UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| ITEM 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Affiliated Managers Group, Inc. (the “Company”) today announced the appointment of Thomas M. Wojcik as Chief Operating Officer of the Company, effective April 1, 2024. As Chief Operating Officer, Mr. Wojcik will oversee the Company’s capital formation capabilities, and will continue to report to Jay C. Horgen, President and Chief Executive Officer. The Company today also announced the appointment of Dava E. Ritchea as its next Chief Financial Officer, succeeding Mr. Wojcik, the Company’s current Chief Financial Officer, effective April 1, 2024. As Chief Financial Officer, Ms. Ritchea will oversee the Company’s finance, accounting, and capital management functions, reporting to Mr. Horgen.
Ms. Ritchea joins the Company from Sculptor Capital Management Inc. (“Sculptor”), which was publicly listed until its acquisition by Rithm Capital Corporation; she served as Sculptor’s Chief Financial Officer since 2021, and also served as a member of the firm’s Partner Management Committee. Prior to joining Sculptor, Ms. Ritchea served as Chief Financial Officer at Assured Investment Management LLC (formerly known as BlueMountain Capital Management, LLC) from 2017 to 2021. Earlier in her career, Ms. Ritchea served in investment banking and strategy roles at each of Credit Suisse Group AG, Barclays Capital Inc., and Lehman Brothers Inc. Ms. Ritchea received a B.S. in Business Administration from Carnegie Mellon University.
Pursuant to a letter agreement entered into with the Company on March 22, 2024, Ms. Ritchea will receive an annual base salary of $500,000 and will be eligible to receive 2024 incentive compensation determined by the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”). Subject to the approval of the Compensation Committee, Ms. Ritchea will be granted equity interests of the Company within ninety (90) days of joining, in a form determined by the Compensation Committee and subject to the Company’s equity grant policy, with a fair value of $3,500,000, to further incentivize Ms. Ritchea and to align her interests with the long-term interests of the Company’s stockholders, as well as to compensate her for amounts that she will forfeit upon her departure from her prior employer. Ms. Ritchea will also be eligible to participate in the Company’s health, benefit, and retirement plans available to other executive officers.
Ms. Ritchea and the Company will enter into the Company’s standard indemnification agreement for directors and executive officers, a form of which has been previously filed by the Company with the Securities and Exchange Commission. There is no arrangement or understanding between Ms. Ritchea and any other person pursuant to which she was elected as an officer of the Company, and there are no familial relationships between Ms. Ritchea and any of the Company’s directors or executive officers. There are no transactions in which Ms. Ritchea has an interest requiring disclosure under Item 404(a) of Regulation S-K.
| ITEM 7.01 | Regulation FD Disclosure. |
On March 25, 2024, the Company issued a press release announcing the matters described above, which is furnished as Exhibit 99.1 hereto and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
| ITEM 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 99.1 | Press Release issued by the Company on March 25, 2024. | |
| 104 | Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document). | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AFFILIATED MANAGERS GROUP, INC. | ||||||
| Date: March 25, 2024 |
By: | /s/ Kavita Padiyar | ||||
| Name: | Kavita Padiyar | |||||
| Title: | Managing Director, Chief Corporate Counsel, and Corporate Secretary | |||||
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Exhibit 99.1
| Investor Relations: Media Relations: |
Patricia Figueroa Ann Imes | |
| +1 (617) 747-3300 ir@amg.com | ||
| pr@amg.com |
AMG Names Thomas M. Wojcik as Chief Operating Officer and
Dava E. Ritchea as Chief Financial Officer
WEST PALM BEACH, FL, March 25, 2024 – AMG, a leading partner to independent investment management firms globally, today announced the appointments of Thomas M. Wojcik as Chief Operating Officer and Dava E. Ritchea as Chief Financial Officer, effective April 1, 2024. Mr. Wojcik will oversee the Company’s capital formation capabilities, and Ms. Ritchea will oversee AMG’s finance, accounting, and capital management functions. Both will report to Jay C. Horgen, President and Chief Executive Officer of AMG.
Ms. Ritchea joins AMG from Sculptor Capital Management Inc., which was publicly listed until its acquisition by Rithm Capital Corporation; she served as Sculptor’s CFO since 2021, and also served as a member of the firm’s Partner Management Committee. Prior to joining Sculptor, Ms. Ritchea served as CFO at Assured Investment Management LLC (formerly known as BlueMountain Capital Management, LLC) from 2017 to 2021. Earlier in her career, Ms. Ritchea served in investment banking and strategy roles at each of Credit Suisse Group AG, Barclays Capital Inc., and Lehman Brothers Inc. Ms. Ritchea received a B.S. in Business Administration from Carnegie Mellon University.
“We are very pleased to appoint an executive of Dava’s caliber and skillset as AMG’s Chief Financial Officer,” said Mr. Horgen. “Having known Dava for many years through her role as CFO of an AMG Affiliate and subsequently as a public company CFO, we look forward to her contributions given her extensive experience at firms specializing in both private markets and liquid alternatives, each focus areas of investment within AMG’s growth strategy – along with her direct experience with AMG’s partnership model and orientation.
“We have built an outstanding senior management team over time, which has a good balance of long-tenured executives and fresh perspectives,” Mr. Horgen continued. “Tom’s appointment as COO reflects his strategic contributions to date, and more broadly, our efforts to magnify our Affiliates’ long-term success, including through collaboration on numerous capital formation initiatives, from new product development to supporting the growth of Affiliate strategies. I look forward to continuing to leverage our team’s collective expertise as we execute on our growth strategy and broad opportunity set.”
About AMG
AMG (NYSE: AMG) is a strategic partner to independent investment management firms globally. AMG’s strategy is to generate long-term value by investing in a diverse array of high-quality independent partner-owned firms, through a proven partnership approach, and allocating resources across AMG’s unique opportunity set to the areas of highest growth and return. Through its distinctive approach, AMG magnifies its Affiliates’ existing advantages and actively supports their independence and ownership culture. As of December 31, 2023, AMG’s aggregate assets under management were approximately $673 billion across a broad range of differentiated investment strategies. For more information, please visit the Company’s website at www.amg.com.
Forward-Looking Statements and Other Matters
Certain matters discussed in this press release issued by Affiliated Managers Group, Inc. (“AMG” or the “Company”) may constitute forward-looking statements within the meaning of the federal securities laws, and could be impacted by a number of factors, including those described under the section entitled “Risk Factors” in AMG’s most recent Annual Report on Form 10-K, as such factors may be updated from time to time in the Company’s periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. AMG undertakes no obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by applicable law. From time to time, AMG may use its website as a distribution channel of material Company information. AMG routinely posts financial and other important information regarding the Company in the Investor Relations section of its website at www.amg.com and encourages investors to consult that section regularly.