DEF 14A of Affiliated Managers Group, Inc.
Filed Apr 17, 2026 · FY20250001628280-26-025798
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
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS
Introduction
Introduction Seven 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 2027 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 G. Staley Cates, Marcy Engel, Annette Franqui, Jay C. Horgen, Félix V. Matos Rodríguez, Tracy P. Palandjian, and Loren M. Starr to serve as directors. Each of these director nominees is currently serving as a director of the Company. David C. Ryan, a current member of the Board of Directors, is not standing for re-election and his term will expire after the Annual Meeting. Mr. Ryan has dutifully served the Company during his tenure as a member of the Board of Directors, and his service to the Company has been greatly appreciated. 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 six of its seven director nominees, Mr. Cates, Ms. Engel, Ms. Franqui, Dr. Matos Rodríguez, Ms. Palandjian, and Mr. Starr have no material relationship with the Company and, therefore, are independent for purposes of NYSE listing standards. The Board of Directors expects that each of the director nominees will, if elected, serve as a director for the new term. However, if any person nominated by the Board of Directors is unable to accept election, the proxies will be voted for the election of such other person or persons as the Board of Directors may recommend. The Company’s by-laws (as amended and restated, the “By-laws”) provide for majority voting in uncontested director elections. Under the majority voting standard, directors are elected by a majority of the votes cast, which means that the number of shares voted “for” a director must exceed the number of shares voted “against” that director. In a contested election (a situation in which the number of nominees exceeds the number of directors to be elected), the standard for the election of directors will be a plurality of the votes cast. Abstentions and broker non-votes will have no effect on the outcome of the vote on the election of directors. Under our Corporate Governance Guidelines, the Nominating and Governance Committee has established procedures for any incumbent director who is not re-elected to tender his or her offer to resign. Upon receiving the director’s offer to resign, the Nominating and Governance Committee will recommend to the Board of Directors whether to accept or reject the offer to resign, or whether other action should be taken. The Nominating and Governance Committee and the Board of Directors, in making their decisions, may consider any factor or information that they deem relevant. The Board of Directors, taking into account the Nominating and Governance Committee’s recommendation, will act on the tendered resignation within ninety days following certification of the election results. A director whose resignation is under consideration must abstain from participating in any recommendation or decision regarding his or her resignation.
Recommendation of the Board of Directors
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, recommends that stockholders vote FOR the election of each of the director nominees. 13
Information Regarding the Nominees
Information Regarding the Nominees The following table sets forth the name, age (as of April 15, 2026), tenure, and other information of each director nominee, along with the committees of the Board of Directors on which each individual currently serves.
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 | | G. Staley Cates | 61 | | | ✓ | ✓ | <1 | — | | Marcy Engel | 66 | | | ✓ | ✓ | <1 | — | | Annette Franqui | 64 | | | ✓ (Chair) | ✓ | 1 | 2 | | Jay C. Horgen | 55 | | | | | 7 | — | | Félix V. Matos Rodríguez | 64 | ✓ | ✓ (Chair) | | ✓ | 5 | — | | Tracy P. Palandjian | 55 | ✓ (Chair) | ✓ | | ✓ | 14 | — | | Loren M. Starr | 64 | ✓ | ✓ | ✓ | ✓ | 2 | — | | | Average Age of 61 | 100% Independent; 2 New Members since 2023, and New Chair in 2024 | 100% Independent; All New Members since 2022, and New Chair in 2025 | 100% Independent; 3 Financial Experts; All New Members since 2023, and New Chair in 2025 | 6 of 7 Nominees are Independent | 5 New Members since 2021, including New Appointments in each of 2023-2026 | No Overboarding |
Information Regarding the Nominees
| | | | | | G. Staley Cates Director since 2026 | Marcy Engel Director since 2025 | Annette Franqui Director since 2024 | Jay C. Horgen President and Chief Executive Officer Director since 2019 |
Information Regarding the Nominees
| | | | | Félix V. Matos Rodríguez Director since 2021 | Tracy P. Palandjian Director since 2012 | Loren M. Starr Board Chair 2025 - Present Director since 2023 |
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:
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 | 6 of 7 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 | 6 of 7 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 | 6 of 7 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 | | 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 | 2 of 7 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 | 4 of 7 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 | 6 of 7 Nominees |
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.
Information Regarding the Nominees
| Director Nominee Biographical Information | | | G. Staley Cates Audit Committee | G. Staley Cates has been a director of the Company since April 2026. Mr. Cates served as the Vice Chairman of Southeastern Asset Management, Inc. (“Southeastern”), an independent global investment management firm, from 2015 through 2024, having served as President from 1989 through 2015 after joining Southeastern in 1986. From 1989 through 2024, Mr. Cates also served as Co-Portfolio Manager for the Longleaf Partners family of mutual and UCITS funds. Mr. Cates is a Co-Founder of the New Hope Christian Academy, was a founding board member of the Soulsville Foundation, and was the Founding Chairman of the Memphis Grizzlies Charitable Foundation and of the Board of Crosstown Concourse. He serves as the Chairman of the Poplar Foundation, which supports various educational initiatives in Memphis, and was the Governor’s appointee to the Transition Planning Commission for the consolidation of Memphis City and Shelby County schools between 2011 and 2012. Mr. Cates received a B.B.A. from the University of Texas at Austin and is a Chartered Financial Analyst. We believe Mr. Cates’ qualifications to serve on our Board of Directors include his substantial experience in the investment management industry, including as the Vice Chairman and President of an investment management firm. | | Marcy Engel Audit Committee | Marcy Engel has been a director of the Company since September 2025. Ms. Engel served on the board of directors of Sculptor Capital Management, Inc. from June 2018 through its acquisition by Rithm Capital Corp. in 2023, having served as Chairperson of the board from 2021 through 2023. Prior to that, she was the Chief Operating Officer and General Counsel of Eton Park Capital Management, L.P., a global alternatives investment firm (“Eton Park”), where she was responsible for all of the non-investment aspects of Eton Park’s business. Prior to joining Eton Park in 2005, Ms. Engel worked for Citigroup and its predecessor firms, Salomon Smith Barney and Salomon Brothers, Inc., where, among other roles, she was Managing Deputy General Counsel of Citigroup’s Global Corporate and Investment Bank and a member of its Management Committee. Ms. Engel received a B.A. from the University of Michigan and a J.D. from the University of Pennsylvania Law School. We believe that Ms. Engel’s qualifications to serve on our Board of Directors include her extensive experience in the investment management industry, and prior public company board service. | | Annette Franqui Audit Committee (Chair) | 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 (serving as President until June 2025, before his re- appointment to that role in April 2026), 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 19 years of service at the Company, including as President & Chief Executive Officer, and Chief Financial Officer, and his 33 years of extensive experience in the financial services, private equity, and investment management industries. |
Information Regarding the Nominees
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Information Regarding the Nominees
| Director Nominee Biographical Information (cont.) | | | Félix V. Matos Rodríguez Compensation Committee; Nominating and Governance Committee (Chair) | 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 past chair and member of the executive committee 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 and The Boston Foundation. 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. | | Loren M. Starr Board Chair Audit Committee; Compensation Committee; Nominating and Governance Committee | Loren M. Starr has been a director of the Company since September 2023, and has served as independent Board Chair since July 2025. 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. |
Information Regarding the Nominees
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measures over time, with long-duration incentive awards to be delivered based on drivers of shareholder value creation in
measures over time, with long-duration incentive awards to be delivered based on drivers of shareholder value creation in which AMG management plays a critical role. In 2025, AMG achieved outstanding business results, including record net inflows in alternative strategies, driven by disciplined execution of our growth strategy. These results included significant momentum in liquid alternatives, which achieved 36% annualized organic growth, primarily driven by demand for tax-aware solutions in the U.S. wealth marketplace, alongside institutional demand for alternative return streams. AMG’s private markets Affiliates also continued to achieve strong growth, achieving an 18% annualized organic growth rate, led by fundraising strength at Pantheon as well as fundraising at Ara Partners, Abacus Capital Group, EIG Global Energy Partners, Forbion, and Montefiore Investment. Alongside strong growth from existing Affiliates, our team generated strong earnings growth through capital allocation activity in 2025, having completed four new Affiliate investments, and closing an additional three transactions after year-end. In all seven of these transactions, AMG partnered with leading independent firms operating in areas of secular growth and client demand. We also continued to invest in and alongside our Affiliates, including by collaborating closely to develop attractive products, notably 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. In addition, through our close collaboration with Affiliate partners toward reaching long- term strategic objectives, AMG completed the sale of its stakes in three Affiliates, with each transaction delivering a strong outcome for all stakeholders, including AMG’s shareholders, and further enhancing our balance sheet. Proceeds of these transactions were deployed to support growth investments as well as through the return of significant excess capital to shareholders through share repurchases. The disciplined execution of AMG’s growth strategy by its senior management team, over a multi-year period drove the excellent results in 2025 and strong ongoing business momentum. As a result, AMG’s stock significantly outperformed the Peer Group over the 1-, 3-, and 5-year periods ended December 31, 2025. AMG stock outperformed the Peer Group median by +49%, +37%, and +135% in the 1-, 3-, and 5-year periods, respectively. The results of the 2025 Performance Assessment reflected these achievements and the Company’s strong financial performance for the year.
measures over time, with long-duration incentive awards to be delivered based on drivers of shareholder value creation in
| Overview of AMG’s Compensation Program Philosophy |
measures over time, with long-duration incentive awards to be delivered based on drivers of shareholder value creation in
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
measures over time, with long-duration incentive awards to be delivered based on drivers of shareholder value creation in
| 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 Total 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 executive officers •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 |
Named Executive Officer Annual Compensation Determination Process and Results
The Compensation Committee periodically reviews the metric targets for the quantitative scorecard assessment and, as appropriate, implements refinements based on shareholder feedback, prevailing macroeconomic and industry conditions, the Company’s business performance and strategic objectives, and other related considerations. 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. For performance year 2025, the Compensation Committee did not implement any changes to the metrics or metric target-setting methodology for the quantitative scorecard assessment.
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 ($14.1mm); cap on Total Compensation set at $17.5mm (reviewed and considered by the Compensation Committee annually; unchanged from prior years) Non-CEO NEO Target Payouts are informed by peer medians and other benchmarking data, and incorporate individuals’ AMG roles and responsibilities; individual caps established by the Compensation Committee | $14.1 CEO Target $17.5 CEO Maximum |
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 evolution, 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
Named Executive Officer Annual Compensation Determination Process and Results
| Our Peer Group was revised in 2025 with the removal of Blue Owl and Virtus and the addition of StepStone and T. Rowe to better reflect the Company’s size and strategic focus. The CEO Target Total Payout was set at $14.1 million, the median CEO compensation of the revised Peer Group. The CEO Target Total Payout increased 6% relative to the prior-year CEO Target Total Payout of $13.3 million, driven by higher compensation for CEOs in the Peer Group. The revisions to the Peer Group for performance year 2025 had no impact on the CEO Target Total Payout. AMG’s Adjusted EBITDA increased 11% in 2025, relative to 2024. |
Named Executive Officer Annual Compensation Determination Process and Results
| Current Peer Group ($B) | | | 12 Peers | Market Capitalization as of 12/31/2025 | | AllianceBernstein Holding L.P. | $11.3 | | Artisan Partners Asset Management Inc. | 3.3 | | The Carlyle Group Inc. | 21.1 | | Federated Hermes, Inc. | 3.8 | | Franklin Resources, Inc. | 12.4 | | Invesco Ltd. | 11.9 | | Janus Henderson Group plc | 7.2 | | Lazard, Inc. | 5.2 | | StepStone Group, Inc. | 7.9 | | TPG Inc. | 24.2 | | T. Rowe Price Group, Inc. | 22.4 | | Victory Capital Holdings, Inc. | 4.1 | | Peer Median | $9.6 | | AMG | $8.3 |
Named Executive Officer Annual Compensation Determination Process and Results
For 2025, Total Compensation for our Chief Executive Officer was capped at $17.5 million. The cap, which is reviewed and considered by the Committee on an annual basis, and confirmed prior to year-end, was unchanged from that set by the Committee in prior years. For 2025, 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 Ms. Ritchea, Chief Financial Officer, the Target Total Payout reflected leadership in AMG’s financial functions. For Ms. Padiyar, General Counsel, the Target Total Payout reflected leadership in corporate legal and regulatory matters. For Mr. Wojcik, Chief Operating Officer during 2025, the Target Total Payout reflected Mr. Wojcik’s leadership in overseeing the Company’s capital formation capabilities and other commercial and strategic areas, and was the median of peer benchmarking data utilizing similar executive officer roles among AMG’s Peer Group. In an approach aligned with those of prior years, the Compensation Committee applied a notional cap on Total Compensation, inclusive of Annual Incentive Compensation for each of the named executive officers other than the Chief Executive Officer, which in performance year 2025 included our Chief Financial Officer, General Counsel, and Chief Operating Officer, of $10.0 million. Notional caps for all named executed officers are reviewed and considered by the Committee on an annual basis. 32
Named Executive Officer Annual Compensation Determination Process and Results
The following table displays the 2025 targets and 2025 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 134% incorporated the individual metric caps, and reflected strong financial and operating performance for performance year 2025, measured against objective pre-determined targets in areas regarded as key performance indicators by shareholders, and viewed by shareholders as indicative of management’s ability to drive shareholder value creation:
Named Executive Officer Annual Compensation Determination Process and Results
| | Calculate Annual Incentive Compensation amount Apply weighted score of 134% to the Target Total Payout, which yielded $18.2mm in Annual Incentive Compensation. Following the Compensation Committee’s application of the pre-set cap on Total Compensation to the formulaic Total Compensation payout of $19.0mm, Annual Incentive Compensation was reduced by $(1.5)mm, or (8)%, to $16.8mm | $16.8 CEO Incentive Compensation |
Named Executive Officer Annual Compensation Determination Process and Results
The weighted Performance Assessment score of 134% was applied to the Target Total Payout for our President and Chief Executive Officer to produce Annual Incentive Compensation of $18.2 million. After the Committee applied the pre-set $17.5 million cap on Total Compensation for the CEO, the resulting Annual Incentive Compensation was $16.8 million, or $(1.5) million lower than the formulaic Performance Assessment scorecard result. The weighted Performance Assessment score of 134% produced Annual Incentive Compensation of $4.5 million for the Chief Financial Officer and $3.4 million for the General Counsel.
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 | | | | $6.5 Cash | | | | $7.7 Perf.-Based Equity | | | | $2.6 Time-Based Equity |
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 $6.5 million (39%) and a formulaic equity incentive award amount of $10.2 million (61%) 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. Long-Term Performance Achievement Awards were granted with three-year cliff vesting and are tied to rigorous, transparent Average ROE targets measured over the three-year performance period. These awards are only deliverable if minimum Average ROE levels are met (measured over the applicable performance measurement period). The Compensation Committee reviews the Average ROE target at least annually, and increased the rigor of the target for awards (achievement levels at which 100% of the shares would be delivered) issued in respect of performance year 2025 to 17– 18%, an increase from 16-17% for 2024. If Average ROE over the measurement periods for such awards is (i) below 11%, no shares underlying the initial award will be issued and distributed; and (ii) between 11% and 23%, a ratable portion between 40% and up to a maximum of 150% of the shares underlying the initial award will be issued and distributed. In March 2025, following her promotion to General Counsel the prior year, the Compensation Committee also granted a one- time, long-term award of restricted stock units to Ms. Padiyar with a grant date value of $1.5 million, to further align Ms. Padiyar with the objective of long-term value creation for the Company’s stockholders, and enhance retention. As further described in the “Executive Compensation Tables” section of this Proxy Statement, the award is fully subject to performance-based conditions based on the Company’s level of achievement measured against pre-established performance targets measuring both the Company’s Average ROE and a cumulative EEPS metric over a five-year measurement period ending on December 31, 2029. 34
Summary of Performance Assessment Target Descriptions and Rationale, and 2025 Target-Setting Process
Summary of Performance Assessment Target Descriptions and Rationale, and 2025 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.
Summary of Performance Assessment Target Descriptions and Rationale, and 2025 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 and amortization, among other items; 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; please refer to AMG’s most recent Annual Report on Form 10-K for a full definition | •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 2025, the Committee adopted a target of +3% growth relative to reported Adjusted EBITDA for 2024 •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 2025, the Committee adopted a target of +5% growth relative to the prior-year actual achievement, consistent with the approach for performance year 2024 •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 |
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 2025, all Annual Incentive Compensation for the Chief Executive Officer, the Chief Financial Officer, the General Counsel, and the former Chief Operating Officer, 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 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 intent and design of the plan. The Committee could apply incremental discretion (including negative discretion) for a variety of factors, including, but not limited to, a result inconsistent with the plan intent and design, factors that arise after establishing the Peer Group, payout targets, and scorecard metrics earlier in the year, individual performance, or other considerations. No discretion was applied by the Committee in 2025. 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.
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, the Compensation Committee generally grants equity awards to our named executive officers in the first quarter, and to directors 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.
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, 2025 (collectively, the “named executive officers”). Equity awards granted in March 2026 in recognition of performance during fiscal year 2025 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 in the case of awards intended to compensate executives for performance in a prior year. For information on the equity awards granted in March 2026 in recognition of 2025 performance, please refer to the discussion in the “Compensation Discussion and Analysis” section of this Proxy Statement.
Summary Compensation Table
Summary Compensation Table
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 ................................................ | 2025 | 750,000 | 6,525,000 | 8,967,000 | (3) | 69,950 | 16,311,950 | | President and Chief Executive Officer | 2024 | 750,000 | 5,986,000 | 6,226,000 | (4) | 68,846 | 13,030,846 | | | 2023 | 750,000 | 4,811,000 | 8,990,000 | (5) | 66,823 | 14,617,823 | | Dava E. Ritchea(6) ......................................... | 2025 | 500,000 | 1,994,500 | 1,594,000 | (3) | 30,700 | 4,119,200 | | Chief Financial Officer | 2024 | 375,000 | 1,594,000 | 3,500,000 | (7) | 6,883 | 5,475,883 | | Kavita Padiyar(8) ............................................ | 2025 | 500,000 | 1,425,000 | 2,357,000 | (3), (9) | 34,175 | 4,316,175 | | General Counsel and Corporate Secretary | 2024 | 456,250 | 857,000 | 577,500 | (4) | 32,265 | 1,923,015 | | Thomas M. Wojcik(10) .................................... | 2025 | 500,000 | 4,300,000 | 8,911,000 | (3), (11) | 29,125 | 13,740,125 | | Former President and Chief Operating Officer | 2024 | 500,000 | 3,441,000 | 2,539,000 | (4) | 28,845 | 6,508,845 | | | 2023 | 500,000 | 2,526,000 | 3,501,000 | (5) | 23,640 | 6,550,640 | | Rizwan M. Jamal(12) ...................................... | 2025 | 250,000 | — | 1,750,000 | (3) | 1,350 | 2,001,350 | | Former Managing Director, Affiliate Partnerships | 2024 | 500,000 | 1,750,000 | 2,539,000 | (4) | 38,372 | 4,827,372 | | | 2023 | 500,000 | 2,526,000 | 3,539,000 | (5) | 32,670 | 6,597,670 |
Summary Compensation Table
(1)For 2025, amounts represent performance-based cash bonuses awarded in recognition of performance in 2025, 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 Mr. Wojcik, the Compensation Committee determined that Mr. Wojcik would be paid his 2025 performance-based cash bonus so long as he signed, and did not revoke, a general release of claims in favor of the Company in connection with his termination of employment. Mr. Jamal did not receive a performance-based cash bonus for performance year 2025. (2)For 2025, “All Other Compensation” consisted of, for each named executive officer other than Mr. Jamal, (i) contributions to a 401(k) profit- sharing or similar pension plan in the amount of $21,000, (ii) medical benefits and long-term disability insurance premiums, and (iii) tax preparation services. Mr. Jamal’s “All Other Compensation” for 2025 consisted of long-term disability insurance premiums. 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 2025 in recognition of performance in 2024: (i) 2024 Long-Term Deferred Equity Awards granted to Mr. Horgen, Ms. Ritchea, Ms. Padiyar, Mr. Wojcik, and Mr. Jamal with grant date fair values of $2,241,750, $398,500, $214,250, $977,750, and $1,750,000, respectively, and (ii) 2024 Long-Term Performance Achievement Awards granted to Mr. Horgen, Ms. Ritchea, Ms. Padiyar, and Mr. Wojcik with grant date fair values of $6,725,250, $1,195,500, $642,750, and $2,933,250, respectively. The portions of the 2024 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 “2025 Compensation Program Overview and Enhancements” on page 6, and aggregate annual EEPS (“Cumulative EEPS”), each over a four-year measurement period ending on December 31, 2028. 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 initial 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. If Average ROE over the measurement period is at least 10%, an additional ratable portion between 25% and up to a maximum of 50% of the shares underlying the initial award, based on Cumulative EEPS of at least $88 per share and up to or exceeding $95 per share for the measurement period, will be issued and distributed, subject to an aggregate cap of 200% of the shares underlying the initial award. The grant date fair value of the 2024 Long-Term Performance Achievement Awards assumes that the midpoint level of Average ROE will be achieved, and that the minimum Cumulative EEPS will not be achieved. For details on the assumptions made 40 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 2025 Annual Report on Form 10-K. (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 2024 in recognition of performance in 2023: (i) 2023 Long- Term Deferred Equity Awards granted to Mr. Horgen, Ms. Padiyar, Mr. Wojcik, and Mr. Jamal with grant date fair values of $2,490,000, $346,500, $1,020,000, and $1,020,000, respectively, and (ii) 2023 Long-Term Performance Achievement Awards granted to Mr. Horgen, Ms. Padiyar, Mr. Wojcik, and Mr. Jamal with grant date fair values of $3,736,000, $231,000, $1,519,000, and $1,519,000, 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 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 initial 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. (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 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. (6)Ms. Ritchea joined the Company in April 2024 and, therefore, no compensation is included in the table for 2023.
Summary Compensation Table
(7)In May 2024, Ms. Ritchea received the following one-time retention and make-whole awards under the 2020 Stock Plan in connection with the commencement of her employment: (i) Long-Term Performance Achievement Award (three-year cliff vesting) with a grant date fair value (computed in accordance with FASB ASC Topic 718) of $2,625,000 (the “May 2024 Long-Term Performance Achievement Award (three-year cliff vesting)”) and (ii) Long-Term Performance Achievement Award (five-year cliff vesting) with a grant date fair value (computed in accordance with FASB ASC Topic 718) of $875,000 (the “May 2024 Long-Term Performance Achievement Award (five-year cliff vesting)”). The portions of each of the May 2024 Long-Term Performance Achievement Award (three-year cliff vesting) and the May 2024 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 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 May 2024 Long-Term Performance Achievement Award (three- year cliff vesting) and the May 2024 Long-Term Performance Achievement Award (five-year cliff vesting) assumes that the midpoint level of Average ROE will be achieved. (8)Ms. Padiyar was first designated an executive officer of the Company in April 2024 and, therefore, no compensation is included in the table for 2023. (9)In March 2025, Ms. Padiyar received a one-time award of restricted stock units under the 2020 Stock Plan, with a grant date fair value (computed in accordance with FASB ASC Topic 718) of $1,500,000, to further align Ms. Padiyar with the objective of long-term value creation for the Company’s stockholders and enhance retention (the “March 2025 Long-Term Performance Achievement Award”). The portions of the March 2025 Long-Term Performance Achievement Award 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 and Cumulative EEPS over a five-year measurement period ending on December 31, 2029. If Average ROE is equal to or less than 17% for the five-year measurement period, 100% of the shares underlying the initial award will be issued and distributed. If Average ROE is between 17% and equal to or greater than 22% for the five-year measurement period, a ratable portion between 100% and up to a maximum of 150% of the shares underlying the initial award will be issued and distributed. An additional ratable portion between 25% and up to a maximum of 50% of the shares underlying the initial award, based on Cumulative EEPS of at least $100 per share and up to or exceeding $117 per share for the measurement period, will also be issued and distributed, subject to an aggregate cap of 200% of the shares underlying the initial award. The grant date fair value of the March 2025 Long-Term Performance Achievement Award assumes that the midpoint level of Average ROE will be achieved, and that the minimum Cumulative EEPS will not be achieved. (10)Mr. Wojcik served most recently as our President and Chief Operating Officer until his departure from the Company, effective March 6, 2026. (11)In June 2025, in connection with Mr. Wojcik’s appointment as President, he received a one-time award of restricted stock units under the 2020 Stock Plan, with a grant date fair value (computed in accordance with FASB ASC Topic 718) of $5,000,000, vesting in March 2030 and 41 fully subject to performance-based conditions, to further align Mr. Wojcik with the objective of long-term value creation for the Company’s stockholders. All of Mr. Wojcik’s outstanding unvested equity awards (including the entire award discussed herein and the portion of the other equity awards discussed above in footnotes (3), (4), and (5)) that remained unvested as of Mr. Wojcik’s termination on March 6, 2026, were canceled and terminated on that date in connection with the termination of Mr. Wojcik’s employment. For additional information on Mr. Wojcik’s Separation Agreement, please refer to the "Executive Compensation Tables – Severance and Potential Termination and Change in Control Compensation and Benefits” section of this Proxy Statement. (12)Mr. Jamal stepped down from his role as Head of Affiliate Investments and as an executive officer of the Company in the first quarter of 2025. Mr. Jamal remained with the Company as Managing Director, Affiliate Partnerships until his departure in the second quarter of 2025. As Mr. Jamal was eligible for Retirement (as defined in footnote (2) to the “Grants of Plan-Based Awards in Fiscal Year 2025” table below), qualifying awards have continued to vest post-termination in accordance with the original schedule, subject to any applicable performance conditions and compliance with certain covenants.
Grants of Plan-Based Awards in Fiscal Year 2025
Grants of Plan-Based Awards in Fiscal Year 2025
Grants of Plan-Based Awards in Fiscal Year 2025
| | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Jay C. Horgen ........... | — | — | 5,519,400 | 6,525,000 | — | — | — | — | — | | | 3/5/2025(2) | — | — | — | — | — | — | 13,527 | 2,241,750 | | | 3/5/2025(3) | — | — | — | — | 40,582 | 81,164 | — | 6,725,250 | | Dava E. Ritchea ........... | — | — | 1,425,000 | 4,300,000 | — | — | — | — | — | | | 3/5/2025(2) | — | — | — | — | — | — | 2,405 | 398,500 | | | 3/5/2025(3) | — | — | — | — | 7,214 | 14,428 | — | 1,195,500 | | Kavita Padiyar ........... | — | — | 1,000,000 | 4,300,000 | — | — | — | — | — | | | 3/5/2025(2) | — | — | — | — | — | — | 1,293 | 214,250 | | | 3/5/2025(3) | — | — | — | — | 3,879 | 7,758 | — | 642,750 | | | 3/5/2025(4) | — | — | — | — | 9,051 | 18,102 | — | 1,500,000 | | Thomas M. Wojcik ............. | — | — | 3,682,000 | 4,300,000 | — | — | — | — | — | | | 3/5/2025(2) | — | — | — | — | — | — | 5,900 | 977,750 | | | 3/5/2025(3) | — | — | — | — | 17,700 | 35,400 | — | 2,933,250 | | | 6/3/2025(5) | — | — | — | — | 27,725 | 55,450 | — | 5,000,000 | | Rizwan M. Jamal .............. | 3/5/2025(2) | — | — | — | — | — | — | 10,560 | 1,750,000 |
Grants of Plan-Based Awards in Fiscal Year 2025
(1)Represents the range of performance-based cash bonus opportunities for performance year 2025. 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 2025 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. For Mr. Wojcik, the Compensation Committee determined that Mr. Wojcik would be paid his 2025 performance-based cash bonus so long as he signed, and did not revoke, a general release of claims in favor of the Company in connection with his termination of employment. Mr. Jamal did not receive a performance-based cash bonus for performance year 2025. (2)Represents 2024 Long-Term Deferred Equity Awards granted in March 2025 under the 2020 Stock Plan in recognition of performance in 2024, vesting in four equal installments on March 5, 2026, 2027, 2028, and 2029, 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. All of Mr. Wojcik’s outstanding unvested equity awards (including portions of the equity award discussed herein) that remained unvested as of Mr. Wojcik’s termination on March 6, 2026 were canceled and terminated on that date in connection with the termination of Mr. Wojcik’s employment. Mr. Jamal was eligible for Retirement, and therefore qualifying awards (including the equity award discussed herein) have continued to vest post-termination in accordance with the original schedule, subject to any applicable performance conditions and compliance with certain covenants. (3)Represents 2024 Long-Term Performance Achievement Awards granted in March 2025 under the 2020 Stock Plan in recognition of performance in 2024, 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, 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 2024 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 42 performance targets measuring the Company’s Average ROE and Cumulative EEPS over a four-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, and that the minimum Cumulative EEPS will not be achieved. All of Mr. Wojcik’s outstanding unvested equity awards (including the entire award discussed herein) that remained unvested as of Mr. Wojcik’s termination on March 6, 2026 were canceled and terminated on that date in connection with the termination of Mr. Wojcik’s employment. (4)Represents the March 2025 Long-Term Performance Achievement Award granted in March 2025 under the 2020 Stock Plan, vesting in full on March 5, 2030, 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 March 2025 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 and Cumulative EEPS over a five-year measurement period ending on December 31, 2029. 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, and that the minimum Cumulative EEPS will not be achieved. (5)Represents the one-time award of restricted stock units granted to Mr. Wojcik in June 2025 under the 2020 Stock Plan, with a grant date fair value (computed in accordance with FASB ASC Topic 718) of $5,000,000, vesting in March 2030 and fully subject to performance-based conditions, in connection with Mr. Wojcik’s appointment as President. All of Mr. Wojcik’s outstanding unvested equity awards (including the entire award discussed herein) that remained unvested as of Mr. Wojcik’s termination on March 6, 2026 were canceled and terminated on that date in connection with the termination of Mr. Wojcik's employment.
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End
| | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#)(1) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares of Stock That Have Not Vested (#)(2) | Market or Payout Value of Shares of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares of Stock That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market Value of Unearned Shares of Stock That Have Not Vested ($) | | Jay C. Horgen ............ | 75,000 | — | 74.49 | 8/15/2026 | 67,714 | 19,520,592 | 82,314 | 23,729,480 | | Dava E. Ritchea ......... | — | — | — | — | 2,405 | 693,313 | 29,474 | 8,496,765 | | Kavita Padiyar ............ | 1,354 | — | 73.81 | 3/3/2027 | 7,384 | 2,128,660 | 14,387 | 4,147,484 | | Thomas M. Wojcik(4) . | 1,342 | — | 74.49 | 8/15/2026 | 27,437 | 7,909,538 | 62,083 | 17,897,287 | | Rizwan M. Jamal(5) .... | — | — | — | — | 33,260 | 9,588,193 | 16,733 | 4,823,789 |
Outstanding Equity Awards at 2025 Fiscal Year-End
(1)Represents (i) 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, with respect to Mr. Horgen and Mr. Wojcik, and (ii) options granted under the 2011 Plan in March 2020, which vested on March 3, 2025, with respect to Ms. Padiyar. (2)Represents the following awards of restricted stock units: (A) for each named executive officer, 2024 Long-Term Deferred Equity Awards granted under the 2020 Stock Plan in March 2025, vesting in four equal installments on March 5, 2026, 2027, 2028, and 2029; and (B) for each named executive officer other than Ms. Ritchea, (ii) 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, (iii) 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, (iv) 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, and (v) 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. See the Summary Compensation Table for additional details, including relevant performance conditions for the 2022 Long-Term Performance Achievement Awards (three-year cliff vesting). The number and market value of shares of stock that have not yet vested underlying the 2022 Long-Term Performance Achievement Awards (three-year cliff vesting) 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 2022 Long-Term Performance Achievement Awards (three-year cliff vesting), 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. (3)Represents the following awards of restricted stock units: (A) for each named executive officer other than Mr. Jamal, 2024 Long-Term Performance Achievement Awards granted under the 2020 Stock Plan in March 2025, vesting in full on March 5, 2029, with the portion of such awards eligible to vest determined based on the Company’s Average ROE and Cumulative EEPS during the four-year measurement period ending on December 31, 2028, measured against pre-established performance targets; (B) for each named executive officer other than Ms. Ritchea, 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; (C) for each named executive 43 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; (D) for Ms. Ritchea, (x) the May 2024 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 May 2024 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; (E) for Ms. Padiyar, the March 2025 Long-Term Performance Achievement Award granted under the 2020 Stock Plan in March 2025, vesting in full on March 5, 2030, with the portion of such award eligible to vest determined based on the Company’s Average ROE and Cumulative EEPS during the five-year measurement period ending on December 31, 2029, measured against pre-established performance targets; and (F) for Mr. Wojcik, the one-time award of restricted stock units granted in June 2025 under the 2020 Stock Plan, vesting in March 2030 and fully subject to performance-based conditions. As of December 31, 2025, 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 2024 Long-Term Performance Achievement Awards, the 2023 Long-Term Performance Achievement Awards, and the 2022 Long-Term Performance Achievement Awards (five-year cliff vesting), Retirement). Each of these awards participates 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 and, as applicable, that the minimum Cumulative EEPS will not be achieved. (4)All of Mr. Wojcik’s outstanding unvested equity awards (including the entire one-time award of restricted stock units granted in June 2025 and portions of the other equity awards discussed above in footnotes (2) and (3)) that remained unvested as of Mr. Wojcik’s termination on March 6, 2026, were canceled and terminated on that date in connection with the termination of Mr. Wojcik’s employment. (5)As Mr. Jamal was eligible for Retirement, qualifying awards (including the awards described above in footnotes (2) and (3)) have continued to vest post-termination in accordance with the original schedule, subject to any applicable performance conditions and compliance with certain covenants.
Option Exercises and Stock Vested in Fiscal Year 2025
Option Exercises and Stock Vested in Fiscal Year 2025
Option Exercises and Stock Vested in Fiscal Year 2025
| | 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 ................................................................................... | 225,000 | 31,869,000 | 64,944 | 10,762,520 | | Dava E. Ritchea ................................................................................ | — | — | — | — | | Kavita Padiyar ................................................................................... | 72,731 | 10,087,673 | 5,488 | 909,471 | | Thomas M. Wojcik ............................................................................ | 169,303 | 26,529,780 | 27,842 | 4,613,976 | | Rizwan M. Jamal ............................................................................... | — | — | 37,909 | 6,282,279 |
Option Exercises and Stock Vested in Fiscal Year 2025
(1)Reflects the aggregate value realized upon the exercise of options in 2025. The exercise prices of the options were (i) $74.49, with respect to Mr. Horgen and Mr. Wojcik, and (ii) $73.81, with respect to Ms. Padiyar, which was equal to the fair market value of a share of the Company’s common stock on the applicable dates of grant. (2)Reflects the portions vested in 2025 of the following awards of restricted stock units: (i) 2023 Long-Term Deferred Equity Awards granted in March 2024 under the 2020 Stock Plan, (ii) 2022 Long-Term Deferred Equity Awards granted in March 2023 under the 2020 Stock Plan, (iii) 2021 Long-Term Deferred Equity Awards granted in March 2022 under the 2020 Stock Plan, (iv) 2021 Long-Term Performance Achievement Awards granted in March 2022 under the 2020 Stock Plan (150% of such awards, reflecting the maximum level of performance achieved relative to the targets), and (v) 2020 Long-Term Deferred Equity Awards granted in March 2021 under the 2020 Stock Plan. (3)Represents the value of the portions vested in 2025 of each of the awards listed in footnote (2) above, determined as of the date of vesting. 44
Pay Versus Performance Table
Pay Versus Performance Table
Pay Versus Performance Table
| Year | Summary Compensation Table Total for Principal Executive Officer (“PEO”) ($)(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) | | | | 2025 | 16,311,950 | 56,032,285(6) | 6,044,213 | 17,409,619(6) | 284 | 155 | 904.0 | 26.05 | | 2024 | 13,030,846 | 33,455,326(6) | 4,683,779 | 12,622,004(6) | 182 | 144 | 740.6 | 21.36 | | 2023 | 14,617,823 | 4,737,760 | 5,667,535 | 11,365 | 149 | 126 | 906.1 | 19.48 | | 2022 | 13,743,212 | 12,828,824 | 5,648,688 | 5,767,013 | 156 | 108 | 1,388.1 | 20.02 | | 2021 | 9,063,156 | 50,596,284(6) | 3,960,965 | 20,158,091(6) | 162 | 125 | 890.1 | 18.05 |
Pay Versus Performance Table
(1)For each of 2025, 2024, and 2023, 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 2022 and 2021, represents the total compensation as reported in the Summary Compensation Table for Mr. Horgen in the Company’s definitive proxy statement for its 2024 Annual Meeting of Stockholders. (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.
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 ($) | Deduct Fair Value as of Prior Year- End of Equity Awards that Failed to Meet Applicable Vesting Conditions During the Covered Year ($) | Add Fair Value of Dividends or Other Earnings Paid on Stock or Option Awards that are not Otherwise Included ($) | Compensation Actually Paid ($) | | PEO | | | | | | | | | | | 2025(6) | 16,311,950 | (8,967,000) | 23,787,712 | 19,575,501 | 5,316,325 | — | — | 7,796 | 56,032,285 | | 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 | | Other NEOs | | | | | | | | | | | 2025(6) | 6,044,213 | (3,653,000) | 9,486,286 | 3,552,648 | 1,977,076 | — | — | 2,396 | 17,409,619 | | 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 |
Pay Versus Performance Table
(3)For 2025 and 2024, represents the average total compensation as reported in the Summary Compensation Table for Ms. Ritchea, Ms. Padiyar, Mr. Wojcik, and Mr. Jamal. For 2023, represents the average total compensation as reported in the Summary Compensation Table for Mr. Wojcik, Mr. Jamal, and John R. Erickson, Co-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. (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 2025 Annual Report on Form 10-K. 45 (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 2025 Annual Report on Form 10-K (or, with respect to amounts above for 2022 and 2021, AMG's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, respectively) under “Supplemental Financial Performance Measures.” (6)For 2025, 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.
Pay Versus Performance Table
| Tabular List of Financial Performance Measures(1) | | EEPS | | Annual Adjusted EBITDA | | Absolute TSR | | Relative TSR |
Pay Versus Performance Table
(1)See the “Compensation Discussion and Analysis – Summary of Performance Assessment Target Descriptions and Rationale, and 2025 Target Setting Process” section of this Proxy Statement for more information about the above measures. 46
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:
Relationship Between Compensation Actually Paid (“CAP”) and Performance Measures
| CAP vs. Company and Peer Group TSR |
Relationship Between Compensation Actually Paid (“CAP”) and Performance Measures
| CAP vs. Net Income |
Relationship Between Compensation Actually Paid (“CAP”) and Performance Measures
| CAP vs. EEPS |
Relationship Between Compensation Actually Paid (“CAP”) and Performance Measures
47
Pay Ratio
Pay Ratio SEC rules permit identification of our median employee once every three years, provided there has been no material change in our employee population or employee compensation arrangements that we believe would significantly impact our pay ratio disclosure. 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 2025, as reported in the “Total” column of the Summary Compensation Table, was $16,311,950. The total annual compensation of our median employee for 2025, calculated on the same basis as the Summary Compensation Table, was $212,241. The ratio of our Chief Executive Officer’s total annual compensation for 2025 to our median employee’s total annual compensation for 2025 was 77 to 1. We believe executive pay should be internally consistent and equitable to motivate our employees to create shareholder value. We are committed to internal pay equity, and the Compensation Committee monitors the relationship between the pay our executive officers receive and the pay our other employees receive.
Director Compensation
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 2025, the Compensation Committee deemed it appropriate to align overall compensation with directors at 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 2025. 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, and vesting of the awards is deferred over a one-year period.
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 | $20,000 | | Audit Committee Chair Annual Fee | 35,000 | | Compensation Committee Membership Annual Fee | 17,000 | | Compensation Committee Chair Annual Fee | 20,000 | | Nominating and Governance Committee Membership Annual Fee | 17,000 | | Nominating and Governance Committee Chair Annual Fee | 20,000 |
Director Compensation
48
Director Compensation in Fiscal Year 2025
Director Compensation in Fiscal Year 2025 The following table sets forth information regarding the compensation earned by the Company’s independent directors in 2025. For compensation information with respect to Mr. Horgen and his services as the Company’s President and Chief Executive Officer, please see the Summary Compensation Table and other accompanying compensation tables. Mr. Horgen receives no additional compensation for his services as a director. In addition, G. Staley Cates was appointed to our Board of Directors effective as of April 1, 2026, and, therefore, did not receive any compensation for service as a director in 2025 and is not included in the table below.
Director Compensation in Fiscal Year 2025
| Current Directors | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | All Other Compensation ($)(4) | Total ($) | | Marcy Engel ........................................................................................ | 25,272 | 51,055 | — | — | 76,327 | | Annette Franqui .................................................................................. | 123,958 | 200,250 | — | 2,500 | 326,708 | | Félix V. Matos Rodríguez .................................................................. | 135,125 | 200,250 | — | — | 335,375 | | Tracy P. Palandjian ............................................................................. | 137,000 | 200,250 | — | 10,000 | 347,250 | | David C. Ryan(5) .................................................................................. | 135,583 | 200,250 | — | 10,000 | 345,833 | | Loren M. Starr ..................................................................................... | 142,125 | 250,408 | — | 10,000 | 402,533 | | Former Directors | | | | | | | Karen L. Alvingham(5) ......................................................................... | 117,000 | 200,250 | — | 10,000 | 327,250 | | Dwight D. Churchill(5) ......................................................................... | 98,125 | 242,097 | — | 10,000 | 350,222 | | Reuben Jeffery III(5) ............................................................................ | 68,500 | — | — | — | 68,500 |
Director Compensation in Fiscal Year 2025
(1)Represents annual Board and Committee fees earned by independent directors in fiscal year 2025. Amounts shown in the table are not reduced to reflect each of Lady Alvingham’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. Mr. Churchill and Mr. Jeffery retired from the Board of Directors in September 2025 and January 2025, respectively, and their annual Board and Committee fees reflect partial service during the year. Ms. Engel was appointed to the Board of Directors in September 2025, 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 2025. On February 6, 2025 and July 31, 2025, the Company granted restricted stock unit awards with grant date fair values of $100,142 and $100,108, respectively, to each independent director then serving on the Board of Directors. Ms. Engel received a restricted stock unit award on November 3, 2025 with a grant date fair value of $51,055, which was prorated for her service in 2025. On February 6, 2025, the Company also granted Mr. Churchill, who served as Board Chair in 2025, additional restricted stock unit awards with a grant date fair value of $41,847, representing the annual Board Chair fee, prorated for his service as Board Chair beginning in January 2025. On July 31, 2025, the Company also granted Mr. Starr an additional restricted stock unit award with a grant date fair value of $50,159, representing the annual Board Chair fee, prorated for his service as Board Chair beginning in July 2025. Restricted stock unit awards granted in 2025 (except for Ms. Engel’s November 2025 award, which vests in full on March 5, 2027) vest in full over a one-year period ending on March 5, 2026 and August 15, 2026, 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, 2025, 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: 4,576; Ms. Engel: 199; Ms. Franqui: 1,025; Dr. Matos Rodríguez: 2,039; Ms. Palandjian: 2,837; Mr. Ryan: 4,717; Mr. Starr: 3,014. Following Lady Alvingham’s and Mr. Churchill’s retirements from the Board of Directors in April 2026 and September 2025, respectively, in accordance with the terms of the respective award agreements, each of their unvested restricted stock units granted in 2025 qualified for retirement treatment and has vested or will continue to vest, as applicable. (3)No stock option awards were granted to independent directors in 2025. As of December 31, 2025, 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: 1,195; Dr. Matos Rodríguez: 1,195; Ms. Palandjian: 6,392; Mr. Ryan: 559; Ms. Engel, Ms. Franqui, 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)Effective as of the completion of Mr. Ryan’s full elected term on our Board of Directors following the Annual Meeting, the Compensation Committee has approved the acceleration of all of Mr. Ryan’s outstanding and unvested restricted stock unit awards granted prior to fiscal year 2024, to the extent outstanding on, and outstanding for at least one year as of, the Annual Meeting. Effective as of Lady Alvingham’s, Mr. Churchill’s, and Mr. Jeffery’s retirements from the Board of Directors in April 2026, September 2025, and January 2025, respectively, consistent with the Compensation Committee’s intent for unvested equity awards of a retiring director granted prior to the Compensation 49 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 Lady Alvingham’s, Mr. Churchill’s, and Mr. Jeffery’s outstanding and unvested restricted stock unit awards and stock options granted prior to 2024 (other than those that accelerated automatically pursuant to the terms of such awards, as applicable), and extended the exercise period for their outstanding stock options until the earlier of the second anniversary of the dates of their respective retirements and the remaining term of the awards, as applicable. In addition to the amounts listed in the table, the total aggregate incremental fair value (computed in accordance with FASB ASC Topic 718) associated with the extended exercise period of stock options held by Mr. Churchill and Mr. Jeffery was $46,231 and $29,129, respectively.