Jay Horgen
AFFILIATED MANAGERS GROUPAbout Jay Horgen
Jay C. Horgen is President and Chief Executive Officer of Affiliated Managers Group, Inc. (AMG) and has served on AMG’s Board since May 2019; age 54 as of April 1, 2025, with a B.A. in Economics and Mathematics from Yale University . Under his leadership, AMG’s EEPS rose to $21.36 in 2024 (+10% YoY), GAAP diluted EPS reached $15.13 (+4% YoY), and Adjusted EBITDA was $973.1 million (+4% YoY), with a 3-year stock TSR outperforming the peer median (+12% vs. -3%) and alternatives’ Adjusted EBITDA contribution rising from ~35% to ~50% since 2019 . AMG reduced adjusted diluted shares outstanding ~36% since end-2019 via capital returns and buybacks, reinforcing per-share value creation . Governance structure features a non-executive, independent Board Chair and all-independent committees; Horgen is the only non-independent director, supporting checks-and-balances on CEO oversight .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AMG | CFO | 2011–2019 | Led finance, capital management and strategic evolution before becoming CEO . |
| AMG | EVP, New Investments | Pre-2011 | Drove new investment partnerships with Affiliates . |
| Eastside Partners | Founder; Managing Director | Pre-2007 | Private equity firm founder; investing/operating perspective . |
| Merrill Lynch & Co.; Goldman Sachs & Co. | Investment banking (MD at Merrill; roles at Goldman) | 1993–2005 | Asset management coverage; capital markets expertise . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No other current public company boards; “Other Public Company Boards” is blank for Horgen . |
Fixed Compensation
Multi-year CEO pay elements from Summary Compensation Table:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $750,000 | $750,000 | $750,000 |
| Non-Equity Incentive (Cash Bonus) ($) | $5,995,000 | $4,811,000 | $5,986,000 |
| Stock Awards (Grant-Date Fair Value) ($) | $6,925,000 | $8,990,000 | $6,226,000 |
| All Other Compensation ($) | $73,212 | $66,823 | $68,846 |
| Total ($) | $13,743,212 | $14,617,823 | $13,030,846 |
Notes:
- “All Other Compensation” includes 401(k) contributions ($20,700), medical, life/disability insurance premiums, and tax prep; no perquisite tax gross-ups .
- AMG targets median pay vs. peer CEOs for Horgen; 2024 CEO Target Total Payout set at $13.3 million with a cap at $17.5 million .
Performance Compensation
2024 performance is assessed formulaically on nine quantitative metrics with equal 11.1% weights; Overall Performance Assessment Score was 118%, producing Annual Incentive Compensation of $15.0 million and a formulaic mix of $6.0 million cash bonus (40%) and $9.0 million equity (60%) .
| Metric | Weight | Target | Actual | Payout Score | Vesting/Notes |
|---|---|---|---|---|---|
| Annual Adjusted EBITDA ($mm) | 11.1% | $964 | $973 | 101% | Cash/equity payout determined; equity vests per award structure . |
| Annual EEPS ($) | 11.1% | $20.45 | $21.36 | 104% | As above . |
| EEPS/GAAP EPS Growth Percentile (3-yr) | 11.1% | 50% | 77% | 154% | As above . |
| Absolute TSR (1/3/5-year composite) | 11.1% | 10% | 12% | 121% | As above . |
| Relative TSR (1/3/5-year composite) | 11.1% | 50% | 50% | 100% | As above . |
| 3-Year Rolling Yield on New Affiliate Investments | 11.1% | 12% | 14% | 115% | As above . |
| 3-Year Rolling Adjusted Return on Capital | 11.1% | 10% | 14% | 145% | As above . |
| AUM Contribution from Strategic Areas | 11.1% | 44% | 46% | 104% | As above . |
| Employee Engagement Score | 11.1% | 75% | 89% | 118% | As above . |
| Overall Performance Assessment Score | 100% | — | — | 118% | Applied to CEO Target Payout; drives cash/equity mix . |
Long-Term Equity Award Structure:
- 2024 formulaic equity: 75% Long-Term Performance Achievement Awards (LT-PA) with 4-year cliff vest; 25% Long-Term Deferred Equity Awards (time-based RSUs) vesting in four annual installments .
- LT-PA metrics: Average ROE (achievement 10–22% → 40–150% payout; <10% → 0%) and 4-Year Cumulative EEPS range $88–$95/share (adds 25–50% payout); max 200% if both metrics met at maximum .
2024 Grants (delivered in March 2024 for 2023 performance):
| Grant Type | Grant Date | Target/Units | Max Units | Grant FV ($) | Vesting |
|---|---|---|---|---|---|
| Long-Term Deferred Equity Awards (RSUs) | 3/5/2024 | 15,702 | — | $2,490,000 | Four equal tranches on 3/5/2025–2028 . |
| Long-Term Performance Achievement Awards (PSUs) | 3/5/2024 | 23,559 | 35,339 | $3,736,000 | Performance-based; vest per plan metrics . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 761,178 shares; 2.6% of common stock as of March 31, 2025 . |
| Shares Held (governance highlight) | CEO “currently holds” 461,178 shares, or 1.6% (methodology differs from beneficial definition) . |
| Options Outstanding | 300,000 options exercisable at $74.49; expire 8/15/2026; “Alignment Options” from Aug 2019 . |
| Options Exercised (2024) | 300,000 shares acquired; $30,078,000 value realized on exercise (strike $74.49) . |
| RSUs Unvested | 91,871 shares unvested; market/payout value $16,988,785 at $184.92 12/31/2024 . |
| Performance Shares (Unearned) | 59,905 PSUs unearned; market value $11,077,633 at $184.92 . |
| Shares Acquired on Vesting (2024) | 41,170 shares; value realized $6,487,268 . |
| Ownership Guidelines | CEO must hold ≥10x base salary; NEOs ≥7x; Directors ≥5x fees; all NEOs/directors currently satisfy . |
| Holding/Trading Policy | Additional holding thresholds: CEO cannot sell unless vested, unrestricted shares >2x Total Annual Compensation; sales limits apply unless ≥3x; anti-hedging and anti-pledging; no margin or borrowing against AMG stock . |
No pledging and hedging of AMG securities are permitted for directors or officers (alignment positive) .
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreements | None for NEOs, including CEO; no golden parachute agreements . |
| Non-Compete / Non-Solicit | Post-termination covenants: up to 2 years non-compete and non-solicit of employees; 1 year non-solicit of clients/prospects . |
| Change-in-Control | Double-trigger required (CIC + termination without cause/for good reason) for acceleration; retirement treatment allows continued vesting per schedule; one-year minimum service for pro rata acceleration on certain cliff awards . |
| CIC/Death/Disability Acceleration (YE 2024) | 43,620 shares / $8,066,210 value for CEO at $184.92/share; similar disclosures for other NEOs . |
| Clawbacks | Company clawback for material restatements within 3 years; NYSE Clawback Policy effective Oct 16, 2023 under Exchange Act §10D and NYSE listing standards . |
| Perquisites | Standard benefits; no tax reimbursements for perqs; executives may invest in Affiliate products per policy . |
| Insider Trading Policy | Comprehensive Trading Policy; prohibits hedging, pledging, margin purchases; Exhibit 19 to 2024 10-K . |
Board Governance and Director Service
- Board Role: Director since 2019; Horgen is the only non-independent director; all committees are 100% independent .
- Committee Assignments: Horgen is not listed on Audit, Compensation, or Nominating & Governance committees; those are independent-only .
- Chair Structure: Non-executive, independent Board Chair (Dwight Churchill; independent); Lead Independent Director role not required under current independent Chair structure; Chair leads quarterly executive sessions, CEO evaluation, and governance processes .
- Board Refresh/Attendance: Strong refreshment since 2021; average nominee age 61; 100% average attendance across Board and committee meetings in 2024 .
- Independence and Accountability: Majority independent Board; annual majority vote for directors; no staggered board or poison pill; active shareholder engagement .
Director Compensation Program and Ownership (for governance quality context):
- Director ownership guidelines (5x fees) and one-year vesting on director RSUs instituted in 2024; no director options granted in 2024 .
Compensation Committee and Pay Governance
- Committee: Compensation Committee chaired by Tracy P. Palandjian; independent; uses Semler Brossy as independent consultant (no conflicts) .
- Program Enhancements: 2024 refined scorecard to 9 metrics; replaced Annual Mgmt Fee EBITDA with Annual Adjusted EBITDA; increased LT-PA awards to 75% and extended to 4-year cliff; added 4-year Cumulative EEPS metric to LT-PA .
- Peer Group: Streamlined to 12 peers; removal of Ares reduced peer median CEO comp by 13%; CEO target set at peer median ($13.3mm) with $17.5mm cap; AMG market cap $5.8B vs peer median $7.3B at 12/31/2024 .
- Say-on-Pay: 97% support in 2024; 98% in 2023; 97% in 2022 .
Performance & Track Record
| Metric/Initiative | 2024 Outcome |
|---|---|
| EEPS ($/share) | $21.36 (+10% YoY) . |
| GAAP Diluted EPS ($/share) | $15.13 (+4% YoY, excluding specified gains in prior years) . |
| Adjusted EBITDA ($mm) | $973.1 (+4% YoY) . |
| 3-Year Stock Performance | AMG +12% vs Peer Group median -3% through 12/31/2024 . |
| Business Mix | Alternatives Adjusted EBITDA contribution increased from ~35% to ~50% since 2019 . |
| Capital Returns | ~36% reduction in shares outstanding since end-2019; ~$700mm capital returned to shareholders in 2024 . |
| Strategy Execution | New evergreen alternatives; closed NorthBridge Partners post-year-end; strengthened balance sheet and extended maturities . |
Investment Implications
- Alignment and retention: Strong pay-for-performance architecture with 100% quantitative scorecard and peer-median targeting; majority of equity is performance-based with 4-year cliff vesting on LT-PA and dual metrics (Average ROE and 4-year EEPS) – supports long-term alignment and reduces short-term gaming risk .
- Ownership and trading constraints: High CEO ownership with strict holding thresholds and prohibitions on hedging/pledging; CEO beneficial stake disclosed at 2.6% and multiple RSU/PSU tranches outstanding, signaling meaningful skin-in-the-game; holding policy limits discretionary selling, mitigating near-term insider selling pressure from vesting and option exercises .
- Severance/CIC risk: No employment or golden parachute agreements; CIC requires double-trigger with defined equity acceleration; non-compete/non-solicit terms are robust, lowering change-of-control cash risk and signaling disciplined governance .
- Strategy execution risk: Scorecard integration of capital allocation, TSR, and earnings metrics ties incentives to key levers (Affiliate investment yields, adjusted ROIC), highlighting confidence in execution and capital discipline; continued pivot toward alternatives supports secular growth but entails performance fee cyclicality .
- Governance checks: Independent Chair and all-independent committees offset dual CEO/Director role; strong shareholder support for pay design reduces headline risk around say-on-pay .
Monitoring items: Track vesting outcomes on LT-PA against Average ROE and cumulative EEPS targets; review Form 4 filings for any 10b5-1 sales cadence post option exercises; assess Peer Group updates’ impact on target payout calibration annually .