Kavita Padiyar
AFFILIATED MANAGERS GROUPAbout Kavita Padiyar
Kavita Padiyar is General Counsel and Corporate Secretary of Affiliated Managers Group (AMG), overseeing public company activities, corporate legal matters, and the Company’s regulatory, compliance, and human capital functions; she joined AMG in 2011 and was promoted to General Counsel on April 1, 2024. She holds a B.A. in English and Sociology from the University of Michigan and a J.D. from Harvard Law School; prior to AMG, she was a Corporate Associate at Ropes & Gray LLP focused on investment management and debt financing . Company performance during her first full year as a named executive reflected strong pay-for-performance alignment: 2024 Economic EPS (EEPS) was $21.36 (+10% YoY), Adjusted EBITDA was $973.1 million (+4% YoY), and GAAP diluted EPS was $15.13 (+4% YoY), while AMG’s 3-year TSR ended 12/31/2024 was +12% vs. peer median of -3% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ropes & Gray LLP | Corporate Associate | — | Corporate matters including investment management and debt financing |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | — |
Fixed Compensation
| Item | 2024 Value | Notes |
|---|---|---|
| Base Salary | $456,250 | General Counsel and Corporate Secretary |
| Target Cash Bonus (Non-Equity Incentive) | $725,000 | Determined via formulaic scorecard and tiered cash/equity mix |
| Maximum Cash Bonus Opportunity | $4,300,000 | Program cap mechanics per plan design |
| Actual Cash Bonus Paid (2024 performance) | $857,000 | Recognized for 2024 performance |
| Annual Incentive Compensation Cap (GC role) | $10,000,000 | Cap applied to GC, CFO, COO, Head of Affiliate Partnerships |
Performance Compensation
| Metric | Weight | 2024 Target | 2024 Actual | Score (%) |
|---|---|---|---|---|
| Annual Adjusted EBITDA ($mm) | 11.1% | $964 | $973 | 101% |
| Annual EEPS ($/share) | 11.1% | $20.45 | $21.36 | 104% |
| EEPS/GAAP EPS (Adjusted) 3-yr Growth Percentile vs Peers | 11.1% | 50% | 77% | 154% |
| Absolute TSR (1-,3-,5-Yr composite) | 11.1% | 10% | 12% | 121% |
| Relative TSR (1-,3-,5-Yr composite) | 11.1% | 50% | 50% | 100% |
| 3-Year Rolling Yield on New Affiliate Investments | 11.1% | 12% | 14% | 115% |
| 3-Year Rolling Adjusted Return on Capital | 11.1% | 10% | 14% | 145% |
| AUM Contribution from Selected Strategic Target Areas | 11.1% | 44% | 46% | 104% |
| Employee Engagement Score | 11.1% | 75% | 89% | 118% |
| Overall Performance Assessment Score | — | — | — | 118% |
- Design enhancements in 2024 increased financial metric weighting (8 of 9 metrics; 89%), extended Long-Term Performance Achievement Award vesting to 4-year cliff, raised performance-based equity mix to 75%, and added a second metric (4-Year Cumulative EEPS) alongside Average ROE for performance shares .
- For 2024, Annual Incentive Compensation derived by applying the 118% score to peer-benchmarked targets; the General Counsel’s Annual Incentive Compensation totaled $2.2 million (cash plus equity, granted in March 2025 under program rules) .
Key Award Schedules and Conditions (Padiyar)
| Award Type | Grant Date | Vesting Schedule | Performance Conditions |
|---|---|---|---|
| 2023 Long-Term Deferred Equity Awards (RSUs) | Mar 5, 2024 | 25% annually on Mar 5, 2025–2028 | Service-based; retirement/CoC exceptions per plan |
| 2023 Long-Term Performance Achievement Awards (RSUs) | Mar 5, 2024 | Cliff vest on Mar 5, 2027 | Average ROE over 3-year period ending Dec 31, 2026; 0–150% payout curve |
| Stock Options (2011 Plan) | Mar 3, 2020 | Performance-tested eligibility; exercisable Mar 3, 2025; expire Mar 3, 2027 | 5-year Average ROE (ending Dec 31, 2023) determines eligible portion; exercise price $73.81 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 92,192 shares; less than 1% of common stock |
| Options Outstanding | 74,085 unexercisable; strike $73.81; expiry 3/3/2027; performance-tested eligibility determined by 5-year Average ROE; exercisable beginning 3/3/2025 |
| RSUs Unvested (service/performance) | 9,153 shares; market/payout value $1,692,573 |
| RSUs Unearned (performance) | 3,074 shares; market value $568,444 |
| Shares Vested in 2024 | 7,634 shares; value $1,202,527 |
| Stock Ownership Guidelines | 7x annual base salary for NEOs; all NEOs currently satisfy |
| Equity Holding Policy | No sales permitted unless vested, unrestricted shares exceed 1x Total Annual Compensation for non-CEO; tiered limits until 3x achieved; applies to performance and one-time awards |
| Hedging/Pledging | Prohibited for directors, officers, and employees; no margin or collateral pledging of AMG stock allowed |
| Director/Executive Open-Market Purchases | Executives and directors collectively purchased >110,000 shares since 2019 (~$11 million notional at purchase) |
Employment Terms
| Term | Detail |
|---|---|
| Current Role Start Date | April 1, 2024 (General Counsel and Corporate Secretary) |
| Employment Contracts | None; AMG has no employment agreements with NEOs |
| Change-in-Control Treatment | Double-trigger (CoC plus qualifying termination) for acceleration; retirement treatment continues vesting per schedule; pro-rata acceleration for certain cliff performance awards upon qualifying termination |
| Accelerated Distribution Under Incentive Plans (as of 12/31/2024) | 5,901 shares / $1,091,213 market value at $184.92 share price |
| Non-Compete | Up to two years post-separation |
| Non-Solicit (Employees) | Up to two years post-separation |
| Non-Solicit (Clients) | One year post-separation |
| Clawbacks | Company policy for material restatement within 3 years; NYSE 10D-compliant clawback applicable to incentive-based comp after Oct 2, 2023 |
| Tax Gross-Ups | No tax reimbursements on perquisites |
| Insider Trading Policy | Comprehensive program; blackout timing; anti-hedging/anti-pledging; Trading Policy filed as Exhibit to 2024 10-K |
Additional Program Context
- Say-on-pay support: 97% approval in 2024 (98% in 2023; 97% in 2022), reflecting strong shareholder endorsement of formulaic, quantitative pay design .
- Peer benchmarking: 2024 Peer Group streamlined (Ares removed); CEO target set at peer median ($13.3mm); program emphasizes pay for median/more-than-median performance outcomes .
- Shareholder communications: Stockholders can contact the Board via Padiyar, Corporate Secretary, at AMG headquarters address .
Investment Implications
- High alignment and lower selling pressure risk: Strict 7x salary ownership guidelines, equity holding policy thresholds, and anti-hedging/pledging rules reduce near-term disposition capacity and align incentives with long-term value creation .
- Known liquidity/vesting events: RSU installments in March 2025–2028 and performance RSU cliff in March 2027; options become exercisable March 3, 2025 subject to performance; monitor these dates for potential insider transactions given policy constraints .
- Robust pay-for-performance: 2024 incentive outcomes tied 100% to quantitative metrics with 89% financial weighting; overall score 118% on EEPS, Adjusted EBITDA, TSR, and capital allocation efficacy, supporting incentive payouts linked to fundamental drivers .
- Retention/transition risk appears contained: No individual employment agreements, but retirement/CoC vesting frameworks plus non-compete/non-solicit covenants provide continuity; strong say-on-pay history suggests low governance friction risk .