Tracy Palandjian
AFFILIATED MANAGERS GROUPAbout Tracy P. Palandjian
Tracy P. Palandjian (age 54) is an independent director of Affiliated Managers Group, Inc. (AMG) with 13 years of board service (director since March 2012). She holds an A.B. from Harvard University and an M.B.A. from Harvard Business School; she is CEO and co-founder of Social Finance, Inc., with extensive global financial management, consulting, and advisory experience . The Board has affirmatively determined she is independent under NYSE listing standards, with no material relationships or related person transactions considered in that determination .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Parthenon Group | Managing Director; established and led the Nonprofit Practice | Not disclosed | Led advisory to foundations and nonprofits globally |
| McKinsey & Company | Professional role (prior employment) | Not disclosed | Strategic consulting experience |
| Wellington Management Company, LLP | Professional role (prior employment) | Not disclosed | Investment management experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Social Finance, Inc. | Chief Executive Officer, Co-founder, Board Director | Not disclosed | Registered investment advisor; impact investing leadership |
| Harvard Corporation | Member | Not disclosed | Governance oversight at Harvard University |
| U.S. Impact Investing Alliance | Vice-Chair | Not disclosed | Field leadership in impact investing |
| Barr Foundation | Board Member | Not disclosed | Philanthropy governance |
| The Boston Foundation | Board Member | Not disclosed | Philanthropy governance |
| Surdna Foundation | Board Member; Chair, Investment Committee | Not disclosed | Oversees investment policy |
| American Academy of Arts and Sciences | Member | Not disclosed | National honorary society |
Board Governance
- Committee assignments: Chair of the Compensation Committee; member of the Nominating and Governance Committee; not on the Audit Committee .
- Independence: The Board determined Palandjian is independent; seven of eight nominees are independent, with no director transactions affecting independence .
- Attendance: The full Board met six times in 2024; each director achieved an average of 100% attendance at Board and committee meetings .
- Executive sessions and leadership: Independent directors meet in scheduled executive sessions led by the independent Board Chair; quarterly sessions plus additional as needed .
- Overboarding policy: Formal policy adopted in 2024; only one nominee serves on additional public company boards; Palandjian has no current public company directorships .
- Committee activity in 2024: Audit Committee held 8 meetings; Compensation Committee held 5; Nominating & Governance held 4 .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Base annual cash fee | 100,000 | Increased by $20,000 effective FY2024 to align with peers; no meeting fees |
| Compensation Committee Chair fee (cash) | 20,000 | Chair receives chair fee in lieu of member fee |
| Nominating & Governance Committee member fee (cash) | 17,000 | Member fee for committee service |
| FY2024 cash fees earned (Palandjian) | 137,000 | She elected to defer cash fees into an AMG stock-tracking fund; amounts shown are not reduced for deferral |
| All other compensation (gift matching) | 10,000 | Company matching to eligible nonprofits |
Director cash fee schedule (FY2024): Audit member $20,000; Audit Chair $35,000; Compensation member $17,000; Compensation Chair $20,000; Nominating & Governance member $17,000; Nominating & Governance Chair $20,000; annual RSU grant $200,000; Board Chair RSU fee $100,000 .
Performance Compensation
| Equity Award Detail | Grant Date | Fair Value ($) | Vesting | RSUs/Options |
|---|---|---|---|---|
| Director RSU awards (Palandjian) | Feb 5, 2024; Jul 29, 2024 | 200,150 total | One-year vesting ending Mar 5, 2025 and Aug 15, 2025; dividends deferred until delivery | Unvested RSUs at 12/31/2024: 3,357 |
| Option awards | — | — | — | Options held at 12/31/2024: 12,009; no options granted in 2024 |
Executive incentive scorecard overseen by Compensation Committee (context for Palandjian’s chair role) — FY2024:
| Metric (Targets vs Actuals) | 2024 Target | 2024 Actual | Achievement |
|---|---|---|---|
| Annual Adjusted EBITDA ($mm) | 964 | 973 | 101% |
| Annual EEPS ($/share) | 20.45 | 21.36 | 104% |
| EEPS/GAAP EPS growth percentile (3-yr) | 50% | 77% | 154% |
| TSR Absolute (1-,3-,5-yr composite) | 10% | 12% | 121% |
| TSR Relative (1-,3-,5-yr composite) | 50th percentile | 50th percentile | 100% |
| 3-yr rolling yield on new investments | 12% | 14% | 115% |
| 3-yr rolling adjusted return on capital | 10% | 14% | 145% |
| AUM from strategic target areas | 44% | 46% | 104% |
| Employee engagement score | 75% | 89% | 118% |
| Overall Performance Assessment Score | — | — | 118% |
Compensation program governance signals:
- Say-on-pay support: 97% in 2024 (and 98% in 2023; 97% in 2022) .
- Peer group change: Ares removed in 2024; peer median used to set CEO target payout fell 13% (to $13.3mm), lowering CEO total compensation ~10% .
- Strong governance practices: clawbacks, double-trigger vesting for change in control, equity ownership guidelines, no hedging or pledging, no option repricing; independent consultant (Semler Brossy) with no conflicts .
Other Directorships & Interlocks
| Category | Current |
|---|---|
| Other public company boards (Palandjian) | None |
| Shared directorships with AMG peers/suppliers/customers | Not disclosed; Board affirmatively found no transactions impacting independence |
Expertise & Qualifications
- Impact investing and RIA leadership (Social Finance CEO/co-founder) .
- Strategic consulting and investment management experience (Parthenon, McKinsey, Wellington) .
- Education: Harvard A.B.; Harvard Business School MBA .
- Governance roles across prominent institutions (Harvard Corporation; Vice-Chair U.S. Impact Investing Alliance; multiple foundation boards) .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 25,912 | <1% of outstanding |
| Unvested RSUs (as of 12/31/2024) | 3,357 | Vesting Mar 5, 2025 & Aug 15, 2025 |
| Stock options (as of 12/31/2024) | 12,009 | Exercise window terms per plan |
| Ownership guidelines | 5x base annual fees for independent directors; all directors currently satisfy | |
| Hedging/pledging | Prohibited for directors/officers under Insider Trading Policy |
Fixed vs Equity Mix (FY2024)
| Component | $ | % of Total |
|---|---|---|
| Cash fees | 137,000 | 39% |
| Stock awards (RSUs) | 200,150 | 58% |
| All other (gift matching) | 10,000 | 3% |
| Total | 347,150 | 100% |
Governance Assessment
- Effectiveness: As Compensation Committee Chair, Palandjian oversees a formulaic, quantitative incentive framework tied to financial, TSR, and capital allocation metrics; strong say-on-pay outcomes and program refinements indicate robust shareholder alignment .
- Independence and engagement: Independent status, 100% attendance, and leadership on key committees support board quality; quarterly executive sessions strengthen oversight .
- Alignment: She elected to defer cash fees into equity-linked units; director ownership guidelines met; anti-hedging/pledging and one-year RSU vesting for directors reinforce alignment and risk discipline .
- Conflicts and related-party exposure: Board found no transactions affecting independence; charitable contributions to organizations with director ties stayed below SEC thresholds; Audit Committee pre-approvals and related-party policies provide controls .
- RED FLAGS: None disclosed—no hedging/pledging; no director-related party transactions requiring disclosure; no overboarding for Palandjian; equity awards capped under the 2020 Stock Plan .