Annette Franqui
AFFILIATED MANAGERS GROUPAbout Annette Franqui
Annette Franqui (age 63 as of April 1, 2025) is an independent director at Affiliated Managers Group (AMG), serving on the Audit Committee. She joined AMG’s Board in May 2024 and brings a finance and Latin America-focused background as Founding Partner of Forrestal Capital, former CFO of Panamco, and former Managing Director in JPMorgan’s investment banking division. She holds a B.S. in Economics from Wharton, an MBA from Stanford, and is a Chartered Financial Analyst. Independence status has been affirmed by AMG’s Board under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JPMorgan Chase & Co. | Managing Director, Investment Banking (incl. Head of Latin America Research in prior roles) | 1994 onward; earlier tenure began in 1986 | Senior leadership in Latin America banking/markets |
| Goldman Sachs | Investment Banking | 1989–1994 | Latin America finance experience |
| Panamerican Beverages (Panamco) | VP Corporate Finance; Chief Financial Officer | VP in 2001; CFO in 2002 | Led corporate finance; CFO oversight |
| Forrestal Capital, LLC | Founding Partner; President; Chief Investment Officer | Founded in 2003; ongoing | Advises founding families; invests in direct PE/VC |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arcos Dorados Holdings Inc. (NYSE: ARCO) | Director; Chair, Finance Committee; Member, Compensation & Nomination Committee | Director since 2007 | Chairs Finance; governance roles across comp/nomination |
| OFG Bancorp (NYSE: OFG) | Director; Member, Compensation; Member, Corporate Governance & Nominating | Director since 2021 | 2024 attendance: Board 6/6 (100%); Compensation 5/5 (100%); Governance 3/3 (100%) |
| AARP (non-profit) | Director; Chair (prior service) | 2014–2023 | Prior board leadership; audit/finance committee member |
Board Governance
- AMG committee assignments: Audit Committee member; the Audit Committee comprises Franqui, David C. Ryan, and Loren M. Starr (Chair). The committee is wholly independent and all members are “audit committee financial experts” per SEC definition. Audit Committee met 8 times in 2024.
- Independence: AMG’s Board determined 7 of 8 nominees are independent, including Franqui; no related person transactions were involved in that determination.
- Attendance: The full Board met six times in 2024; directors averaged 100% attendance across Board and committee meetings.
- Leadership structure: AMG has a non-executive, independent Board Chair; Lead Independent Director role is not required when Chair is independent.
- Overboarding: AMG adopted a formal overboarding policy in 2024 and states only one director nominee serves on additional public company boards; none serves on more than two—Franqui is that nominee (two boards), in compliance.
Fixed Compensation
| Component (AMG Director; 2024) | Amount | Details |
|---|---|---|
| Fees Earned or Paid in Cash | $60,989 | Prorated cash fees given May 2024 start; base annual cash fee increased to $100,000 effective 2024; committee fees per schedule below. |
| Stock Awards (RSUs) | $122,110 | Grant on July 29, 2024 (prorated for 2024 service). RSUs vest over one year ending August 15, 2025, subject to service; dividends deferred until share delivery. |
| Option Awards | — | No stock option awards to independent directors in 2024. |
| All Other Compensation | $10,000 | Company gift-matching program for non-employee directors. |
| Total | $193,099 | Sum of 2024 components above. |
Director fee schedule (effective 2024; cash and equity mix):
- Annual RSU grant: $200,000; Board Chair RSU: $100,000 (when applicable)
- Base annual cash fee: $100,000 (increased by $20,000 in 2024)
- Committee fees (cash): Audit member $20,000 (Chair $35,000); Compensation member $17,000 (Chair $20,000); Nominating & Governance member $17,000 (Chair $20,000)
Performance Compensation
- Independent director compensation is not performance-metric based; RSUs vest time-based over one year. No PSUs or performance criteria apply to director equity at AMG. Vesting dates for 2024 RSUs: March 5, 2025 (for February grants to others) and August 15, 2025 (for July grants; Franqui received July grant only).
| Metric Category | Metric | Target | Actual | Notes |
|---|---|---|---|---|
| Director Equity Awards | Performance-Metric Linkage | N/A | N/A | RSUs are time-vested; no TSR/financial metric linkage disclosed. |
Other Directorships & Interlocks
| Company | Role | Committees | Potential Interlocks/Conflicts |
|---|---|---|---|
| Arcos Dorados (ARCO) | Director | Chair, Finance; Member, Compensation & Nomination | Consumer (McDonald’s franchisee) in LatAm; no AMG-related party transactions disclosed by AMG; governance roles may broaden expertise without direct conflicts to AMG. |
| OFG Bancorp (OFG) | Director | Compensation; Corporate Governance & Nominating | Banking exposure; no AMG related party transactions; OFG shows strict committee engagement and 100% attendance. |
Expertise & Qualifications
- Finance and capital markets leadership (JPMorgan MD; Panamco CFO); Latin America regional expertise; governance experience across public boards.
- Education: B.S. Economics (Wharton); MBA (Stanford); CFA charterholder.
- Audit oversight experience via AMG Audit Committee; compensation/governance oversight at OFG and ARCO Finance.
Equity Ownership
| Item | Status | Details |
|---|---|---|
| AMG Beneficial Ownership | —; less than 1% | AMG’s security ownership table lists Franqui with no reported beneficially owned shares; options: 0. |
| Unvested RSUs (AMG) | 664 shares | As of Dec 31, 2024; one share per unit, dividends deferred until delivery. |
| Options (AMG) | 0 | No options held; no 2024 option grants to directors. |
| Ownership Guidelines (AMG) | 5x base annual fees within 3 years | Directors must reach 5x base annual cash fee; new directors have 3-year runway; sales of AMG stock restricted until guideline met. Franqui joined May 2024, compliance by May 2027. |
| Hedging/Pledging | Prohibited | Short sales, hedging, margin purchases, and pledging AMG stock are prohibited under Trading Policy. |
OFG Bancorp director ownership guideline compliance for Franqui (context on alignment at other public board):
- Qualifying Common Stock: 1,900 shares; Total Value: $80,408; Multiple of Compensation: 1.28x vs Applicable Minimum Multiple Requirement: 1.33x (slight shortfall as of Dec 31, 2024).
Governance Assessment
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Strengths
- Independent director with deep finance experience; audit committee financial oversight at AMG; 100% average board/committee attendance culture; committees fully independent.
- Clear director ownership expectations and anti-hedging/anti-pledging policies; time-based RSUs align directors to shareholder value with one-year vesting.
- Overboarding policy in place; Franqui’s two external public boards are within AMG’s policy (none serves on more than two).
- No related-person transactions identified for independence determination; compensation committee interlocks/insider participation: none.
-
Watch items / RED FLAGS
- AMG beneficial ownership currently not disclosed (no shares reported as of the proxy), with reliance on unvested RSUs; monitor progress toward 5x base fee guideline by May 2027.
- At OFG, slight shortfall vs director ownership guideline (1.28x vs 1.33x) as of 12/31/2024—suggests incremental purchases may be needed; watch for remediation.
- Time-based-only RSU structure for directors (no performance linkage) is common but offers limited pay-for-performance sensitivity; ensure committee oversight remains robust.
-
Implications for investor confidence
- Audit Committee placement and cross-board governance roles signal strong oversight capability; independence confirmed with clean related-party profile enhances credibility.
- Ownership guideline framework and trading policy reduce misalignment risks (no pledging/hedging); track guideline compliance over the three-year window.