AFFILIATED MANAGERS GROUP INC (AMG)
Sector: Financials
2026 Annual Meeting Analysis
AFFILIATED MANAGERS GROUP INC · Meeting: May 27, 2026
Directors FOR
7
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Directors
Joined the board in April 2026, well within the 24-month new-director exemption from the TSR trigger; brings deep investment management experience as former President and Vice Chairman of Southeastern Asset Management; no overboarding concerns.
Joined the board in September 2025, within the 24-month new-director exemption; brings relevant investment management and legal experience from senior roles at Eton Park and Citigroup; no overboarding or other concerns.
Joined the board in May 2024, within the 24-month new-director exemption; serves as Audit Committee Chair with clear financial expertise as a former CFO and CFA; serves on two other public company boards, within policy limits.
CEO and director since 2019; AMG's 3-year stock return of +110.2% outperforms the company-disclosed peer group median of +71.8% by +38.4 percentage points, which is below the 65-percentage-point trigger threshold for strong-positive TSR, so no TSR concern applies; strong alignment with shareholders through significant personal equity ownership.
Director since January 2021; AMG's 3-year TSR outperforms the peer median by +38.4 percentage points, well below the 65-point trigger threshold, so no TSR underperformance concern applies; brings public policy and leadership experience as Chancellor of CUNY; no overboarding.
Longest-tenured director since 2012; AMG's 3-year TSR of +110.2% outperforms the peer median by +38.4 percentage points, well below the 65-point trigger threshold for strong-positive absolute returns; serves as Compensation Committee Chair and brings extensive financial advisory experience; no overboarding.
Director since September 2023, within the 24-month new-director exemption period; serves as independent Board Chair with deep asset management CFO experience at Invesco and Janus Capital; no overboarding concerns beyond Nuveen Fund complex service.
All seven director nominees pass the policy screens. AMG's 3-year stock return of +110% outperforms the company-disclosed peer group median by +38.4 percentage points, which is well below the 65-point underperformance trigger threshold applicable to companies with strong positive absolute returns. Five of the seven nominees joined within the past 24 months and are automatically exempt from the TSR trigger. The board is fully independent except for the CEO, has no overboarding, strong attendance (99% average), and meaningful refreshment since 2021. Vote FOR all seven nominees.
Say on Pay
✓ FORCEO
Jay C. Horgen
Total Comp
$16,311,950
Prior Support
97%%
CEO Jay Horgen received total compensation of $16,311,950 for 2025, which is in line with expectations for a CEO at an $8.3 billion financial services company given that the company itself set his target at the peer group median of $14.1 million and applied a cap of $17.5 million — the final pay came in below the cap after strong formulaic performance results. The pay structure is strongly performance-oriented: roughly 61% of the CEO's annual incentive award was delivered in equity, and 75% of that equity is in performance-based awards tied to a rigorous multi-year average return-on-equity target, well exceeding the policy's 50-60% variable-pay requirement. Pay-for-performance alignment is strong: AMG's stock outperformed the peer group median over 1-, 3-, and 5-year periods, and the compensation program earned 97% shareholder support in the prior year, reflecting broad investor satisfaction with the design.
Auditor Ratification
✗ AGAINSTAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$12,793,014
Non-Audit Fees
$7,578,924
PwC received $12,793,014 in audit fees for 2025 and an additional $7,578,924 in non-audit fees (audit-related fees of $768,750 plus tax fees of $6,810,174), which equals approximately 59% of audit fees. This exceeds the 50% threshold in the voting policy, raising independence concerns because PwC earns nearly as much advising AMG on tax matters as it does conducting the audit itself. Auditor tenure was not explicitly disclosed in the proxy, so the tenure trigger does not fire, but the non-audit fee ratio alone is sufficient to warrant a vote against ratification.
Overall Assessment
The 2026 AMG annual meeting presents three standard proposals. All seven director nominees receive a FOR vote — AMG's strong 3-year stock outperformance of its peer group by +38 percentage points clears the applicable threshold with room to spare, and five of seven nominees are newly elected within the exemption window. The Say on Pay vote is a clear FOR given a highly formulaic, peer-benchmarked pay program with strong performance linkage and 97% prior-year shareholder support, but auditor ratification receives an AGAINST because PwC's non-audit fees (primarily tax services) equal 59% of audit fees, exceeding the 50% independence threshold in the voting policy.
Compensation Peer Group
11 companies disclosed in 2026 proxy filing