AMG has adopted best practices in corporate governance:

  • Non-Executive Independent Board Chair
  • Independent Board Committees
  • World-class, diverse, and experienced Board
  • 43% of independent Directors are women and 43% of independent Directors are ethnic minorities; one of three Committee Chairs is a woman
  • Annually elected Directors
  • No overboarding
  • Policies to Promote Long-Term Director and Executive Equity Ownership
  • Publicly disclosed Corporate Governance Guidelines
  • Majority vote standard in uncontested Director elections
  • 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, independent 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 within each Committee) and individual director assessments. The Board is actively refreshed to maintain a wide array of qualifications, skills, and attributes. Four new independent Directors have joined AMG’s Board since the beginning of 2021; all Committee Chairs were rotated in 2024.

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
  • Annual cap on independent Director equity awards
  • Equity ownership guidelines for key executives and Directors requiring long-term ownership of equity totaling a multiple of base salary or Directors’ fees, as well as an equity holding policy for NEOs
  • One-year minimum vesting on equity awards
  • “Double-trigger” vesting upon change in control
  • Clawback policies
  • Mitigation of dilutive impact of equity awards through share repurchases
  • Formulaic Performance Assessment scorecard; pre-set objective quantitative metrics drive 100% of the incentive compensation determination process, with achievement caps on each individual metric
  • Significant portion of variable compensation is performance-based equity awards, tied to key business metrics
  • Majority of equity awards are performance-based, with delivery tied to the achievement of pre-established performance targets
  • A thorough risk assessment process, as described under “Risk Considerations in our Compensation Program” in our most recent Proxy Statement
  • Retain an independent compensation consultant

What we don’t do:

  • No employment agreements with any NEOs, including the Chief Executive Officer
  • 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

Director On-boarding and Training

A new independent director joining the Board of Directors undertakes 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, from time to time, offers Company-sponsored continuing education programs and 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.