AMG has adopted best practices in corporate governance:

  • Independent Chair
  • Independent Board committees
  • World-class, diverse, and experienced Board
  • 38% of independent Directors are female and 25% of independent Directors are ethnically diverse; two of three Committee Chairs are female
  • Annually elected Directors
  • Majority vote standard in uncontested Director elections
  • No overboarding; ongoing Board refreshment
  • Publicly disclosed corporate governance guidelines
  • No staggered Board
  • No “poison pill”
  • “Double-trigger” vesting upon change in control
  • Annual Say-on-Pay vote
  • Active engagement with shareholders

AMG’s Board of Directors has a highly independent structure, with a non-executive Chair of the Board, and all Committees are composed entirely of independent Directors (with all Audit Committee members considered to be “audit committee financial experts”). The Board undertakes annual self-evaluations (across the full Board and in each Committee) and individual director assessments. The Board is actively refreshed to maintain a wide array of qualifications, skills, and attributes. Five of the eight independent Directors have joined AMG’s Board since the beginning of 2020; all Committee Chairs have been rotated since 2020.

The Company’s 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. Any director that is not elected must tender their offer to resign.

Governance and Compensation Practices

Our Board of Directors is committed to maintaining responsible compensation practices and believes that rewards for our senior leaders should be commensurate with the results they achieve for our stockholders. Our strong governance procedures and practices with respect to employment and compensation include the following:

What we do:

  • Annual Say-on-Pay vote
  • Caps on incentive compensation for each Named Executive Officer (NEO), including the Chief Executive Officer
  • Equity ownership guidelines for key executives and Directors requiring long-term ownership of equity totaling a multiple of base salary or Directors’ fees, including an equity holding policy for key executives requiring ongoing ownership of fully vested and unrestricted stock
  • “Double-trigger” vesting upon change in control
  • A clawback policy that allows, under certain circumstances, for the recoupment of performance-based compensation from executive officers
  • Mitigation of dilutive impact of equity awards through share repurchases
  • Use pre-set quantitative metrics as part of a formulaic and transparent incentive compensation determination process
  • Significant portion of variable compensation is performance-based equity awards, with vesting contingent upon achievement of performance metrics
  • The substantial majority of overall compensation is in the form of variable performance-based incentive awards, with base salary and other fixed compensation generally expected to form only a small portion of total compensation
  • One-year minimum vesting on equity awards
  • Formulaic performance assessment scorecard; pre-set objective quantitative metrics drive over 90% of the assessment score, with achievement caps on each individual metric
  • Majority of equity awards are performance-based, with delivery tied to the achievement of pre-established performance targets
  • A thorough risk assessment process, as described under “Risk Considerations in our Compensation Program” in our Proxy statement

What we don’t do:

  • No employment agreements with any executive officers
  • No golden parachute change-in-control agreements with our executives
  • No tax reimbursements or gross-ups for any 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; accrued dividends are only delivered following vesting and satisfaction of any performance conditions
  • No excessive perquisites

Director On-boarding and Training

When a new non-executive director joins the Board of Directors, we provide an orientation program that includes personal briefings by senior management on the Company’s operations, strategic plans, financial statements, governance, and key policies and practices. New Directors also undergo in-depth training on the work of each committee of the Board. Throughout their tenure on the Board of Directors, each Director is expected to maintain the necessary knowledge and information to perform his or her responsibilities as a Director. To assist the directors in understanding the Company and its industry and maintaining the level of expertise required for the Director, the Company will, from time to time, offer Company-sponsored continuing education programs or presentations, including sessions on select topics during the annual Board of Directors strategic offsite. Additional training is also provided when a Director assumes a leadership role, such as becoming the chair of a committee.