executive officer was subject to a maximum payout. The Compensation Committee also reviews the output of the scorecard and the resulting incentive compensation to ensure that the output is consistent with the design of the plan. The Committee could apply incremental discretion for a variety of factors, including, but not limited to, a result inconsistent with the plan design, factors that arise after establishing the Peer Group, payout targets, and scorecard metrics earlier in the year (no discretion was applied in 2024). Annual Incentive Compensation is then allocated between cash bonus and long- term equity awards using a pre-established tiered formula, resulting in formulaic cash bonus and equity incentive award amounts. In addition, a substantial portion of executive compensation is in the form of equity incentive awards, a majority of which are subject to specific pre-established performance targets, which further aligns executives’ interests with those of our stockholders. We believe that these awards do not encourage excessive or inappropriate risk-taking given that the value of the awards is tied to the Company’s performance, and the awards are subject to long-term vesting schedules to help ensure that executives have significant value tied to long-term performance.

  33. Equity Grant Policy

    Equity Grant Policy We grant all equity awards, including stock options, under the terms of an equity grant policy. Pursuant to the policy, we generally grant equity awards to our named executive officers at regularly scheduled meetings of the Compensation Committee in the first quarter, and to directors at regularly scheduled meetings of the Compensation Committee in the first quarter and in the third quarter, although the Committee retains discretion to grant awards at other times during the year. If the date of a Committee approval of an equity grant falls within a regularly scheduled quarterly blackout period under the Trading Policy, the awards will not become effective and are not priced until the closing of the last day of the blackout period following the public release of our earnings results for the prior quarter and/or year, as applicable. In all other cases, the effective grant date of any equity awards will be the date of the relevant Committee meeting or written consent. We do not have any program, plan, or practice to time equity awards to employees or directors in coordination with the release of material non-public information.

  34. EXECUTIVE COMPENSATION TABLES

    EXECUTIVE COMPENSATION TABLES The following tables provide information regarding the compensation arrangements for the years indicated with respect to the Company’s Chief Executive Officer, Chief Financial Officer, and other executive officers during the fiscal year ended December 31, 2024 (collectively, the “named executive officers”). Equity awards granted in March 2025 in recognition of performance during fiscal year 2024 do not appear in the following Summary Compensation Table or the Grants of Plan-Based Awards table because SEC rules require equity awards to be reported in these tables in the fiscal year of grant, even where the awards are intended to compensate executives for performance in a prior year. For information on the equity awards granted in March 2025 in recognition of 2024 performance, please refer to the discussion in the “Compensation Discussion and Analysis” section of this Proxy Statement.

  35. Summary Compensation Table

    Summary Compensation Table

  36. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Non-Equity Incentive Plan Compensation ($)(1) | Stock Awards ($) | All Other Compensation ($)(2) | Total ($) | | Jay C. Horgen ............................................ | 2024 | 750,000 | 5,986,000 | 6,226,000(3) | 68,846 | 13,030,846 | | President and Chief Executive Officer | 2023 | 750,000 | 4,811,000 | 8,990,000(4) | 66,823 | 14,617,823 | | | 2022 | 750,000 | 5,995,000 | 6,925,000(5) | 73,212 | 13,743,212 | | Thomas M. Wojcik(6) .................................. | 2024 | 500,000 | 3,441,000 | 2,539,000(3) | 28,845 | 6,508,845 | | Chief Operating Officer | 2023 | 500,000 | 2,526,000 | 3,501,000(4) | 23,640 | 6,550,640 | | | 2022 | 500,000 | 3,167,000 | 2,950,000(5) | 32,140 | 6,649,140 | | Rizwan M. Jamal(7) .................................... | 2024 | 500,000 | 1,750,000 | 2,539,000(3) | 38,372 | 4,827,372 | | Managing Director, Affiliate Partnerships | 2023 | 500,000 | 2,526,000 | 3,539,000(4) | 32,670 | 6,597,670 | | | 2022 | 500,000 | 3,193,000 | 4,250,000(5) | 41,170 | 7,984,170 | | Dava E. Ritchea(8) ...................................... | 2024 | 375,000 | 1,594,000 | 3,500,000(8) | 6,883 | 5,475,883 | | Chief Financial Officer | | | | | | | | Kavita Padiyar(9) ......................................... | 2024 | 456,250 | 857,000 | 577,500(3) | 32,265 | 1,923,015 | | General Counsel and Corporate Secretary | | | | | | |

  37. Summary Compensation Table

    (1)For 2024, amounts represent performance-based cash bonuses awarded in recognition of performance in 2024, determined using the Performance Assessment scorecard and framework, applying a formulaic score to Target Total Payout levels set based on peer benchmarking, and allocating between cash bonus and long-term equity awards using a pre-established tiered formula, as more fully described in the “Compensation Discussion and Analysis” section of this Proxy Statement. For Mses. Ritchea and Padiyar, the result of the Performance Assessment was applied to 75% of respective Target Total Payout levels, given Ms. Ritchea’s hire date and Ms. Padiyar’s promotion date. (2)For 2024, “All Other Compensation” consisted of (i) contributions to a 401(k) profit-sharing or similar pension plan in the amount of $20,700 on behalf of Mr. Horgen, Mr. Wojcik, Mr. Jamal, and Ms. Padiyar, (ii) medical benefits and life and long-term disability insurance premiums with respect to each named executive officer, and (iii) tax preparation services with respect to each named executive officer. The Company does not provide tax reimbursements for any perquisite. The Company’s executive officers may invest from time to time in Affiliate funds or products under arrangements described in “Other Matters – Related Person Transactions” at no incremental cost to the Company. (3)Represents the aggregate grant date fair value (computed in accordance with FASB ASC Topic 718) of the following equity incentive awards consisting of restricted stock units granted under the Company’s 2020 Equity Incentive Plan (the “2020 Stock Plan”) in March 2024 in recognition of performance in 2023: (i) 2023 Long-Term Deferred Equity Awards granted to Mr. Horgen, Mr. Wojcik, Mr. Jamal, and Ms. Padiyar with grant date fair values of $2,490,000, $1,020,000, $1,020,000, and $346,500, respectively, and (ii) 2023 Long-Term Performance Achievement Awards granted to Mr. Horgen, Mr. Wojcik, Mr. Jamal, and Ms. Padiyar with grant date fair values of $3,736,000, $1,519,000, $1,519,000, and $231,000, respectively. The portions of the 2023 Long-Term Performance Achievement Awards that will be eligible to vest will be determined based on the Company’s level of achievement measured against pre-established performance targets measuring the Company’s Average ROE, as defined in “2024 Compensation Program Overview and Enhancements” on page 6, over a three-year measurement period ending on December 31, 2026. If Average ROE is below 10% for the measurement period, no shares underlying the initial award will be issued and distributed. If Average ROE is between 10% and 22% for the measurement period, a ratable portion between 40% and up to a maximum of 150% of the shares underlying the award will be issued and distributed, with 100% of the shares underlying the initial award issued and distributed if an Average ROE of between 16% and 17% is achieved. The grant date fair value of the 2023 Long- Term Performance Achievement Awards assumes that the midpoint level of Average ROE will be achieved. For details on the assumptions made in the valuation of these and the other awards described herein, see the “Share-Based Compensation” note to the Consolidated Financial Statements included in the Company’s 2024 Annual Report on Form 10-K. 39 (4)Represents the aggregate grant date fair value (computed in accordance with FASB ASC Topic 718) of the following equity incentive awards consisting of restricted stock units granted under the 2020 Stock Plan in March 2023 in recognition of performance in 2022: (i) 2022 Long- Term Deferred Equity Awards granted to Mr. Horgen, Mr. Wojcik, and Mr. Jamal with grant date fair values of $3,147,000, 1,225,000, and $1,239,000, respectively, (ii) 2022 Long-Term Performance Achievement Awards (three-year cliff vesting) granted to Mr. Horgen, Mr. Wojcik, and Mr. Jamal with grant date fair values of $2,921,500, $1,138,000, and $1,150,000, respectively, and (iii) 2022 Long-Term Performance Achievement Awards (five-year cliff vesting) granted to Mr. Horgen, Mr. Wojcik, and Mr. Jamal with grant date fair values of $2,921,500, $1,138,000, and $1,150,000, respectively. The portions of each of the 2022 Long-Term Performance Achievement Awards (three-year cliff vesting) and the 2022 Long-Term Performance Achievement Awards (five-year cliff vesting) that will be eligible to vest will be determined based on the Company’s level of achievement measured against pre-established performance targets measuring the Company’s Average ROE over a three-year measurement period ending on December 31, 2025, and over a five-year measurement period ending on December 31, 2027, respectively. If Average ROE is below 10% for each of the three- or five-year measurement periods, no shares underlying the applicable initial award will be issued and distributed. If Average ROE is between 10% and 22% for each of the three- or five-year measurement periods, a ratable portion between 40% and up to a maximum of 150% of the shares underlying the applicable initial award will be issued and distributed, with 100% of the shares underlying the applicable initial award issued and distributed if an Average ROE of between 16% and 17% is achieved. The grant date fair value of each of the 2022 Long-Term Performance Achievement Awards (three-year cliff vesting) and 2022 Long-Term Performance Achievement Awards (five-year cliff vesting) assumes that the midpoint level of Average ROE will be achieved. (5)Represents the aggregate grant date fair value (computed in accordance with FASB ASC Topic 718) of the following equity incentive awards consisting of restricted stock units granted under the 2020 Stock Plan in March 2022 in recognition of performance in 2021: (i) 2021 Long- Term Deferred Equity Awards granted to Mr. Horgen, Mr. Wojcik, and Mr. Jamal with grant date fair values of $2,770,000, $1,180,000, and $1,700,000, respectively, and (ii) 2021 Long-Term Performance Achievement Awards granted to Mr. Horgen, Mr. Wojcik, and Mr. Jamal with grant date fair values of $4,155,000, $1,770,000, and $2,550,000, respectively. The portions of the 2021 Long-Term Performance Achievement Awards that will be eligible to vest will be determined based on the Company’s level of achievement measured against pre- established performance targets measuring the Company’s Average ROE over a three-year measurement period ending on December 31, 2024. If Average ROE is below 10% for the measurement period, no shares underlying the initial award will be issued and distributed. If Average ROE is between 10% and 25% for the measurement period, a ratable portion between 20% and up to a maximum of 150% of the shares underlying the award will be issued and distributed, with 100% of the shares underlying the initial award issued and distributed if an Average ROE of between 18% and 20% is achieved. The grant date fair value of the 2021 Long-Term Performance Achievement Awards assumes that the midpoint level of Average ROE will be achieved. (6)Mr. Wojcik served as our Chief Financial Officer through March 2024, before transitioning to the role of Chief Operating Officer as of April 1, 2024. (7)In connection with his forthcoming retirement from the Company, Mr. Jamal stepped down from his role as Head of Affiliate Investments and as an executive officer of the Company in the first quarter of 2025. Mr. Jamal remains with the Company as Managing Director, Affiliate Partnerships. (8)Ms. Ritchea joined the Company in April 2024 and, therefore, no compensation is included in the tables for years prior to 2024. In May 2024, Ms. Ritchea received the following one-time retention and make-whole awards granted under the 2020 Stock Plan in connection with the commencement of her employment: (i) Initial Long-Term Performance Achievement Award (three-year cliff vesting) with a grant date fair

  38. Summary Compensation Table

    value of $2,625,000 and (ii) Initial Long-Term Performance Achievement Award (five-year cliff vesting) with a grant date fair value of $875,000. The portions of each of the Initial Long-Term Performance Achievement Award (three-year cliff vesting) and the Initial Long-Term Performance Achievement Award (five-year cliff vesting) that will be eligible to vest will be determined based on the Company’s level of achievement measured against pre-established performance targets measuring the Company’s Average ROE over a three-year measurement period ending on December 31, 2026, and over a five-year measurement period ending on December 31, 2028, respectively. If Average ROE is equal to or less than 11% for each of the three- or five-year measurement periods, 50% of the shares underlying the applicable initial award will be issued and distributed. If Average ROE is between 12% and 22% for each of the three- or five-year measurement periods, a ratable portion between 60% and up to a maximum of 150% of the shares underlying the applicable award will be issued and distributed, with 100% of the shares underlying the applicable initial award issued and distributed if an Average ROE of between 16% and 17% is achieved. The grant date fair value of each of the Initial Long-Term Performance Achievement Award (three-year cliff vesting) and the Initial Long-Term Performance Achievement Award (five-year cliff vesting) assumes that the midpoint level of Average ROE will be achieved. (9)Ms. Padiyar was first designated an executive officer of the Company in April 2024 and, therefore, no compensation is included in the tables for years prior to 2024. 40

  39. Grants of Plan-Based Awards in Fiscal Year 2024

    Grants of Plan-Based Awards in Fiscal Year 2024

  40. Grants of Plan-Based Awards in Fiscal Year 2024

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Jay C. Horgen ........... | — | — | 5,267,534 | 6,525,000 | — | — | — | — | — | | | 3/5/2024(2) | — | — | — | — | — | — | 15,702 | 2,490,000 | | | 3/5/2024(3) | — | — | — | — | 23,559 | 35,339 | — | 3,736,000 | | Thomas M. Wojcik ............. | — | — | 2,961,689 | 4,300,000 | — | — | — | — | — | | | 3/5/2024(2) | — | — | — | — | — | — | 6,432 | 1,020,000 | | | 3/5/2024(3) | — | — | — | — | 9,579 | 14,369 | — | 1,519,000 | | Rizwan M. Jamal .............. | — | — | 1,750,000 | 4,300,000 | — | — | — | — | — | | | 3/5/2024(2) | — | — | — | — | — | — | 6,432 | 1,020,000 | | | 3/5/2024(3) | — | — | — | — | 9,579 | 14,369 | — | 1,519,000 | | Dava E. Ritchea ........... | — | — | 1,375,000 | 4,300,000 | — | — | — | — | — | | | 5/6/2024(4) | — | — | — | — | 16,695 | 25,043 | — | 2,625,000 | | | 5/6/2024(5) | — | — | — | — | 5,565 | 8,348 | — | 875,000 | | Kavita Padiyar ........... | — | — | 725,000 | 4,300,000 | — | — | — | — | — | | | 3/5/2024(2) | — | — | — | — | — | — | 2,185 | 346,500 | | | 3/5/2024(3) | — | — | — | — | 1,457 | 2,186 | — | 231,000 |

  41. Grants of Plan-Based Awards in Fiscal Year 2024

    (1)Represents the range of performance-based cash bonus opportunities for performance year 2024. The amounts presented above are calculated using the Performance Assessment scorecard and framework, applying a pre-established tiered formula allocating between cash bonus and long-term equity awards, subject to payout caps, to the overall Target Total Payout, which is set based on peer benchmarking, and the maximum possible Annual Incentive Compensation amount; both amounts are inclusive of all cash and equity compensation. The amounts reported in the (i) “Target” sub-column reflect the application of an assumed Performance Assessment score of 100% and (ii) “Maximum” sub- column reflect the application of individual payout caps. Actual amounts earned for performance in 2024 are included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above. AMG’s Annual Incentive Compensation determination process is more fully described in the “Compensation Discussion and Analysis” section of this Proxy Statement. (2)Represents 2023 Long-Term Deferred Equity Awards granted in March 2024 under the 2020 Stock Plan in recognition of performance in 2023, vesting in four equal installments on March 5, 2025, 2026, 2027, and 2028, subject to continued employment through each vesting date (with certain limited exceptions in the case of death, disability, Retirement, or certain terminations of employment in connection with a change in control. To be eligible for “Retirement,” the named executive officer must (a) have completed at least 120 months (10 years) of service, provided that if the individual has reached the age of 60 years, such service requirement shall be reduced to 96 months (8 years) of service, and (b) have a number of completed months of service plus age in months that, when summed, equals at least 780 months (65 years). Upon Retirement, qualifying awards continue to vest post-termination in accordance with the original schedule, subject to any applicable performance conditions and compliance with certain covenants). The grant date fair value has been computed in accordance with FASB ASC Topic 718. (3)Represents 2023 Long-Term Performance Achievement Awards granted in March 2024 under the 2020 Stock Plan in recognition of performance in 2023, vesting in full on March 5, 2027, subject to continued employment through the vesting date (with certain limited exceptions in the case of death, disability, Retirement, certain terminations of employment in connection with a change in control, or terminations of employment other than for cause or by the employee for good reason). As further described in the Summary Compensation Table above, the number of shares of common stock of the Company underlying each 2023 Long-Term Performance Achievement Award that may be issued and distributed for each restricted stock unit is based on the Company’s level of achievement measured against pre-established performance targets measuring the Company’s Average ROE over a three-year measurement period ending on December 31, 2026. The grant date fair value has been computed in accordance with FASB ASC Topic 718, and assumes that the midpoint level of Average ROE will be achieved. (4)Represents the Initial Long-Term Performance Achievement Award (three-year cliff vesting) granted in May 2024 under the 2020 Stock Plan in connection with the commencement of Ms. Ritchea’s employment with the Company, vesting in full on March 5, 2027, subject to continued employment through the vesting date (with certain limited exceptions in the case of death, disability, certain terminations of employment in connection with a change in control, or terminations of employment other than for cause or by the employee for good reason). As further described in the Summary Compensation Table above, the number of shares of common stock of the Company underlying the Initial Long-Term Performance Achievement Award (three-year cliff vesting) that may be issued and distributed for each restricted stock unit is based on the Company’s level of achievement measured against pre-established performance targets measuring the Company’s Average ROE over a three- year measurement period ending on December 31, 2026. The grant date fair value has been computed in accordance with FASB ASC Topic 718, and assumes that the midpoint level of Average ROE will be achieved. (5)Represents the Initial Long-Term Performance Achievement Award (five-year cliff vesting) granted in May 2024 under the 2020 Stock Plan in connection with the commencement of Ms. Ritchea’s employment with the Company, vesting in full on March 5, 2029, subject to continued employment through the vesting date (with certain limited exceptions in the case of death, disability, certain terminations of employment in connection with a change in control, or terminations of employment other than for cause or by the employee for good reason). As further described in the Summary Compensation Table above, the number of shares of common stock of the Company underlying the Initial Long-Term Performance Achievement Award (five-year cliff vesting) that may be issued and distributed for each restricted stock unit is based on the Company’s level of achievement measured against pre-established performance targets measuring the Company’s Average ROE over a five- year measurement period ending on December 31, 2028. The grant date fair value has been computed in accordance with FASB ASC Topic 718, and assumes that the midpoint level of Average ROE will be achieved. 41

  42. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End

  43. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#)(1) | Number of Securities Underlying Unexercised Options Unexercisable (#)(2) | Option Exercise Price ($) | Option Expiration Date | Number of Shares of Stock That Have Not Vested (#)(3) | Market or Payout Value of Shares of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares of Stock That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market Value of Unearned Shares of Stock That Have Not Vested ($) | | Jay C. Horgen ............ | 300,000 | — | 74.49 | 8/15/2026 | 91,871 | 16,988,785 | 59,905 | 11,077,633 | | Thomas M. Wojcik ..... | 170,645 | — | 74.49 | 8/15/2026 | 38,760 | 7,167,499 | 23,737 | 4,389,446 | | Rizwan M. Jamal ....... | — | — | — | — | 49,878 | 9,223,440 | 23,887 | 4,417,184 | | Dava E. Ritchea ......... | — | — | — | — | — | — | 22,260 | 4,116,319 | | Kavita Padiyar ............ | — | 74,085 | 73.81 | 3/3/2027 | 9,153 | 1,692,573 | 3,074 | 568,444 |

  44. Outstanding Equity Awards at 2024 Fiscal Year-End

    (1)Represents Alignment Options pursuant to the Long-Term Equity Alignment Awards granted in August 2019 under the Company’s 2011 Stock Option and Incentive Plan (the “2011 Plan”), which vested on August 15, 2024. (2)Represents options granted under the 2011 Plan on March 3, 2020, vesting on March 3, 2025, the exercise of which is subject to the Company’s level of achievement measured against pre-established performance targets measuring Average ROE over a five-year measurement period ending on December 31, 2023. If Average ROE is between 12% and 20% or above for such measurement period, a ratable portion between 50% and up to a maximum of 150% of the shares underlying the award will be eligible for exercise, with 100% of the shares underlying the award becoming eligible for exercise if a midpoint of 16% Average ROE is achieved for the measurement period. If Average ROE is equal to or less than 12% for the measurement period, 50% of the shares underlying the award will be eligible for exercise. Any portion of the award that will not be delivered following the five-year performance period will be forfeited. The number of shares underlying the options presented in this column reflects the Company’s actual level of performance achieved relative to the pre-established targets. (3)Represents the following awards of restricted stock units: (i) 2023 Long-Term Deferred Equity Awards granted under the 2020 Stock Plan in March 2024, vesting in four equal installments on March 5, 2025, 2026, 2027, and 2028, (ii) 2022 Long-Term Deferred Equity Awards granted under the 2020 Stock Plan in March 2023, vesting in four equal installments on March 5, 2024, 2025, 2026, and 2027, (iii) 2021 Long-Term Deferred Equity Awards granted under the 2020 Stock Plan in March 2022, vesting in four equal installments on March 5, 2023, 2024, 2025, and 2026, (iv) 2020 Long-Term Deferred Equity Awards granted under the 2020 Stock Plan in March 2021, vesting in four equal installments on March 5, 2022, 2023, 2024, and 2025, and (v) 2021 Long-Term Performance Achievement Awards granted under the 2020 Stock Plan in March 2022, vesting in full on March 5, 2025, with the portion of such awards eligible to vest determined based on the Company’s Average ROE during the three-year measurement period ending on December 31, 2024, measured against pre-established performance targets. See the Summary Compensation Table for additional details, including relevant performance conditions for the 2021 Long-Term Performance Achievement Awards. The number and market value of shares of stock that have not yet vested underlying the 2021 Long-Term Performance Achievement Awards presented above reflects the Company’s actual level of performance achieved relative to the pre-established targets. For each of these awards, vesting is subject to continued employment through each vesting date (with certain limited exceptions in the case of death, disability, Retirement, certain terminations of employment in connection with a change in control, and in the case of the 2021 Long-Term Performance Achievement Awards, terminations of employment other than for cause or by the employee for good reason). These awards participate in cash dividends declared by the Company, the payment of which is deferred until delivery of the shares and is forfeited if the requisite service period or any performance conditions are not satisfied. (4)Represents the following awards of restricted stock units: (A), for each named executive officer other than Ms. Ritchea, (i) 2023 Long-Term Performance Achievement Awards granted under the 2020 Stock Plan in March 2024, vesting in full on March 5, 2027, with the portion of such awards eligible to vest determined based on the Company’s Average ROE during the three-year measurement period ending on December 31, 2026, measured against pre-established performance targets, and (ii) 2022 Long-Term Performance Achievement Awards (three-year cliff vesting) granted under the 2020 Stock Plan in March 2023, vesting in full on March 5, 2026, with the portion of such awards eligible to vest determined based on the Company’s Average ROE during the three-year measurement period ending on December 31, 2025, measured against pre-established performance targets; (B), for each named executive officer other than Mses. Ritchea and Padiyar, 2022 Long-Term Performance Achievement Awards (five-year cliff vesting) granted under the 2020 Stock Plan in March 2023, vesting in full on March 5, 2028, with the portion of such awards eligible to vest determined based on the Company’s Average ROE during the five-year measurement period ending on December 31, 2027, measured against pre-established performance targets; and (C), for Ms. Ritchea, (x) the Initial Long-Term Performance Achievement Award (three-year cliff vesting) granted under the 2020 Stock Plan in May 2024, vesting in full on March 5, 2027, with the portion of such award eligible to vest determined based on the Company’s Average ROE during the three- year measurement period ending on December 31, 2026, measured against pre-established performance targets, and (y) the Initial Long- Term Performance Achievement Award (five-year cliff vesting) granted under the 2020 Stock Plan in May 2024, vesting in full on March 5, 2029, with the portion of such award eligible to vest determined based on the Company’s Average ROE during the five-year measurement period ending on December 31, 2028, measured against pre-established performance targets. As of December 31, 2024, the achievement of the relative performance targets for these awards had not yet been determined. For each of these awards, vesting is subject to continued employment through each vesting date (with certain limited exceptions in the case of death, disability, certain terminations of employment in connection with a change in control, or terminations of employment other than for cause or by the employee for good reason, and in the case of the 2023 Long-Term Performance Achievement Awards, the 2022 Long-Term Performance Achievement Awards (three-year cliff vesting), and the 2022 Long-Term Performance Achievement Awards (five-year cliff vesting), Retirement). Each of these awards participates 42 in cash dividends declared by the Company, the payment of which is deferred until delivery of the shares and is forfeited if the requisite service period or any performance conditions are not satisfied. See the Summary Compensation Table for additional details regarding these awards and relevant performance conditions. For purposes of calculating the number and market value of unearned shares of stock that have not yet vested in the above table, consistent with the grant date fair value determinations, the calculations assume that the midpoint performance level is achieved for each of these awards.

  45. Option Exercises and Stock Vested in Fiscal Year 2024

    Option Exercises and Stock Vested in Fiscal Year 2024

  46. Option Exercises and Stock Vested in Fiscal Year 2024

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#)(2) | Value Realized on Vesting ($)(3) | | Jay C. Horgen ................................................................................... | 300,000 | 30,078,000 | 41,170 | 6,487,268 | | Thomas M. Wojcik ............................................................................ | 202,500 | 20,466,150 | 21,726 | 3,426,392 | | Rizwan M. Jamal ............................................................................... | 428,807 | 41,920,172 | 22,201 | 3,504,381 | | Dava E. Ritchea ................................................................................ | — | — | — | — | | Kavita Padiyar ................................................................................... | — | — | 7,634 | 1,202,527 |

  47. Option Exercises and Stock Vested in Fiscal Year 2024

    (1)Reflects the aggregate value realized upon the exercise of options in 2024. The exercise price of the options was $74.49, which was equal to the fair market value of a share of the Company’s common stock on the applicable date of grant. (2)Reflects the portions vested in 2024 of the following awards of restricted stock units: (i) 2022 Long-Term Deferred Equity Awards granted in March 2023 under the 2020 Stock Plan, (ii) 2021 Long-Term Deferred Equity Awards granted in March 2022 under the 2020 Stock Plan, (iii) 2020 Long-Term Deferred Equity Awards granted in March 2021 under the 2020 Stock Plan, (iv) 2020 Long-Term Performance Achievement Awards granted in March 2021 under the 2020 Stock Plan (150% of such awards, reflecting the maximum level of performance achieved relative to the targets), and (v) 2019 Long-Term Deferred Equity Awards granted in March 2020 under both the Company’s 2013 Incentive Stock Award Plan (the “2013 Stock Plan”) and Deferred Compensation Plan (the “Deferred Compensation Plan”). For Ms. Padiyar, also includes the portion vested in 2024 under the third and final tranche of a performance-based restricted stock unit award granted in March 2020 under the Deferred Compensation Plan (100% of such award, reflecting the maximum level of performance achieved relative to the target). (3)Represents the value of the portions vested in 2024 of each of the awards listed in footnote (2) above, determined as of the date of vesting.

  48. Pay Versus Performance Table

    Pay Versus Performance Table

  49. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for Principal Executive Officer (“PEO”) ($)(1) | Compensation Actually Paid to PEO ($)(2) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers (“Other NEOs”) ($)(3) | Average Compensation Actually Paid to Other NEOs ($)(2) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($mm) | Company- Selected Measure: EEPS ($)(5) | | | | | | | TSR (Calculated per Item 201(e) of Reg S-K) ($) | Peer Group TSR (Calculated per Item 201(e) of Reg S-K) ($)(4) | | | | 2024 | 13,030,846 | 33,455,326(6) | 4,683,779 | 12,622,004(6) | 219 | 164 | 740.6 | 21.36 | | 2023 | 14,617,823 | 4,737,760 | 5,667,535 | 11,365 | 180 | 144 | 906.1 | 19.48 | | 2022 | 13,743,212 | 12,828,824 | 5,648,688 | 5,767,013 | 188 | 123 | 1,388.1 | 20.02 | | 2021 | 9,063,156 | 50,596,284(6) | 3,960,965 | 20,158,091(6) | 195 | 142 | 890.1 | 18.05 | | 2020 | 7,632,026 | 19,261,190 | 2,346,688 | 4,431,940 | 121 | 114 | 427.0 | 13.30 |

  50. Pay Versus Performance Table

    (1)For each of 2024, 2023, and 2022, represents the total compensation as reported in the Summary Compensation Table included in this Proxy Statement for Mr. Horgen, the Company’s President and Chief Executive Officer. For 2021 and 2020, represents the total compensation as reported in the Summary Compensation Table for Mr. Horgen in the 2023 Proxy Statement. (2)“Compensation Actually Paid” represents a calculation of compensation under SEC rules that differs significantly from the Summary Compensation Table presentation of compensation, as well as from the way in which the Compensation Committee views annual compensation decisions, as discussed in the “Compensation Discussion and Analysis” section of this Proxy Statement. The figures reported in this column do not reflect the actual amount of compensation earned by or paid to Mr. Horgen and the Other NEOs during the applicable calendar year or for the applicable performance year. To calculate “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Other NEOs,” the below adjustments were made to total compensation as reported in the Summary Compensation Table. The adjustments were calculated according to the prescribed method determined by the SEC for the calculation of Compensation Actually Paid for the periods presented. For equity awards with performance-based vesting conditions, fair value as of the applicable year-end is based on the probable outcome of such conditions as of year-end. There were no other assumptions made in the valuation of equity awards that differ materially from those disclosed at the time of grant. 43

  51. Pay Versus Performance Table

    | Year | Summary Compensation Table Total ($) | Less Reported Value of Equity Awards for the Covered Year ($) | Plus Year-End Fair Value of Outstanding Unvested Equity Awards Granted in the Covered Year ($) | Change in Fair Value as of Year-End of Outstanding Unvested Equity Awards Granted in Prior Years ($) | Change in Fair Value as of Year-End of Equity Awards Granted in Prior Years that Vested in the Covered Year ($) | Plus Vesting Date Fair Value of Equity Awards Granted in the Covered Year and that Vested in the Same Year ($)(7) | Deduct Fair Value as of Prior Year- End of Equity Awards that Failed to Meet Applicable Vesting Conditions During the Covered Year ($) | Add Fair Value of Dividends or Other Earnings Paid on Stock or Option Awards that are not Otherwise Included ($) | Compensation Actually Paid ($) | | PEO | | | | | | | | | | | 2024(6) | 13,030,846 | (6,226,000) | 7,260,144 | 13,055,634 | 6,328,306 | — | — | 6,396 | 33,455,326 | | 2023 | 14,617,823 | (8,990,000) | 8,467,709 | (8,306,040) | (1,058,423) | — | — | 6,691 | 4,737,760 | | 2022 | 13,743,212 | (6,925,000) | 10,277,354 | (1,822,612) | (2,453,065) | — | — | 8,934 | 12,828,824 | | 2021(6) | 9,063,156 | (3,500,000) | 4,753,187 | 34,957,185 | 5,421,436 | — | (108,850) | 10,168 | 50,596,284 | | 2020 | 7,632,026 | (4,275,000) | 6,773,932 | 9,242,980 | (99,356) | — | (93,468) | 80,075 | 19,261,190 | | Other NEOs | | | | | | | | | | | 2024(6) | 4,683,779 | (2,288,875) | 2,677,827 | 4,464,765 | 3,082,756 | — | — | 1,753 | 12,622,004 | | 2023 | 5,667,535 | (3,010,000) | 2,835,239 | (5,308,086) | (176,064) | — | — | 2,741 | 11,365 | | 2022 | 5,648,688 | (2,712,500) | 4,025,548 | (717,625) | (479,865) | — | — | 2,767 | 5,767,013 | | 2021(6) | 3,960,965 | (1,718,750) | 2,334,109 | 13,800,674 | 1,793,895 | — | (15,387) | 2,586 | 20,158,091 | | 2020 | 2,346,688 | (1,350,000) | 1,863,602 | 1,607,295 | (186,941) | 189,655 | (54,942) | 16,584 | 4,431,940 |

  52. Pay Versus Performance Table

    (3)For 2024, represents the average total compensation as reported in the Summary Compensation Table for Mr. Wojcik, Mr. Jamal, Ms. Ritchea, and Ms. Padiyar. For 2023, represents the average total compensation as reported in the Summary Compensation Table for Mr. Wojcik, Mr. Jamal, and John R. Erickson, Head of Affiliate Engagement. For each of 2022 and 2021, represents the average total compensation as reported in the Summary Compensation Table for Mr. Wojcik, Mr. Jamal, Mr. Erickson, and David M. Billings, former General Counsel and Secretary. For 2020, represents the average total compensation as reported in the Summary Compensation Table for Mr. Wojcik, Mr. Billings, Sean M. Healey, who served as Executive Chairman until his passing in May 2020, and Hugh P. B. Cutler, former Head of Global Distribution. (4)Reflects the TSR of the S&P MidCap 400 index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our 2024 Annual Report on Form 10-K. (5)Economic earnings per share, or EEPS, is a non-GAAP financial measure. Additional information on non-GAAP financial performance measures, including reconciliations to the most directly comparable GAAP measure, can be found in AMG’s 2024 Annual Report on Form 10-K (or, with respect to amounts above for 2021 and 2020, AMG's Quarterly Report on Form 10-Q for the quarter ended March 31, 2023) under “Supplemental Financial Performance Measures.” (6)For 2024 and 2021, “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Other NEOs” reflect the strong appreciation of AMG’s stock price during such years, and the consequent increase in value of outstanding awards, driven by the value of the one-time special Long-Term Equity Alignment Awards granted in 2019. (7)Represents the vesting of equity awards held by Mr. Healey in accordance with the terms of such awards upon his passing in May 2020.

  53. Pay Versus Performance Table

    | Tabular List of Financial Performance Measures(1) | | EEPS | | Annual Adjusted EBITDA | | Absolute TSR | | Relative TSR |

  54. Pay Versus Performance Table

    (1)See the “Compensation Discussion and Analysis – Summary of Performance Assessment Target Descriptions and Rationale, and 2024 Target Setting Process” section of this Proxy Statement for more information about the above measures. 44

  55. Relationship Between Compensation Actually Paid (“CAP”) and Performance Measures

    Relationship Between Compensation Actually Paid (“CAP”) and Performance Measures The following exhibits reflect the relationship between “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Other NEOs” and the performance measures shown in the above Pay Versus Performance Table during the five most recently-completed fiscal years:

  56. Relationship Between Compensation Actually Paid (“CAP”) and Performance Measures

    | CAP vs. Company and Peer Group TSR |

  57. Relationship Between Compensation Actually Paid (“CAP”) and Performance Measures

    | CAP vs. Net Income |

  58. Relationship Between Compensation Actually Paid (“CAP”) and Performance Measures

    | CAP vs. EEPS |

  59. Relationship Between Compensation Actually Paid (“CAP”) and Performance Measures

    45

  60. Pay Ratio

    Pay Ratio In accordance with SEC rules, we established a new median employee for 2024 following three years with no change in our identified median employee. Accordingly, we have calculated our pay ratio disclosure based on our median employee identified as of December 31, 2024. We selected such median employee by analyzing the compensation of each of our employees who were employed by the Company as of December 31, 2024, excluding our President and Chief Executive Officer, with each employee’s compensation calculated by reference to their fixed cash compensation for the year ended December 31, 2024, derived from payroll and other company records. We did not make any cost of living or other adjustments to these amounts, and did not exclude non-U.S. employees. We annualized total compensation for full-time employees that joined the Company during 2024 or had an unpaid leave of absence during the year. For purposes of this analysis, we included all full- and part-time employees at the Company and at subsidiaries of the Company where we control the compensation determinations for the subsidiary’s employees. The total annual compensation of our President and Chief Executive Officer for 2024, as reported in the “Total” column of the Summary Compensation Table, was $13,030,846. The total annual compensation of our median employee for 2024, calculated on the same basis as the Summary Compensation Table, was $201,689. The ratio of our Chief Executive Officer’s total annual compensation for 2024 to our median employee’s total annual compensation for 2024 was 65 to 1. We believe executive pay should be internally consistent and equitable to motivate our employees to create shareholder value. We are committed to internal pay equity, and the Compensation Committee monitors the relationship between the pay our executive officers receive and the pay our other employees receive.

  61. Director Compensation

    Director Compensation Equity grant determinations for independent directors are made consistent with the Compensation Committee’s philosophy that compensation should be directly linked to shareholder value creation. Multiple directors have elected to defer cash service fees, with such deferred amounts credited to an AMG stock tracking fund and delivered in shares of AMG common stock. As part of our director compensation program design, our Compensation Consultant regularly provides a review of director compensation in the broad peer universe and in our Peer Group. This analysis includes data on total compensation for directors at such peer companies, as well as on the individual components of that compensation, such as annual retainers, meeting fees, and equity awards. Our Compensation Consultant also provides comparative data from time to time on compensation by board position (such as committee chairs, board chairs, and lead directors) at such companies, and on trends in director compensation. In determining compensation levels for the Company’s independent directors for 2024, the Compensation Committee deemed it appropriate that overall compensation be at or near the median in comparison to directors at public companies within our Peer Group, with equity compensation linked to shareholder value proportionately higher on a relative basis, which is reflected in the compensation paid in 2024. Further, consistent with current best practices, our 2020 Stock Plan sets a cap on equity awards granted to any independent director in any calendar year of a maximum total grant date fair value of $500,000. The table below sets forth the current annual compensation levels for AMG’s independent directors. The Chair of each committee receives the annual Chair fee in lieu of the committee fee. Directors do not receive additional fees for attending meetings. All equity awards are granted in accordance with the terms of the Company’s equity grant policy. Vesting of the awards is deferred over a one-year period. In July 2024, the Board of Directors approved a $20,000 increase in the base annual cash fee for all directors, effective for fiscal year 2024, at the recommendation of the Compensation Consultant and the Compensation Committee, bringing our annual cash fees in line with industry peers.

  62. Director Compensation

    | Annual Compensation for Independent Directors | | | Board of Directors | | | Annual Equity Awards – Restricted Stock Units | $200,000 | | Board Chair Annual Fee – Restricted Stock Units | 100,000 | | Base Annual Fee – Cash | 100,000 | | Committee Fees — Cash | | | Audit Committee Membership Annual Fee | $20,000 | | Audit Committee Chair Annual Fee | 35,000 | | Compensation Committee Membership Annual Fee | 17,000 | | Compensation Committee Chair Annual Fee | 20,000 | | Nominating and Governance Committee Membership Annual Fee | 17,000 | | Nominating and Governance Committee Chair Annual Fee | 20,000 |

  63. Director Compensation

    46

  64. Director Compensation in Fiscal Year 2024

    Director Compensation in Fiscal Year 2024 The following table sets forth information regarding the compensation earned by the Company’s independent directors in 2024. For compensation information with respect to Mr. Horgen and his services as the Company’s President and Chief Executive Officer, please see the Summary Compensation Table and other accompanying compensation tables. Mr. Horgen receives no additional compensation for his services as a director.

  65. Director Compensation in Fiscal Year 2024

    | Current Directors | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | All Other Compensation ($)(4) | Total ($) | | Karen L. Alvingham ............................................................................ | 117,000 | 200,150 | — | 10,000 | 327,150 | | Dwight D. Churchill ............................................................................. | 140,083 | 208,623 | — | 10,000 | 358,706 | | Annette Franqui .................................................................................. | 60,989 | 122,110 | — | 10,000 | 193,099 | | Félix V. Matos Rodríguez .................................................................. | 134,000 | 200,150 | — | 10,000 | 344,150 | | Tracy P. Palandjian ............................................................................. | 137,000 | 200,150 | — | 10,000 | 347,150 | | David C. Ryan ..................................................................................... | 120,000 | 200,150 | — | 10,000 | 330,150 | | Loren M. Starr ..................................................................................... | 127,083 | 200,150 | — | — | 327,233 | | Former Directors | | | | | | | Tracy A. Atkinson(5) ............................................................................. | 57,500 | 100,109 | — | 10,000 | 167,609 | | Reuben Jeffery III(6) ............................................................................ | 137,250 | 291,909 | — | — | 429,159 |

  66. Director Compensation in Fiscal Year 2024

    (1)Represents annual Board and Committee fees earned by independent directors in fiscal year 2024. Amounts shown in the table are not reduced to reflect each of Lady Alvingham’s, Ms. Palandjian’s, Mr. Ryan’s, and Mr. Starr’s election to defer receipt of such director’s cash service fees under the Deferred Compensation Plan. Under the Deferred Compensation Plan, an independent director may elect to defer all or part of the cash we would otherwise pay such director, with such deferred amounts credited to an AMG stock tracking fund and delivered in shares of the Company’s common stock. All amounts deferred under the Deferred Compensation Plan are only distributable upon termination of the director’s Board service. Ms. Atkinson did not stand for re-election at the 2024 Annual Meeting, and her annual Board and Committee fees reflect partial service during the year. Ms. Franqui was elected to the Board of Directors at the 2024 Annual Meeting, and her annual Board fees were prorated accordingly. (2)Represents the aggregate grant date fair value (computed in accordance with FASB ASC Topic 718) of restricted stock unit awards granted to independent directors in 2024. On February 5, 2024 and July 29, 2024, the Company granted restricted stock unit awards with grant date fair values of $100,109 and $100,042, respectively, to each independent director then serving on the Board of Directors, except that Ms. Franqui solely received a restricted stock unit award on July 29, 2024 with a grant date fair value of $122,110, which was prorated for her service in 2024. On February 5, 2024 and July 29, 2024, the Company also granted Mr. Jeffery, who served as Board Chair in 2024, additional restricted stock unit awards with grant date fair values of $41,738 and $50,021, respectively, representing the annual Board Chair fee, prorated for his service as Board Chair in 2024. On February 5, 2024, the Company also granted Mr. Churchill an additional restricted stock unit award with a grant date fair value of $8,473, representing the annual Board Chair fee, prorated for his service as Board Chair in January 2024. Restricted stock unit awards granted in 2024 vest in full over a one-year period ending on March 5, 2025 and August 15, 2025, respectively, subject to continued service through the vesting date (with certain limited exceptions in the case of death, disability, or certain terminations, including retirement). The number of restricted stock units subject to each award is determined based on the fair market value of the Company’s common stock on the applicable grant date, with each stock unit representing the right to receive one share of the Company’s common stock. Restricted stock unit awards participate in cash dividends declared by the Company, the payment of which is deferred until delivery of the shares and is forfeited if the requisite service period is not satisfied. As of December 31, 2024, the aggregate unvested portion of restricted stock units (measured in shares of common stock) held by the independent directors then serving on the Board of Directors was as follows: Lady Alvingham: 3,284; Mr. Churchill: 4,645; Ms. Franqui: 664; Mr. Jeffery: 3,884; Dr. Matos Rodríguez: 3,281; Ms. Palandjian: 3,357; Mr. Ryan: 3,062; Mr. Starr: 1,596. Following Mr. Jeffery’s retirement from the Board of Directors on January 30, 2025, in accordance with the terms of the respective award agreements, his unvested restricted stock units under his annual equity awards for 2024 were forfeited, and his additional equity awards representing the annual Board Chair fee for 2024 qualified for retirement treatment and will continue to vest. (3)No stock option awards were granted to independent directors in 2024. As of December 31, 2024, the number of shares of common stock subject to stock options held by each of the independent directors then serving on the Board of Directors was as follows: Lady Alvingham: 2,871; Mr. Churchill: 4,224; Ms. Franqui: 0; Mr. Jeffery: 4,554; Dr. Matos Rodríguez: 1,195; Ms. Palandjian: 12,009; Mr. Ryan: 559; Mr. Starr: 0. (4)Represents matching contributions to eligible non-profit organizations under the AMG gift-matching program that covers non-employee directors, as well as Company employees. (5)Consistent with the revisions made by the Compensation Committee to the director compensation program in January 2024 to provide for vesting of director equity awards over a one-year period, effective as of the cessation of Ms. Atkinson’s service on the Board of Directors following the 2024 Annual Meeting, the Compensation Committee approved the acceleration of all of Ms. Atkinson’s outstanding and unvested restricted stock unit awards and stock options to the extent outstanding for at least one year at the time of such cessation of service. 47 (6)Effective as of Mr. Jeffery’s retirement from the Board of Directors on January 30, 2025, consistent with the Compensation Committee’s intent for unvested equity awards of a retiring director granted prior to the Compensation Committee’s revisions to the director compensation program in January 2024 (i.e., providing for one-year vesting of equity awards), the Compensation Committee approved the acceleration of all of Mr. Jeffery’s outstanding and unvested restricted stock unit awards and stock options granted to Mr. Jeffery prior to 2024 (other than those that accelerated automatically pursuant to the terms of such awards), and extended the exercise period for his outstanding stock options until the second anniversary of the date of his retirement.