David Ryan
AFFILIATED MANAGERS GROUPAbout David C. Ryan
David C. Ryan (age 55) is an independent director of Affiliated Managers Group (AMG) serving since July 2021, with current committee assignments on the Audit Committee and the Nominating & Governance Committee; he is designated independent under NYSE standards and brings deep global financial services experience, including leadership roles in Asia . He is an Advisory Partner at BDT & MSD Partners; previously, he was President of Goldman Sachs Asia (2011–2013) after a 22-year career at Goldman Sachs as a partner and member of the firm’s Management Committee, and he holds a B.A. from Yale University . He serves on the board of Mapletree Investments Pte Ltd. and previously served on the boards of ADT Inc. and Tiga Acquisition Corp., reflecting broad corporate governance experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldman Sachs & Co. | Partner; President, Goldman Sachs Asia | 22 years; President 2011–2013 | Chaired Asia management committee; member, firm-wide Management Committee |
| Temasek Holdings | Corporate Advisor | Prior role | Regional strategic advisory exposure in Asia |
| ADT Inc. | Director | Prior | Public company board experience |
| Tiga Acquisition Corp. | Director | Prior | SPAC board experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BDT & MSD Partners | Advisory Partner | Current | Merchant bank with advisory and investment platform |
| Mapletree Investments Pte Ltd. | Director | Current | Singapore-based real estate development, investment, capital, and property management company |
Board Governance
- Independence and committees: Ryan is independent; serves on Audit and Nominating & Governance—the Board’s standing committees are comprised solely of independent directors; Audit members are all SEC-defined “financial experts” .
- Attendance: The full Board met six times in 2024; each director attended an average of 100% of Board and applicable committee meetings, reflecting strong engagement .
- Executive sessions: Independent directors meet in regular executive sessions (led by the independent Board Chair); the Board Chair may call additional sessions as needed .
- Board leadership: AMG has a non-executive, independent Board Chair; Dwight D. Churchill was appointed Chair in January 2025 and also chairs Nominating & Governance, supporting effective checks and balances .
- Shareholder engagement and say-on-pay: AMG engaged the majority of large shareholders in 2024/2025; 2024 say‑on‑pay support was 97%, signaling favorable governance and compensation alignment .
- Overboarding and governance hygiene: Formal overboarding policy adopted in 2024; only one director serves on additional public company boards, and none serve on more than two—Ryan has no current public company boards, consistent with policy .
Fixed Compensation
| Component (FY 2024) | Amount (USD) | Notes |
|---|---|---|
| Cash fees | $120,000 | Base + committee cash fees; Ryan elected to defer cash under the Deferred Compensation Plan (credited to an AMG stock tracking fund, paid in shares upon end of Board service) . |
| RSU awards (aggregate grant‑date fair value) | $200,150 | Two director RSU grants in 2024 (grant‑date fair values of $100,109 on Feb 5, 2024 and $100,042 on Jul 29, 2024) . |
| All other compensation | $10,000 | Gift‑matching contributions to eligible non‑profits under AMG’s program . |
| Total | $330,150 | Sum of above components . |
Program structure and caps (context):
- Independent director annual compensation levels: base cash fee $100,000; RSUs $200,000; Board Chair RSUs $100,000; committee membership fees (Audit $20,000; Audit Chair $35,000; Compensation $17,000; Compensation Chair $20,000; N&G $17,000; N&G Chair $20,000). In July 2024, base annual cash fee was increased by $20,000 for fiscal 2024, aligning with peers; equity awards vest over one year; equity awards for directors are capped at $500,000 grant‑date fair value annually under the 2020 Stock Plan .
Performance Compensation
| Grant Date | Award Type | Grant‑Date Fair Value (USD) | Vesting Schedule | Unvested RSUs (as of 12/31/2024) |
|---|---|---|---|---|
| Feb 5, 2024 | RSU | $100,109 | Vests in full over one year; vest date March 5, 2025 (subject to continued service and standard exceptions) . | 3,062 units (aggregate unvested for Ryan) . |
| Jul 29, 2024 | RSU | $100,042 | Vests in full over one year; vest date August 15, 2025 (subject to continued service and standard exceptions) . | 3,062 units (aggregate unvested for Ryan) . |
- No performance‑based equity is granted to independent directors; director RSUs are time‑based and vest over one year; no new director stock options were granted in 2024 .
- Stock options outstanding (legacy): Ryan held 559 options as of December 31, 2024; no director option grants in 2024 .
Other Directorships & Interlocks
| Company/Organization | Type | Role | Status |
|---|---|---|---|
| Mapletree Investments Pte Ltd. | Private (Singapore) | Director | Current |
| ADT Inc. | Public | Director | Prior |
| Tiga Acquisition Corp. | Public (SPAC) | Director | Prior |
| BDT & MSD Partners | Private | Advisory Partner | Current |
- The Nominating & Governance Committee assesses potential conflicts case‑by‑case; Board determined no material relationships or transactions impacting director independence; no related person transactions requiring Item 404(a) disclosure were identified beyond those separately disclosed (none relevant to Ryan) .
Expertise & Qualifications
- Global financial services and capital markets expertise with extensive Asia experience; former President of Goldman Sachs Asia and firm‑wide Management Committee member .
- Audit Committee “financial expert” per SEC definition (applies to all Audit members), supporting robust financial oversight .
- Board governance and strategic advisory background through roles at BDT & MSD Partners and Mapletree; prior public company board service at ADT Inc. and Tiga Acquisition Corp. .
- Education: B.A., Yale University .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Shares beneficially owned | 2,954 | Less than 1% of outstanding common stock . |
| Unvested RSUs | 3,062 | As of December 31, 2024 . |
| Stock options outstanding | 559 | As of December 31, 2024 . |
| Ownership guidelines | 5x base annual fees for independent directors; all directors currently satisfy the guidelines | Equity Ownership Guidelines since 2011; compliance disclosed . |
| Hedging/pledging | Prohibited | Company Trading Policy prohibits hedging and pledging by directors . |
| Deferred comp election | Elected | Ryan elected to defer cash fees; credits tracked to AMG stock, paid in shares at end of Board service . |
Governance Assessment
- Alignment and engagement: Independent status, dual committee membership (Audit and N&G), and Audit financial expert designation support board effectiveness; 100% attendance signal high engagement .
- Pay and ownership alignment: Director pay is modest, equity‑tilted via RSUs, and Ryan’s deferral into stock further aligns interests; ownership guidelines met; hedging/pledging prohibited—enhancing alignment and mitigating risk .
- Conflicts and related parties: No related person transactions identified; independence reaffirmed with no material relationships; prior and current external roles present network benefits without disclosed conflicts .
- Shareholder confidence signals: Strong say‑on‑pay support (97%) and active shareholder engagement underpin governance quality .
RED FLAGS: None disclosed—no overboarding (Ryan has no current public boards), no hedging/pledging, and no related‑party transactions requiring disclosure; director equity is time‑based RSUs without repricing history .