UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.           )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

AFFILIATED MANAGERS GROUP, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

AFFILIATED MANAGERS GROUP, INC.

777 South Flagler Drive

West Palm Beach, Florida 33401

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON May 27, 202225, 2023

NOTICE IS HEREBY GIVEN that the 20222023 Annual Meeting of Stockholders (the “Annual Meeting”) of Affiliated Managers Group, Inc. (the “Company”) will be held on May27, 2022 25, 2023, at 2:00 p.m. British Summer Time (9:00 a.m. Eastern Daylight Time)Time at the Company’s London office at 35 Park Lane, London W1K 1RB, United Kingdom,600 Hale Street, Prides Crossing, Massachusetts 01965, for the following purposes:

This year, we have again reduced our environmental impact by providing proxy materials to you online pursuant to Securities and Exchange Commission rules. On or about April 15, 2022,14, 2023, we will mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access the Proxy Statement and our 20212022 Annual Report on Form 10‑K online. The Notice, which cannot itself be used to vote your shares, also provides instructions on how to vote online and how to request a paper copy of the proxy materials, if you so desire. Whether you receive the Notice or paper copies of our proxy materials, the Proxy Statement and 20212022 Annual Report on Form 10‑K are available to you at www.proxyvote.com.

The Company’s Board of Directors fixed the close of business on April 13, 20222023 as the record date for determining the stockholders entitled to notice of, and to vote at, the Annual Meeting and at any adjournments or postponements thereof. Your vote is very important. Please carefully review the Proxy Statement and submit your proxy online, by telephone, or by mail, whether or not you plan to attend the Annual Meeting. If you hold your shares in street name through a broker, bank, or other nominee, please follow the instructions you receive from them to vote your shares.

AFFILIATED MANAGERS GROUP, INC.

777 South Flagler Drive

West Palm Beach, Florida 33401

PROXY STATEMENT

FOR 20222023 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 27, 202225, 2023

April 15, 202214, 2023

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of Affiliated Managers Group, Inc. (“AMG”, the “Company”, “we”, or “us”) for use at our 20222023 Annual Meeting of Stockholders to be held on May 27, 2022 25, 2023, at 2:00 p.m. British Summer Time (9:00 a.m. Eastern Daylight Time)Time at the Company’s London office at 35 Park Lane, London W1K 1RB, United Kingdom600 Hale Street, Prides Crossing, Massachusetts 01965 and at any adjournments or postponements thereof (the “Annual Meeting”). At the Annual Meeting, stockholders will be asked to elect eight directors, approve, by a non‑binding advisory vote, the compensation of the Company’s named executive officers (as defined in the “Executive Compensation Tables” section of this Proxy Statement), approve, by a non-binding advisory vote, the frequency of future advisory votes regarding the compensation of the Company’s named executive officers, ratify the selection of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for the current fiscal year, and consider and act upon any other matters properly brought before them.

Important Notice Regarding the Availability of Proxy Materials. This year, we have again reduced our environmental impact by providing proxy materials to you online in accordance with Securities and Exchange Commission (“SEC”) rules. On or aboutApril 15, 202214, 2023, we will mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access this Proxy Statement and our 20212022 Annual Report on Form 10‑K online. The Notice, which cannot itself be used to vote your shares, also provides instructions on how to vote online and how to request a paper copy of the proxy materials, if you so desire. Whether you received the Notice or paper copies of our proxy materials, the Proxy Statement and 20212022 Annual Report on Form 10‑K are available to you at www.proxyvote.com.

Stockholders of record of the Company’s common stock at the close of business on the record date of April1 3, 20222023 will be entitled to notice of the Annual Meeting and to one vote per share on each matter presented at the Annual Meeting. As of the record date, there were 38,976,35936,101,886 shares of common stock outstanding and entitled to vote at the Annual Meeting.

The presence, in person or by proxy, of holders of at least a majority of the total number of shares of common stock outstanding and entitled to vote at the Annual Meeting is necessary to constitute a quorum for the transaction of business at the Annual Meeting. Abstentions and broker non‑votes, if any, will be counted as present and entitled to vote for purposes of establishing a quorum.

A “broker non‑vote” is a proxy from a broker or other nominee indicating that such person has not received instructions from the beneficial owner on a particular matter with respect to which the broker or other nominee does not have discretionary voting power. Brokers have the discretion to vote their clients’ proxies only on matters deemed “routine” by the New York Stock Exchange (“NYSE”).

At this year’s Annual Meeting, the election of directors (Proposal 1) and, the advisory vote on executive compensation (Proposal 2), and the advisory vote on the frequency of future executive compensation advisory votes (Proposal 3) are non‑routine matters, and only the ratification of our auditors (Proposal 3)4) is a routine matter. It is important that you instruct your broker as to how you wish to have your shares voted on these proposals, even if you wish to vote as recommended by the Board of Directors.

Stockholders are requested to submit a proxy online or by telephone, or by returning a completed, signed, and dated proxy card or voting instruction form. If you vote online or by telephone, you should not return a proxy card or voting instruction form. Shares represented by a properly submitted proxy received prior to the vote at the Annual Meeting and not revoked will be voted at the Annual Meeting as directed by the proxy. If a properly executed proxy or voting instruction form is submitted without any instructions indicated, the proxy will be voted FOR the election of each of the nominees for director, FOR the approval of the advisory vote on executive compensation, for the ONE-YEAR option on the advisory vote on the frequency of future executive compensation advisory votes, and FOR the ratification of the selection of PwC as our independent registered public accounting firm for the current fiscal year. If other matters are presented, proxies will be voted in accordance with the discretion of the proxy holders on such other matters.

A stockholder of record may revoke a proxy at any time before it has been voted by filing a written revocation with the Secretary of the Company at the Company’s principal executive office at 777 South Flagler Drive, West Palm Beach, Florida 33401‑6152, by submitting a duly executed proxy bearing a later date, or by appearing in person and voting by ballot at the Annual Meeting. A stockholder of record who voted online or by telephone may also change his or her vote with a timely and valid later online or telephone vote. Any stockholder of record as of the record date may attend the Annual Meeting whether or not a proxy has previously been given, but the presence (without further action) of a stockholder at the Annual Meeting will not constitute revocation of a previously given proxy. If you hold your shares in street name and would like to change your voting instructions, please follow the instructions provided to you by your broker, bank, or other intermediary.

A stockholder may vote in person at the Annual Meeting upon presenting picture identification and any one of the following: an account statement, the Notice, or a proxy card. If you hold your shares in street name, you will need to obtain a proxy from your bank or broker in order to vote in person, and you must bring a brokerage statement or letter from your broker, bank, or other intermediary reflecting stock ownership, along with picture identification. The address of the Company’s office in LondonPrides Crossing, Massachusetts is set forth above for stockholders who plan to vote in person at the Annual Meeting.

PROXY STATEMENT SUMMARY

This summary highlights certain information from our Proxy Statement for the 20222023 Annual Meeting of Stockholders. You should read the entire Proxy Statement carefully before voting.

First $5 million in incentive compensation is split 45% cash and 55% equity

Next $5 million is split 40% cash and 60% equity

PROPOSAL 1: ELECTION OF DIRECTORS

Introduction

Our Board of Directors currently consists of eight members, all of whom are expected to be elected at the Annual Meeting to serve until the 20232024 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. The Board of Directors, upon the recommendation of the Nominating and Governance Committee, has nominated Karen L. Alvingham, Tracy A. Atkinson, Dwight D. Churchill, Jay C. Horgen, Reuben Jeffery III, Félix V. Matos Rodríguez, Tracy P. Palandjian, and David C. Ryan (collectively, the “Nominees”) to serve as directors. Each of the Nominees is currently serving as a director of the Company. As more fully discussed below in the “Corporate Governance Matters and Meetings of the Board of Directors and Committees” section of this Proxy Statement, the Board of Directors has determined that seven of its eight Nominees, Lady Alvingham, Ms. Atkinson, Mr. Churchill, Mr. Jeffery, Dr. Matos Rodríguez, Ms. Palandjian, and Mr. Ryan 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 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, by‑laws (thethe “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 director who is not 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

The Board of Directors believes that the election of each of the Nominees is in the best interests of the Company and its stockholders and, therefore, unanimously recommends that stockholders vote FOR the election of each of the Nominees.

Information Regarding the Nominees

The following table sets forth the name, age (as of April 1, 2022)2023), tenure, and other information of each Nominee, along with the committees of the Board of Directors on which each Nominee currently serves.

The Nominees bring a wide array of qualifications, skills, and attributes to our 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:

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

Corporate Governance Matters and Meetings of the Board of Directors and Committees

Board of Directors: During 2021,2022, the full Board of Directors met nine times. Each incumbent member of the Board of Directors in 20212022 attended 100%an average of 98% of the total number of meetings of the full Board of Directors and all standing committees of the Board of Directors on which such director served. We do not have a formal policy regarding director attendance at our Annual Meeting of Stockholders. One director attended the 20212022 Annual Meeting of Stockholders.

At least annually, the Board of Directors evaluates the independence of our directors in light of the standards established by NYSE. A majority of our Board of Directors must be independent within the meaning of NYSE listing standards. After its most recent evaluation of director independence, the Board of Directors affirmatively determined that seven of our eight current directors, Lady Alvingham, Ms. Atkinson, Mr. Churchill, Mr. Jeffery, Dr. Matos Rodríguez, Ms. Palandjian, and Mr. Ryan, are “independent” for purposes of NYSE listing standards. The Board of Directors made its determinations based upon individual evaluations of these directors’ employment or board of directors affiliations, compensation history, and any commercial, family, or other relationships with the Company. There were no transactions between any director and the Company for the Board of Directors’ consideration in determining the independence of any independent director. Members of the Board of Directors serve as directors, trustees, or in similar capacities (but not as executive officers or employees) for non-profit organizations to which we may make charitable contributions from time to time. Contributions to these organizations did not exceed either $120,000 or 1% of each of those organizations’ annual consolidated gross revenues during their last completed fiscal years.

The standing committees of the Board of Directors are the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee. Only independent directors within the meaning of NYSE listing standards serve on these committees. Other members of the Board of Directors may attend committee meetings from time to time at the invitation of the respective committee. Each committee acts pursuant to a written charter adopted by the respective committee. The members and chairs of each committee are set forth above in the table titled “Director Nominee Information: Committee Memberships,” and a description of each committee is set forth below.

Audit Committee: Each of the members meets the independence standards applicable to audit committees under the Sarbanes‑Oxley Act of 2002 and NYSE listing standards and is an audit committee financial expert, as defined by the SEC. The Audit Committee’s purpose is to assist the Board of Directors in oversight of our internal controls and financial statements and the audit process. The Audit Committee held eight meetings during 2021.2022.

Compensation Committee:Each member meets the independence requirements applicable to compensation committees under NYSE listing standards. The Compensation Committee is responsible for overseeing our general compensation policies and establishing and reviewing the compensation plans and benefit programs applicable to our executive officers. In that capacity, the Compensation Committee also administers our incentive plans.plans, and has sole authority to approve the compensation of our named executive officers and the performance goals related to such plans and programs. The Compensation Committee held fourfive meetings during 2021,2022, and conferred on additional occasions throughout the year to discuss changes and enhancements to the executive compensation program.

Nominating and Governance Committee: The Nominating and Governance Committee is primarily responsible for recommending criteria to the Board of Directors for Board and committee membership, identifying and evaluating director candidates, overseeing the annual self‑assessment of the Board of Directors and its committees and of the Chief Executive Officer, overseeing Chief Executive Officer and other key executive succession planning, and maintaining our Corporate Governance Guidelines. The Nominating and Governance Committee held five meetings during 2021.2022.

Board Composition and Refreshment Process:The Nominating and Governance Committee may solicit director candidate recommendations from a number of sources, including directors, executive officers, and third‑party search firms. The Nominating and Governance Committee will consider for nomination any director candidates, including director candidates recommended by our stockholders, who are deemed qualified by the Nominating and Governance Committee in light of the qualifications and criteria for Board of Directors membership described below, or such other criteria as approved by the Board of Directors or a committee thereof from time to time. Stockholder recommendations must be submitted to the Nominating and Governance Committee in accordance with the requirements set forth in the By‑laws, including those discussed in the “Other Matters—Stockholder Proposals” section of this Proxy Statement, and any procedures established from time to time by the Nominating and Governance Committee. The Nominating and Governance Committee does not have a specific policy regarding the consideration of stockholder recommendations for director candidates and considers this appropriate because it evaluates recommendations without regard to their source. The Nominating and Governance Committee evaluates any potential conflicts of interest on a case‑by‑case basis, to the extent they may arise.

The Board of Directors believes that a diverse mix of perspectives and expertise enhances its overall effectiveness. When considering candidates for directorship, including nominees currently serving as directors of the Company, the Nominating and Governance Committee takes into account a number of factors, including the following qualifications: the nominee must have the highest personal and professional integrity and have demonstrated exceptional ability and judgment and the attributes necessary (in conjunction with the other members of the Board of Directors) to best serve the long‑term interests of the Company and its stockholders. In addition, the Nominating and Governance Committee reviews from time to time the skills and characteristics necessary and appropriate for directors in light of the then-current composition of the Board of Directors, including the following factors:

In considering diversity, the Nominating and Governance Committee considers diversity of background and experience, as well as ethnicity, gender, and other forms of diversity. The Nominating and Governance Committee recognizes the importance of gender and ethnic diversity, in particular, as important factors to consider when evaluating the composition of the Board of Directors. The Nominating and Governance Committee does not have a formal policy regarding diversity in identifying nominees for a directorship, but rather considers it among the various factors relevant to the consideration of any particular nominee. Further, the Board of Directors considers diversity as part of the annual Board and committee self-assessments. The Nominating and Governance Committee reviews our Corporate Governance Guidelines at least annually to ensure that we continue to meet best corporate governance practice standards. Nominating practices are adjusted, as needed, to ensure that the Board of Directors reflects the appropriate mix of skills and experience, and that such practices promote diversity of background and experience, as well as ethnicity, gender, and other forms of diversity.  

Since 2020, the Board of Directors has had the opportunity for meaningful refreshment, with the retirement of five independent directors and the appointment of four new independent directors. These additions to the Board followed a process that included evaluating over 25more than 40 candidates since 2020, a number of whom met with members of the Nominating and Governance Committee and other directors, as well as members of management, as part of our nomination process. That process is led by the Nominating and Governance Committee and Board Chair, and includes an evaluation of the current composition of the Board in order to focus on candidates with diverse skills and experiences that would enhance the Board’s collective capabilities and bring new perspectives. The full Board of Directors considers each candidate’s qualifications, and determines whether to nominate the candidate to serve on our Board of Directors.

The current Board of Directors comprises individuals with a substantial variety of skills and expertise, as shown in the “Director Experience and Skills Overview” table above, including with respect to investment management and financial services; international business; government; and not-for-profit organizations. The Nominating and Governance Committee believes it is important to maintain a mix of experienced directors with a deep understanding of the Company and newer directors who bring a fresh perspective. The following are highlights on the composition of our current Board of Directors:

Succession Planning:The Nominating and Governance Committee has primary responsibility for Chief Executive Officer and other key executive succession planning. Succession planning and executive development are fundamental components of the Board of Directors’ governance responsibilities, and are regularly discussed by the Committee with management present as well as in executive sessions.

The Board has demonstrated the depth and effectiveness of its succession planning through a recent period of organizational evolution as the Company completed a generational transition to its current Chief Executive Officer, Jay C. Horgen. In May 2018, the Company announced that Sean M. Healey, the Company’s Chief Executive Officer and Chairman at the time, had been diagnosed with amyotrophic lateral sclerosis (a terminal motor neuron disease known as ALS), and initiated its long-term succession plan. In May 2019, the Board appointed Mr. Horgen, Chief Financial Officer at the time, as President and Chief Executive Officer, and Thomas M. Wojcik joined the Company as Chief Financial Officer. The Board’s advance planning put it in a position to provideapproach provided continuity of leadership in a time of unexpected transition and drew on the strengths and experiences of the Company’s most senior executives. The independent directors continue to serve as a source of strategic strength for the Company and for Mr. Horgen and the balance of the executive management team, bringing significant diversity in skills, experiences, and perspectives. The Boardindependent directors and Mr. Horgen continue to focus on developing and expanding the senior management team, to maintain a breadth and depth of talent that ensures that AMG is well-positioned to continue to refine and execute against its strategy.

Board Size: The Nominating and Governance Committee assesses the size and composition of the Board of Directors each year. Consistent with our Corporate Governance Guidelines, the Nominating and Governance Committee believes that the current size of our Board of Directors, of eight members, is appropriate given the size and complexity of the Company and the markets in which we operate. The Nominating and Governance Committee will continue to assess the Board’s needs and other relevant circumstances, and may change the size or composition of the Board of Directors in the future if it believes that doing so would be in the best interests of the Company and its stockholders.

Executive Sessions of Independent Directors: Our independent directors regularly meet in scheduled executive sessions without management present. In accordance with the charter of the Nominating and Governance Committee and the By-laws, Mr. Churchill, the Board Chair, is responsible for calling and chairing the executive sessions, including during the annual Board of Directors offsite, and communicating with the Company’s Chief Executive Officer. Each committee of the Board also meets without management present, in sessions led by the Chair of the relevant committee.

Board and Committee Self‑Assessments and Individual Director Assessments: Regular evaluations of the committees and the full Board of Directors are critical in ensuring the effective functioning of our Board of Directors, including in assessing candidates for directorship. To this end, the Chair of the Nominating and Governance Committee, supported by the Committee, oversees the annual self-assessment of the Board of Directors and of each committee of the Board of Directors. Directors assess performance and consider various structural and procedural matters, including the annual selection process for director nominees and communications and interactions with management generally. The Nominating and Governance Committee periodically reviews the format of the Board of Directors and committee self-assessment processes to ensure that actionable feedback is solicited on the operation of the Board of Directors and director performance. The Nominating and Governance Committee also oversees annual individual director assessments as part of the recommendation process for director nominees. The table below provides a general overview of the annual self-assessment and director assessment processes.

Chief Executive Officer Evaluation: The Board Chair oversees an annual performance evaluation of our Chief Executive Officer. As part of this assessment, the Board Chair solicits director feedback on a variety of performance considerations. The Board Chair then synthesizes the directors’ feedback and discusses the results with our Chief Executive Officer in a one-on-one meeting. The Board Chair reports on the results of the evaluation at an executive session of the Board of Directors.

Director On‑Boarding and Training:When a new independent 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 of Directors. 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 directors, the Company may, from time to time, offer Company-sponsored continuing education programs or presentations, including sessions on select topics during the annual Board of Directors offsite. Additional training is also provided when a director assumes a leadership role, such as becoming the chair of a committee.

Leadership Structure:The Company follows best practices with respect to the Board’s leadership structure, reflecting collective feedback received from stockholders, as well as commentary from proxy advisory firms, over a multi-year period. While the Company does not have a fixed policy with respect to the independence of the Board Chair, the Company’s By-Laws provide that if at any time the Board Chair is not affirmatively determined to be independent, the Board must appoint a Lead Independent Director and provide for specific enumerated duties of the Lead Independent Director in that circumstance. In circumstances where the Board Chair is independent (as is the case currently), the Lead Independent Director role is not required. This approach provides for effective checks and balances to ensure the exercise of independent judgment by the Board and the ability of the independent directors to work effectively in the board setting.

The Board regularly reviews the leadership structure, and believes that a non-executive, independent Board Chair is an appropriate and effective leadership structure for the Company at this time. The Board Chair’s principal responsibilities include: coordinating the agenda for and chairing Board meetings; serving as a key source of communication between the independent directors and the Chief Executive Officer; ensuring the flow of appropriate information to and among independent directors; leading the annual performance evaluation of the Chief Executive Officer; and coordinating the agenda for and leading executive sessions and meetings of the independent directors. Dwight D. Churchill was appointed Board Chair in 2020, given his excellent qualifications and extensive knowledge of the Company. Mr. Churchill has served as an independent director on our Board of Directors for over a decade, including service on each Board committee during his tenure. Mr. Churchill’s extensive knowledge and participation in the development of the Company’s corporate strategy over the long term, together with his extensive management experience outside of the Company, position him as an effective and strong independent Board Chair.

The Board of Directors will continue to review its leadership structure, and may change its structure in the future if it believes that doing so would be in the best interests of the Company and its stockholders.

Risk Oversight: It is a key responsibility of our President and Chief Executive Officer, our Chief Financial Officer, our General Counsel, and other members of our senior management team to identify, assess, and manage the Company’s risk exposures. The Board of Directors plays an important role in overseeing management’s performance of these functions. The Board of Directors has approved the charter of the Audit Committee, which provides that one of the primary responsibilities of the Audit Committee is the discussion of the Company’s financial risks and steps management has taken to monitor and control such risks, including with respect to risk assessment and risk management policies. The Audit Committee regularly discusses with management and the Company’s independent auditors the Company’s risk assessment and risk management processes, including major risk exposures, risk mitigants, and the design and effectiveness of the Company’s processes and controls to prevent and detect fraudulent activity. Furthermore, the Audit Committee and the Board of Directors as a whole receive regular reports from management, the internal audit function, and our independent auditors on prevailing material risks and the actions being taken to mitigate them, including reports regarding the Company’s business and operations. Management also reports to the Audit Committee and the Board of Directors regarding enhancements made to our risk management processes and controls in light of evolving market, business, regulatory, and other conditions, including those related to environmental, social, and governance (“ESG”)sustainability factors.

Corporate Environmental, Social, and Governance Responsibility: We believe that sound corporate citizenship and attention to governance and environmental principles are essential tokey elements of our success and that of our Affiliates. We are committed to operating with integrity, contributing to the local communities surrounding our global offices, promotingenhancing our organization’s diversity, equity, and inclusion, and supporting these values in our surrounding communities, developing our employees, and being thoughtful stewards of natural resources. We are also focused on the security of our data and safeguarding our clients’ privacy. Our Board of Directors provides oversight of these ESGcorporate sustainability topics, and is committed to supporting the Company’s efforts to operate as a sound corporate citizen. We have a cross-functional Sustainability Committee with oversight responsibility of our policies and operational controls of environmental, health and safety, and social risks. The Sustainability Committee includes members of our executive management team and reports to the Board of Directors at least annually. We believe that an integrated approach to business strategy, corporate governance, and corporate citizenship creates long-term value. The below table highlightsexhibits highlight certain of our policies and initiatives in these areas.

The statistics and descriptions of our workforce, policies, and cultural initiatives in respect of our human capital relate to AMG’s employees, and not those of our Affiliates, which are independent from AMG and operate autonomously. Through our innovative partnership approach with our Affiliates, each Affiliate’s management team retains operational autonomy in managing and operating their business on a day-to-day basis, including with respect to their human capital.

AUM in strategies dedicated ESG strategiesto sustainability consists of assets managed by Affiliates specializing in ESGsustainable investing, investment strategies built on recognized ESGsustainability themes or that seek positive social or environmental outcomes alongside investment returns, and products where portfolio composition is altered through specific ESGsustainability considerations. AMG’s definition may not conform to classifications published by third parties.

To learn more, please see the “Responsibility” section of our website at www.amg.com/responsibility.html

Cybersecurity and Data Privacy: We have a formal information security program, designed to develop and maintain privacy and data security practices to protect Company assets and sensitive third-party information (including personal information). This program is governed by a committee comprising members of senior management, including the Company’s Chief Information Officer, which meets regularly and reports to the Board of Directors quarterly.

We recognize the importance of protecting information assets such as personally identifiable information (PII) of our clients and employees, and have adopted policies, management oversight and accountability structures, and technology processes designed to safeguard this information. All AMG employees attest annually to information security policies, and are required to participate in regular security awareness training to protect themselves and the AMG data to which they have access. These trainings also instruct employees on how to report any potential privacy or data security issues.

Our information security organization comprises internal and external resources designed to identify, protect, detect, resolve, and recover from various threats and attacks of malicious actors. We leverage 24x7x365 monitoring tools and services to address the confidentiality, integrity, and availability of Company assets and data. Regular internal and third-party reviews are performed on processes and technologies to validate the effectiveness of privacy and data security controls. We monitor best practices and developments in data privacy and security, including increased scrutiny of third-party service providers with access to sensitive Company data. We work with key third-party service providers to monitor and support the control environment and breach notification processes. We also have our own fully documented proprietary security incident response plan, with defined roles and responsibilities that address notification obligations and procedures in the event of a data breach. We are dedicated to business continuity and resiliency, and we have documented strategies, policies, and procedures in place to protect employee, business, and client data in the event of an emergency or natural disaster.

Related Person Transaction and Conflicts of Interest Oversight: Pursuant to its charter, the Audit Committee is responsible for reviewing any related person transaction identified by management or other directors. In accordance with this authority, the Committee has determined that there have been no related person transactions requiring disclosure under Item 404(a) of Regulation S‑K other than those discussed below under the caption “Other Matters—Related Person Transactions.” Each director, officer, and employee of the Company is also subject to our Code of Business Conduct and Ethics, which sets forth guidelines that our directors, officers, and employees are expected to adhere to in the conduct of the Company’s business, including with respect to identifying, reporting, and resolving potential or actual conflicts of interest resulting from related person transactions or otherwise.

Policies and Procedures Regarding Related Person Transactions: The Audit Committee must approve all related person transactions under the Company’s written policy. A related person transaction is any transaction that is reportable by the Company under paragraph (a) of Item 404 of Regulation S‑K in which the Company or one of its wholly owned subsidiaries or majority‑owned Affiliates is or will be a participant and the amount involved exceeds $120,000 and in which any director, nominee for director, executive officer, any person known to the Company to be a beneficial owner of 5% or more of its voting securities, or an immediate family member of any of the foregoing has or will have a direct or indirect material interest. Pursuant to the policy, potential related person transactions are reported to the GeneralChief Corporate Counsel who evaluates the potential transaction to determine whether it is a potential related person transaction. If it is, the GeneralChief Corporate Counsel reports the potential transaction to the Audit Committee for review. The policy also authorizes the Chair of the Audit Committee to ratify, rescind, or take any such other action required with respect to any related person transaction not previously approved or ratified under the policy that comes to the GeneralChief Corporate Counsel’s attention. The policy sets forth the standards of review to be considered in deciding whether to approve or ratify related person transactions.

In addition, the Audit Committee has considered and adopted standing pre‑approvals under the policy for limited transactions with related persons. Pre‑approved transactions include (i) employment as an executive officer, if the related compensation is approved (or recommended to the Board of Directors for approval) by the Compensation Committee; (ii) any compensation paid to a director if the compensation is consistent with the Company’s director compensation policies and is required to be reported in the Company’s proxy statement under applicable compensation disclosure requirements; (iii) any transaction with another company at which a related person’s only relationship is as an employee (other than an executive officer) or director or beneficial owner of less than 10% of that company’s equity, if the aggregate amount involved does not exceed the greater of $1,000,000 or 2% of that company’s total annual revenue; (iv) any charitable contribution, grant, or endowment by the Company or the Company’s charitable foundation to a charitable organization, foundation, or university at which a related person’s only relationship is as an employee (other than an executive officer), if the aggregate amount involved does not exceed the greater of $1,000,000 or 2% of such charitable organization’s total annual receipts; (v) any transaction where the related person’s interest arises solely from the ownership of the Company’s common stock and all holders of the Company’s common stock received the same benefit on a pro rata basis, such as dividends; (vi) any transaction involving a related person where the rates or charges involved are determined by competitive bids; and (vii) any service provided by the Company to any related person, provided that such service is in the ordinary course of business and on substantially the same terms as those prevailing at the time for comparable services provided to non‑related persons.

Prohibition Against Hedging and Pledging Transactions: Pursuant to the Company’s insider trading policy, all directors, officers, and employees of the Company and its subsidiaries, including spouses and immediate family members of such persons, are prohibited from engaging in short sales or any other form of hedging transaction involving Company securities, or other transactions resulting in net short exposures, as well as from purchasing Company securities on margin, pledging Company securities as collateral for a loan, or otherwise borrowing against Company securities. We believe our anti-hedging and anti-pledging policies further align our directors’ and our officers’ interests with those of our stockholders.

Compensation Committee Interlocks and Insider Participation: The members of the Compensation Committee during fiscal year 20212022 include those individuals set forth above under “Compensation Committee.” No person who served as a member of the Compensation Committee during 20212022 has been an officer or employee of the Company or has been involved in any related person transactions. No executive officer of the Company serves on the compensation committee or board of directors of another company that has an executive officer that serves (or served during 2021)2022) on the Company’s Compensation Committee or Board of Directors.

Stockholder and Interested Party Communications: Stockholders and other interested parties may communicate directly with the Board of Directors and the Board Chair as follows:

Availability of Corporate Governance Documents: We maintain a Company website that includes, among other items, the Corporate Governance Guidelines; the Code of Business Conduct and Ethics applicable to all directors, officers, and employees; the Code of Ethics applicable to our President and Chief Executive Officer, Chief Financial Officer, and other senior financial officers; and the charters for the Audit, Compensation, and Nominating and Governance Committees. This information is available on the “Investor Relations” section of our website, www.amg.com, under “Corporate Governance—Policies, Procedures and Guidelines,” or for the Committee charters under “Corporate Governance—Board of Directors,” but is not incorporated by reference into this Proxy Statement. If we make any substantive amendment to the Code of Ethics or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics to certain executive officers, we are obligated to disclose the nature of such amendment or waiver, the name of the person to whom any waiver was granted, and the date of waiver on our website or in a report on Form 8‑K.

Information Regarding Executive Officers of the Company

The name, age (as of April 1, 2022)2023), and positions of each of our executive officers, as well as a description of their business experience and past employment during at least the last five years, are set forth below:below, in addition to that of Mr. Billings, who recently ceased being an executive officer:

Compensation Discussion and Analysis

This section provides discussion and analysis of our executive compensation program, including the elements of executive compensation, the 20212022 compensation results, the rationale and process for reaching these results, and our compensation governance policies. The compensation results discussed are those of our President and Chief Executive Officer, Jay C. Horgen, and the other named executive officers.

The Compensation Committee designs the executive compensation program to align management incentives with long‑term stockholder interests,and we have a demonstrated history of integrating shareholder feedback into our executive compensation program over multiple years. Notwithstandingmore than a decade. For the strong stockholder support of the incentive compensation results for2021 performance year, 2020,following the Committee decided to undertake a comprehensive review of AMG’s incentive compensation determination process in 2021. Given the Committee’s track record of incorporating shareholder feedback into our executive compensation program, thefull reconstitution of the Committee with a new Chair and entirely new members in the second half of 2020, and the counselengagement of a new independent compensation consultant, Semler Brossy Consulting Group, LLC (our “Compensation Consultant”), appointed in the fourth quarter oflate 2020, following a formal search process, the Committee determined to integrateintegrated shareholder feedback in developing an enhanced, streamlined, more formulaic approach with numerous new financial and objective operational and organizational metrics, new payout targets, and higher hurdles attached to the vesting ofdetermining variable performance-based equity, and incorporating a broader peer group more reflective of AMG’s evolving business – with an objective throughout the program re-design to further align pay with business performance, and increase program transparency.

The Compensation Committee determined 2021 variable performance‑based incentive awards for our named executive officers, based on thisobjective, pre-set financial and strategic metrics. The Committee further enhanced executive compensationthe incentive determination process utilizing a formal assessmentin 2022, integrating additional shareholder feedback in streamlining the scoring criteria (reducing the number of metric targets to 10 from 13); increasing the weighting of financial metrics relative to strategic metrics; removing the single subjectively-determined metric (pre-determined, objective metrics now account for 100% of the score weighting); enhancing the determination of certain financial metrics (target-setting process for absolute earnings-related metrics was revised relative to the approach outlined in our 2022 Proxy Statement for performance year 2021); enhancing certain strategic metrics; and further refining AMG’s performance and accomplishments for the year and over the long term, measured against pre-established absolute and relative performance targets (the “Performance Assessment”). Peer Group.

The results of the Performance Assessment reflectreflected the Company’s excellent financial performance for the year against the backdrop of challenging market conditions, as well as the top-decile relative stockholder return of over +60% in 2021 and approximately +90% since the Chief Executive Officer transition in May 2019 through 2021 year-end. AMG achieved these results through2022. AMG’s 2022 performance reflected the strong execution of ourthe Company’s growth strategy (including active capital deployment through investments in high-quality independent investment managers, expanding our partnership with Systematica Investments, a leading technology-driven liquid alternatives manager, and building a new partnership with Peppertree Capital Management, a high-quality private markets manager in communications infrastructure), excellent Affiliate investment performance, and increasing momentum across the business. Further,In addition, the resultscompleted combination of AMG Affiliate BPEA with EQT AB showcased the Performance Assessment reflected thatpotential of AMG’s partnership with Affiliates in supporting the achievement of an Affiliate’s long-term strategic objectives, and resulted in significant realized value for AMG was one of the most active investors in independent asset managers over the past twenty-four months, including significant new Affiliate investment activity in areas of secular growthshareholders and client demand in 2021.an excellent strategic outcome for all stakeholders.

Overview of Our Executive

The Compensation Committee has structured our executive compensation program over the long term to further several core objectives, which include the following:

These objectives inform the design of our compensation program, which includes the following components:

Implementing strong compensation governance practices within a robust corporate governance framework

Shareholder and Proxy Advisory Firm Feedback and Surveys

To ensure that our Board of Directors, including the Compensation Committee, is apprised of stockholder and proxy advisory firm views, we regularly meet with and survey these constituents regarding our executive compensation program. As part of this process, we conduct regular outreach initiatives with the corporate governance teams at our largest stockholders, as well as

representatives from major proxy advisory firms, throughout the year, and we have a demonstrated history of integrating shareholder feedback into our executive compensation program design. In 2021, 83%2022, 97% of the votes cast by stockholders voted in favor ofsupported our Say-on-Pay proposal, expressing strong support for our executive compensation program design and its demonstrated linkage of pay-for-performance, as well as the significant integration of shareholder feedback.

As in previous years, shareholder feedback gathered throughout the year was carefully considered, along with input from our new compensation consultant,Compensation Consultant, as well as commentary from proxy advisory firms, as described in the followingour “2022 Compensation Program Enhancements and Program Overview” table: on page 8.

The Compensation Committee recognizes that in enhancing the compensation program, stockholder input has been and continues to be critical for ensuring the continued alignment of management and stockholder interests, and the Committee promotes an active process of shareholder engagement throughout the year. Our management team continues to communicate with our largest stockholders and proxy advisory firms, and to follow developments in their methodologies and analyses to ensure that the Company and our Board of Directors remain apprised of current and potential future developments.

Policies to Promote Director and Officer Equity Ownership

We believe that equity ownership by our named executive officers and directors aligns their interests with those of our stockholders, and we have two formal policies designed to promote their long-term accumulation and retention of equity in our Company. The Equity Holding Policy was implemented in 2019 for recipients of the Long-Term Equity Alignment Award, and together with the Equity Ownership Guidelines, represent an industry-leading set of policies to further cultivate an ownership mindset among senior executives, with direct and substantial alignment with stockholders through ownership of vested, unrestricted shares of AMG stock.

In addition to these formal policies, our directors and executives have demonstrated their commitment to the long-term accumulation and retention of equity through open market purchases of shares of our common stock on multiple occasions. Our executives collectively purchased over 59,000 shares in the open market sinceSince his May 2019 totaling more than $5.3 million in notional value at time of purchase, includingappointment, our President and Chief Executive Officer who has purchased 52,000 shares in the open market, across seven distinct purchases, with an aggregate notional value of approximately $4.2 million at the time of purchase, since his May 2019 appointment, reflecting an increase ofpurchase; over +240% relative to the unrestricted shares held at the time of his appointment. Over the past twothree years, our other named executive officers have purchased overmore than 7,000 shares, with an aggregate notional value of more than $1 million at the time of purchase. A majority of our current independent directors, including our Board Chair, have also purchased shares in the open market; since 2019, independent directors have collectively purchased over 50,000more than 54,000 shares, with an aggregate notional value of over $5.0more than $5.5 million at the time of purchase,purchase. In total, executives and Board members have more than doubled their ownership over the past three years. For the shares owned by year since 2019.2020 by our Chief Executive Officer, other named executive officers, and current independent directors, please see our “Governance Highlights” section on page 7.

Named Executive Officer Annual Compensation Determination Process and Results

The Compensation Committee’s annual compensation determination process begins during Committee meetings early in the performance year and continues throughout the year, with periodic reviews of the Company’s financial performance on both a relative and absolute basis and progress on various strategic objectives, as well as discussions regarding the principles and continuing effectiveness of the compensation program. TheOur President and Chief Executive Officer may attend such Compensation Committee including,meetings at the request of the Committee to participate in discussions concerning the compensation of other members of executive management, but does not participate in decisions regarding his own compensation, which occur in executive sessions. In considering whether to retain the Compensation Consultant for assistance with its annual compensation determination process, the Compensation Committee evaluates the Compensation Consultant’s independence in accordance with SEC and NYSE rules and has determined that the Compensation Consultant’s work does not raise any conflicts. Our Compensation Consultant provides input and advice to the Compensation Committee, and to the Chair of the Committee in particular, at key points throughout the Committee Chair, meets with its independent outside executive compensation consulting firm, Semler Brossy Consulting Group,year, and they meet during the year to consider the executive and director compensation of the peer companies set forth in the “Marketthis “Compensation Discussion and Industry Comparison”Analysis” section of this Proxy Statement (our “Peer Group”) and potential structures for incentive awards. The Committee considers the components of the compensation program (including the mix of compensation elements, market‑level compensation, and our compensation governance practices) in analyzing the extent to which the program furthers the Committee’s objectives of aligning compensation with shareholder value creation while retaining and motivating our executives. As discussed above, the Committee also seeks feedback from stockholders and proxy advisory firms in an ongoing engagement cycle, and takes that feedback into account in both enhancing the compensation program design, as well as in the Committee’s final compensation determinations for the year.

Following year‑end,For the applicable performance year, through a formulaic process based on objective performance metrics, the Compensation Committee conducts a comprehensive Performance Assessment ofconsiders the Company’s accomplishments during the year and over the long term, on both an absolute basis and relative to our Peer Group, and considers the individual roles of our executive officers, to establish the amount of annual performance‑based incentive awards (“Annual Incentive Compensation”) for each executive. The following provides an overview of the outcome of the revised incentive compensation determination process implemented in 2021 for our President and Chief Executive Officer; it also provided the basis for determining Annual Incentive Compensation ofOfficer and our other named executive officers. This

The Compensation Committee sets Target Payout amounts for each named executive officer, including for performance year 2022 a target at the median of the Peer Group for the Chief Executive Officer. The result of the quantitative scorecard assessment drives the incentive award payout to each named executive officer, including quantum (for the Chief Executive Officer in 2022, above or below the Peer Group median) and mix across short- and long-term incentive awards. The incentive determination process and ultimate payout structure reflectsreflect the Committee’s executive compensation program philosophy of closely aligning management incentives with business performance and long‑term stockholder interests, withinterests. Variable performance‑based incentive awards account for the substantial majority of Annual Incentive Compensation infor each executive – the form of variable performance‑based incentive awards, the significant majority of which areAnnual Incentive Compensation is in the form of equity incentive awards (with(for awards in respect of 2022, the delivery of 60%65% of the grant value of these equity incentive awards is tied to the achievement of rigorous pre‑established performance targets).

Having calculated the results of the Performance Assessment scorecard, the Committee reviewed the output from the weighted average score applied to the target Chief Executive Officer compensation, which produced total incentive compensation awards for 2022 consistent with the design of the plan. As a result, the Compensation Committee deemed it unnecessary to apply a discretionary overlay to the output.  

All dollar amounts displayed in the following steps in millions.

Dollars in millions.

For 2021, the Target Payout2022, Annual Incentive Compensation for our President and Chief Executive Officer was set at the median of CEO compensation for our Peer Group, resulting in a Target Payout of $9.6 million, and CEO Annual Incentive Compensation was capped at $17.5 million.

For 2022, the Target Payouts set for each other named executive officer was informed by the median of comparable roles at Peer Group companies, other industry benchmark data as advised by the independent Compensation Consultant, and the individual executive’s role, responsibilities, and tenure at the Company.

In the case of Mr. Jamal, Head of Affiliate Investments, the Target Payout reflected leadership in growth investments, across both new and existing Affiliates. For Mr. Wojcik, our Chief Financial Officer, the Target Payout reflected leadership in capital management and shareholder engagement, as well as strategic execution. For Mr. Erickson, Head of Affiliate Engagement, the Target Payout reflected leadership in Affiliate relationship management and strategic engagement. For Mr. Billings, former General Counsel and Secretary, the Target Payout reflected leadership in corporate affairs and governance. Further, consistent with prior years, the Compensation Committee applied a cap on Annual Incentive Compensation for each of our Head of Affiliate Investments, Chief Financial Officer, and Head of Affiliate Engagement of $10.0 million, and applied a cap on Annual Incentive Compensation for our former General Counsel and Secretary of $5.0 million.

The following table displays the 20212022 targets and 20212022 actual results for each individual metric considered in the Compensation Committee’s scorecard assessment, in which objectiveassessment. The scorecard was designed based on 10 individual strategic and financial metrics accounted for more than 90%that are expected to drive the performance of the overall score.business and share price over time. The Committee implemented a cap of 200% on the achievement level of each individual metric. A score above 100% implies a payout above the target level (in case of Chief Executive Officer, median of Peer Group). The final score of 147%128% incorporated the individual metric caps, and reflected strong financial and operating performance for performance year 20212022 measured against objective pre-determined targets in areas where management drives shareholder value:

Performance targets used in the Performance Assessment are designed to align management incentives with shareholder value creation, and take into account factors known at the time. Actual results may be impacted by a number of external factors, including macroeconomic factors, market changes, and regulatory or political changes, as well as other factors such as share repurchases and new investments in new and existing Affiliates, which may not be anticipated and could significantly impact AMG’s business. Financial targets are not intended to be a form of guidance or a prediction of AMG’s performance during the performance year or in any future period. See the “Forward-Looking Statements” section of our Annual Report on Form 10-K. EEPS / GAAP EPS Growth Percentile Rank relative to peers is determined using reported peer data for adjusted EPS or GAAP EPS (further adjusted for amortization expense where applicable) or sell-side estimates dependent on availability at the time of the January meeting of the Compensation Committee for the performance year determination. ESG-Dedicated AUM Dedicated to Sustainable Investment is based on information sourced from Affiliates. Other Strategic and Organizational Initiatives data related to employees pertain to AMG’s employees (excluding our U.S. wealth subsidiary), and not those of our Affiliates. Through our innovative partnership approach, each Affiliate’s management team retains operational autonomy in day-to-day business management and decisions, including with respect to their human capital. Displayed figures above for 2022 actual results reflect rounded values. Additional information regarding the calculations of these measures is included below under “Summary of Performance Assessment Target Descriptions and Rationale, and 20212022 Target Setting Process.” Amounts marked “not disclosed” reflect target and actual results for a performance metric that has not been publicly disclosed due to the commercially sensitive nature of the competitive information.

(1) 2020 actual Annual Management Fee EBITDA was $713 million and 2020 actual Annual EEPS was $13.36 per share. Additional information regarding non-GAAP financial performance measures, including reconciliations to the most directly comparable GAAP measure, can be found in AMG’s Annual Report on Form 10-K under “Supplemental Financial Performance Measures.”

The weighted Performance Assessment score of 147%128% for our President and Chief Executive Officer was applied to the Target Payout of $9.6$12.3 million, to produce Total Formulaic Incentive Compensation of $13.4$15.0 million. As previously described, the Compensation Committee granted a one-time Long-Term Equity Alignment Award to members

The weighted Performance Assessment score of our Executive Committee in 2019, to align the group of next-generation management with stockholders over at least a seven-year period, with the expectation that this award would replace a portion of annual incentive awards over a three-year period; as a result, in keeping with performance years 2019 and 2020, the Compensation Committee reduced the128% produced Total Formulaic Incentive Compensation derived from the annual Performance Assessment in 2021. In the third and final year of impact related to the special 2019 Long-Term Equity Alignment Award, Total Formulaic Incentive Compensation was reduced by $1.7 million to $11.7$6.8 million for our President and Chief Executive Officer, reflecting the Committee’s commitment made to stockholders in connection with that one-time award. Over the three-year period, the formulaic compensationHead of Affiliate Investments, $6.7 million for the PresidentChief Financial Officer, $4.0 million for the Head of Affiliate Engagement, and Chief Executive Officer was reduced by approximately $7.8$2.7 million in aggregate, specifically related tofor the one-time award.former General Counsel and Secretary.

The final amount of Annual Incentive Compensation for our President and Chief Executive Officer was then allocated between cash bonus and long-term equity awards using a pre-established tiered formula which caps ultimate cash awards at 45%50% of Annual Incentive Compensation (with the process viewable in the schematic on page 11), resulting in a formulaic cash bonus of $4.8$6.0 million (41%(40%) and a formulaic equity incentive award amount of $6.9$9.0 million (59%(60%) for our President and Chief Executive Officer. This formulaic equity incentive award amount was granted 40%35% in the form of Long-Term Deferred Equity Awards and 60%65% in the form of Long-Term Performance Achievement Awards, split evenly between three- and five-year measurement periods, consistent with the Committee’s targeted allocations.

For the balance of the named executive officers, formulaic cash bonuses were $3.2 million for the Head of Affiliate Investments, $3.2 million for the Chief Financial Officer, $2.0 million for the Head of Affiliate Engagement, and $1.3 million for the former General Counsel and Secretary. Formulaic equity incentive awards for such named executive officers were $3.5 million, $3.5 million, $2.0 million, and $1.3 million, respectively, granted (with the exception of Mr. Billings) 35% in the form of Long-Term Deferred Equity Awards and 65% in the form of Long-Term Performance Achievement Awards, split evenly between three- and five-year measurement periods, consistent with the Committee’s targeted allocations. Consistent with prior years, a majority ofMr. Billings’ formulaic equity compensation was awardedincentive awards were granted 100% in the form of awards subject to three-year cliff vesting, with delivery tied to rigorous Average Return on Equity (ROE) targets. In 2021, the ROE targets governing delivery of the awards were raised for the 2021 Long-Term Equity Achievement Awards. This process is displayed in the following schematic:

Other Named Executive Officers

Annual Incentive Compensation for our other named executive officers was also based on the Performance Assessment, with scorecard weightings, targets, and payouts customized for each executive officer. The targets were established for each executive officer based on the roles and responsibilities of the given position, tenure, and contributions for the performance year, as well as benchmarking data (where available) for their role. Performance Assessment scores for these executive officers ranged from 130% to 154%, as compared to 147% for our President and Chief Executive Officer, and prior to any reductions for the one-time 2019 Long-Term Equity Alignment Award. In the case of Mr. Jamal, Head of Affiliate Investments, the result reflected leadership in growth investments, across both new and existing Affiliates, against the backdrop of an exceptional year with respect to investment activity and execution. For Mr. Wojcik, our Chief Financial Officer, the result reflected leadership in capital management and shareholder engagement, as well as strategic execution. For Mr. Erickson, Head of Affiliate Engagement, the result reflected leadership in Affiliate relationship management and strategic engagement. For Mr. Billings, General Counsel, the result reflected leadership in corporate affairs and governance. Further, consistent with prior years, the Compensation Committee applied a cap on

Annual Incentive Compensation for each of our Head of Affiliate Investments, Chief Financial Officer, and Head of Affiliate Engagement of $10.0 million, and applied a cap on Annual Incentive Compensation for our General Counsel of $5.0 million.

The following table summarizes incentive compensation awarded in respect of performance year 2021 to our named executive officers:

The above table includes equity awards granted to the Company’s named executive officers in March 2022 in recognition of 2021 performance (and excludes equity awards granted in March 2021 in recognition of 2020 performance), to better demonstrate how the Company evaluates and compensates its named executive officers on an annual basis. These amounts differ from the compensation reported in the Summary Compensation Table in the “Executive Compensation Tables” section of this Proxy Statement because SEC rules require equity awards to be reported in the fiscal year of grant, even where the awards are intended to compensate executives for performance in a prior year. Cash incentive awards for Mr. Jamal and Mr. Erickson varied from the value implied by the tiered formula due to the resolution of a long-term incentive award last granted in 2018. Total amounts in the table may not add due to rounding.

The Long-Term Deferred Equity Awards (LTDEA) vest in four equal installments on March 5,light of his transition to Senior Advisor to the Company in 2023 2024, 2025, and 2026, subject to continued employment through each vesting date (and with certain limited exceptions in the case of death, disability, Retirement, or certain terminations of employment in connection with a change in control). Thehis intended retirement.

In 2022, the Committee determined to grant 50% of Long-Term Performance Achievement Awards (LTPAA) vestwith three-year cliff vesting and 50% with five-year cliff vesting, compared with 100% of awards being granted with three-year cliff vesting in prior years. The increased required duration on March 5, 2025, subject to continued employment through such date (and 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). The portionsportion of the Long-Term Performance Achievement Award grants recognized the year-over-year increase in incentive compensation against the backdrop of a challenging operating environment, and further aligned incentive compensation with long-term shareholder value creation. The ultimate delivery of all Long-Term Performance Achievement Awards that will be eligibleis tied to vest will be determined based onrigorous, transparent Average ROE targets measured over the Company’s level of achievement measured against pre-establishedrespective three- and five-year measurement periods and are only deliverable if minimum Average ROE levels are met (measured over the applicable performance targets measuringmeasurement periods).

The Average ROE target range for the Company’s Average Return on Equity, defined as the annual average2022 Long-Term Performance Achievement Awards (achievement levels at which 100% of the Company’s Economic net income (calculated on a pre-compensation basis) over a three-year measurement period ending on December 31, 2024, divided by the quarterly averageshares would be delivered) was set at 16 – 17% for each of the Company’s stockholder’s equity, controlling interest over such period (excluding accumulated other comprehensive income, impairments recorded subsequent to the grant date, and other transactions and investments included in GAAP Net income but that do not impact Economic net income), reflected as a percentage.measurement periods. If Average Return on Equity is below 10% forROE over the measurement period,periods for such awards is (i) below 10%, no shares underlying the initial award will be issued and distributed. If Average Return on Equity isdistributed; and (ii) between 10% and 25% for the measurement period,22%, a ratable portion between 20%40% and up to a maximum of 150% of the shares underlying the award will be issued and distributed, with 100%distributed.

The Compensation Committee increased the rigor of the shares underlyingAverage ROE target for awards issued in respect of performance year 2022, by reducing the initial award issued and distributed ifbottom end of the range by 2% (and the top end of the range by 3%), or less than the full 4% decline in forward Average ROE which is expected to result from the increase in stockholders’ equity due to the BPEA transaction. The Committee recalibrated Average ROE targets applied to the performance-based equity awards granted in respect of performance year 2022, to reflect the significant impact of the after-tax gain associated with the BPEA transaction on the Company’s stockholders’ equity, an increase of approximately $576 million in stockholders’ equity without a commensurate increase in Economic net income, as the gain from the transaction was excluded from Economic net income, which we expect will cause an estimated decline in Average ReturnROE of approximately 4% on Equity of between 18% and 20% is achieved. The reported grant date fair value assumes that the midpoint level of Average Return on Equity will be achieved.a go-forward basis.

Summary of Performance Assessment Target Descriptions and Rationale, and 20212022 Target Setting Process

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Summary of Enhancements to Performance Assessment

The following is a summary of the key features of the Compensation Committee’s annual incentive compensation determination process, including the enhancements made in 2021, in response to shareholder and proxy advisory firm feedback and to further support our compensation program philosophy of aligning pay with performance:

Market and Industry Comparison

The Compensation Committee believes that in order to retain and motivate key management team members, which is an important part of our compensation program philosophy, total compensation must be competitive relative to the market for the services of our named executive officers. The Compensation Committee used data derived from our Peer Group as one of a number of analytical tools and reference points to inform its decisions about overall compensation, compensation elements, optimum pay mix, and the relative competitive landscape.

The Compensation Committee regularly reviews our Peer Group in order to ensure its ongoing relevance. In determining the Company’s Peer Group on an annual basis, the Compensation Committee considers both industry and company‑specific dynamics to identify the peers with which we compete for client assets, stockholders, and talent. As a result, the Committee focuses on peers within the asset management industry, as well as financial services companies with significant asset management components to their businesses and does not, for example, include retail or investment banks, brokerage or custodian firms, or insurance companies. The Committee also evaluates the Peer Group to ensure that it reflects the Company’s growth, overall changes in the asset management industry, and the business models, size, and scope of our competitors.

As part of its annual process, the Compensation Committee reviewed our Peer Group for 2021 compensation comparisons, applying the following principles as a guide.

These guiding principles reflect the Compensation Committee’s focus on maintaining a Peer Group that remains relevant throughout the various stages of our growth and expansion, and that reflects current developments in the businesses of our peers. 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, as well as the modest capital requirements of asset management companies. This is in contrast to other financial services companies, such as banks, insurance, specialty finance, brokerage and custodian firms, and financial information technology companies, which also rely on balance sheet capital, scale of operations, and physical infrastructure to drive revenue and profitability. Thus, the size of the businesses competing with us for human talent, as measured by assets or revenues, does not always correspond to their profitability. Further, the Committee recognizes that certain firms within the industries that we compete with for executive talent, such as private equity firms and certain asset managers, use compensation models that are distinct from other businesses when comparing pay as a factor of assets or financial results.

In addition, the Compensation Committee recognizes that the companies within our Peer Group vary by business strategy (including those with substantial passive investment businesses versus actively managed investment strategies), product concentration (money market products versus return‑oriented equity and/or alternative products), overall profitability, and stockholder returns. The nature of the roles of executives also varies by firm. For example, our senior management team has developed a differentiated skill set and reputation to match our unique business model of pursuing 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.

The following table lists the companies in our Peer Group, which the Compensation Committee reviewed in determining 2021 compensation for our named executive officers. We believe this Peer Group is consistent with our guiding principles, and includes companies that we compete with for client assets, executive talent, and capital providers, including stockholders. Our Peer Group was revised in 2021 to include peers with market capitalizations and business scope (including alternative-focused asset management businesses) aligned with the ongoing evolution of our business, and to replace peers impacted by industry consolidation. See “Named Executive Officer Annual Compensation Determination Process and Results” on page 32.

Our Compensation Committee

The Compensation Committee oversees our general compensation policies, establishes and reviews the compensation plans and benefit programs applicable to our named executive officers, and administers our incentive plans.

The Compensation Committee was entirely reconstituted in 2020 and currently consists of Mr. Churchill, Mr. Jeffery, and Ms. Palandjian, with Mr. Jeffery serving as the Chair. The members of the Committee have significant experience in compensation matters from their service as directors, executive officers, and/or advisors to various public and private companies, and the Committee members collectively have extensive experience with the Company and its compensation matters. The Committee’s agenda and meeting calendar are determined by the Committee, with input as appropriate from our President and Chief Executive Officer, Mr. Horgen, who attends meetings at the request of the Committee to participate in discussions concerning the compensation of other members of executive management and the design of our incentive plans, but does not participate in discussions regarding his own compensation, which occur in executive sessions of the Committee. The Committee also invites other members of the executive team to attend certain meetings to discuss the design, implementation, and administration of our incentive plans. The Committee has the sole authority to approve the compensation of our named executive officers and the performance goals related to such plans and programs.

The Compensation Committee regularly meets without management team members present, and the Chair regularly provides reports to the Board of Directors on compensation considerations. Our Compensation Consultant provides input and advice to the Compensation Committee, and to the Chair of the Committee in particular, at key points throughout the year.

Compensation Consultant

As part of our continual review and evolution of our compensation program, in early 2020, we initiated a formal process to identify a new independent compensation consultant. In mid-2020, the Compensation Committee selected Semler Brossy Consulting Group, a national compensation consulting firm providing executive compensation advisory services. The Compensation Consultant assists the Committee with compensation matters, including reviewing Peer Group benchmarking information, and providing an independent analysis of how our executive and director compensation policies and practices compared to the companies in our Peer Group. Our Compensation Consultant, which provides no other services to us, reported its findings directly to the Compensation Committee. The independence of our Compensation Consultant has been evaluated in accordance with SEC rules, and the Committee has determined that the Compensation Consultant’s work does not raise any conflicts of interest.

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 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 increases in shareholder value and long-term stockholder interests and, therefore, we believe our compensation arrangements do not encourage inappropriate risk-taking. The named executive officers’ salaries are fixed in amount and typically account for approximately 10% of their Annual Total Direct Compensation. For 2021,2022, all other Annual Total Direct Compensation (other than base salaries and perquisites) for named executive officers was determined using the Performance Assessment, which links incentive award payouts to pre-established performance targets (with caps on the scoring of individual metrics) and to a peer benchmarked pay target, and the total Annual Incentive Compensation of each named executive officer was subject to a maximum payout. The Compensation Committee also reviews the output of the scorecard and the resulting incentive compensation to ensure that the output is consistent with the design of the plan. The Committee could apply incremental discretion for a variety of factors, including, but not limited to, a result inconsistent with the plan design, factors that arise after establishing the Peer Group, payout targets, and scorecard metrics earlier in the year (no discretion was applied in 2022). Total Formulaic Incentive Compensation is then allocated between cash bonus and long-term equity awards using the pre-established tiered formula, resulting in formulaic cash bonus and equity incentive award amounts. Additionally, 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 our performance, and the awards are subject to long term vesting schedules to help ensure that executives have significant value tied to long-term performance. In addition, to

Clawback Policy

To further ensure the alignment of compensation with long-term performance, we havemaintain a clawback policy that allows for the recoupment of performance-based compensation from executive officers in the event of a material restatement of our financial results due to a material error within three years of the original reporting. In the event of such occurrence, the Board of Directors will review the facts and circumstances that led to the restatement and will take such actions as it deemsdeemed necessary and appropriate (such as the possible recoupment of incentive compensation of one or more executive officers).

In connection with the Long-Term Equity Alignment Award granted in August of 2019, the Compensation Committee applied its risk assessment process and included specific design features to the award to avoid creating incentives that might encourage inappropriate risk-taking. These features include extended vesting periods, with no awards vesting in the first two years from grant, and a significant portionlight of the award is subjectSEC’s adoption of final clawback rules in October 2022, we expect to five-year cliff vesting, to avoid incentives that might encourage inappropriate risk-taking focused on short-term results. Further, both the Alignment RSUs and the Alignment Options are subject to performance conditions based on average Return on Equity, with extended measurement periods ranging from two to five years, to focus management on producing long-term shareholder value over an extended period. Recipients of the Long-Term Equity Alignment Award are subject to an Equity Holding Policy adopted in 2019 that adds additional restrictions on sales of AMG shares for the remainder of the recipient’s time at the Company, and includes specific holding periods on the Alignment RSUs of six years after grant (through 2025) and on the Alignment Option shares for seven years after grant (through 2026). The awards are also subject to the Company’supdate our clawback policy that allows, under certain circumstances, for the recoupment of the awards. These features of the awards were designedas may be necessary to discourage risk taking and ensure that executives have significant value tied to long-term performance of the Company.

Pay Ratio

The total annual compensation of our President and Chief Executive Officer for 2021, as reported in the “Total” column of the Summary Compensation Table, was $9,063,156. The total annual compensation of our median employee for 2021, calculated on the same basis as the Summary Compensation Table, was $183,137. The ratio of our Chief Executive Officer’s total annual compensation for 2021 to our median employee’s total annual compensation for 2021 was 49 to 1.

We selected our median employee by analyzing the compensation of each of our employees who were employed by the Company as of December 31, 2021, excluding our President and Chief Executive Officer,comply with each employee’s compensation calculated by reference to their fixed cash compensation for the year ended December 31, 2021, derived from payroll and other company records. We established a new median employee for 2021, following the previous median employee’s departure form the Company. 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 2021 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 our subsidiaries where we control the compensation determinations for the subsidiary’s employees.

We believe executive pay must 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.final NYSE listing standards, once effective.

Equity Grant Policy

We grant all equity awards, including stock options, under the terms of an equity grant policy. Pursuant to the policy, we generally grant equity awards to our named executive officers at regularly scheduled meetings of the Compensation Committee in the first quarter, and to directors at regularly scheduled meetings of the Compensation Committee in the first quarter and in the third quarter, although the Committee retains discretion to grant awards at other times during the year. If the date of a Committee approval of an equity grant falls within a regularly scheduled quarterly blackout period under our insider 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. If the Compensation Committee is in possession of material non‑public information, either favorable or unfavorable, when equity awards are made, the Compensation Committee will not take this information into consideration when determining award amounts.

Tax Deductibility of Compensation

The availability of tax deductions for cash and equity compensation is one of many factors that the Compensation Committee considers in designing a compensation program that is intended to attract and retain executive talent and to reward our named executive officers for their contributions to the success of the Company.

The Internal Revenue Code of 1986, as amended from time to time, under Section 162(m), generally disallows a tax deduction for compensation in excess of $1 million paid to any “covered employee” of a publicly held corporation (generally the corporation’s chief executive officer, chief financial officer, and its next three most highly compensated executive officers, in the year that the compensation is paid). The Compensation Committee is committed to maintaining a compensation program and establishing compensation levels that take tax consequences into account, and will continue to consider these issues, while prioritizing a focus on attracting and retaining executive talent and aligning management incentives with long‑term stockholder interests.

Compensation Committee Report

The Compensation Committee has reviewed and discussed this Compensation Discussion and Analysis with our management team. Based on its review and discussions with management, the Compensation Committee recommended to the Board of Directors that this Compensation Discussion and Analysis be included in this Proxy Statement.

Reuben Jeffery III, Chair

Dwight D. Churchill

Tracy P. Palandjian

Félix V. Matos Rodríguez

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 and Chief Financial Officer, and three other most highly compensated executive officers, during the fiscal year ended December 31, 20212022 (collectively, the “named executive officers”).

Equity awards granted in March 20222023 in recognition of performance during fiscal year 20212022 do not appear in the following Summary Compensation Table or the Grants of Plan-Based Awards table because SEC rules require equity awards to be reported in these tables in the fiscal year of grant, even where the awards are intended to compensate executives for performance in a prior year. For information on the equity awards granted in March 20222023 in recognition of 20212022 performance, please refer to the discussion in the Compensation“Compensation Discussion and AnalysisAnalysis” section of this Proxy Statement.

Summary Compensation Table