Karen Alvingham
AFFILIATED MANAGERS GROUPAbout Karen L. Alvingham
Independent director (also referred to as “Lady Alvingham”), age 62, serving on AMG’s Board since January 2018; currently a member of the Nominating and Governance Committee, and affirmatively determined independent under NYSE standards with 7 years of tenure as of April 1, 2025 . Background includes nearly three decades in investment management, culminating as Managing Partner of Genesis Investment Management, an AMG Affiliate; she also serves on the board of International Market Management Ltd .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Genesis Investment Management, LLP (AMG Affiliate) | Managing Partner | 2003 – June 2017 | Led boutique global investment firm; long-cycle stewardship and client service across geographies |
| Genesis Investment Management, LLP | Investment professional (joined firm) | 1990 – 2003 (appointed MP in 2003) | Senior leadership pipeline; continuity of investment process |
| Touche Remnant Investment Management Ltd | Senior Investment Manager | Not specified (prior to Genesis) | Portfolio management and investment discipline |
| Lloyds Investment Management Ltd | Senior Investment Manager | Not specified (prior to Genesis) | Risk and fiduciary oversight in institutional asset management |
| Grieveson Grant & Co | Early career | Not specified | Foundational markets experience |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| International Market Management Ltd | Director | Current | Private company; no AMG-related transactions disclosed |
Board Governance
- Committee assignments: Nominating & Governance Committee member (not chair) .
- Independence: Board determined Lady Alvingham has no material relationship with AMG; independent under NYSE standards .
- Attendance: Board met 6 times in 2024; all directors averaged 100% attendance at Board and committee meetings on which they served .
- Committee cadence: Nominating & Governance Committee held 4 meetings in 2024; Audit 8; Compensation 5 .
- Other public boards/overboarding: No other public company boards; Board confirms no overboarding among nominees .
- Chair structure: Independent Board Chair; executive sessions led by chair; robust governance processes and evaluations .
Fixed Compensation (Director Pay – FY2024)
| Component | Amount (USD) | Notes |
|---|---|---|
| Fees earned or paid in cash | $117,000 | Amounts shown are not reduced for Lady Alvingham’s election to defer cash fees under the Deferred Compensation Plan (AMG stock-tracking fund; delivered in shares upon end of Board service) . |
| Stock awards (RSUs, grant-date fair value) | $200,150 | Aggregate grant-date fair value per FASB ASC 718; RSUs granted Feb 5, 2024 ($100,109) and Jul 29, 2024 ($100,042) to each independent director then serving . |
| Option awards | — | No stock option awards granted to independent directors in 2024 . |
| All other compensation | $10,000 | Gift-matching contributions to eligible non-profits . |
| Total | $327,150 |
Program design highlights:
- Director RSUs vest in full over one year ending March 5, 2025 and August 15, 2025, respectively; dividends accrued and delivered upon share settlement; forfeiture if vesting conditions not met .
- Deferred compensation available for cash fees; credited to AMG stock-tracking fund; distributable in shares at end of Board service .
Performance Compensation (Equity Detail – FY2024)
| Instrument | Grant Date | Grant-Date Fair Value | Vesting | Unvested/Outstanding Status |
|---|---|---|---|---|
| RSU (annual director grant) | Feb 5, 2024 | $100,109 | Vests one year ending Mar 5, 2025 | Unvested RSUs at 12/31/2024: 3,284 shares (Lady Alvingham) . |
| RSU (annual director grant) | Jul 29, 2024 | $100,042 | Vests one year ending Aug 15, 2025 | Included in above aggregate unvested count . |
| Stock options (legacy) | Various (not disclosed) | N/A | Standard terms; some options outstanding | Options outstanding at 12/31/2024: 2,871 shares (Lady Alvingham); no options granted in 2024 . |
Change-in-control/severance:
- No individual change-in-control agreements with any director; equity vesting may accelerate under specific circumstances (death, disability, certain terminations including retirement; subject to program terms) .
Other Directorships & Interlocks
| Company | Sector/Type | Role | Public/Private | Interlock/Conflict Indicator |
|---|---|---|---|---|
| International Market Management Ltd | Corporate | Director | Private | No related-person transactions with AMG disclosed; Board independence evaluation found no transactions affecting independence determinations . |
| Other public company boards | — | — | — | None; “—” in the nominees table (no overboarding) . |
Expertise & Qualifications
- Investment management leadership: Former Managing Partner of Genesis Investment Management, serving global clients; brings investment-centric perspective aligned with AMG’s Affiliate model .
- Global/investment experience: Deep experience across UK-based managers; capital allocation and fiduciary capabilities emphasized in Board skills matrix (investment management, governance, risk management) .
- Board skills: Corporate governance, risk management/compliance, financial reporting, and global experience among Board’s emphasized competencies; Alvingham contributes within this framework .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership | 12,472 shares; <1% of common stock | Beneficial ownership includes shares subject to options currently exercisable or exercisable within the measurement period; RSUs unvested/unsettled are not counted as outstanding for percentage computations . |
| Unvested RSUs (12/31/2024) | 3,284 shares | Annual director grants with one-year vesting; dividends deferred until delivery . |
| Stock options outstanding (12/31/2024) | 2,871 shares | Legacy option awards; no option grants to directors in 2024 . |
| Ownership guidelines | 5x annual base fees for independent directors | Shares underlying options and unearned performance awards do not count toward guideline . |
| Guideline compliance | All directors currently satisfy ownership guidelines | Restriction on selling if ownership below required level during accumulation period . |
| Hedging/pledging policy | Prohibited for directors (short sales, hedging, margin purchases, pledging) | Insider Trading Policy governs trading; integrated controls and compliance . |
Insider Trades
- Form 4 transaction details are not presented in the proxy; AMG maintains an Insider Trading Policy prohibiting hedging and pledging by directors and officers . No related-person transactions requiring Item 404(a) disclosure beyond those described under “Other Matters—Related Person Transactions” (none applicable to directors here) .
Governance Assessment
- Alignment and independence: Strong independence profile; no related-party transactions, and full attendance in 2024—supports investor confidence in oversight quality .
- Committee effectiveness: Service on Nominating & Governance aligns with her experience; the committee oversees director selection, governance guidelines, CEO/leadership succession, and annual Board/committee self-assessments (robust process) .
- Pay architecture: Director compensation balanced with cash and annual RSUs; one-year vesting promotes straightforward alignment without complex performance conditions; availability of fee deferral into stock-tracking fund increases equity alignment .
- Ownership discipline: Director ownership guidelines at 5x base fees, with company-wide prohibitions on hedging/pledging; Board reports guideline compliance—positive for skin-in-the-game and downside risk alignment .
- Potential conflicts/RED FLAGS: None disclosed—no other public boards (limits overboarding risk), no related-person transactions impacting independence, no pledging permitted under policy. No pay anomalies (no options granted in 2024; RSU cadence and vesting consistent across directors) .
Overall, Karen L. Alvingham’s long-tenured investment management background and independent status, coupled with full meeting attendance and equity-aligned director pay/ownership policies, indicate high governance quality and low conflict risk for investors tracking AMG .