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.             )

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 the appropriate box):

AFFILIATED MANAGERS GROUP, INC.

777 South Flagler Drive

West Palm Beach, Florida 33401

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 14, 2016

NOTICE IS HEREBY GIVEN that the 20162019 Annual Meeting of Stockholders (the "Annual Meeting"“Annual Meeting”) of Affiliated Managers Group, Inc. (the "Company" or "AMG"“Company”) will be held on Tuesday, June 14, 2016,Wednesday, May 29, 2019, at 2:00 p.m. British Summer Time (9:10:00 a.m. Eastern Daylight Time),Time at the Company's LondonCompany’s office at 35 Park Lane, London W1K 1RB, United Kingdom,600 Hale Street, Prides Crossing, Massachusetts 01965, for the following purposes:

1.

To elect eight directors of the Company to serve until the 2017 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified.



2.

To approve, by a non-binding advisory vote, the compensation of the Company's named executive officers.



3.

To ratify the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the current fiscal year.



4.

To consider and act upon any other matters that may properly be brought before the Annual Meeting and at any adjournments or postponements thereof.

This year, we have again saved significant mailing and printing costs and reduced our environmental impact by providing proxy materials to you over the Internet pursuant to Securities and Exchange Commission rules. On or about April 29, 2016,17, 2019, we will mail to our stockholders a Notice of Internet Availability of Proxy Materials (the "Notice"“Notice”) containing instructions on how to access thisthe Proxy Statement and our 20152018 Annual Report on Form 10-K10‑K online. The Notice, which cannot itself be used to vote your shares, also provides instructions on how to vote byover the Internet 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 20152018 Annual Report on Form 10-K10‑K are available to you atwww.proxyvote.comwww.proxyvote.com.

The Company'sCompany’s Board of Directors fixed the close of business on April 15, 20162, 2019 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 byover the Internet, 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.

		By Order of the Board of Directors.
		David M. Billings,
		General Counsel and Secretary
West Palm Beach, Florida
April 17, 2019

West Palm Beach, Florida
April 29, 2016

AFFILIATED MANAGERS GROUP, INC.

777 South Flagler Drive

West Palm Beach, Florida 33401

PROXY STATEMENT

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FOR 20162019 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 14, 2016MAY 29, 2019

April 29, 201617, 2019

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"“Company,” “we” or "us"“us”) for use at our 20162019 Annual Meeting of Stockholders to be held on Tuesday, June 14, 2016,Wednesday, May 29, 2019, at 2:00 p.m. British Summer Time (9:10:00 a.m. Eastern Daylight Time),Time at the Company's LondonCompany’s office at 35 Park Lane, London W1K 1RB, United Kingdom,600 Hale Street, Prides Crossing, Massachusetts 01965 and at any adjournments or postponements thereof (the "Annual Meeting"“Annual Meeting”). At the Annual Meeting, stockholders will be asked to elect eightten directors, approve, by a non-bindingnon‑binding advisory vote, the compensation of the Company'sCompany’s named executive officers (as defined in the "Executive“Executive Compensation Tables"Tables” section of this Proxy Statement), ratify the selection of PricewaterhouseCoopers LLP ("PricewaterhouseCoopers"(“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 Internet Availability of Proxy Materials.This year, we have again saved significant mailing and printing costs and reduced our environmental impact by providing proxy materials to you over the Internet in accordance with Securities and Exchange Commission ("SEC"(“SEC”) rules. On or aboutApril 29, 2016,17, 2019, we will mail to our stockholders a Notice of Internet Availability of Proxy Materials (the "Notice"“Notice”) containing instructions on how to access this Proxy Statement and our 20152018 Annual Report on Form 10-K10‑K online. The Notice, which cannot itself be used to vote your shares, also provides instructions on how to vote byover the Internet 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 20152018 Annual Report on Form 10-K10‑K are available to you atwww.proxyvote.com.

Stockholders of record of the Company'sCompany’s common stock at the close of business on the record date of April 15, 20162, 2019 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 53,811,45451,197,936 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,non‑votes, if any, will be counted as present and entitled to vote for purposes of establishing a quorum but will not be considered as votes cast on any matter.quorum.

A "broker non-vote"“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'clients’ proxies only on matters deemed "routine"“routine” by the New York Stock Exchange.Exchange (“NYSE”).

At this year'syear’s Annual Meeting, the election of directors (Proposal 1) and the advisory vote on executive compensation (Proposal 2) are non-routinenon‑routine matters, and only the ratification of our auditors (Proposal 3) 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 byover the Internet or by telephone, or by returning a completed, signed and dated proxy card or voting instruction form. If you vote byover the Internet 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, and FOR the ratification of the selection of PricewaterhouseCoopersPwC 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'sCompany’s principal executive offices,office at 777 South Flagler Drive, West Palm Beach, Florida 33401-6152;33401‑6152, by submitting a duly executed proxy bearing a later date;date, or by appearing in person and voting by ballot at the Annual Meeting. A stockholder of record who voted byover the Internet or by telephone may also change his or her vote with a timely and valid later Internet 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.ownership, along with picture identification. The address of the Company's LondonCompany’s office in Prides 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 20162019 Annual Meeting of Stockholders. You should read the entire Proxy Statement carefully before voting.

2016 2019 Annual Meeting of Stockholders
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Meeting Information				Agenda Items		Recommendation		Additional Detail
June 14, 2016				Proposal 1—Election of Directors		• FOR each Nominee		• Page 7
​ Meeting Information	​ Agenda Items	​ Recommendation	​	​	​	​	​	​ Additional Detail
2:00 p.m. British Summer Time (9: May 29, 2019 10:00 a.m. Eastern Daylight Time)Time Affiliated Managers Group, Inc. 600 Hale Street Prides Crossing, Massachusetts 01965	Proposal 1—Election of Directors	FOR each Nominee	Page 11
	Proposal 2—2—Advisory Vote to Approve Executive Compensation (Say-on-Pay)(Say-on-Pay)		• FOR		• Page 6261
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Affiliated Managers Group, Ltd. 35 Park Lane, London W1K 1RB United Kingdom Record Date: April 15, 2016				Proposal 3—3—Ratification of Selection of Independent Registered Public Accounting Firm for 2016		• FOR		• Page 6362

 

Governance Highlights
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Active Board Refreshment	Company Overview	• New Lead Independent Director in 2015 • New chairs of all Board committees in 2015 • Three new directors since 2012		• Average director tenure of seven years • Average director age of 54
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Highly Independent Board AMG is a global asset management company with equity investments in leading boutique investment management firms, referred to as “Affiliates.” AMG’s innovative partnership approach allows each Affiliate’s management team to own significant equity in their firm and maintain operational autonomy. AMG’s strategy is to generate shareholder value through the growth of Directors	existing Affiliates, as well as through investments in new Affiliates and additional investments in existing Affiliates. In addition, AMG provides centralized assistance to its Affiliates in strategic matters, marketing, distribution, product development and operations. As of December 31, 2018, AMG’s aggregate assets under management were $736.0 billion in more than 500 investment products across a broad range of active, return-oriented strategies.	• Seven of our eight directors are independent

• All Board committees are 100% independentGovernance Highlights
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Strong Lead Highly Independent Director	and Diverse Board	• Active Lead Independent Director with expansive duties		• Newduties; new appointment in 2015
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Frequent Executive Sessions		• Independent•   Women represent 25% of non‑executive directors, meet regularly without management, led by our Lead Independent Directorwith two female directors currently on the Board •   25% of non-executive directors are non‑U.S. citizens		•   New Executive Chairman role separates the CEO and Chairman functions Executive sessions include Board and committee annual self-assessments
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No Overboarding		• Only three directors serving on boards of other public companies		• No director serves on more than two boards of other public companies
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Equity Ownership Guidelines		• 10x annual base salary for our Chairman and Chief Executive Officer		• 7x annual base salary for all other NEOs • 5x annual base fees for non-executive directors
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Diverse and Engaged Board		• Directors bring a wide array of qualifications, skills and attributes to our Board, strengthening its ability to carry out its oversight role on behalf of stockholders		• SeeAMG’s Board; see Director Experience and Skills Overview on page 813
Active Board Refreshment	•   40% of the directors joined the Board within last five years •   New chairs of all committees and a new Lead Independent Director in the last four years Each•   Executive Chairman role established in 2018	•   Balanced mix of short‑ and long-tenured non‑executive directors; average tenure of eight years (shorter than the peer average) •   Long-tenured directors in leadership roles
Director Accountability, Development and Engagement	•   100% director had anattendance at Board meetings, and over 98% average attendance rate at Board and committee meetings, of at least 96% in 20152018
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Accountability	•   Comprehensive orientation for new directors; ongoing development programs, with additional training for directors in new leadership roles	•   Annual Board and committee self-evaluations and individual director assessments •   Annual election of directors at majority vote standard; plurality carve-out for contested electionsstandard (no staggered board), with a 99% average director re‑election vote in 2018
• No staggered board or poison pill • All directors re-elected by at least 98% of votes in 2015Overboarding	•   Three directors serve on boards of other public companies	•   No director serves on more than one additional public company board
Active Stockholder Engagement	•   Active engagement, with regular stockholder outreach on topics including corporate governance and executive compensation Active•   Demonstrated integration of stockholder engagement—meetings on governance topics with approximately 1/3feedback into executive compensation program design	•   2017-2018 outreach initiative to over 200 stockholders representing over 90% of voting shares in 2015-2016 year-to-date • Expanded outreach effort to discuss corporate governance issues   Compensation Committee Chair attended multiple meetings with top institutional investors instituted in 2015
​ Equity Ownership Guidelines	​ •   10x annual base salary for AMG’s CEO •   10x annual base salary for AMG’s President and CFO, increased in 2019 from 7x •   7x annual base salary for all other NEOs	​	​	​ •   5x annual base fees for non-executive directors •   CEO and President and CFO each holds shares of AMG stock representing >25x their respective salaries, significantly exceeding the required levels
Active Implementation of Long‑Term Succession Plan	•   In 2018, AMG announced that Chairman and CEO Sean M. Healey had been diagnosed with ALS, and the Board immediately initiated its long‑term succession plan •   The successful initiation of the Board’s long‑term succession plan was the culmination of advance evaluation and planning, to be in a position to immediately provide continuity of leadership in a time of unexpected transition	•   In May 2018, Nathaniel Dalton (formerly President and COO) succeeded Mr. Healey as CEO and Mr. Healey was appointed Executive Chairman, and in early 2019 CFO Jay C. Horgen was appointed as President and AMG announced that a new CFO would be joining •   Transition and succession planning activities are ongoing, with the continued enhancement of the senior management team through new and evolving roles
Prioritization of Risk Management Oversight	and ESG Factors	• Board has principal responsibility for oversight of ourAMG’s risk management process, including data security, privacy and other ESG topics • Majority of directors have extensive background and experience in risk management		• Board recognition of impact of ESG factors; eight•   Eleven Affiliates are signatories to UNPRI and five are signatories to the United Nations PrinciplesUK Stewardship Code	•   A cross‑functional Sustainability Committee was formed in 2018, with oversight responsibility of Responsible Investing (UNPRI)AMG’s policies and operational controls for environmental, health and safety, and social risks •   The Sustainability Committee reports to the Board at least annually, and includes members of AMG’s executive management team

2018 Performance Highlights
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2015 Performance Highlights
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Record Financial Results		Strong annual growth across all key Solid financial metrics againstperformance in a challenging environment for active asset managers	•    2018 financial and operating results were impacted by industry-wide client risk aversion, as well as lower performance fees and elevated market backdrop •volatility, particularly in the fourth quarter, which produced broadly negative returns across asset classes Relative Results—Compound annual growth rates across all key financial metrics, including industry-leading earnings growth, outpaced the 75th percentile of our Peer Group for the 1-, 3- and 5-year periods •    • Financial Results—Record levels across all key metrics in 2015, including GAAP net income, GAAP earnings per share Economic net income, of $4.52, lower than the prior year, primarily due to non-cash impairment charges and other one-time items •    AUM of $736 billion at year end, lower than the prior year, reflecting modestly negative flows for the year, as well as the impact of elevated market volatility and foreign exchange rate changes	•    AMG’s 2018 GAAP results were largely impacted by a small number of one-time items, including non-cash impairment charges relating to two alternative Affiliates in 2018 and a one-time gain in the prior year relating to tax reform, as well as AMG’s donation to establish The Sean M. Healey and AMG Center for ALS at Mass General •    Economic earnings per share EBITDA, and year-end pro forma AUM • Earnings Growth Rates—3- and 5-year compound annual growth rates remained outstanding across all financial metrics • Strong results in a challenging environment—Results were particularly strong when viewed against the challenging environment for asset managers, which was impacted by market declines and industry-wide net outflows of actively-managed client assets, contributing to weak stockholder returns across the sector$14.50		Key financial metrics: highest annual levels in Company history • GAAP net income of $516.0 million—an increase of 14% over, relatively flat compared with the prior year, andyear; compound annual growth rates of 44%5% and 30%8% over the 3- and 5-year periods • •    GAAP earnings per shareAggregate fees of $9.28—$5.4 billionan increase of 16% over, relatively flat compared with the prior year, andyear; compound annual growth rates of 41%10% and 27%7% over the 3- and 5-year periods
	Additional information on 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.” Aggregate fees is an operating measure that consists of the total asset- and performance-based fees earned by all of AMG’s Affiliates, as further described in the Annual Report on Form 10-K.
•Ongoing focus on core strategy and positioning AMG for future growth	EconomicFocus on strategic partnerships and distribution strategies; solid organic growth outlook •    Elevated market volatility increased industry‑wide client risk aversion, leading to modestly negative net income of $691.2 million—an increase of 7%client cash flows for the year; however, positive flows in alternative and multi-asset strategies over the prior year and compound annual •    Strong long-term organic growth, rates of 19% and 18% over the 3- and 5-year periods • Economic earnings per share of $12.55—an increase of 10% over the prior year, and compound annual growth rates of 18% and 16% over the 3- and 5-year periods • EBITDA of $942.2 million—an increase of 5% over the prior year, and compound annual growth rates of 20% and 18% over the 3- and 5-year periods • Pro forma AUM of $628 billion as of year-end—an increase over the prior year against a challenging market backdrop, and compound annual growth rates of 13% and 14% over the 3- and 5-year periods
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Strong Long-Term Stockholder Value Creation		Relative Stock Performance • Long-term stock performance significantly outpaced 75% of our Peer Groupwith net client cash flows over the past five yearsdecade of over $115 billion into active equity products and alternative strategies • Stock underperformed our Peer Group average•    Formation of new strategic partnerships to enhance AMG’s product set and expand distribution capabilities, including the recent partnership with Nordea Asset Management to deepen coverage of European and Latin American clients •    New office in 2015, though stock has outperformed 100% of the Peer GroupJapan to build strategy for executing on substantial opportunities in 2016 year-to-datethat market •    Continued focus on cultivating strong relationships with prospective new Affiliates in a challenging transaction environment, remaining highly selective while positioning AMG for new forward investment opportunities	Ongoing focus on capital management and pursuit of efficiency opportunities •    Demonstrated commitment to returning capital to stockholders, with an increase in AMG’s quarterly cash dividend each year since its initiation, along with $490 million in share repurchases in 2018 and between $100 million and $300 million in repurchases targeted for the first half of 2019 •    Lowered cost of capital and extended the duration of borrowings through the refinancing of AMG’s credit facilities; entered into foreign currency derivative contracts to access lower interest rates •    Active review of AMG’s business for opportunities to improve efficiencies and support the positioning of Affiliates’ businesses for future opportunities; for example, combining the investment team at Trilogy Global Advisors with GW&K Investment Management •    Reducing operating expenses at AMG while also working with a number of Affiliates to assist in aligning their business infrastructures with foreseeable opportunities and against evolving industry dynamics Execution on significant ESG initiatives, including the establishment of The Sean M. Healey and AMG Center for ALS at Mass General •    A significant one‑time matching gift in 2018 established The Healey Center, uniting world experts to revolutionize treatments and pursue a cure for ALS, reflecting AMG’s commitment to non-profit organizations in our communities and to fostering a culture of philanthropy and sound corporate citizenship among our employees and peers
2018 stock decline, reflecting a period of elevated market volatility; strong long‑term stockholder value creation	Absolute stock performance •    Stock Performance • At 12/31/15, stockholder returns of +23% and +61% over the 3- and 5-year periods; +920% since IPO (through 2016 year-to-date, returns of approximately +35%, +75% and +1010% over each respective period) • Stockprice declined -25%‑52% in 2015,2018, reflecting thea challenging market environment for active asset managers and elevated market volatility, particularly in the fourth quarter; however, stock price rebounded approximately +15% year-to-date •    Stockholder returns of +135% over the trailing 10-year period and +530% since AMG’s IPO; ‑38% and -54% over the 3‑ and 5‑year periods	Relative stock performance •    2018 stock performance fell behind AMG’s Peer Group average, as well as the S&P 500® •    Stockholder returns in 2018 were impacted across the sector, with stock prices declining ‑36% at the median across publicly traded traditional asset managers, relative to the ‑6% return generated by the S&P 500® index •    Long-term stock performance outpaced AMG’s Peer Group median over the 10‑year period

2018 CEO Transition and Ongoing Succession Planning

Successful Initiation of Long-Term Succession Plan

•    In May 2018, AMG announced that Sean M. Healey, Chairman and Chief Executive Officer, had been diagnosed with amyotrophic lateral sclerosis (a motor neuron disease otherwise known as ALS, or Lou Gehrig’s disease), and the Board immediately initiated its long-term succession plan •    Nathaniel Dalton (formerly President and COO) immediately succeeded Mr. Healey as CEO and Mr. Healey was appointed Executive Chairman, and in early 2019 CFO Jay C. Horgen was appointed as President and AMG announced that a new CFO, Thomas M. Wojcik, would be joining AMG from BlackRock, Inc. •    The directors continue to serve as a source of strategic strength for AMG and for Mr. Dalton and Mr. Horgen in their new roles, bringing significant diversity in skills, experiences and perspectives

New Executive Chairman Role

•    For over 20 years, Mr. Healey’s strategic vision and leadership have shaped AMG and driven its long-term success, and AMG continues to benefit from Mr. Healey’s contributions through his new position as Executive Chairman •    The new Executive Chairman role, combined with a strong Lead Independent Director, supports a number of important objectives -   Retains Mr. Healey in a leadership role, keeping him actively involved in the development and oversight of AMG’s strategy as he pursues treatment -   Provides continuity in the execution of AMG’s business and strategy, as well as support for the senior management team -   Maintains continuity in Board governance, with Mr. Healey continuing to chair meetings of the Board and coordinate its agenda, in consultation with AMG’s CEO, President and Lead Independent Director, and continuing to guide AMG’s strategic direction -   Separates the Chairman and CEO functions, while retaining a Chairman who has unparalleled knowledge of AMG’s business and operations and is a widely recognized leader in the asset management industry; however,industry •    The total compensation of AMG’s Executive Chairman declined -43% compared to 2017; significant relative reduction expected for the 2019 performance year, as the senior management team continues to evolve; Executive Chairman compensation structure on a forward basis will reflect (i) Mr. Healey’s role as Executive Chairman for a full calendar year (as compared to 2018 when he served as CEO for part of the year), (ii) market comparisons for the role and (iii) award mix and levels that further the Committee’s objectives of aligning compensation with stockholder value creation and retaining and motivating executives

Ongoing Transition and Succession Planning Activities and Continued Enhancement of Senior Team

•    Nathaniel Dalton appointed as CEO in May 2018, with long tenure and a uniquely deep understanding of AMG’s business - Joined AMG in 1996, and has increased approximately 10%worked side-by-side with Mr. Healey for nearly 25 years as one of AMG’s founders; appointed as COO of AMG in 2016 year-to-date2006 and President in 2011 - Responsible for AMG’s Affiliate relationship management function for nearly 20 years and leading the development of AMG’s centralized global distribution function from its earliest stages, with close involvement in strategic decisions and execution throughout AMG’s history - Provides continuity in the execution of AMG’s overall strategy, which is to be the partner of choice to the world’s most highly-regarded boutique investment management firms, and a global leader in asset management •    Jay C. Horgen appointed as President in February 2019, in an expanding role as part of the Board’s long‑term succession plan - Promotion reflects the continuing evolution of Mr. Horgen’s responsibility set and his increasingly broad leadership role at AMG, as well as his central and significant role in supporting Mr. Healey and Mr. Dalton in managing the business - 25-year focus on the asset management business and a long and successful tenure at AMG—joined AMG in 2007 to oversee New Investments, directly overseeing eight Affiliate investments; promoted to CFO in 2011 and built out the finance department as AMG became a more global company operating in an increasingly complex regulatory environment - Broadened role involves working closely with the Head of Global Distribution to execute AMG’s growth strategy across its distribution platforms, as well as continuing to oversee AMG’s finance and capital management functions and continuing to be involved in building relationships with prospective Affiliates •    Additional senior management team transition and succession planning activities are ongoing, with several senior members evolving into new roles and additional members joining the team - In March 2019, AMG announced the appointment of Thomas M. Wojcik as its next CFO; Mr. Wojcik will join AMG in April 2019 and transition to CFO no later than the announcement of AMG’s earnings for the second quarter of 2019; he joins AMG from BlackRock, Inc., where he most recently served as Managing Director and Chief Financial Officer for Europe, Middle East, and Africa (EMEA), Head of EMEA Strategy, and Global Head of Investor Relations, and brings distinctive industry experience as an investor, operator and strategic leader - Other senior promotions include Alexandra Lynn, who joined AMG in 2009, to Chief Administrative Officer, and John Erickson, who joined AMG in 2014, to taking sole responsibility for AMG’s Affiliate relationship management as Executive Vice President, Head of Affiliate Development •    The Board continues to focus on implementing its long-term succession plan, and on further developing and expanding the senior management team, to maintain a breadth and depth of talent to ensure that AMG is well‑positioned to continue to execute against its strategy

Compensation Program and Governance Changes

Positive Stockholder Feedback on 2017 Compensation Program Enhancements

At AMG’s last Annual Meeting, over 94% of stockholder votes cast were in favor of named executive officer compensation, reflecting strong support for AMG’s executive compensation program design and its demonstrated linkage of pay-for-performance. This high level of support followed a comprehensive outreach to stockholders to discuss a broad range of topics, including executive compensation and governance matters. During this outreach, senior management attended in-person meetings with top institutional investors and major proxy advisory firms, in several of which AMG’s Compensation Committee Chair, Jide Zeitlin, participated. The Compensation Committee considered the feedback from this outreach, and implemented meaningful enhancements to AMG’s compensation program in 2017.  

During ongoing stockholder engagement, stockholders expressed strong support for the 2017 enhancements, including those summarized below:

▪    Significantly increased the proportion of performance-based equity awards to 60% of AMG’s CEO’s total equity incentive awards, with the result that performance-conditioned equity is now the largest component of total CEO compensation

▪    Implemented a new return on equity metric for performance awards, to better align management incentives with the strategic goals of both growing earnings and effectively managing capital

▪    Revised the weightings of the performance scorecard categories to increase the quantitative financial and stock performance factors and reduce the weighting of the more subjective strategic factors

▪    Significantly expanded the Performance Assessments disclosure, including disclosure of the scores for each scorecard category as well as the financial targets used to determine formulaic cash bonus awards

▪    Eliminated performance award “re-testing” concerns through the use of a single operating metric hurdle measured over a single three‑year period

▪    Established distinct caps on Performance-Based Incentive Compensation for each NEO, in addition to the CEO, and lowered the existing cap on CEO Performance-Based Incentive Compensation by 20% in 2017

Over 94% of stockholder votes cast were in favor of NEO compensation in AMG’s 2018 Say-on-Pay Vote

Compensation Program and Governance Changes (cont.)
​			​	​	​	​ 2018 Stockholder Comments and Additional Governance and Compensation Program Enhancements
Excellent Strategic Performance				Successful execution of product and global distribution strategies • Affiliates continue to generate outstanding relative investment performance, in addition to numerous awards for investment excellence • Global Distribution generated significant gross sales, winning new mandates in every coverage region globally		Outstanding capital deployment in new Affiliate investments • Completed six new investments in 2015 and 2016 year-to-date, enhancing AMG's geographic diversity and position in global and alternative strategies Strong execution of capital management strategy • Strengthened our balance sheet and lowered cost of capital, while simultaneously returning capital toAMG has continued its engagement with stockholders and funding substantial new Affiliate investmentsproxy advisory firms on AMG’s executive compensation program and governance practices. The recent outreach effort included meetings with institutional investors over the course of the year, as well as multiple in‑person meetings with major proxy advisory firms. AMG’s Compensation Committee Chair once again attended multiple meetings with top institutional investors and a major proxy advisory firm. The collective feedback from this outreach was taken into account and is reflected in further enhancements made to AMG’s corporate governance practices and compensation program design this year, as well as in the Committee’s final compensation determinations.
​ Stockholder Comments		​	​	​	​

AMG Response

Compensation Program Overview
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Compensation Governance Practices
What we do		What we don't do
Comment #1	Maximum award values remain high	•▪   Total 2018 CEO compensation declined ‑43% compared to 2017, which followed declines in each of the last five years for an overall reduction of approximately ‑65% since 2013, demonstrating consistent and ongoing attention to this concern and the impact of compensation program enhancements Annual Say-on-Pay vote▪ • Caps   The total compensation of AMG’s Executive Chairman declined ‑43% compared to 2017; significant relative reduction expected for the 2019 performance year, as the senior management team continues to evolve; Executive Chairman compensation structure on Performance-Based Incentive Compensation of each NEO, including thea forward basis will reflect (i) Mr. Healey’s role as Executive Chairman for a full calendar year (as compared to 2018 when he served as CEO • Equity ownership guidelines for NEOs and directors • Double-trigger vesting upon change in control • Clawback policy • Mitigationpart of the dilutive impactyear), (ii) market comparisons for the role and (iii) award mix and levels that further the Committee’s objectives of equity awards through share repurchases • Significant portion of variablealigning compensation is performance-based equity awards tied to key business metrics		• No employment agreements with any U.S.-based NEOs, including the CEO • No golden parachute change in control agreements withstockholder value creation and retaining and motivating executives •▪ No tax reimbursements or gross-ups for perquisites • No hedging or pledging   Aggregate total compensation of AMG securities by directors or officers • No option re-pricing or buy-outsAMG’s Executive Chairman and its CEO (who each performed in the CEO role during a portion of underwater stock options • No option grants with exercise price below grant date stock price • No excessive perquisites2018) declined ‑29%; total NEO compensation as a group declined more than ‑20%
97% of stockholder votes cast were in favor of NEO Comment #2	CEO compensation in 2015 Say-on-Pay vote
Compensation Program Highlights
Our Core Compensation Objectives		Recent enhancements to compensation program
• Closely aligning executive compensation with Company performance • Attracting, retaining and motivating key members of senior management • Compensating executives based on a combination of Company performance and individual performance • Focusing executives on long-term performance with deferred equity awards • Avoiding incentives that might encourage excessive risk-takingcaps are high		• Use of a weighted Performance Assessment for determining annual NEO Performance-Based Incentive Compensation, assessing (i) financial results, (ii) stock performance and (iii) strategic accomplishments for▪   Significantly reduced the year • Introduction ofexisting caps on Performance-Based Incentive Compensation for AMG’s CEO, including lowering the cap on CEO Performance-Based Incentive Compensation from $20.0 million to $17.5 million and reducing the separate cash bonus cap from $4.5 million to $4.0 million—a 12.5% reduction on the overall cap; reflects a 30% reduction of all NEOs, including the cap on Performance-Based Incentive Compensation for AMG’s CEO over the last two years
Comment #3	Performance Assessments should be more formulaic	▪   Performance Assessment scorecards have been enhanced to add disclosure of sub‑category weightings, for both the Long-Term and Short-Term Performance Assessments •▪   Removed the supplemental performance metrics from the Short-Term Incentive Compensation scorecard; scoring in the financial performance category is now entirely linked to pre-established disclosed financial performance targets Increasing▪   Expanded disclosure on the more subjective qualitative business and strategic factors considered in the analysis, to increase transparency and display the formulaic nature of the compensation determination process
Comment #4	Executives should hold significantly larger equity stakes	▪   Equity Ownership Guidelines were revised in 2019 to increase the holding requirement for all NEOsAMG’s President and CFO from 7x to 10x his annual base salary •▪   Equity Ownership Guidelines require AMG’s CEO and its President and CFO to each hold 10x their annual base salary, which are higher than industry average requirements; each holds shares of AMG stock representing >25x their respective salaries, significantly exceeding the required levels Evolving▪   Ongoing consideration of potential policies and programs to promote further accumulation and retention of equity award structures,stakes in AMG by AMG’s senior management team, to further our compensation program philosophyalign management incentives with stockholder value creation
Comment #5	ESG activities should factor into incentive award decisions	▪   Formal weighting of aligning pay with performanceESG factors added to both the Short-Term and Long-Term Performance Assessment scorecards
Comment #6	Greater attention should be paid to ESG matters	▪   During 2018, AMG made significant progress in implementing a number of key ESG initiatives, including: - new policies and practices to promote an inclusive and diverse work environment - completed the first inventory and secured third-party attestation of AMG’s GhG Emissions and participated in the CDP Climate Change Information Request - transitioned to renewable energy sources at multiple office locations - eliminated single-use plastic water bottles and straws from AMG’s principal offices - further focused efforts to promote procurement of products and materials which have high concentrations of recycled materials ▪   AMG and The AMG Charitable Foundation both donate to a variety of non-profit organizations and community programs globally, and in 2018 approved a significant charitable gift to establish The Sean M. Healey and AMG Center for ALS at Mass General

Additional information on 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.”  

2015 Compensation SummaryResults and Program Overview (cont.)

Compensation Determination Process

•    The Incentive Pool, which serves as the basis for determining all Performance-Based Incentive Compensation, was set at 6% of Adjusted Economic net income, resulting in a $56.0 million pool •    Performance-Based Incentive Compensation of AMG’s CEO was capped at the lesser of $17.5 million or 40% of the Incentive Pool, which resulted in a cap of $17.5 million •    In addition to the overall incentive award cap, the cash bonus for AMG’s CEO was capped at $4.0 million •    Equity incentive awards were limited to the capped amount of Performance-Based Incentive Compensation less the maximum cash bonus, resulting in a maximum of $13.5 million of equity incentive awards for AMG’s CEO •    Weighted scores were determined using two quantitative assessments—the Short-Term and the Long-Term Incentive Compensation Performance Assessments—and were applied to the cash bonus and equity incentive award caps, respectively, to produce formulaic award payout amounts for each of these two award categories •    For purposes of the Performance Assessments, the Compensation Committee considered Mr. Dalton as serving in the role of CEO for the full year, as a practical expedient and in recognition of his prior role as AMG’s President and COO and his exceptional leadership efforts during the CEO transition

Short-Term Incentive Compensation Performance Assessment

•    AMG’s performance in 2018 reflected the challenging environment for active asset managers, which produced broadly negative returns across asset classes and resulted in mixed performance for the year against Economic earnings per share and EBITDA margin targets •    Despite these challenges, the Committee recognized the positive flows in alternative and multi-asset strategies over the year, as well as the management team’s continued focus on building relationships with prospective new Affiliates in a challenging transaction environment, the formation of new strategic partnerships to enhance AMG’s product set and expand distribution capabilities, and the active review of AMG’s business for opportunities to improve efficiencies and reduce Company expenses, positioning AMG for future growth, as well as the successful execution on the Board’s long-term succession plan following the unexpected CEO transition during the year •    An overall weighted score of 50% was applied to the capped annual cash bonus of $4.0 million, resulting in a formulaic cash bonus of $2.0 million for AMG’s CEO

2018 Financial Results vs. Targets

Financial targets used in the Performance Assessment are designed to align management incentives with stockholder 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 Affiliates, that may not be anticipated and could significantly impact AMG’s business. These 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.

•

CEO Performance-Based Incentive Compensation declined 19% from compensation levels in 2014—and total NEO Performance-Based Incentive Compensation decreased 17% year over year—reflecting our compensation program philosophy of aligning pay with performance

•

95% of CEO Total Direct Compensation was Performance-Based Incentive Compensation

•

73% of CEO Performance-Based Incentive Compensation was in the form of long-term deferred equity awards vesting over multiple years, approximately 33% of which was in the form of Long-Term Growth Achievement Awards with delivery tied to earnings growth measured on a relative and absolute basis

Long-Term Incentive Compensation Performance Assessment

•    An overall weighted score of 33.3%, reflecting the challenging environment for active asset managers and the recent stock performance in particular, was applied to the capped annual amount of equity incentive awards of $13.5 million, resulting in a formulaic equity incentive award for AMG’s CEO of $4.5 million •    The Committee’s allocation for this equity incentive award amount was 40% in the form of Long-Term Deferred Equity Awards and 60% in the form of Long-Term Performance Achievement Awards, consistent with the targeted allocations

•

The Compensation Committee's Performance Assessment recognized the Company's exceptional performance in both the financial performance and strategic accomplishments categories

•

The Compensation Committee also considered the decline in the Company's stock price during 2015, which reflected a challenging market environment for the asset management industry, which contributed to weak stockholder returns across the sector

		Compensation Results and Program Overview (cont.)
		2018 Compensation Results and Elements of Compensation

Note: Stock price performance and CAGRs calculated beginning on 12/31/2010. AMG 2015 CEO Compensation includes long-term equity earned for performance during 2015; see "Supplemental Table—Compensation Earned in Fiscal 2015" below for information regarding differences from the Summary Compensation Table.

Total 2018 CEO compensation declined ‑43% compared to 2017 and total NEO compensation declined more than ‑20%, reflecting a significant reduction in the caps on the Performance-Based Incentive Compensation of AMG’s CEO, as well as the results of the Compensation Committee’s formal Performance Assessments, which considered AMG’s stock performance, financial and operating results and strategic performance for the year and over the long-term, on both a relative and an absolute basis, as well as the business initiatives achieved over the year and AMG’s performance against pre-established financial performance targets, and produced formulaic cash bonus and equity incentive awards. Consistent with prior years, a significant proportion of incentive-based compensation was in the form of performance-based equity awards, which were 60% of total CEO equity incentive awards and were the largest component of total CEO compensation. These awards are subject to three-year cliff vesting, with delivery tied to rigorous return on equity targets that align management incentives with the strategic goals of growing earnings and effectively managing capital.

Supplemental Table—Compensation Earned in Fiscal Year 2018

Name and Principal Position		Salary				Cash Bonus				Long-Term Deferred Equity Awards				Long-Term Performance Achievement Awards				All Other Compensation					Total Compensation Earned
Nathaniel Dalton		$	650,641			$	2,000,000			$	1,800,000			$	2,700,000			$	37,894				$	7,188,535
Chief Executive Officer
Sean M. Healey		$	750,000			$	2,975,000			$	1,905,000			$	1,270,000			$	263,279				$	7,163,279
Executive Chairman
Jay C. Horgen		$	500,000			$	1,650,000			$	1,400,000			$	2,100,000			$	45,685				$	5,695,685
President, Chief Financial Officer and Treasurer
Hugh P. B. Cutler		$	400,000			$	800,000			$	480,000			$	720,000			$	34,979				$	2,434,979
Executive Vice President and Head of Global Distribution
David M. Billings		$	400,000			$	1,100,000			$	240,000			$	360,000			$	33,554				$	2,133,554
General Counsel and Secretary

Supplemental Table—Compensation Earned in Fiscal 2015

The following table sets forth the 2015 compensation results for our NEOs. This table includesabove tables include equity awards granted to our NEOsthe Company’s named executive officers in February 20162019 in recognition of 20152018 performance and excludes(and exclude equity awards granted in January of 20152018 in recognition of 2014 performance,2017 performance), to better demonstrate how we evaluatethe Company evaluates and compensate our NEOs.compensates its named executive officers. These amounts differ from the compensation reported in the Summary Compensation Table because SEC rules governing the reporting of compensation in that table 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. Please refer to the "Executive“Executive Compensation Tables"Tables” and "Equity“Equity Grant Policy"Policy” sections of this Proxy Statement for additional information.

Name and Principal Position		Salary			Cash Bonus			Long-Term Deferred Equity Awards			2015 Long-Term Growth Achievement Awards			All Other Compensation			Total 2015 Compensation Earned
Sean M. Healey Chairman and Chief Executive Officer		$	750,000		$	3,850,000		$	6,575,000		$	3,575,000		$	156,689		$	14,906,689
Nathaniel Dalton President and Chief Operating Officer		$	500,000		$	2,300,000		$	3,950,000		$	2,100,000		$	49,631		$	8,899,631
Jay C. Horgen Chief Financial Officer and Treasurer		$	500,000		$	1,950,000		$	2,940,000		$	1,600,000		$	62,356		$	7,052,356
Andrew Dyson Head of Global Distribution		$	403,550		$	1,538,230		$	1,445,000		$	780,000		$	39,346		$	4,206,126
David M. Billings General Counsel and Secretary		$	400,000		$	1,400,000		$	585,000		$	315,000		$	31,294		$	2,731,294

PROPOSAL 1: ELECTION OF DIRECTORS

Introduction

Our Board of Directors currently consists of eightten members. At the Annual Meeting, eightten directors are expected to be elected to serve until the 20172020 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 Messrs. Samuel T. Byrne, Dwight D. Churchill, Nathaniel Dalton, Glenn Earle, Niall Ferguson, Sean M. Healey, Patrick T. Ryan and Jide J. Zeitlin, and Ms.Mses. Tracy P. Palandjian and Karen L. Yerburgh (collectively, the "Nominees"“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“Corporate Governance Matters and Meetings of the Board of Directors and Committees"Committees” section of this Proxy Statement, the Board of Directors has determined that seven of its eightten Nominees, Messrs. Byrne, Churchill, Earle, Ferguson, Ryan and Zeitlin, and Ms. Palandjian, have no material relationship with the Company and, therefore, are independent for purposes of New York Stock Exchange ("NYSE")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'sCompany’s amended and restated by-lawsby‑laws (the "By-laws"“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"“for” a director must exceed the number of shares voted "against"“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-votesnon‑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'sdirector’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'sCommittee’s recommendation, will act on the tendered resignation within ninety days following certification of the election results. A director whose resignation is under consideration shallmust 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 voteFOR the election of each of the Nominees.

Information Regarding the Nominees

The following table sets forth the name, age (as of April 1, 2016)2019), tenure and other information of each Nominee, along with the committees of the Board of Directors on which each Nominee currently serves.

Director Nominee Information: Committee Memberships

Name

Age

Compensation Committee

Nominating and Governance Committee

Audit Committee

Independence

Tenure (Years)

Other Public Boards

Samuel T. Byrne

54

✓

✓

✓

✓

10

—

Dwight D. Churchill

65

✓ (Chair)

✓

9

—

Nathaniel Dalton   Chief Executive Officer

52

1

—

Glenn Earle

61

✓

✓

4

1

Niall Ferguson

54

✓

✓

5

—

Sean M. Healey Executive Chairman

57

18

—

Tracy P. Palandjian

48

✓

✓

✓

7

—

Patrick T. Ryan   Lead Independent Director

60

✓

✓ (Chair)

✓

✓

14

1

Karen L. Yerburgh

56

1

—

Jide J. Zeitlin

55

✓ (Chair)

✓

✓

13

1

Average Age of 56

100% Independent; New Chair in 2015

100% Independent; New Chair in 2015

100% Independent; 100% Financial Experts; New Chair in 2015

7 of 10 Directors are Independent

Average Tenure = ~8 years

No Overboarding

Director Nominee Information: Committee Memberships

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Name

​

Age

Compensation Committee

Nominating and Governance Committee

​

Audit Committee

Independence

​

Tenure (Years)

​

Other Public Boards

Samuel T. Byrne

51

ü

ü

ü

ü

7

—

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Dwight D. Churchill

62

ü (Chair)

ü

6

—

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Glenn Earle

58

ü

ü

1

1

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Niall Ferguson

51

ü

ü

2

—

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Sean M. Healey Chairman and CEO

54

15

—

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Tracy P. Palandjian

45

ü

ü

ü

4

—

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Patrick T. Ryan Lead Independent Director

57

ü

��           ü (Chair)

ü

ü

11

1

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Jide J. Zeitlin

52

ü (Chair)

ü

10

2

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Average Age = 54

100% Independent; New Chair in 2015

100% Independent; New Chair in 2015

100% Independent; 100% Financial Experts; New Chair in 2015

7 of 8 Directors are Independent

Average Tenure = ~7 years

No Overboarding

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The Nominees bring a wide array of qualifications, skills and attributes to our Board of Directors that strengthen the Board of Director's ability to carry outsupport its oversight role on behalf of our stockholders. The most relevant of these qualifications and skills are summarized in the table below:

Director Experience and Skills Overview

Financial, accounting or financial reporting		We use a broad set of financial metrics to measure our operating and strategic performance. Accurate financial reporting and rigorous auditing are critical to our success. We seek to have a number of directors who qualify as audit committee financial experts and expect all of our directors to have an understanding of finance and financial reporting processes.		8 10 of 8 10 Directors
​ Investment management	​	​	​	​
Investment management		Directors with investment management experience provide the Board with an enhanced understanding and assessment of our business strategy and bring valuable perspective on issuestopics that are uniquely relevant to our industry.		6 8 of 8 10 Directors
​	​	​	​	​
Global business		Our continued success depends in part on the sustained growth of our international operations, and we seek directors with global business experience, including managing and growing organizations worldwide.		6 8 of 8 10 Directors
​ Leadership	​	​	​	​
Leadership		We seek directors who have held significant leadership positions, as we believe this experience provides directors with a practical understanding of organizations, processes, strategy, risk management and other factors that promote growth.		8 10 of 8 10 Directors
​	​	​	​	​
Other public company board experience		Directors with experience serving on other public company boards provide valuable operations and management perspectives, which strengthensupport our Board'sBoard’s ability to oversee and advise management. Further, these directors bring to our Board valuable insights on corporate governance trends and practices and other issues affecting public companies generally.		3 of 8 10 Directors
​	​	​	​	​
Public policy and government affairs		We and our Affiliates operate in a highly regulated industry and are directly affected by governmental actions and socioeconomic trends and, therefore, we seek directors with experience with governmental, regulatory and related organizations.		4 of 8 10 Directors
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Risk management and compliance		Risk management is critical to the success of our business, and we seek directors with regulatory and compliance expertise, as well as experience managing and overseeing risk in public and private companies and in other contexts.		6 8 of 8 10 Directors
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Environmental, social and governance		Directors who have experience in managing environmental, sustainability and social issues are able to assist the Board in overseeing and advising management to ensure that strategic business imperatives and long-term value creation for stockholders are achieved within a responsible, sustainable business plan.		4 6 of 8 10 Directors
​ Operational	​	​	​	​
Operational		We believe that directors with experience in operations are able to assess and advise management on the formulation and execution of our business strategy.		6 8 of 8 10 Directors
​	​	​	​	​

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.

Director Biographical Information

Samuel T. Byrne Audit Committee, Compensation Committee, & Nominating and Governance Committee		Samuel T. Byrne has been a director of the Company since October 2009. Mr. Byrne is a Managing Partner and co-founder of CrossHarbor Capital Partners LLC, a leading alternative investment management firm specializing in real estate, as well as distressed securities and private equity. The firm manages institutional capital on behalf of investors globally, including public pension systems, endowments and foreign institutions such as sovereign wealth funds. Before founding CrossHarbor Capital Partners, Mr. Byrne served as a management consultant advising on corporate restructurings and bankruptcy matters. Prior to that, he was a portfolio manager at Fleet Financial Group and Bank of New England. Mr. Byrne currently serves as Co-ChairmanChairman of the Board of Trustees of the Peabody Essex Museum. We believe that Mr. Byrne'sByrne’s qualifications to serve on our Board of Directors include his extensive investment management experience, including his particular expertise in private equity and real estate.
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Dwight D. Churchill Audit Committee (Chair)		Dwight D. Churchill has been a director of the Company since February 2010. Mr. Churchill held a number of senior positions at Fidelity Investments before retiring from the firm in 2009. Having joined Fidelity in 1993, he served as the head of the Fixed Income Division, head of Equity Portfolio Management and President of Investment Services. While at Fidelity, Mr. Churchill also served as the elected chair of the Board of Governors for the CFA Institute, a 135,000-member association previously known as the Association for Investment Management & Research, and from June 2014 to January 2015, he served as interim President and Chief Executive Officer at the CFA Institute. Prior to joining Fidelity, Mr. Churchill served as a Managing Director of Prudential Financial, Inc., and as President and Chief Executive Officer of CSI Asset Management, Inc., a subsidiary of Prudential Financial, Inc., and held senior roles at Loomis, Sayles & Company and the Ohio Public Employees Retirement System. Mr. Churchill currently serves on the Board of Trustees and the Audit Committee of State Street Global Advisors SPDR ETF Mutual Funds, on the Board of Trustees of the Currier Museum of Art and as a staff consultant at The Public Employees Retirement System of Idaho. We believe that Mr. Churchill'sChurchill’s qualifications to serve on our Board of Directors include his extensive experience in the investment management industry, including his oversight of internal controls, financial reporting and accounting procedures.
​ Nathaniel Dalton Chief Executive Officer	​	​
		Nathaniel Dalton is the Company’s Chief Executive Officer. Mr. Dalton was appointed Chief Executive Officer in May 2018, and has been a director of the Company since that time. Mr. Dalton joined AMG in 1996 as its first General Counsel, and has subsequently held a series of leadership positions within the firm. Most notably, Mr. Dalton was responsible for leading AMG’s relationships with its Affiliates for nearly 20 years as well as building AMG’s global distribution platforms. In 2006, Mr. Dalton was named Chief Operating Officer and he became President in 2011. Prior to joining the Company in 1996, Mr. Dalton was an attorney at Goodwin Procter LLP in Boston, focusing on mergers and acquisitions. Mr. Dalton serves as the Chairman of the Boston University Board of Overseers, is a Trustee of the University and serves on the Investment Committee for its Endowment. He received a J.D. from Boston University School of Law and a B.A. from the University of Pennsylvania. We believe that Mr. Dalton’s qualifications to serve on our Board of Directors include his direct knowledge of the Company’s strategy and operations through his service as Chief Executive Officer and in other leadership positions at the Company, including President and Chief Operating Officer, and his extensive experience in the financial services and investment management industries.

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Glenn Earle Audit Committee		Glenn Earle has been a director of the Company since April 2015. Mr. Earle is a member of the Board of Directors of Fiat Chrysler Automobiles N.V., where he also serves as the Chair of the Audit Committee, and of the privately-owned Rothesay Life Group, and is a non-executive memberBoards of the Advisory Committee of Hayfin Capital Management LLP. Mr. Earle is also Deputy ChairmanTrustees of educational charity Teach First and a Board Member and Trustee of the Royal NationalThe Young Vic Theatre. He retired in December 2011 from Goldman Sachs International, where he was most recently a Managing Director and the Chief Operating Officer. He was also Chief Executive of Goldman Sachs International Bank, and his other responsibilities included Co-Chairmanship of the Firm'sFirm’s Global Commitments and Capital Committees and membership of the Goldman Sachs International Executive Committee. He previously worked at Goldman Sachs in various roles in New York, Frankfurt and London from 1987, becoming a Partner in 1996. From 1979 to 1985, he worked in the Latin America Department at Grindlays Bank/ANZ in London and New York, leaving as a Vice President. HisMr. Earle’s other activities include membership of The Higher Education Commission and the Advisory Board of the Sutton Trust. He was previously Vice Chairman of Rothesay Life Group and a Trustee of the Royal National Theatre. Other previous responsibilities include membership of the Board of Trustees of the Goldman Sachs Foundation and of the Ministerial Task Force for Gifted and Talented Youth, and Chairmanship of the Advisory Board of Cambridge University Judge Business School. We believe that Mr. Earle'sEarle’s qualifications to serve on our Board of Directors include his extensive experience as a senior executive in a leading investment bank, as well as his service on the boards of other public and private companies.
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Niall Ferguson Nominating and Governance Committee		Niall Ferguson has been a director of the Company since April 2014. Mr. Ferguson is athe Milbank Family Senior Fellow at the Hoover Institution, Stanford University and a Senior Fellow at the Center for European Studies at Harvard University, and previously was the Laurence A. Tisch Professor of History at Harvard University. He is also a Visiting Professor at Tsinghua University in Beijing. Mr. Ferguson is a frequent commentator on contemporary and historical politics and economics and has published fourteen award-winningfifteen award‑winning books, including most recently "Kissinger:“Kissinger: 1923-1968: The Idealist," "The” “The Ascent of Money," "Civilization:” “Civilization: The West and the Rest"Rest” and "The“The Great Degeneration: How Institutions Decay and Economies Die."” In 2009, his six-part television series "The“The Ascent of Money"Money” won the International Emmy for Best Documentary. Mr. Ferguson was the Philippe Roman Visiting Professor at the London School of Economics from 2010 to 2011 and the BBC Reith Lecturer for 2012. In 2010, he won the Benjamin Franklin Award for Public Service, in 2012, the Hayek Prize for Lifetime Achievement and, in 2013, the Ludwig Erhard Prize for Economic Journalism. Mr. Ferguson is a member of the BoardBoards of Trustees of the New York Historical Society and the London-based Centre for Policy Studies, a Managing Director at Greenmantle, a macroeconomic and geopolitical advisory firm that he founded, and a member of the BoardBoards of Directors of Chimerica Media, a film company that he also founded.founded, and Ualà, an Argentine online finance company. We believe that Mr. Ferguson'sFerguson’s qualifications to serve on our Board of Directors include his extensive macroeconomic and geopolitical expertise and influence around the globe.
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Sean M. Healey Chairman and Chief Executive OfficerChairman		Sean M. Healey is the Company'sCompany’s Executive Chairman. Mr. Healey has served as Chairman since 2011, and previously served as Chief Executive Officer roles he has served in since January 2011 and Januaryfrom 2005 respectively. Mr. Healey previously servedto 2018, as well as President and Chief Operating Officer of the Company. Mr. Healey has been a director of the Company since May 2001. Prior to joining the Company in 1995, Mr. Healey was a Vice President in the Mergers and Acquisitions Department at Goldman, Sachs & Co. focusing on financial institutions. He currently serves as Co-Chairman of the Board of Trustees of the Peabody Essex Museum, and as a member of the Council on Foreign Relations and the Visiting Committee of the Harvard Law School, and the Board of Trustees of the International Game Fish Association.School. In 2006, Mr. Healey received a presidential appointment to serve on the President'sPresident’s Export Council, the nation'snation’s principal advisory committee on international trade. Mr. Healey received a J.D. from Harvard Law School, an M.A. from University College, Dublin and an A.B. from Harvard College. We believe that Mr. Healey'sHealey’s qualifications to serve on our Board of Directors include his direct knowledge of the Company'sCompany’s strategy and operations through his prior service as Chief Executive Officer of the Company and his extensive experience in the financial services and investment management industries, including over two decades of experience in investing in asset management firms.

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Tracy P. Palandjian Audit Committee & Nominating and Governance Committee		Tracy P. Palandjian has been a director of the Company since March 2012. Ms. Palandjian is the Chief Executive Officer, co-founder and co-foundera member of the Board of Directors of Social Finance, Inc., a nonprofit organization focused on developing and managing investments that generate social impact and financial return. Prior to establishing Social Finance, Ms. Palandjian served as a Managing Director at The Parthenon Group, a global strategy consulting firm. At Parthenon, she established and led the Nonprofit Practice and consulted to foundations and nonprofit organizations on strategy development, mission definition, corporate social responsibility and knowledge and innovation in the U.S. and globally. Prior to Parthenon, Ms. Palandjian worked at McKinsey & Company and at Wellington Management Company, LLP. Ms. Palandjian is currently Co-ChairVice-Chair of the United States National Advisory BoardImpact Investing Alliance and the Global Social Impact Investment Steering Group (successor to the G8 Social Impact Investment Task Force and a member of the Board of Overseers at Harvard University.Taskforce). She also serves on the BoardsBoard of the Surdna Foundation and(and chairs its Investment Committee), the Leadership Council of Facing History and Ourselves, The Federal Reserve Bank of Boston Community Development Advisory Council and on the Investment Committee of Milton Academy. We believe that Ms. Palandjian'sPalandjian’s qualifications to serve on our Board of Directors include her extensive global financial management, consulting and advisory experience.
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Patrick T. Ryan Lead Independent Director Audit Committee, Compensation Committee, & Nominating and Governance Committee (Chair)		Patrick T. Ryan has been a director of the Company since July 2005, and has served as Lead Independent Director since February 2015. Mr. Ryan currently serves as Chief Executive Officer and a member of the Board of DirectorsChairman of Press Ganey Holdings, Inc., a company specializing in health care performance improvement. Prior to Press Ganey, Mr. Ryan worked with SV Life Sciences as a Venture Partner from 20092007 to 2012,2009, and served as Chairman and Chief Executive Officer of The Broadlane Group from 2008, until its acquisition by MedAssets Inc. in 2010. Following such acquisition, Mr. Ryan served on the Board of Directors and in the interim role of President of Spend and Clinical Resource Management through the completion of the integration in May 2011. From 2004 to 2007, Mr. Ryan served as Chief Executive Officer and as a member of the Board of Directors of PolyMedica Corporation, a direct to consumer provider of health care products and services for individuals with chronic diseases, until its sale to Medco Health Solutions, Inc. Before joining PolyMedica, Mr. Ryan served as the Chairman and Chief Executive Officer of Physicians Dialysis Inc., a dialysis provider, until its acquisition by DaVita Inc. in 2004. Previously, Mr. Ryan has served as a partner at Westways Ventures, a firm specializing in the strategic development of companies in the healthcare and consumer sectors, as President and Chief Executive Officer of PrincipalCare Inc., a company specializing in women'swomen’s healthcare, as President and Chief Executive Officer of ImageAmerica, Inc., a diagnostic imaging services company, as Co-Founder and President of R.B. Diagnostics, a diagnostic imaging services company, andcompany. Mr. Ryan currently serves on the Board of Directors of Hill RomAmerican Renal Associates Holdings, Inc. Mr. Ryan is(where he also serves as a former member of the Massachusetts Hospital Association's Committee on Governance and previously served on the Boards of Trustees of the Beth Israel Deaconess Medical Center, Lahey Clinic and Atrius Health.Audit Committee). We believe Mr. Ryan'sRyan’s qualifications to serve on our Board of Directors include his substantial executive management experience at several public and private companies.
​ Karen L. Yerburgh	​	​ Karen L. Yerburgh has been a director of the Company since January 2018. Ms. Yerburgh served until June 2017 as Managing Partner of Genesis Investment Management, LLP, a boutique investment management firm. Genesis is one of the leading emerging markets equities specialists in the world, and has been an AMG Affiliate since 2004. Ms. Yerburgh joined the firm in 1990 and was appointed Managing Partner in 2003. Prior to joining Genesis, she was a senior investment manager at Touche Remnant Investment Management Ltd and Lloyds Investment Management Ltd. She began her career at Grieveson Grant & Co. We believe Ms. Yerburgh’s qualifications to serve on our Board of Directors include her substantial experience in the investment management industry, including as a senior executive in a leading boutique investment management firm.
Jide J. Zeitlin Audit Committee & Compensation Committee (Chair)		Jide J. Zeitlin has been a director of the Company since January 2006. Mr. Zeitlin is a private investor with interests in Asia, the Middle East and Africa. He formerly served as a Partner at Goldman, Sachs & Co., where he held a number of senior management positions in the investment banking division, including that of Global Chief Operating Officer. He also served in the firm'sfirm’s executive office. Mr. Zeitlin joined Goldman Sachs in 1987, became a Partner in 1996 and retired from the firm in December 2005. Mr. Zeitlin serves as a member of the Harvard Business School Board of Dean'sDean’s Advisors, and of the boards of the Doris Duke Charitable Foundation, the Montefiore Medical Center,Nigeria Sovereign Investment Authority (where he is Chairman), Playwrights Horizons and Saint Ann'sAnn’s School. He is Chairman Emeritus of Amherst College and a Fellow at the Aspen Global Leadership Network, and formerly served on the boards of Milton Academy, Teach for America the Nigeria Sovereign Investment Authority and Common Ground Community. Mr. Zeitlin also serves as the Chairman of the Board of Directors, and as Chair of the Governance and Nominations Committee and as a member of the Human Resources Committee of Tapestry, Inc. (f/k/a Coach, Inc.), a designer and marketer of premium handbags and accessories, and serves onChairman of the Board of Directors of Vascular Biogenics, Ltd.VI Mining PLC. We believe Mr. Zeitlin'sZeitlin’s qualifications to serve on our Board of Directors include his substantial experience as a senior executive in a leading investment bank, as well as his extensive service in board capacities at numerous organizations.
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Corporate Governance Matters and Meetings of the Board of Directors and Committees

    ��   The Board of Directors and management regularly review best practices in corporate governance and modify our corporate governance policies and practices as warranted. Our current best practices include:

Governance Highlights

Independence	and Diversity	• Seven•  Women represent 25% of our eightnon-executive directors; two female directors currently on the Board •  25% of the non-executive directors are independentnon-U.S. citizens •  Executive Chairman role separates the CEO and Chairman functions Our Chairman and Chief Executive Officer is the only management director • All Board committees are composed exclusively of independent directors
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Lead Independent Director		• •  Active Lead Independent Director with expansive duties • New appointment in 2015
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Executive Sessions		• The independent•  Non-executive directors regularly meet without management present, led by ourAMG’s Lead Independent Director • Executive sessions include Board and committee annual self-assessments
​ Board Refreshment	​	​ •  40% of the directors joined the Board within last five years •  New Lead Independent Director in 2015; Executive Chairman role established in 2018 •  New chairs of all Board committees in the last four years •  Average director age of 56 •  Balanced mix of short- and long-tenured directors; average tenure of eight years •  Long-tenured directors in leadership roles
No Overboarding		• •  The Nominating and Governance Committee assesses director time commitments in reviewing nominee candidates; directors must notify the committee before accepting board or committee seats at other for-profit companies • Currently only three directors serve on the boards of other public companies, and none serves on more than twoone
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Board Oversight of Risk Management	and ESG Factors	• Our•  AMG’s Board has principal responsibility for oversight of ourits risk management process and understanding the overall risk profile of the Company, including data security and privacy •  Majority of directors have extensive background and experience in risk management •  A cross-functional Sustainability Committee was formed in 2018, with oversight responsibility of our policies and operational controls of environmental, health and safety, and social risks
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Minimum Equity Ownership Guidelines		• •  10x annual base salary for our ChairmanAMG’s CEO, 10x for AMG’s President and Chief Executive Officer • CFO (increased in 2019 from 7x), and 7x annual base salary for all other named executive officersNEOs • 5x annual base fees for non-executive directors •  AMG’s CEO and its President and CFO each holds shares of AMG stock representing >25x salary, significantly exceeding required levels
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Board Practices	Self-Evaluation	• •  Board conducts an annual self-assessment process coordinated by ourAMG’s Lead Independent Director, including individual director assessments • Nomination policies are adjusted to ensure that ourAMG’s Board as a whole continues to reflect the appropriate mix of skills and experience, and considers diversity of background and experience, as well as ethnicity, gender and other forms of diversity
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Accountability		• •  Directors are elected annually by a majority of votes cast (with a plurality carve-outstandard for contested elections); directors re-elected by an average vote of 99% in 2018 • Each director is required to tender their resignation if he or she fails to receive a majority of votes in an uncontested election • All directors were re-elected by  100% director attendance at leastBoard meetings, and over 98% of votes in 2015 election
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Board Engagement		• Each director had anaverage attendance rate at Board and committee meetings, in 2018 •  Active stockholder engagement—2017-2018 outreach initiative to over 200 stockholders, representing over 90% of at least 96% in 2015AMG’s voting shares, including direct calls and in-person meetings • 25 Board and committee meetings in 2015
​ Succession Planning	​ •  The Nominating and Governance Committee has primary responsibility for CEO and other key executive succession planning •  In 2018, AMG announced that its Chairman and CEO had been diagnosed with ALS, and the Board initiated its long‑term succession plan; advance planning put the Board in a position to immediately provide continuity of leadership in a time of unexpected transition •  Transition and succession planning activities are ongoing, as the Board continues to focus on implementing its long‑term succession plan, and on further developing and expanding the senior management team, to maintain a breadth and depth of talent to ensure that AMG is well‑positioned to continue to execute against its strategy
Director Orientation and Development	​ •  Orientation and training programs for new directors; additional training for directors in leadership roles •  Continuing education programs and presentations for all directors

Board of Directors: During 2015,2018, the full Board of Directors met six times. Each incumbent member of the Board of Directors in 20152018 attended 100% of the meetings of the full Board of Directors and at least 96%90% of the total number of meetings of (i) the Board of Directors and (ii) all standing committees of the Board of Directors on which such director served.served, with an average attendance rate at Board and committee meetings of over 98%. We do not have a formal policy regarding director attendance at our Annual Meeting of Stockholders. One director attended the 20152018 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 eightten current directors, Messrs. Byrne, Churchill, Earle, Ferguson, Ryan and Zeitlin, and Ms. Palandjian, are "independent"“independent” for purposes of NYSE listing standards. The Board of Directors made theseits determinations based upon individual evaluations of each director'sthese directors’ employment or board of directors affiliations, compensation history and any commercial, family

or other relationships.relationships with the Company. There were no transactions between any non-executive director and the Company for the Board of Director'sDirectors’ consideration in determining the independence of any non-executiveindependent director. Members of the Board of Directors also 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'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 such committee acts pursuant to a written charter adopted by the respective committee. AThe 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:    The Audit Committee currently consists of Messrs. Byrne, Churchill, Earle and Ryan, and Ms. Palandjian, with Mr. Churchill serving as Chair since January 2015. Each of the members meets the independence standards applicable to audit committees under the Sarbanes-OxleySarbanes‑Oxley Act of 2002 and NYSE listing standards and is an audit committee financial expert, as defined by the SEC. The Audit Committee'sCommittee’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 met eight times during 2015. Other members of the Board of Directors attend Audit Committee meetings from time to time at the invitation of the Audit Committee.2018.

Compensation Committee:    The Compensation Committee currently consists of Messrs. Byrne, Ryan and Zeitlin, with Mr. Zeitlin serving as Chair since February 2015. Each member meets the independence requirements applicable to the Compensation Committeecompensation 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 stock option and incentive plans. The Compensation Committee met sixfour times during 2015. Other members of the Board of Directors attend Compensation Committee meetings from time to time at the invitation of the Compensation Committee.2018.

Nominating and Governance Committee:    The Nominating and Governance Committee currently consists of Messrs. Byrne, Ferguson and Ryan, and Ms. Palandjian, with Mr. Ryan serving as Chair since February 2015. 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-assessmentself‑assessment of the Board of Directors and its committees and of the Chairman and Chief Executive Officer, overseeing Chief Executive Officer and other key executive succession planning and maintaining our Corporate Governance Guidelines. The Nominating and Governance Committee met five times during 2015. Other members of the Board of Directors attend Nominating and Governance Committee meetings from time to time at the invitation of the Nominating and Governance Committee.2018.

The Nominating and Governance Committee may solicit director candidate recommendations from a number of sources, including directors, executive officers and third-partythird‑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,By‑laws, including those discussed in the "Other“Other Matters—Stockholder Proposals"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-casecase‑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 shallmust 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-termlong‑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 such factors as business experience, international background, diversity and knowledge of the financial services industry in general and the asset management industry in particular. following factors:

Director Qualifications and Attributes
•    Business and leadership experience, including experience managing and growing organizations worldwide	•    Knowledge of the financial services industry and, in particular, the asset management industry
•    Diversity—in particular, gender diversity, along with geographic, experiential and ethnic diversity	•    Understanding of organizations, processes, strategy, risk management and other factors that promote growth
•    Understanding of finance and financial reporting processes

In considering diversity, the Nominating and Governance Committee considers diversity of background and experience, as well as ethnicethnicity, gender and other forms of diversity. The Nominating and Governance Committee recognizes the importance of gender diversity, in particular, as an important factor 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. 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.

The current Board of Directors comprises individuals with a substantial variety of skills and expertise, including with respect to investment management across the capital markets; real estate; private equity; international business; academiaacademia; and not-for-profitnot‑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 characterizeon the composition of our current Board of Directors:

			Board of Directors Composition
• New Lead Independent Director in 2015•  Two directors are women, representing 25% of the non‑executive directors on the Board	•  25% of the non-executive directors are non-U.S. citizens
• •  40% of the directors joined the Board within last five years; Average non-executive director tenure of seveneight years	•  Average director age of 56
• •  New chairs of all Board committees in 2015the last four years		• Average director age of 54•  New Lead Independent Director in 2015
• Three new•  Balanced mix of short- and long-tenured directors since 2012		•  Long-tenured directors in leadership roles

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. This advance evaluation and planning put the Board of Directors in a position to immediately react to the developments in 2018 that led to the initiation of its long‑term succession plan. In May 2018, the Company announced that Sean M. Healey had been diagnosed with amyotrophic lateral sclerosis (a motor neuron disease otherwise known as ALS, or Lou Gehrig’s disease). The Board of Directors immediately initiated its long‑term succession plan, with Nathaniel Dalton, the Company’s then President and Chief Operating Officer, succeeding Mr. Healey as Chief Executive Officer and joining the Board of Directors, and Mr. Healey appointed as Executive Chairman. This was followed in early 2019 by the appointment of Jay C. Horgen, the Company’s Chief Financial Officer, as President and the announcement that a new Chief Financial Officer, Thomas M. Wojcik, would be joining AMG from BlackRock, Inc.

The appointment of Mr. Dalton as Chief Executive Officer and Mr. Horgen as President, along with the retention of Mr. Healey in the Executive Chairman role, was an approach that the Board of Directors determined to be in the best interests of the Company and its stockholders, and provides continuity of leadership and draws on the strengths and experiences of the Company’s most senior executives. The directors continue to serve as a source of strategic strength for the Company and for Mr. Dalton and Mr. Horgen in their new roles, bringing significant diversity in skills, experiences and perspectives.

2018 CEO Transition and Ongoing Succession Planning

New Executive Chairman Role

•    For over 20 years, Mr. Healey’s strategic vision and leadership have shaped AMG and driven its long-term success, and AMG continues to benefit from Mr. Healey’s contributions through his new position as Executive Chairman •    The new Executive Chairman role, combined with a strong Lead Independent Director, supports a number of important objectives - Retains Mr. Healey in a leadership role, keeping him actively involved in the development and oversight of AMG’s strategy as he pursues treatment - Provides continuity in the execution of AMG’s business and strategy, as well as support for the senior management team - Maintains continuity in Board governance, with Mr. Healey continuing to chair meetings of the Board and coordinate its agenda, in consultation with AMG’s CEO, President and Lead Independent Director, and continuing to guide AMG’s strategic direction - Separates the Chairman and CEO functions, while retaining a Chairman who has unparalleled knowledge of AMG’s business and operations and is a widely recognized leader in the asset management industry •    The total compensation of AMG’s Executive Chairman declined ‑43% compared to 2017; significant relative reduction expected for the 2019 performance year, as the senior management team continues to evolve; Executive Chairman compensation structure on a forward basis will reflect (i) Mr. Healey’s role as Executive Chairman for a full calendar year (as compared to 2018 when he served as CEO for part of the year), (ii) market comparisons for the role and (iii) award mix and levels that further the Committee’s objectives of aligning compensation with stockholder value creation and retaining and motivating executives

Ongoing Transition and Succession Planning Activities and Continued Enhancement of Senior Team

•    Nathaniel Dalton appointed as CEO in May 2018, with long tenure and a uniquely deep understanding of AMG’s business - Joined AMG in 1996, and has worked side-by-side with Mr. Healey for nearly 25 years as one of AMG’s founders; appointed as COO of AMG in 2006 and President in 2011 - Responsible for AMG’s Affiliate relationship management function for nearly 20 years and leading the development of AMG’s centralized global distribution function from its earliest stages, with close involvment in strategic decisions and execution throughout AMG’s history - Provides continuity in the execution of AMG’s overall strategy, which is to be the partner of choice to the world’s most highly-regarded boutique investment management firms, and a global leader in asset management •    Jay C. Horgen appointed as President in February 2019, in an expanding role as part of the Board’s long‑term succession plan - Promotion reflects the continuing evolution of Mr. Horgen’s responsibility set and his increasingly broad leadership role at AMG, as well as his central and significant role in supporting Mr. Healey and Mr. Dalton in managing the business - 25-year focus on the asset management business and a long and successful tenure at AMG—joined AMG in 2007 to oversee New Investments, directly overseeing eight Affiliate investments; promoted to CFO in 2011 and built out the finance department as AMG became a more global company operating in an increasingly complex regulatory environment - Broadened role involves working closely with the Head of Global Distribution to execute AMG’s growth strategy across its distribution platforms, as well as continuing to oversee AMG’s finance and capital management functions and continuing to be involved in building relationships with prospective Affiliates •    Additional senior management team transition and succession planning activities are ongoing, with several senior members evolving into new roles and additional members joining the team - In March 2019, AMG announced the appointment of Thomas M. Wojcik as its next CFO; Mr. Wojcik will join AMG in April 2019 and transition to CFO no later than the announcement of AMG’s earnings for the second quarter of 2019; he joins AMG from BlackRock, Inc., where he most recently served as Managing Director and Chief Financial Officer for Europe, Middle East, and Africa (EMEA), Head of EMEA Strategy, and Global Head of Investor Relations, and brings distinctive industry experience as an investor, operator and strategic leader - Other senior promotions include Alexandra Lynn, who joined AMG in 2009, to Chief Administrative Officer, and John Erickson, who joined AMG in 2014, to taking sole responsibility for AMG’s Affiliate relationship management as Executive Vice President, Head of Affiliate Development •    The Board continues to focus on implementing its long‑term succession plan, and on further developing and expanding the senior management team, to maintain a breadth and depth of talent to ensure that AMG is well‑positioned to continue to 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 our Board of Directors'Directors’ current size of ten is appropriate, given the size and complexity of the Company and the markets in which we operate. Over the last 20 years, the Board of Directors' size has ranged from five to ten directors, a range the Nominating and Governance Committee believes has served the Company and its stockholders well. Consistent with this historical approach, there are currently eight directors serving on the Board of Directors.

Executive Sessions of Non-managementNon‑Executive Directors: Our non-managementnon‑executive 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,By‑laws, Mr. Ryan, the Chair of the Nominating and Governance Committee, also serves as the Lead Independent Director, responsible for calling and chairing the executive sessions, including during the annual Board of Directors offsite, and communicating with Mr. Healey, the Chairman of the Board of Directors and the Company’s Chief Executive Officer.

Board and Committee Self-Assessments:Self‑Assessments and Individual Director Assessments: We recognize the critical role that Board of Directors and committee evaluations play in ensuring the effective functioning of our Board of Directors.Directors, including in assessing candidates for directorship. To this end, the Lead Independent Director, supported by our Nominating and Governance Committee, oversees the annual self-assessmentself‑assessment of the Board of Directors and of each committee of ourthe Board of Directors' committees also annually conducts a self-assessment.Directors. Directors assess performance and consider various structural and procedural considerations, 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-assessmentself‑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 set forth below provides a general overview of the annual self-assessmentself‑assessment and director assessment processes.

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

Director On‑Boarding and Training: When a new non‑executive director joins the Board of Directors, we provide an orientation program that includes personal briefings by senior management on the Company’s operations, strategic plans, financial statements, governance, and key policies and practices. New directors also undergo in‑depth training on the work of each committee of the Board 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 Board of Directors currently combinesseparates the role of Chairman of the Board of Directors withfrom the role of Chief Executive Officer, and thisthrough the position of Executive Chairman, established in 2018. This leadership structure is further enhanced by the active involvement of the Lead Independent Director. The BoardCompany does not have a fixed policy with respect to the separation of Directors regularly reviews this structure, and continues to believe that the combinedoffices of the Chairman of the Board and Chief Executive Officer, roles,but regularly reviews the structure and believes that the Executive Chairman role, together with a strong Lead Independent Director, is an appropriate and effective leadership structure for the Company. A combined ChiefCompany at this time. The appointment of Mr. Healey as Executive OfficerChairman retains an experienced Chairman who has

unparalleled knowledge of AMG’s business and Chairman focuses leadership, responsibilityoperations and accountabilityis a widely recognized leader in a single person, and facilitates efficient and frequent communication betweenthe asset management industry. In this role, Mr. Healey continues to chair meetings of the Board of Directors and management. coordinate the agenda, in consultation with our Lead Independent Director and our Chief Executive Officer, and continues to guide the Company’s strategic direction.  

The Lead Independent Director position provides for effective checks and balances to ensure the exercise of independent judgment by the Board of Directors and the ability of the independentnon‑executive directors to work effectively in the board setting.

The Company initiated the Lead Independent Director position in 2004, and Mr. Harold J. Meyerman, a former director, served in that role from its inception through the beginning of 2015. Mr. Ryan assumed the role in February 2015 and continues to serve as the Company'sCompany’s Lead Independent Director. Mr. Ryan was selected as Lead Independent Director given his excellent qualifications, including his extensive executive management experience, particularly in previous chief executive officer roles at several public and private companies, as well as his current role as Chief Executive OfficerChairman of Press Ganey Holdings, Inc., a NASDAQ-listed company. As Chief Executive Officer,Holdings. Given Mr. Healey brings unparalleled knowledge of the Company's business and operations to his role as Chairman. Mr. Healey is a widely recognized leader in the asset management industry. Mr. Healey joined the Company as a start-up venture, and for over twenty years, his strategic vision and leadership have shaped the Company and driven its long-term success. Similarly, given Mr. Ryan'sRyan’s service to our Board of Directors for over a decade, including service on all of the committees and as chair of several committees during his tenure, the Board of Directors believes that his extensive knowledge of (and participation in the execution of)execution) of the Company'sCompany’s corporate strategy over the long-term,long term, along with his executive management experience outside of AMG, position him as an effective and strong Lead Independent Director.

        Recognizing the importance of the Lead Independent Director position to the Company, in 2010 the Board of Directors amended the By-laws to further enhance the responsibilities of the position, providing that the Lead Independent Director would perform many of the functions that an independent chairman would perform. The Lead Independent Director'sDirector’s principal responsibilities include: serving as a key source of communication between the independentnon‑executive directors, the Executive Chairman and the Chairman and Chief Executive Officer; ensuring the flow of appropriate information to and among independentnon‑executive directors; leading, with the assistance of the Nominating and Governance Committee, the Board of Directors'Directors’ annual self-assessmentself‑assessment process and annual performance evaluation of the Chairman and Chief Executive Officer; and coordinating the agenda for and leading executive sessions and meetings of the independentnon‑executive directors.

The Board of Directors will continue to review its leadership structure, and although there are no current plans to do so, the Board of Directors 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 Executive Chairman, andour Chief Executive Officer, our President, and Chief Operating Officer, Chief Financial Officer and Treasurer, our General Counsel and other members of our senior management team to identify, assess and manage the Company'sCompany’s exposure to risk. The Board of Directors plays an important role in overseeing management'smanagement’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'sCompany’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'sCompany’s independent auditors the Company'sCompany’s risk assessment and risk management processes, including major risk exposures, risk mitigants, and the design and effectiveness of the Company'sCompany’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 and our independent auditors on prevailing material risks and the actions being taken to mitigate them, including reports regarding the Company'sCompany’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”) factors, including privacy and data security.

        TheCorporate Environmental, Social and Governance Responsibility: We believe that sound corporate citizenship and attention to governance and environmental principles are essential to our success and that of our Affiliates. We are committed to operating with integrity, contributing to the local communities surrounding our global offices, promoting diversity and inclusion, 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 recognizes that environmental, socialprovides oversight of these ESG topics, and governance ("ESG") factors could potentially impactis committed to supporting the Company's business and operations. Our Affiliates also consider ESG factors, and eightCompany’s efforts to operate as a sound corporate citizen. We have a cross‑functional Sustainability Committee with oversight responsibility of our Affiliates are signatoriespolicies 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 United Nations PrinciplesBoard of Responsible Investing (UNPRI),Directors at least annually. We believe that an integrated approach to business strategy, corporate governance and corporate citizenship creates long‑term value. The following summary highlights certain of our policies and initiatives in these areas. To learn more, please see the “Responsibility” section of our website at www.amg.com/responsibility.html.

In 2018, in furtherance of our ongoing commitment to serving our local communities through philanthropy, the Company made a global network committed$20 million one‑time matching gift to advance scientific research in amyotrophic lateral sclerosis (ALS) and develop effective treatments for people with ALS, by helping to establish The Sean M. Healey and AMG Center for ALS at Mass General. This matching gift honored Mr. Healey, our long‑time leader, and initiated a broader fundraising effort including a grant from The AMG Charitable Foundation, as well as gifts from Mr. Healey, other AMG employees, partners, and other individuals and organizations. The Healey Center will provide meaningful support to research professionals and dedicated physician‑scientists working together to find a cure for ALS and deliver personalized care and greatly increased access to therapies for people with the developmentdisease, benefiting people with ALS both locally and globally. This gift reflects AMG’s commitment to supporting non-profit organizations in our communities and to fostering a culture of a more sustainable global financial system.philanthropy and sound corporate citizenship among our employees and peers.

Related Person Transaction Oversight: Pursuant to its charter, the Audit Committee is responsible for reviewing any possible related person transaction identified by management or other directors and, in accordance with this authority, has determined that there have been no related person transactions requiring disclosure under Item 404(a) of Regulation S-KS‑K other than those discussed below under the caption "Other“Other Matters—Related Person Transactions."”

Policies and Procedures Regarding Related Person Transactions: Under the Company'sCompany’s written policy regarding related person transactions, the Audit Committee must approve all "related“related person transactions."” A related person transaction is any transaction that is reportable by the Company under paragraph (a) of Item 404 of Regulation S-KS‑K in which the Company or one of its wholly-ownedwholly owned subsidiaries or majority-ownedmajority‑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 General Counsel who evaluates the potential transaction to determine whether it is a potential related person transaction. If it is, the General 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 General Counsel'sCounsel’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-approvalspre‑approvals under the policy for limited transactions with related persons. Pre-approvedPre‑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'sCompany’s director compensation policies and is required to be reported in the Company'sCompany’s proxy statement under applicable compensation disclosure requirements; (iii) any transaction with another company at which a related person'sperson’s only relationship is as an employee (other than an executive officer) or director or beneficial owner of less than 10% of that company'scompany’s equity, if the aggregate amount involved does not exceed the greater of $1,000,000 or 2% of that company'scompany’s total annual revenue; (iv) any charitable contribution, grant or endowment by the Company or the Company'sCompany’s charitable foundation to a charitable organization, foundation or university at which a related person'sperson’s only relationship is as an employee (other than an executive officer) or director,, if the aggregate amount involved does not exceed the greater of $1,000,000 or 2% of such charitable organization'sorganization’s total annual receipts; (v) any transaction where the related person'sperson’s interest arises solely from the ownership of the Company'sCompany’s common stock and all holders of the Company'sCompany’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-relatednon‑related persons.

Prohibition Against Hedging 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. This prohibition also applies to any other economically equivalent transaction by any such individuals that would result in a net short exposure to the Company.  We believe our anti‑hedging policy further aligns 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 20152018 include those individuals set forth above under "Compensation Committee," along with Mr. Harold J. Meyerman, who served as a member of the Board of Directors and the Compensation Committee until January 2015.“Compensation Committee.” No person who served as a member of the Compensation Committee during 20152018 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 2015)2018) on the Company'sCompany’s Compensation Committee or Board of Directors.

Engagement with Our Stockholders: Since our inception as a public company, we have maintained an active engagement with our stockholders, meeting with them extensively throughout the year as part of our investor outreach.outreach, and we have a history of integrating stockholder feedback into our corporate governance practices and our executive compensation program design. In 20152018 and 2016 year-to-date,2019 year‑to‑date, we held approximately 450over 200 meetings with our stockholders, including a majority of our top 30 stockholders, to discuss the Company'sCompany’s performance and prospects, as well as trends affecting the investment management industry. We also launched acontinued our specific outreach effort with our institutional investors in 2015 to discuss corporate governance issuestopics affecting the Company.Company as well as our philosophy and practices relating to our executive compensation program. This involved discussions (mainly in-person) with the corporate governance teams at our largest

stockholders, as well as many others, representing in aggregate approximatelyover one-third of our voting shares. Across our stockholder base, there is a wide variety of viewpoints regarding corporate governance issues affecting the Company; topics covered in these meetings included:

Stockholder and Interested Party Communications: Stockholders and other interested parties may communicate directly with the Board of Directors orand the Lead Independent Director 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 Chief Executive Officer, President and Chief Financial Officer, and other senior financial officers; the Insider Trading Policy and Procedures applicable to all directors, officers and employees; and the charters for the Audit, Compensation, and Nominating and Governance Committees. This information is available on the "Investor Relations"“Investor Relations” section of our website,www.amg.com, under "Corporate Governance,"“Corporate Governance—Policies, Procedures and Guidelines,” or for the Committee charters under "Board“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.8‑K.

Information Regarding Executive Officers of the Company

The name, age (as of April 1, 2016)2019) and positions of each of our named 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:

Compensation Discussion and Analysis

Executive Summary

This section provides discussion and analysis of our executive compensation program, including the elements of executive compensation, the 20152018 compensation results, the rationale and process for reaching these results, and our compensation governance policies. The compensation results discussed will be those of our Chairman and Chief Executive Officer, Sean M. Healey,Nathaniel Dalton, and our four other named executive officers.

The Compensation Committee designs the executive compensation program to align management incentives with long-termlong‑term stockholder interests. The executive compensation structure reflects this philosophy, with the substantial majority of total annual compensation comprising variable performance-based incentive awards, and with the significant majority in the form of long-term deferred equity.variable performance‑based incentive awards. The Committee'ssignificant majority of these variable performance‑based incentive awards are in the form of equity incentive awards, with delivery of more than half of these awards tied to the achievement of rigorous pre‑established performance targets. The Committee’s compensation determinations for 20152018 reflected this approach,its long‑term philosophy of aligning pay with performance, and also relied on a formal assessmentassessments of our financial results, stockAMG’s performance and strategic accomplishments for the year and over the long term, on both a relative and absolute basis (the "Performance Assessment"“Performance Assessments”).

In conducting thisthe Performance Assessment,Assessments, the Committee recognized the Company's exceptionalCompany’s performance for both the year and over the long term. Led by Mr. Healey andThese results occurred against the other named executive officers, againstbackdrop of a challenging market backdrop we achieved record operating results across all aspects ofenvironment for active asset managers. Despite our business and executed on key strategic initiatives, including strong relative and long-term organic growth, as well as over $1.2 billion in capital deployed, including over $800 million in new Affiliate investment activity, meaningfully enhancing AMG's strategic position in attractive products and key markets around the world. While AMG's long-termlong‑term stock performance, remains exceptional relative to both the S&P 500®Committee recognized the stock price decrease for 2018 and our Peer Group (defined below),over the trailing 3‑ and 5‑year periods, reflecting elevated market volatility, particularly in the fourth quarter of 2018, and financial and operating performance that was impacted by the broadly negative returns across asset classes. Notwithstanding these challenges, the Committee also consideredrecognized the challenging market environment forcontinued focus on building relationships with prospective new Affiliates, the assetformation of new strategic partnerships to enhance AMG’s product set and expand distribution capabilities, including the partnership with Nordea Asset Management to deepen coverage of European and Latin American clients, and AMG’s new office in Japan. The Committee further recognized the management team’s active pursuit of opportunities to improve efficiencies and reduce Company expenses (including both operating expenses and interest expense, lowering AMG’s cost of capital), while also working with a number of Affiliates to assist in aligning their business infrastructures with foreseeable opportunities and against evolving industry in 2015, which resulted in a median stock price declinedynamics. Alongside these strategic and operational accomplishments, the senior management team also successfully executed on the Board of -26% across publicly-traded traditional and alternative asset managers and contributed to the decline in AMG's stock priceDirectors’ long‑term succession plan, following an unexpected CEO transition during the year, on both a relative and absolute basis.year. As a result of this transition, Mr. Healey, Mr. Dalton and consistent with ourMr. Horgen all moved into new positions, which the Compensation Committee took into account in the final compensation program philosophy of aligning pay withdeterminations for the year. Recognizing the Company’s stock performance and its financial results over the year, total 20152018 compensation for our named executive officers declined relative to the prior year, includingyear—consistent with our compensation program philosophy of aligning pay with long‑term performance. This included a 19%‑44% decrease in the variable performance-basedperformance‑based incentive compensation ("Performance-Based(“Performance‑Based Incentive Compensation"Compensation”) forgranted to our Chief Executive Officer, as well as a decrease in the combined total compensation of our Executive Chairman and our Chief Executive Officer.Officer (each of whom performed in the Chief Executive Officer role during a portion of 2018) of ‑29% and a decrease in the combined total compensation of our named executive officers as a group of more than ‑20%.  

Throughout this Compensation Discussion and Analysis we discuss the 20152018 compensation results for our named executive officers, which include equity awards granted in February 20162019 in recognition of 20152018 performance, and exclude equity awards granted in January of 20152018 in recognition of 20142017 performance, to better demonstrate how we evaluate and compensate our named executive officers. These amounts differ from the compensation reported in the Summary Compensation Table because SEC rules governing the reporting of compensation in that table 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. Please refer to the "Executive“Executive Compensation Tables"Tables” and "Equity“Equity Grant Policy"Policy” sections of this Proxy Statement for additional information.

Overview of Our Executive Compensation Program Philosophy

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

•

Closely aligning executive compensation with Company performance in three principal categories: key financial metrics, stockholder value creation and strategic performance criteria



•

Attracting, retaining and motivating key members of senior management—especially Mr. Healey, a widely recognized leader inmanagement

Closely aligning executive compensation with our performance and accomplishments for the asset management industry whose visionyear and leadership have shapedover the Company and driven its long-term success