Dwight Churchill
AFFILIATED MANAGERS GROUPAbout Dwight D. Churchill
Dwight D. Churchill (age 71) is an independent director of Affiliated Managers Group (AMG), serving since February 2010 (15 years of tenure) and currently the non-executive Board Chair (appointed January 2025); he chairs the Nominating and Governance Committee and sits on the Compensation Committee. He previously held senior leadership roles at Fidelity Investments (head of Fixed Income, head of Equity Portfolio Management, President of Investment Services), served as elected Chair of the CFA Institute Board of Governors and as interim President & CEO of CFA Institute (2014–2015), and earlier held roles at Prudential Financial, CSI Asset Management, Loomis Sayles, and the Ohio Public Employees Retirement System; he earned a B.A. from Denison University and an MBA from The Ohio State University Fisher College of Business. The Board affirms Churchill’s independence under NYSE standards and notes the Board Chair is independent at present.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fidelity Investments | Head of Fixed Income; Head of Equity Portfolio Management; President, Investment Services | 1993–2009 | Senior leadership overseeing large investment divisions |
| CFA Institute | Chair, Board of Governors; Interim President & CEO | Chair during tenure; Interim CEO Jun 2014–Jan 2015 | Led global professional body; governance and executive leadership |
| Prudential Financial, Inc. | Managing Director | Prior to 1993 | Executive leadership in asset management affiliate |
| CSI Asset Management (Prudential subsidiary) | President & CEO | Prior to 1993 | Led subsidiary asset manager |
| Loomis, Sayles & Company | Senior roles | Prior to 1993 | Investment management leadership |
| Ohio Public Employees Retirement System | Senior roles | Prior to 1993 | Institutional asset management |
External Roles
| Organization | Role | Committee | Notes |
|---|---|---|---|
| State Street Global Advisors SPDR ETF Mutual Funds | Board of Trustees | Audit Committee member | Ongoing trustee role; not a public company board but governance of fund complex |
Board Governance
- Board Chair responsibilities (non-executive, independent): coordinate agendas, chair meetings, serve as communication conduit to CEO, ensure information flow to independent directors, lead CEO annual performance evaluation, and lead executive sessions; Churchill previously served as Board Chair Aug 2020–Jan 2024 and was reappointed Jan 2025. The Board determined he would also continue as Chair of the Nominating and Governance Committee.
- Independence: Seven of eight nominees, including Churchill, are independent under NYSE standards; no related-party transactions were found for independence determinations.
- Attendance: The full Board met six times in 2024; each member attended an average of 100% of Board and standing committee meetings on which they served.
- Executive sessions: Independent directors regularly meet without management; the Board Chair calls and chairs these sessions.
- Committee structure: All standing committees (Audit, Compensation, Nominating & Governance) comprise independent directors; Audit members are all “financial experts.”
- Lead Independent Director: Not required when the Board Chair is independent (current state).
Fixed Compensation
| Item (2024) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 140,083 | Board/committee fees; no per-meeting fees; some directors elect deferral, but Churchill not listed among deferrers in footnote (amounts shown are before deferral adjustments for those who elected) |
| Stock Awards (RSUs) | 208,623 | Aggregate grant-date fair value under ASC 718; reflects two annual RSU grants; plus a prorated Board Chair RSU grant (see below) |
| Option Awards | — | No option grants to independent directors in 2024 |
| All Other Compensation | 10,000 | Matching contributions to eligible non-profits under AMG’s gift-matching program |
| Total | 358,706 | Sum of components above |
Program design (effective 2024):
- Base annual cash fee: $100,000; committee membership fees: Audit $20,000, Compensation $17,000, Nominating & Governance $17,000; Chair fees (in lieu of membership fees): Audit $35,000, Compensation $20,000, Nominating & Governance $20,000. Annual equity awards to independent directors: RSUs with grant date fair value $200,000; Board Chair annual fee paid in RSUs: $100,000. Base cash fee increased by $20,000 effective 2024.
| Annual Director Compensation Structure | Amount ($) |
|---|---|
| Annual Equity Awards – RSUs | 200,000 |
| Board Chair Annual Fee – RSUs | 100,000 |
| Base Annual Fee – Cash | 100,000 |
| Audit Committee Membership | 20,000 |
| Audit Committee Chair | 35,000 |
| Compensation Committee Membership | 17,000 |
| Compensation Committee Chair | 20,000 |
| Nominating & Governance Membership | 17,000 |
| Nominating & Governance Chair | 20,000 |
Performance Compensation
| Equity Award Feature | Details |
|---|---|
| RSU Grants (2024) | Two grants on Feb 5, 2024 ($100,109) and Jul 29, 2024 ($100,042) to independent directors; Churchill also received a prorated Board Chair RSU of $8,473 for service as Chair in Jan 2024; RSUs vest fully over one year ending Mar 5, 2025 and Aug 15, 2025, subject to continued service (limited exceptions: death, disability, certain terminations including retirement) |
| Dividends | RSUs participate in cash dividends; payment deferred until share delivery; forfeited if service requirement not met |
| Options | No option awards granted to independent directors in 2024 |
| Change-in-Control/Severance | No individual change-in-control agreements for directors; equity vesting may accelerate in specific circumstances per plan |
Performance metrics applicable to director compensation:
- None disclosed; director equity awards are time-based (no TSR/financial metrics applied).
Other Directorships & Interlocks
| Entity | Role | Interlock/Conflict Note |
|---|---|---|
| State Street Global Advisors SPDR ETF Mutual Funds | Trustee; Audit Committee member | Governance role at a large fund complex in asset management; AMG’s independence review found no related-party transactions affecting director independence in 2024 |
Additional governance notes:
- Compensation Committee interlocks: None disclosed; no executive officer of another company serves on AMG’s Compensation Committee or Board with reciprocal interlocks.
- “No Overboarding” indicated for the slate of nominees.
Expertise & Qualifications
- Extensive investment management leadership (Fidelity: fixed income and equity PM leadership; investment services president).
- Professional governance and executive leadership in the global standards body (CFA Institute).
- Broad prior roles across leading asset managers and institutional funds.
- Academic credentials: Denison University (B.A.), Ohio State University Fisher College of Business (MBA).
Equity Ownership
| Ownership Element | Churchill |
|---|---|
| Beneficial Ownership (Shares) | 30,425; <1% of common stock outstanding |
| Unvested RSUs (as of Dec 31, 2024) | 4,645 shares |
| Stock Options Outstanding (as of Dec 31, 2024) | 4,224 shares subject to options |
| Anti-Hedging / Anti-Pledging Policy | Company prohibits hedging and pledging; directors, officers, employees (and immediate family) may not short, hedge, or pledge AMG securities, or purchase on margin |
| Ownership Guidelines | Independent directors required to hold equity equal to 5x base annual fees; all directors currently satisfy the guidelines |
Governance Assessment
- Strengths: Independent Board Chair with deep sector experience; simultaneous chairing of Nominating & Governance enhances oversight of board composition and evaluations; independent committees across the board; 100% attendance in 2024 indicates high engagement; stringent anti-hedging/anti-pledging and robust ownership guidelines support alignment.
- Alignment: Churchill holds meaningful equity exposure (beneficial ownership and unvested RSUs) with restrictions on hedging/pledging; director RSU grants vest over one year, reinforcing ongoing service alignment; no performance metrics tied to director equity, consistent with market practice.
- Potential investor considerations: Role concentration as both Board Chair and Nominating & Governance Committee Chair—explicitly affirmed by the Board as warranted given background and continuity—may be monitored by governance-focused investors for balance of power; the Board highlights independence and periodic leadership reviews.
- Conflicts/RED FLAGS: No related-party transactions identified in independence determinations; no compensation committee interlocks; anti-pledging policy mitigates collateral risk; no option repricing or director severance/golden parachute agreements disclosed.