DEF 14A of Assured Guaranty LTD, Mar 19, 2025

DEF 14A of Assured Guaranty LTD

Filed Mar 19, 2025 · FY20240001273813-25-000020

Open on EDGAR

  1. TABLE OF CONTENTS

    | Employee Stock Purchase Plan ____________ | 70 | | Indemnification Agreements _______________ | 70 | | 2024 Grants of Plan-Based Awards _________ | 71 | | Outstanding Equity Awards ________________ | 73 | | 2024 Shares Vested _____________________ | 74 | | Non-Qualified Deferred Compensation _______ | 75 | | Potential Payments Upon Termination or Change in Control ______________________ | 75 | | Non-Qualified Retirement Plans ____________ | 77 | | Incentive Plans _________________________ | 78 | | CEO Pay Ratio _________________________ | 78 | | Pay Versus Performance__________________ | 79 | | EQUITY COMPENSATION PLANS INFORMATION ________________________ | 82 | | PROPOSAL NO. 2: ADVISORY APPROVAL OF EXECUTIVE COMPENSATION ______________________ | 83 | | PROPOSAL NO. 3: APPOINTMENT OF INDEPENDENT AUDITOR _____________________________ | 84 | | Assessment of Independent Auditor_________ | 84 | | Independent Auditor Fee Information ________ | 85 | | Pre-Approval Policy of Audit and Non-Audit Services ______________________________ | 85 | | Audit Committee Report___________________ | 86 | | PROPOSAL NO. 4: PROPOSALS CONCERNING OUR SUBSIDIARY, ASSURED GUARANTY RE LTD. ______________________________ | 88 | | Proposal 4.1 - Election of AG Re Directors ____ | 88 | | Proposal 4.2 - Appointment of AG Re Auditor __ | 90 | | SHAREHOLDER PROPOSALS FOR 2026 ANNUAL GENERAL MEETING ___________ | 91 | | How do I submit a proposal for inclusion in next year’s proxy material? _______________ | 91 | | How do I submit a proposal or make a nomination at an Annual General Meeting? __ | 91 | | INFORMATION ABOUT THE ANNUAL GENERAL MEETING AND VOTING _______ | 92 | | OTHER MATTERS _____________________ | 97 |

  2. OTHER CORPORATE GOVERNANCE HIGHLIGHTS

    OTHER CORPORATE GOVERNANCE HIGHLIGHTS •Our Board has a substantial majority of independent directors. •All members of the Audit, Compensation, Nominating and Governance, Finance, Environmental and Social Responsibility, and Risk Oversight Committees are independent directors. •Our Audit Committee recommends to our Board, which recommends to our shareholders, the annual appointment of our independent auditor. Each year our shareholders are asked to authorize our Board, acting through its Audit Committee, to determine the compensation of, and the scope of services performed by, our independent auditor. The Audit Committee also has the authority to retain outside advisors. •No member of our Audit Committee simultaneously serves on the audit committee of more than one other public company. •Our Compensation Committee has engaged a compensation consultant, Frederic W. Cook & Co., which we refer to as FW Cook, to assist it in evaluating the compensation of our CEO, based on corporate goals and objectives and, with the other independent directors, setting his compensation based on this evaluation. FW Cook has also assisted us in designing our executive compensation program. Our Compensation Committee has conducted an assessment of FW Cook’s independence and has determined that FW Cook does not have any conflict of interest. Our Nominating and Governance Committee also engages FW Cook to assist it in evaluating the compensation of our non-executive directors. •Our Executive Committee is tasked with exercising certain authority of our Board in the management of company affairs between regularly scheduled meetings of our Board when it is determined that a specified matter should not be postponed to the next scheduled meeting of our Board. Our Executive Committee did not meet in 2024. •We have adopted a Global Code of Ethics that sets forth basic principles to guide our day-to-day activities. The Global Code of Ethics addresses, among other things, conflicts of interest, gifts and entertainment, outside business activities, confidentiality, competition and anti-trust compliance, political and charitable contributions, compliance with laws and regulations, including with respect to insider trading, money laundering and sanctions, and reporting illegal or unethical behavior. The full text of our Global Code of Ethics is available on our website at www.assuredguaranty.com/governance. •In addition to AGL’s quarterly Board meetings, our Board has an annual business review meeting to assess specific areas of our Company’s operations and to learn about general trends affecting the financial guaranty and asset management industries. We also provide our directors with the opportunity to attend continuing education programs. •Our Environmental and Social Responsibility Committee focuses on environmental risks, particularly climate change related risks, and aspects of human capital management, such as diversity and inclusion, training and development, and employee engagement. •We adopted a Policy on Climate Risk Management and Environmental Stewardship, a Climate Statement, a Diversity and Inclusion Policy, and a Human Rights Statement; these policies and statements articulate our approach to environmental stewardship and social responsibility and guide our initiatives. Our Board reviews them annually and current versions are available on our website at www.assuredguaranty.com/governance. HOW ARE DIRECTORS NOMINATED? In accordance with its charter, our Nominating and Governance Committee identifies potential director nominees from various sources. Our Nominating and Governance Committee:

  3. OTHER CORPORATE GOVERNANCE HIGHLIGHTS

    | 1 | 2 | 3 | | Reviews the qualifications of potential nominees to determine whether they might be good candidates for Board of Directors membership. | Reviews the potential nominees’ judgment, experience, independence, understanding of our business or other related industries and such other factors as it determines are relevant in light of the needs of our Board of Directors and our Company. | Selects qualified candidates and reviews its recommendations with our Board of Directors, which will decide whether to nominate the person for election to our Board of Directors at an Annual General Meeting. Between Annual General Meetings, our Board, upon the recommendation of our Nominating and Governance Committee, can fill vacancies on our Board by appointing a director to serve until the next Annual General Meeting. |

  4. OTHER CORPORATE GOVERNANCE HIGHLIGHTS

    Our Nominating and Governance Committee has the authority to retain search firms to be used to identify director candidates and to approve the search firm’s fees and other retention terms. Our Nominating and Governance Committee may also retain other advisors. Our Board believes that having a diversified composition is an important consideration and is critical to its ability to perform its duties and various roles. Accordingly, in recommending nominees, our Board considers a wide range of individual skills, experience, knowledge, background and perspectives. Our Corporate Governance Guidelines require our Nominating and Governance Committee to review annually the skills and attributes of Board members within the context of the current make-up of the full Board. The guidelines also provide that Board members should have individual backgrounds that, when combined, provide a portfolio of experience and knowledge that will serve our governance and strategic needs. Our Nominating and Governance Committee will consider Board candidates on the basis of a range of criteria, including broad-based business knowledge and contacts, and skills in risk and management oversight, prominence and sound reputation in their fields as well as having a global business perspective and commitment to good corporate citizenship. Our Corporate Governance Guidelines specify that directors should represent all shareholders and not any special interest group or constituency. The guidelines additionally specify that directors should be able and prepared to provide wise and thoughtful counsel to top management on the full range of potential issues facing us. Directors must possess the highest personal and professional integrity. Directors must have the time necessary to fully meet their duty of due care to the shareholders and be willing to commit to service over the long term. Our Nominating and Governance Committee annually reviews its own performance. In connection with such evaluation, our Nominating and Governance Committee assesses whether it effectively nominates candidates for director in accordance with the above described standards specified by the Corporate Governance Guidelines. Our Board is currently composed of individuals from different disciplines, including accountants, lawyers, and individuals who have industry, finance, executive and international experience, and is composed of both men and women of different races and ethnicities, and citizens of various countries. See each nominee’s biography appearing later in this proxy statement for a description of the specific experience that each such individual brings to our Board. Our Nominating and Governance Committee will consider a shareholder’s recommendation for director but has no obligation to recommend such candidate for nomination by our Board of Directors. Assuming that appropriate biographical and background material is provided for candidates recommended by shareholders, our Nominating and Governance Committee will evaluate those candidates by following substantially the same process and applying substantially the same criteria as for candidates recommended by other sources. If a shareholder has a suggestion for a candidate for election, the shareholder should send it to: Secretary, Assured Guaranty Ltd., 30 Woodbourne Avenue, Hamilton HM 08, Bermuda. No person recommended by a shareholder will become a nominee for director and be included in a proxy statement unless our Nominating and Governance Committee recommends, and our Board approves, such person. If a shareholder desires to nominate a person for election as director at an Annual General Meeting, that shareholder must comply with Article 14 of AGL’s Bye-Laws, which requires notice no later than 90 days prior to the anniversary date of the immediately preceding Annual General Meeting. This time period has passed with respect to the 2025 Annual General Meeting. With respect to the 2026 Annual General Meeting, AGL must receive such written notice on or prior to February 1, 2026. Such notice must describe the nomination in sufficient detail to be summarized on the agenda for the meeting and must set forth: •the shareholder’s name as it appears in AGL’s books •a representation that the shareholder is a record holder of AGL’s Common Shares and intends to appear in person or by proxy at the meeting to present such proposal •the class and number of Common Shares beneficially owned by the shareholder •the name and address of any person to be nominated •a description of all arrangements or understandings between the shareholder and each nominee and any other person or persons, naming such other person or persons, pursuant to which the nomination or nominations are to be made by the shareholder •such other information regarding each nominee proposed by such shareholder as would be required to be included in a proxy statement filed pursuant to the SEC’s proxy regulations •the consent of each nominee to serve as a director of AGL, if so elected COMMITTEES OF THE BOARD Our Board of Directors has established an Audit Committee, a Compensation Committee, an Environmental and Social Responsibility Committee, a Finance Committee, a Nominating and Governance Committee, a Risk Oversight Committee and an Executive Committee. All of our Board committees other than our Executive Committee are composed entirely of directors who are independent of our Company and management, as defined by the NYSE listing standards and as applied by our Board.

  5. OTHER CORPORATE GOVERNANCE HIGHLIGHTS

    | The Audit Committee | Chair: Bonnie L. Howard / 4 meetings during 2024 | | Other Audit Committee members: Mark C. Batten, Thomas W. Jones, Courtney C. Shea | |

  6. OTHER CORPORATE GOVERNANCE HIGHLIGHTS

    Our Audit Committee provides oversight of the integrity of our Company’s financial statements and financial reporting process, our compliance with legal and regulatory requirements and ethics programs as established by management, the system of internal controls, the audit process, the performance of our internal audit program and the performance, qualification and independence of the independent auditor. Our Audit Committee is also responsible for the oversight of Company risks related to (i) financial reporting, accounting policies and reserving, (ii) legal, regulatory and compliance matters, (iii) cybersecurity risks related to our financial systems (as part of its oversight of the management of such risks, in coordination with our Risk Oversight Committee's supervision of our Company's information technology, which we refer to as IT, and security risk management programs), (iv) workouts, emerging events, and counterparties, and (v) business continuity planning. Our Board has determined that each member of the Audit Committee satisfies the financial literacy requirements of the NYSE and is an audit committee expert as defined under Item 407(d) of the SEC’s Regulation S-K. For additional information about the qualifications of our Audit Committee members, see their respective biographies set forth in “Proposal No. 1: Election of Directors.”

  7. OTHER CORPORATE GOVERNANCE HIGHLIGHTS

    | The Compensation Committee | Chair: Thomas W. Jones / 5 meetings during 2024 | | Other Compensation Committee members: Bonnie L. Howard, Yukiko Omura | |

  8. OTHER CORPORATE GOVERNANCE HIGHLIGHTS

    Our Compensation Committee is responsible for evaluating the performance of our CEO, each of our other executive officers, and our other senior managers reporting directly to our CEO, all of whom together we refer to as our senior leadership team, and determining executive compensation in conjunction with the independent directors. Our Compensation Committee also works with our Nominating and Governance Committee and our CEO on succession planning. Our Compensation Committee is responsible for the oversight of Company risks related to people, succession planning and compensation. Our Compensation Committee’s meetings included discussions with FW Cook to review executive compensation trends and comparison group compensation data and to evaluate the risk of our executive compensation program.

  9. OTHER CORPORATE GOVERNANCE HIGHLIGHTS

    | The Environmental and Social Responsibility Committee | Chair: Alan J. Kreczko / 4 meetings during 2024 | | Other Environmental and Social Responsibility Committee members: Yukiko Omura, Lorin P.T. Radtke | |

  10. OTHER CORPORATE GOVERNANCE HIGHLIGHTS

    Our Environmental and Social Responsibility Committee provides oversight and review of our Company’s significant strategies, policies and practices regarding environmental and social responsibility issues. Our Environmental and Social Responsibility Committee focuses on four principal subject areas: (i) environmental risks, including climate change related risks, opportunities, and stewardship; (ii) corporate social responsibility, including community engagement and corporate philanthropy; (iii) aspects of human capital management, including diversity and inclusion, training and development, and employee engagement; and (iv) related stakeholder engagement.

  11. OTHER CORPORATE GOVERNANCE HIGHLIGHTS

    | The Finance Committee | Chair: Yukiko Omura / 4 meetings during 2024 | | Other Finance Committee members: Mark C. Batten, Lorin P.T. Radtke, Courtney C. Shea | |

  12. OTHER CORPORATE GOVERNANCE HIGHLIGHTS

    Our Finance Committee oversees management’s investment of our Company’s investment portfolio, including in alternative investments, and is responsible for oversight of Company risks related to capital, liquidity, investments, financial market conditions, foreign currency, and rating agencies. Our Finance Committee also oversees, and makes recommendations to our Board with respect to, our capital structure, dividends, financing arrangements, investment guidelines, potential alternative investments and any corporate development activities.

  13. OTHER CORPORATE GOVERNANCE HIGHLIGHTS

    | The Nominating and Governance Committee | Chair: Francisco L. Borges / 4 meetings during 2024 | | Other Nominating and Governance Committee members: Bonnie L. Howard, Thomas W. Jones, Alan J. Kreczko | |

  14. OTHER CORPORATE GOVERNANCE HIGHLIGHTS

    Our Nominating and Governance Committee works with our Compensation Committee on succession planning.The committee's responsibilities also include identifying individuals qualified to become Board members, recommending director nominees to our Board and developing and recommending corporate governance guidelines, as well as the oversight of Company risks related to board qualification, corporate structure, governance, regulatory compliance and people. Our Nominating and Governance Committee also has responsibility to review and make recommendations to the full Board regarding director compensation. In addition to general corporate governance matters, our Nominating and Governance Committee assists our Board and our Board committees in their self-evaluations.

  15. OTHER CORPORATE GOVERNANCE HIGHLIGHTS

    | The Risk Oversight Committee | Chair: Lorin P.T. Radtke / 4 meetings during 2024 | | Other Risk Oversight Committee members: Mark C. Batten, Alan J. Kreczko, Courtney C. Shea | |

  16. OTHER CORPORATE GOVERNANCE HIGHLIGHTS

    Our Risk Oversight Committee oversees management’s establishment and implementation of standards, controls, limits, guidelines and policies relating to risk appetite, risk assessment and enterprise risk management. Our Risk Oversight Committee focuses on the underwriting, surveillance and workout of credit risks as well as the assessment, management and oversight of other Company enterprise risks across our insurance and asset management segments and corporate division, including, but not limited to, financial, legal, operational (including IT, cybersecurity, data privacy, and outsourcing and vendor management) and other risks concerning our Company’s governance, reputation and ethical standards.

  17. OTHER CORPORATE GOVERNANCE HIGHLIGHTS

    | The Executive Committee | Chair: Francisco L. Borges / No meetings during 2024 | | Other Executive Committee members: Dominic J. Frederico, Bonnie L. Howard, Yukiko Omura | |

  18. OTHER CORPORATE GOVERNANCE HIGHLIGHTS

    Our Executive Committee was established to have, and to exercise, certain of the powers and authority of our Board in the management of the business and affairs of our Company between regularly scheduled meetings of our Board when, in the opinion of a quorum of the Executive Committee, a matter should not be postponed to the next scheduled meeting of our Board. Our Executive Committee’s authority to act is limited by our Company’s Bye-Laws, rules of the NYSE and applicable law and regulation and the Committee’s charter. HOW ARE DIRECTORS COMPENSATED? Our non-executive directors receive a retainer of $265,000 for each annual term. We pay at least $145,000 of such retainer in restricted shares and the remaining $120,000 in cash. A director may elect to receive in restricted shares up to 100% of his or her retainer (plus the additional fees described below for chairing the Board or being a member or chair of a board committee). The restricted shares vest on the day immediately prior to the next Annual General Meeting following the grant of the shares. However, if, prior to such vesting date, either (i) a change in control (as defined in the Assured Guaranty Ltd. 2024 Long-Term Incentive Plan) of Assured Guaranty Ltd. occurs before the director terminates service on our Board or (ii) the director terminates service on our Board as a result of such director’s death or disability, then the restricted shares will vest on the date of such change in control or the date of the director’s termination of service, whichever is applicable. Grants of restricted shares receive cash dividends and have voting rights; the cash dividends accrue during the vesting period and are paid upon vesting. Our share ownership guidelines require that, before being permitted to dispose of any shares acquired as compensation from our Company, each non-executive director must own Common Shares with a market value of at least $600,000, which amount is five times the maximum cash portion of the annual director retainer (exclusive of committee fees). Once a director has reached the share ownership guideline, for so long as he or she serves on our Board, such director may not dispose of any Common Shares if such disposition would cause the director to be below the share ownership guideline. Common Shares that had been restricted but subsequently vested, in addition to purchased Common Shares, count toward the share ownership guideline. Mr. Batten, who joined our Board in February 2024, along with Mr. Radtke and Ms. Shea, who each joined our Board in May 2021, are accumulating Common Shares toward their ownership goals, while our other independent directors, who have served on our Board longer, meet their share ownership guidelines. Mr. Ursano, who is a new director nominee, has not been subject to our share ownership guidelines. In addition to the retainer described above, for each annual term: •The chair of our Board is entitled to a $225,000 fee, in recognition of the strategic role he plays and the time commitment involved; •The chairs of our Audit Committee and Compensation Committee are each entitled to a $40,000 fee; •The chairs of our Environmental and Social Responsibility Committee, Finance Committee, Nominating and Governance Committee, and Risk Oversight Committee are each entitled to a $30,000 fee; and •The members (but not the chairs) of our Audit Committee, Compensation Committee, Environmental and Social Responsibility Committee, Finance Committee, Nominating and Governance Committee, and Risk Oversight Committee are each entitled to a $15,000 fee. Neither the chair nor the members of our Executive Committee are entitled to any fees for serving on such committee. The chair of our Board has elected to waive receiving any fees for serving as a member or chair of a board committee. Our Company generally will not pay a fee for attending a Board or committee meeting, but the chair of our Board has discretion to pay attendance fees of $2,000 in cash for extraordinary or special meetings. There were no extraordinary or special meetings of our Board in 2024. In 2023, our Nominating and Governance Committee engaged FW Cook to conduct a comprehensive review and assessment of our non-executive director compensation program. FW Cook reviews this program periodically. FW Cook evaluated our director compensation by comparing it against the compensation awarded to directors of companies in our executive compensation comparison group at the time of the review and broader market segment using data from FW Cook’s 2022 Director Compensation Report, the most recent year for which such information was available. FW Cook found that the structure of our director compensation program was generally consistent with market and best practice design as recognized by the proxy advisory firms and investors, noting: •the absence of meeting fees to simplify program administration and avoid the implication that there is additional pay for meeting attendance, which is an expected part of Board service •the use of committee member fees to differentiate compensation among directors based on workload •the payment of additional fees to our Board and committee leadership to recognize the additional responsibilities and time commitment associated with these roles •the vesting of annual restricted share awards over a one-year period, which protects against the possibility of director entrenchment •our limited benefits •a meaningful and robust share ownership guideline There have been no changes in our non-executive director compensation program since the 2019-2020 period except that, in 2023, based on a recommendation from FW Cook, and in recognition of the time commitments and responsibilities of the Board's committee chairs, the compensation of the chairs of our Audit Committee and our Compensation Committee was increased by $10,000 beginning with the 2023-2024 period, and the charitable match for directors increased to $25,000 per year from $15,000, consistent with the increase offered by our Company to all employees. The level of compensation for our non-executive directors for the 2024-2025 period did not change. Our Nominating and Governance Committee believes the aggregate cost of our non-executive director compensation program is appropriate due to the complexity of our business model; the time our directors spend keeping themselves up-to-date on our Company by discussing matters with our CEO, other key executives and our principal external advisors, and by reading the reports and other materials that we send them regularly; and our directors' Board-related travel requirements. DIRECTOR COMPENSATION The following table sets forth our 2024 non-executive director compensation, including compensation for the directors’ committee assignments as of such date.

  19. OTHER CORPORATE GOVERNANCE HIGHLIGHTS

    | Name | Fees Earned or Paid in Cash | Share Awards(1) | All Other Compensation(2) | Total | | Mark C. Batten (3) | $247,500 | $217,500 | — | $465,000 | | Francisco L. Borges (4) | $345,000 | $145,000 | $27,504 | $517,504 | | G. Lawrence Buhl (5) | — | — | $36,878 | $36,878 | | Bonnie L. Howard | $190,000 | $145,000 | $34,656 | $369,656 | | Thomas W. Jones | $190,000 | $145,000 | $39,059 | $374,059 | | Patrick W. Kenny (6) | — | — | $27,504 | $27,504 | | Alan J. Kreczko (7) | $180,000 | $145,000 | $32,609 | $357,609 | | Simon W. Leathes (8) | — | — | $12,521 | $12,521 | | Yukiko Omura | $180,000 | $145,000 | — | $325,000 | | Lorin P.T. Radtke | $180,000 | $145,000 | $27,504 | $352,504 | | Courtney C. Shea | $165,000 | $145,000 | $27,504 | $337,504 |

  20. BOARD OF DIRECTORS

    BOARD OF DIRECTORS

  21. BOARD OF DIRECTORS

    | GENDER DIVERSITY | RACIAL OR ETHNIC DIVERSITY | AGE DIVERSITY | TENURE DIVERSITY | | | | | 9.2 Years Average Tenure |

  22. BOARD OF DIRECTORS

    DIRECTOR SKILLS AND DIVERSITY The table below summarizes the key qualifications, skills and attributes most relevant to the decision to nominate candidates to serve on our Board. Further information about each director nominee may be found in their biographies contained in the pages following this one.

  23. BOARD OF DIRECTORS

    | | Batten | Borges | Frederico | Howard | Jones | Kreczko | Omura | Radtke | Shea | Ursano | | | Qualifications and Expertise | | | | | | | | | | | Financial Guaranty Industry | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | | U.S. Public Finance | | ✓ | ✓ | | | | | | ✓ | | | Non-U.S. Finance | ✓ | | ✓ | | | | ✓ | | | | | Infrastructure Finance | ✓ | ✓ | ✓ | | | | ✓ | | ✓ | | | Audit and Internal Control | ✓ | | ✓ | ✓ | ✓ | ✓ | | | ✓ | | | Government Service | | ✓ | | | | ✓ | ✓ | | | | | Financial Reporting | ✓ | | ✓ | ✓ | ✓ | | ✓ | | | ✓ | | Investment Management | | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | | | | Legal and Compliance | ✓ | ✓ | ✓ | ✓ | | ✓ | | | ✓ | | | Insurance Industry | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | | Banking | ✓ | | ✓ | ✓ | ✓ | | ✓ | ✓ | | ✓ | | Corporate Governance | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | Risk Management | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | | Enterprise Risk Management | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | | | Cybersecurity* and Data Privacy | | | | ✓ | | ✓ | | ✓ | ✓ | | | Human Capital Management | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | | | | | Environmental and Climate Change | | | ✓ | | | ✓ | ✓ | | | | | Audit Com. Financial Expert | ✓ | | N/A | ✓ | ✓ | | | | ✓ | | | | Independence, Tenure and Age | | | | | | | | | | | Independent | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | Director Since | 2024 | 2007 | 2004 | 2012 | 2015 | 2015 | 2014 | 2021 | 2021 | New | | Age | 68 | 73 | 72 | 71 | 75 | 73 | 69 | 56 | 64 | 60 |

  24. BOARD OF DIRECTORS

    * Cybersecurity skills relate to broad-based skills in risk management oversight and/or cybersecurity oversight certifications. NOMINEES FOR DIRECTOR

  25. BOARD OF DIRECTORS

    | Mark C. Batten Independent Director Since: 2024 Committee Memberships: Audit Finance Risk Oversight | |

  26. BOARD OF DIRECTORS

    Qualifications: Mr. Batten has broad knowledge of the insurance and financial services sectors, with a strong record of experience and expertise in audit, corporate finance, and enterprise risk management, which is valuable to our Board in its oversight of our financial reporting and risk management policies. In addition, his current portfolio of board non-executive roles for financial services and insurance companies adds value to the Board and Board committee deliberations. Biography: Mr. Batten, age 68, became a director of AGL in February 2024. Mr. Batten is the chair of the Audit & Risk Committee and Senior Independent Director of Picton Property Income Ltd., a company listed on the London Stock Exchange. He also serves as a non-executive director on the board of the following private financial services companies: Weatherby’s Bank Ltd, where he is the chair of the Audit committee and Senior Independent Director, and Reliance National Insurance Company (Europe) Limited, where he is the chair of the Audit Committee. In addition, Mr. Batten has served as an independent, non-executive director for AGL's UK insurance subsidiary, Assured Guaranty UK Limited, since 2018 and its chair since 2021. Mr. Batten was formerly a partner for over 25 years at PricewaterhouseCoopers LLP (PwC), retiring from the partnership in 2017. Mr. Batten led a number of practices during his career with PwC and undertook a wide range of financial services restructuring projects for insurers and reinsurers, banks and fund management companies. He was a non-executive director of PwC’s Bermuda-based global insurance captive and also served as a non-executive director of the Royal Brompton and Harefield Hospital Foundation Trust. Mr. Batten is a Chartered Accountant and currently serves as Chair of the Governing Body of Westminster School (a leading independent school in the UK).

  27. BOARD OF DIRECTORS

    | Francisco L. Borges Chair of the Board Independent Director Since: 2007 Committee Memberships: Nominating and Governance (Chair) Executive (Chair) | |

  28. BOARD OF DIRECTORS

    Qualifications: Mr. Borges has expertise in finance arising from his experience in investment management and in structuring and marketing financial guaranty insurance. In addition, his public service background has given him valuable perspectives into the public finance industry. Mr. Borges' insights into the financial markets in which our Company operates are particularly useful as our Company pursues its goal of increasing asset management-related earnings and increasing our investment in alternative assets. Each of these areas is important to our business. Biography: Mr. Borges, age 73, became a director of AGL in August 2007, and has been Chair of our Board of Directors since May 2015. He is a retired partner of Ares Management Corporation and the former chairman of the Ares Secondaries Group. Prior to its acquisition by Ares Management Corporation in 2021, Mr. Borges was Chair and Managing Partner of Landmark Partners, LLC, an alternative investment management firm where he had been employed since 1999. Previously, Mr. Borges was managing director of GE Capital’s Financial Guaranty Insurance Company. He is a former Treasurer for the State of Connecticut and a former Deputy Mayor of the City of Hartford, Connecticut. Mr. Borges is a trustee of the Clipper Funds Trust and a member of the board of directors of Davis New York Venture Fund, Inc., Davis Series, Inc., Davis Variable Account Fund, Inc., Selected American Shares, Inc., Selected International Fund, Inc. and Hartford HealthCare Corporation. Mr. Borges served on the board of directors of Jefferies Financial Group Inc. from 2013 through 2022, where he was a member of the Audit Committee and the Nominating and Corporate Governance Committee Mr. Borges is also a member of the board of trustees for the Millbrook School and a former chair of the board of trustees of the Knight Foundation.

  29. BOARD OF DIRECTORS

    | Dominic J. Frederico Chief Executive Officer Non-Independent Director Since: 2004 Committee Memberships: Executive | |

  30. BOARD OF DIRECTORS

    Mr. Frederico has the most comprehensive knowledge of all aspects of our operations as well as executive experience. He also has extensive industry experience, which makes him valuable both as an officer and as a director of AGL. Biography: Mr. Frederico, age 72, has been a director of AGL since our 2004 initial public offering, and the President and Chief Executive Officer of AGL since 2003. During his tenure as President and Chief Executive Officer, our Company became the leading provider of municipal bond insurance and financial guaranties. Under his leadership, our Company completed its 2004 initial public offering and, in 2009, acquired the financial guaranty insurance company that we renamed Assured Guaranty Municipal Corp., thereby bringing together the only two monoline bond insurers to continue writing financial guaranty policies before, during and after the 2008 financial crisis. In the following years, he led our acquisition of a number of the remaining legacy financial guaranty insurance companies or their portfolios, expanding our reach, consolidating industry capital and solidifying our position as the leader in the financial guaranty industry. Mr. Frederico is leading our strategic expansion into alternative asset management, with a goal of increasing asset management-related earnings and increasing our investment in alternative assets. Mr. Frederico served as Vice Chair of ACE Limited (now known as Chubb Limited) from 2003 until 2004 and served as President and Chief Operating Officer of ACE Limited and Chair of ACE INA Holdings, Inc. from 1999 to 2003. Mr. Frederico was a director of ACE Limited from 2001 through May 2005. From 1995 to 1999, Mr. Frederico served in a number of executive positions with ACE Limited, during which period he oversaw the successful acquisition and integration of the domestic and international property casualty operations acquired by ACE Limited from CIGNA Corporation in July 1999 and the acquisition of Capital Re Corp., the predecessor company to our Company, in December 1999. Prior to joining ACE Limited, Mr. Frederico spent 13 years working for various subsidiaries of the American International Group. His last position at the group was Senior Vice President and Chief Financial Officer of AIG Risk Management. Mr. Frederico is a member of the Amynta Group advisory board.

  31. BOARD OF DIRECTORS

    | Bonnie L. Howard Independent Director Since: 2012 Committee Memberships: Audit (Chair) Compensation Executive Nominating and Governance | |

  32. BOARD OF DIRECTORS

    Qualifications: Ms. Howard’s background in audit, finance and enterprise risk management is valuable to the Board in its oversight of our financial systems controls and risks related to information technology and cybersecurity. Biography: Ms. Howard, age 71, became a director of AGL in August 2012. Ms. Howard has more than 30 years of experience in credit, risk management and financial reporting policies. She worked at Citigroup Inc. from 2003 to 2011, serving as Chief Auditor from 2004 to 2011 and Global Head of Control and Emerging Risk from 2010 to 2011, leading a team of over 1,500 professionals covering $1.9 trillion of assets in over 100 countries, until her retirement in 2011. She was previously Managing Director of Capital Markets Audit at Fleet Boston Financial and a Managing Director at JPMorgan in the roles of Deputy Auditor and head of Global Markets Operational Risk Management. Ms. Howard is a certified public accountant in the United States and has over a decade of experience with KPMG and Ernst & Young. Ms. Howard serves on the board of directors of Artisan Partners Funds, where she is a member of the Audit Committee, Governance Committee, and Education Committee. Ms. Howard previously served on the board of directors of BMO Financial Corp., where she was a member of the Audit Committee, and the board of directors of BMO Harris Bank N.A., where she chaired the Directors’ Trust Committee and the Audit Committee. Ms. Howard holds a CERT Certificate in Cybersecurity Oversight issued by the CERT Division of the Software Engineering Institute at Carnegie Mellon University.

  33. BOARD OF DIRECTORS

    | Thomas W. Jones Independent Director Since: 2015 Committee Memberships: Compensation (Chair) Audit Nominating and Governance | |

  34. BOARD OF DIRECTORS

    Mr. Jones’ background has given him extensive experience in investment management and in the operations of large financial institutions, which is valuable to the Board as our Company pursues its goal of increasing asset management-related earnings and increasing our investment in alternative assets. His previous service on the boards of other financial services companies and the Federal Reserve Bank of New York adds value to the Board and Board committee deliberations. Biography: Mr. Jones, age 75, became a director of AGL in August 2015. Mr. Jones is the former founder and senior partner of venture capital firm TWJ Capital LLC. Prior to founding TWJ Capital LLC in 2005, he was the chief executive officer of Global Investment Management at Citigroup, which included Citigroup Asset Management, Citigroup Alternative Investments, Citigroup Private Bank and Travelers Life & Annuity. Earlier, he held a series of positions at TIAA-CREF, including vice chair and director, president and chief operating officer, and executive vice president and chief financial officer, and at John Hancock Mutual Life Insurance Company, where he rose to senior vice president and treasurer. He began his career in public accounting and management consulting, primarily at Arthur Young & Company (predecessor to Ernst & Young). Mr. Jones serves on the board of directors of Jefferies Financial Group, Inc. where he chairs the Risk and Liquidity Oversight Committee and serves on the Audit Committee, the ESG, Diversity and Inclusion Committee and the Nominating and Corporate Governance Committee. A trustee emeritus of Cornell University, Mr. Jones has served on numerous boards in the past, including those of the Federal Reserve Bank of New York (where he was vice chair), Altria Group, Freddie Mac, Travelers Group, Fox Entertainment Group, Pepsi Bottling Group and TIAA-CREF. Mr. Jones has been designated a Board Leadership Fellow by the National Association of Corporate Directors, and is a licensed Certified Public Accountant.

  35. BOARD OF DIRECTORS

    | Alan J. Kreczko Independent Director Since: 2015 Committee Memberships: Environmental and Social Responsibility (Chair) Nominating and Governance Risk Oversight | |

  36. BOARD OF DIRECTORS

    Qualifications: Mr. Kreczko’s lengthy service in senior legal and policy positions both in the federal government and in the insurance industry, as well as the global and governmental perspective he has gained, are valuable to the Board. Mr. Kreczko’s experience chairing The Hartford’s Environment Committee makes him particularly valuable as the chair of our Environmental and Social Responsibility Committee. Mr. Kreczko also has insight about cybersecurity matters arising from his experience as co-chair of The Hartford's Cyber Security Committee. Biography: Mr. Kreczko, age 73, became a director of AGL in August 2015. Mr. Kreczko retired from The Hartford Financial Services Group, Inc., now The Hartford Insurance Group, Inc., which we refer to as The Hartford, on December 31, 2015, where he served as executive vice president and general counsel from June 2007 until June 2015. In that capacity, Mr. Kreczko oversaw the law department, government affairs, compliance and communications. Additionally, he chaired The Hartford’s Environment Committee and co-chaired The Hartford's Cyber Security Committee. From June 2015 until December 2015, he served as Special Advisor to the Chief Executive Officer. Mr. Kreczko joined The Hartford in 2003 after 27 years in public service at the United States Department of State, where he held various senior positions. As the Acting Assistant Secretary of State for Population, Refugees and Migration, he led the department’s response to humanitarian crises in conflict situations, including Afghanistan, Timor, and West Africa. Before that, Mr. Kreczko served as special assistant to President Clinton and legal advisor to the National Security Council. Earlier, he participated in sensitive bilateral and multilateral negotiations as deputy general counsel to the Department of State and as legal advisor to the personal representatives for Middle East negotiations of Presidents Carter and Reagan. Mr. Kreczko is on the board of the Boys and Girls Clubs of Hartford. Mr. Kreczko is also on the advisory council of his alma mater, Villa Angela-Saint Joseph High School.

  37. BOARD OF DIRECTORS

    | Yukiko Omura Independent Director Since: 2014 Committee Memberships: Finance (Chair) Compensation Environmental and Social Responsibility Executive | |

  38. BOARD OF DIRECTORS

    Ms. Omura brings more than 40 years of international professional experience in the financial sector working in major financial centers of the world. Her global experience adds considerable value to the Board. Biography: Ms. Omura, age 69, became a director of AGL in May 2014. She is a non-executive director of Nishimoto HD Co. Ltd. and a non-executive member of the Board of Directors of HSBC Bank plc. She also serves as the Chair of the Private Infrastructure Development Group and is a member of the advisory board for The Critical Minerals Fund. Ms. Omura was a Supervisory Board Member of Amatheon Agri Holding N.V. until March 2018. She served as Undersecretary General and Chief Operating Officer/Vice President of the International Fund for Agricultural Development until February 2012 and, prior to that, as Executive Vice President and CEO of the Multilateral Investment Guarantee Agency of the World Bank Group. Ms. Omura began her career as a project economist with the Inter-American Development Bank, working in the infrastructure sector. She then worked in senior positions at several major investment banks in Tokyo, New York and London. At JPMorgan she worked on the mergers and acquisitions and derivatives teams, launched the emerging markets operations in Tokyo and led EMSTAR (Emerging Markets Sales, Trade and Research) Marketing for Northern Europe out of London. Subsequently, Ms. Omura served as Senior Vice President and Head of Emerging Markets Asia, and then as Head of Credit Business, Asia at Lehman Brothers. She then became Managing Director and Head of the Global Fixed Income and Derivatives Department for Union Bank of Switzerland, Japan. Following a merger with Swiss Bank Corp., Ms. Omura became the new head of the merged bank’s Global Fixed Income and Derivatives Department, after which she joined Dresdner Bank as Managing Director and Head of Global Markets and Debt Office, Japan. In 2002, Ms. Omura created the HIV/AIDS Prevention Fund, a charitable company based in London.

  39. BOARD OF DIRECTORS

    | Lorin P.T. Radtke Independent Director Since: 2021 Committee Memberships: Risk Oversight (Chair) Environmental and Social Responsibility Finance | |

  40. BOARD OF DIRECTORS

    Qualifications: Mr. Radtke’s background has given him considerable experience in investment management, client franchise development, structured product marketing and risk management, all of which are valuable to the Board and its committees, in particular as our Company pursues its goal of increasing asset management-related earnings and increasing our investment in alternative assets. Biography: Mr. Radtke, age 56, became a director of AGL in May 2021. Mr. Radtke is the co-founder and partner of venture capital firm M Seven 8. Prior to founding M Seven 8 in 2017, he spent 24 years in various positions with Goldman Sachs, eight years of which was as a Partner. His career at Goldman Sachs included time in the Chicago, London and New York offices. Mr. Radtke was the Head of Mortgage and Structured Product Sales through the financial crisis of 2008-09 and its emergence from that crisis (2009-14). Mr. Radtke had additional leadership roles within the credit, mortgage and structured product disciplines within the Fixed Income Currencies and Commodities (FICC) Division. He was also responsible for additional sales/marketing groups, portfolio solution groups, and public advisory groups within FICC. These positions included Head of Credit Products Group — Hard Asset and Portfolio Solutions, Head of Structured Products — Distribution and Sourcing, Head of Structured Portfolio Solutions Group and Head of CLO Origination. Mr. Radtke played an integral role in the development of diverse professionals within Goldman Sachs by leading summer intern, vice president and managing director diversity development programs. He has served as a director of University of Wisconsin — Milwaukee School of Business. Mr. Radtke is a member of the board of directors of the Lord Abbett Family of Funds, where he serves on the Audit Committee. Mr. Radtke holds a CERT Certificate in Cybersecurity Oversight issued by the CERT Division of the Software Engineering Institute at Carnegie Mellon University.

  41. BOARD OF DIRECTORS

    | Courtney C. Shea Independent Director Since: 2021 Committee Memberships: Audit Finance Risk Oversight | |

  42. BOARD OF DIRECTORS

    Ms. Shea’s expertise in audit, risk and investment management along with her legal background is valuable to the Board and its committees. In addition, her experience with state and local governments has given her valuable insight into the U.S. public finance market. Biography: Ms. Shea, age 64, became a director of AGL in May 2021. Ms. Shea had a 35 year career in U.S. public finance in which she served as both a municipal advisor and investment banker working with state and local governments, not for profits and universities, in their issuance of municipal bonds. Ms. Shea served as the Managing Member of Columbia Capital Management, a national municipal advisory firm, from September 2013 until her retirement from the firm in April 2021. Prior to her tenure at Columbia Capital Management, Ms. Shea was an investment banker with several Wall Street firms, including serving as National Head of Public Finance at a division of ABN AMRO for five years. Ms. Shea was an independent director and Audit Committee chair of the Professional Diversity Network from March 2019 until August 2024. Additionally she serves on several not-for-profit boards, including The Joffrey Ballet and the Milken Institute Center for Financial Markets Public Finance Advisory Council. Ms. Shea was a founding member of Women in Public Finance, a women’s professional organization founded in 1996, and has been designated a Board Leadership Fellow by the National Association of Corporate Directors. Ms. Shea holds a Cybersecurity Certification from the Private Directors Association.

  43. BOARD OF DIRECTORS

    | Antonio Ursano, Jr. Non-Independent Director Since: New Committee Memberships: New | |

  44. BOARD OF DIRECTORS

    Qualifications: Mr. Ursano's extensive experience in the insurance industry and investment banking business is a valuable asset to the Board. The Company has benefited from Mr. Ursano's insights since the initial public offering of its Common Shares, including most recently through the insurance advisory firm that he founded and where he is the managing partner. Biography: Mr. Ursano, age 60, is the founder and managing partner of Insurance Advisory Partners LLC, an insurance advisory firm that provides merger, acquisition, capital raising, and other advisory services to the insurance industry. Prior to founding Insurance Advisory Partners in 2021, Mr. Ursano was the Group Financial Officer of Hamilton Insurance Group Ltd. Mr. Ursano also served on the board of directors of Hamilton Insurance Group Ltd. from October 2023 through June 2024. Mr. Ursano began his career as an analyst at Donaldson, Lufkin & Jenrette and went on to work at Merrill Lynch and SG Warburg & Company before heading the Global Financial Institutions Group at Bank of America Securities for 10 years and then being named a Vice-Chairman. Mr. Ursano subsequently became head of corporate development for Willis Group and founder and CEO of Willis Capital Markets and Advisory before going to TigerRisk Partners as President and CEO of TigerRisk Capital Markets and Advisory. Mr. Ursano is the founder and chairman of the Industry Advisory Board of the Institute for Risk Management and Insurance Innovation at the University of North Carolina, Chapel Hill. Mr. Ursano also serves on the Board of Directors of the Morehead Cain Scholarship Fund at the University of North Carolina, Chapel Hill.

  45. CD&A ROADMAP

    | Other Named Executive Officer Compensation Decisions________________________________ | 58 | | Non-Financial Objectives and Achievements of the Other Named Executive Officers_______ | 58 | | Compensation Decisions for Our Other Named Executive Officers_______________________ | 60 | | Compensation Governance__________________ | 62 | | The Role of the Board’s Compensation Committee_____________________________ | 62 | | The Role of the Independent Consultants______ | 62 | | Executive Compensation Comparison Group___ | 62 | | Executive Officer Recoupment Policy and Related Forfeiture and Termination for Cause Provisions______________________________ | 63 | | Share Ownership Guidelines________________ | 64 | | Anti-Hedging Policy_______________________ | 64 | | Anti-Pledging Policy_______________________ | 64 | | Award Timing____________________________ | 65 | | Post-Employment Compensation _____________ | 65 | | Retirement Benefits_______________________ | 65 | | Severance______________________________ | 65 | | Change in Control Benefits_________________ | 65 | | Tax Treatment_____________________________ | 66 | | Non-GAAP Financial Measures_______________ | 66 |

  46. 2024 Results Against Financial Performance Targets

    | Financial Performance Measures(1) | 2024 Targets | 2024 Results | Below Target | Above Target | | Core Operating Income per Diluted Share | $7.00 | $7.22 | | | | Core Operating Return on Equity | 6.6% | 6.7% | | | | Core Operating Shareholders’ Equity per Share | $115.08 | $114.74 | | | | Core Adjusted Book Value per Share | $171.66 | $170.25 | | | | PVP | $485 million | $402 million | | |

  47. Snapshot of Our CEO’s 2024 Compensation

    Snapshot of Our CEO’s 2024 Compensation The total compensation awarded by the Compensation Committee to Mr. Frederico for 2024 was less than the total compensation they awarded to him for 2023. Mr. Frederico's non-incentive compensation, consisting of his salary, has remained unchanged since 2017. For 2024, 90% of Mr. Frederico’s compensation constituted incentive compensation: 23% of his compensation was in the form of a performance-based cash incentive that was awarded based on measuring his performance against financial performance targets and non-financial objectives set at the beginning of the year, and 67% was in the form of long-term equity-based incentive, with 60% of that equity award dependent on performance relative to our pre-established objectives for three-year period covering 2025 to 2027. •Mr. Frederico's performance-based cash incentive compensation for the 2024 performance year decreased by 13.7%, largely as a function of the financial performance goal scores awarded by our Compensation Committee. We met two of the five financial performance goals established by our Compensation Committee, but we fell short of three goals (although we came quite close on one of those three). In the two instances where the financial performance results were above target but below the results from the previous year1, our Compensation Committee chose to fully exercise its negative discretion and reduce the unweighted scores awarded on those measures to 100% rather than what they would have been otherwise. In the other three instances, our Compensation Committee awarded Mr. Frederico unweighted scores below 100%, consistent with the performance results for such goals. As a result, the weighted score on his financial performance goals was 64.6%, considerably below his score of 78.8% for 2023. Due in large part to this reduction, his total achievement score of 120.7% for 2024 was also down from his total achievement score of 139.9% for 2023, resulting in the decrease in his cash incentive payout from the prior year by 13.7%. 1 As discussed on page 35 under "Executive Compensation Program Structure and Process -- 2024 Financial Performance Score Measures," the Compensation Committee set these targets above what the 2023 results would have been excluding two one-time events increasing the 2023 results, but below the actual 2023 results including the impact of those two one-time events. •Our Compensation Committee considered the appropriate amount of long-term incentive equity compensation to award Mr. Frederico and concluded that, in recognition of his long-term strategic leadership of our Company, it was appropriate that Mr. Frederico's long-term incentive equity remain the same as the prior year. In particular, the Compensation Committee considered his leadership of (a) our highly successful capital management program, (b) our initiative to participate in earnings streams other than financial guaranty premiums, which began to bear fruit in our asset management segment in 2024, and (c) the diversification of our investment portfolio into alternative investments with their potential for increased yields. The Compensation Committee's determination also reflects its strong desire that Mr. Frederico provide his continued leadership as we continue to pursue those long-term strategies as well as his leadership in helping us to carefully and incrementally expand our primary financial guaranty insurance product into new geographic areas (including Asia and Australia) and asset classes. Mr. Frederico’s compensation packages for 2023 and 2024 were composed of the following:

  48. Snapshot of Our CEO’s 2024 Compensation

    | ■ | Fixed Compensation-Base Salary | | ■ | Performance-Based Cash Incentive Payout | | ■ | Time-Based Equity1 | | ■ | Performance-Based Equity1 |

  49. Overview of Philosophy and Design

    | Principal Elements of Executive Compensation Package | Purpose | | Base Salary | Based on responsibilities, skill set and experience, and market measures | | Cash Incentive Compensation | Cash reward for performance against annual financial performance targets and progress against strategic non-financial objectives that we expect to drive our growth over the medium- to long-term | | Equity Incentives | 60% in performance-based restricted share units, which we refer to as PSUs, that may be earned over a 3-year performance period based on performance targets, and which cliff vest at the end of the 3-year performance period if particular performance targets are achieved, with half of the PSUs (or 30% of the long-term equity incentive) being based on growth in our Core Adjusted Book Value per share, and half of the PSUs (or 30% of the long-term equity incentive) being based on our TSR relative to the 55th percentile of the Russell Midcap Index - Financials. 40% in restricted share units, which we refer to as RSUs, that cliff vest at the end of a 3-year period |

  50. 2024 Financial Performance Measures

    2024 Financial Performance Measures

  51. 2024 Financial Performance Measures

    | Core operating income per diluted share | Enables us to evaluate the amount of income on a per share basis we are generating in our business without certain items, such as non-economic fluctuations and movements in fair value, foreign exchange movements related to long dated receivables and payables, and other adjustments, as well as removes the impact of consolidating VIEs. | | Core operating ROE | Represents core operating income for a specified period divided by the average of core operating shareholders’ equity at the beginning and the end of that period. This measure enables us to evaluate our return on equity, excluding items such as non-economic movements in fair value. | | Core operating shareholders’ equity per share | Presents our equity excluding non-economic fair value adjustments as well as the impact of consolidating VIEs, on a per share basis. Core operating shareholders’ equity per share is the basis of the calculation of core adjusted book value, which we refer to as Core ABV, per share, as described below. | | Core ABV per share | Reflects our core operating shareholders’ equity, plus deferred premium revenue on financial guaranty contracts in excess of expected losses to be expensed, plus future estimated revenues from contracts other than financial guaranty insurance contracts (such as specialty insurance contracts and credit derivatives), less deferred acquisition costs, as well as removes the impact of consolidating VIEs, on a per share basis. This measure enables us to measure our intrinsic value, excluding our franchise value. | | PVP | Represents the estimated present value of new business production in our insurance segment. PVP takes into account upfront premiums and the present value of estimated future installment premiums on all new contracts written in a reporting period. |

  52. 2024 Financial Performance Measures

    At the beginning of a performance year, our Compensation Committee assigns each executive officer an Individual Target Cash Incentive Amount, which is calculated as a multiple of that executive’s base salary, and which we refer to as the Individual Target Cash Incentive Multiple. The amounts of the base salary and Individual Target Cash Incentive Multiples are set based on the executive’s position and level of responsibility, historic pay level, importance to the future strategic direction of our Company and FW Cook's advice about the compensation practices of companies in our comparison group. For the 2024 performance year, our Compensation Committee assigned each of the named executive officers an Individual Target Cash Incentive Multiple of 2.0x, the same as last year. Then, at the end of a performance year, for each executive officer, our Compensation Committee calculates and aggregates the weighted achievement scores for the financial performance measures and the individual non-financial objectives. When assessing the level of achievement and assigning scores for the year, our Compensation Committee takes into account the difficulty of achieving particular targets or objectives. For each financial performance measure, our Compensation Committee may assign an achievement score of up to 200% for outstanding performance and down to 0% for performance below target, based on its view of the level of achievement attained for such financial performance target; the same scoring system applies for the non-financial objectives, taken as a whole. With the weightings our Compensation Committee has established for each component of the calculation aggregating 100% overall, the maximum total overall weighted score achievable is 200%, and since the Individual Target Cash Incentive Multiple for each of our named executive officers is 2.0x, the maximum short-term incentive opportunity for each of our named executive officers is 4x their base salary. For the 2018 performance year, in response to the previous year's say-on-pay vote result, shareholder feedback and the advice of FW Cook, our Compensation Committee reduced Mr. Frederico's Individual Target Cash Incentive Multiple to 2.0x from 2.5x, thereby reducing his maximum short-term incentive opportunity to 4x his base salary from 5x his base salary. Our Compensation Committee has maintained Mr. Frederico's Individual Target Cash Multiple at 2.0x since then, and Mr. Frederico's salary has remained unchanged for the past eight years; his last salary increase was in 2017. As a result, Mr. Frederico's maximum short-term incentive opportunity has remained unchanged since the 2018 performance year. Because there is a maximum score of 200% and a weighting of 13.4% for each financial performance measure for our executive officers, there is a maximum score for each performance measure of 26.8% for those officers, no matter how high the performance measure result is. While this approach results in a maximum for each financial performance measure, in order to enhance transparency, the Compensation Committee has adopted a defined maximum for each of the relevant measures for the 2025 performance year that it would take to achieve a maximum score of 200% for that measure. Our Compensation Committee retains the discretion to reduce the non-equity incentive payout in the event a target is achieved or exceeded but the target was set below the prior year result, capping the score for achieving such target at 100%. This year our Compensation Committee fully exercised this negative discretion with respect to the two financial performance measures where the 2024 results were above 2024 targets but below the prior 2023 actual results, specifically core operating income per diluted share and ROE. Setting Financial Performance Targets In 2015, our Compensation Committee selected the five financial performance measures that we still use based on the unique earnings model of the financial guaranty industry. Our Compensation Committee reconsiders each year whether these measures are the appropriate ones to use in light of our Company’s business. Our Compensation Committee believes our progress measured against the financial performance measures it established will, over the long term, result in optimal total shareholder return. Each year our Compensation Committee sets our financial performance targets at levels it views as challenging based on the projected operating results in our annual business plan. The goals and our business plan acknowledge the unique long-term nature of our financial guaranty insurance business and that the required accounting treatment and operations of a financial guaranty insurer are distinct from other insurance product lines. Setting Formal Financial Performance Thresholds and Maximums for the 2025 Performance Year While the Compensation Committee did not set formal thresholds or maximums for its financial performance measures for the 2024 performance year or previous years, it believes its current approach to scoring establishes a maximum, because there is a maximum score of 200% for each financial performance measure. The Compensation Committee has adopted formal thresholds, targets and maximums for each financial performance measure for the 2025 performance year in order to enhance transparency and the direct linkage between performance and pay. Pursuant to this refinement, achievement during the 2025 performance year below the threshold for any financial performance measure will result in a score of 0 for that measure, achievement of the threshold will result in a score of 25% for that measure, achievement of the target will result in a score of 100% for that measure, and achievement of the maximum will result in a score of 200% for that measure, with straight-line interpolation between the threshold and the target or the threshold and the maximum, as the case may be. Beginning with our 2026 proxy statement for the 2025 performance year, we intend to include the threshold and maximum values for each financial performance measure to further enhance transparency.

  53. 2024 Financial Performance Measures

    | Core Operating Income per Diluted Share and Core Operating Return on Equity. Our Compensation Committee set the financial performance targets for core operating income per diluted share and core operating return on equity for the 2024 performance year above what the 2023 results would have been exclusive of two significant one-time events that were significantly accretive to each of these financial performance measures in 2023: (1) the contribution of substantially all of our asset management business to Sound Point Capital Management, LP, for an approximately 30% interest in the combined entity, along with the separate sale of the remainder of our asset management business, which generated a pre-tax gain of $222 million, in 2023, net of expenses; and (2) the establishment of a deferred tax asset and corresponding benefit of $189 million related to a Bermuda tax law enacted in December 2023. The Compensation Committee calculated what the 2023 actual results would have been for the two financial performance measures without these two events, and set the 2024 targets for the financial performance measures above the 2023 results after those adjustments, but below what the actual 2023 results were including the impact of these events. (It is worth noting that the Compensation Committee also chose to exclude the impact of the establishment of the substantial deferred tax asset on the financial performance measures for the 2023 performance year given that benefit did not reflect any particular efforts of the executive officers.) The Compensation Committee believes the 2024 targets it set for those measures remained particularly challenging when considering the unique earnings model of the financial guaranty insurance industry. When a financial guarantor writes a new financial guaranty policy, it does not earn the full amount of the premium immediately; rather, when a policy is written, the upfront premium it receives (plus the present value of future premiums) is recorded on its balance sheet as the unearned premium reserve, which we refer to as deferred premium revenue (reported as a component of unearned premiums reserve, which we refer to as UPR). This UPR is earned over the term of the insured obligation, often as long as 20, 30 or even 40 years. For example, only approximately 5% of the premiums we earned in 2024 related to new financial guaranty policies we wrote in 2024, and the rest was earned from our previously established deferred premium revenue. Because the volume and pricing of new financial guaranty business written in a particular year has only a small impact on premium earnings for that year, most of our operating income from our core financial guaranty business may be forecast based on projections with respect to the very significant deferred premium revenue that we earn as our insured portfolio amortizes. Despite the relative predictability of the contribution of premium earnings from our financial guaranty business to our core operating income per diluted share and core operating return on equity, we consider the financial performance goals we set for these measures to be challenging due to potential uncertainties in the broader market and environment. Those uncertainties include unexpected loss development, the level of refunding activity, unexpected mark-to-market movements of alternative investments, and unexpected changes to reinvestment rates. In addition, variability of our share price and availability of funds for share repurchases may add to the challenges of reaching these goals. Although the Compensation Committee believes for the reasons stated above that the targets it set for the 2024 performance year for core operating income per diluted share and core operating return on equity were challenging, it still chose to fully exercise its negative discretion and reduce the unweighted achievement scores for these measures to 100% from what they would have otherwise been based on the achievement in relation to the target because the results were below prior year results. |

  54. 2024 Financial Performance Measures

    | Core Operating Shareholders’ Equity Per Share and Core Adjusted Book Value Per Share. Our Compensation Committee also wants to encourage our senior leadership team to build intrinsic value in our Company over time for our shareholders, so our Compensation Committee sets targets for core operating shareholders’ equity per share and core adjusted book value per share. Our Compensation Committee believes these measures best capture the long-term value we are building for our shareholders and that growth in these measures will eventually result in growth in the price of our Common Shares. Our Compensation Committee believes that core adjusted book value per share, in particular, is such an important measure of the intrinsic value we are building for our shareholders that our Compensation Committee has made this measure a component of both our short-term and long-term incentive programs. Our Compensation Committee believes that this will motivate our senior leadership team to focus on growth in this measure in both the short and long term, and that eventually growth in the price of our Common Shares will follow. |

  55. 2024 Financial Performance Measures

    | PVP. Our Compensation Committee set our 2024 PVP target 20% higher than our 2023 actual results, consistent with our annual business plan for 2024 which challenged our senior leadership team to originate more financial guaranty business in 2024 than the financial guaranty business we originated in 2023. PVP is our most direct measurement of new insurance business origination. |

  56. 2024 Financial Performance Measures

    Calculating Cash Incentive Compensation Based on weighted achievement scores for the financial performance targets and the individual non-financial objectives for each executive officer, the individual payouts of the cash incentive for 2024 were calculated as follows:

  57. 2024 Financial Performance Measures

    | Annual Individual Target Cash Incentive Amount | | | Annual Achievement Score (a percentage from 0% to 200%) | | | | | Annual Cash Incentive Payout | | ( | 2024 Base SalaryX | 2024 Individual Target Cash Incentive Multiple)X | ( | 2024 Financial Target Achievement Score (weighted 67%) | + | 2024 Non-Financial Objective Achievement Score (weighted 33%)) | = | 2024 Cash Incentive Payout |

  58. 2024 Financial Performance Measures

    The basic formula for determining cash incentive compensation has remained the same since our Compensation Committee developed the methodology, together with FW Cook, at the beginning of 2015, and our Company’s performance on key financial measures has improved greatly since that time. Performance with respect to four out of five of the financial performance measurements applicable in both periods have improved substantially, as reflected in the table below.

  59. 2024 Financial Performance Measures

    | FINANCIAL PERFORMANCE GOALS | 2014 Results | 2024 Results | | Core Operating Income per Diluted Share | $2.83 | $7.22 | | Core Operating Return on Equity | 8.1% | 6.7% | | Core Operating Shareholders’ Equity per Share | $37.48 | $114.74 | | Core Adjusted Book Value per Share | $53.78 | $170.25 | | PVP | $172 million | $402 million |

  60. 2024 Financial Performance Measures

    The progress we have made on these fronts is the result of the leadership of Mr. Frederico and the efforts of the rest of our senior leadership team. As a result, our Compensation Committee retained the same general methodology and formulas for cash incentive compensation implemented in 2015 for Mr. Frederico and the other executive officers, although it has fine-tuned its methodology since then. Long-Term Equity Incentives In addition to the cash incentive compensation, our Compensation Committee awards long-term incentive compensation in the form of our Common Shares. Like cash incentive compensation, equity incentive compensation is awarded after the end of the performance year to which such compensation relates. For the 2024 performance year, our Compensation Committee determined the amount of equity incentive compensation in February 2025. Sixty percent of the nominal value of the award is in the form of PSUs that may be earned over a 3-year performance period based on pre-established performance targets, and cliff vest at the end of the 3-year performance period in a number of shares dependent on whether particular performance targets are achieved, and the remaining forty percent is in the form of restricted share units (which we refer to as RSUs) that cliff vest at the end of a 3-year period. Details about the individual awards are set out in “CEO Performance Review” and “Other Named Executive Officer Compensation Decisions.” For the 2025 grant with respect to the 2024 performance year that was awarded as part of our normal executive compensation program, the proportion of the long-term equity incentive comprising performance-based PSUs was again 60%, with the remainder in time-based RSUs. Performance-Based Restricted Share Units. Each performance-based restricted share unit, or PSU, represents a contingent right to receive up to a certain number of our Common Shares as described in the highlight boxes below. Our Compensation Committee awards PSUs with the intent of aligning executive pay with our Company’s performance. •PSUs tied to growth in our Core ABV per share over a three-year period, which we refer to as ABV PSUs; and •PSUs tied to our TSR over a three-year period relative to the TSR of the 55th percentile of the Russell Midcap Index - Financials, which we refer to as Relative TSR PSUs. This structure has been in place since 2019 and our Compensation Committee maintained the same basic structure for the February 2025 grants. ABV PSUs Our Compensation Committee believes that Core ABV per share is the best measure of the intrinsic value of our Common Shares, and that growth in Core ABV per share will eventually result in growth in the price of our Common Shares. Our Compensation Committee believes that this measure is so important that it has incorporated the measure into both its short-term cash incentive program and its long-term equity compensation program, so that the senior leadership team is motivated to grow Core ABV per share on both a short-term and long-term basis.

  61. 2024 Financial Performance Measures

    | Each ABV PSU represents the right to receive up to two of our Common Shares at the end of a three-year performance period, which runs from January 1 of the year of the grant to December 31 three years later, depending on the growth in Core ABV per share over the three-year performance period. •The target growth rate is an aggregate of 15% over that three-year period, for which the recipient earns one Common Share for each ABV PSU. •At 80% of the target growth (or 12%), which we refer to as the threshold, the recipient earns one-half of a Common Share for each ABV PSU; for growth rates below that amount, the recipient earns no Common Shares. •At 120% of the target growth (or 18%) or above, which we refer to as the maximum, the recipient earns two Common Shares for each ABV PSU. For Core ABV per share growth rates between the threshold and the target and between the target and the maximum, the amount of our Common Shares earned for each ABV PSU is based on straight-line interpolation. |

  62. 2024 Financial Performance Measures

    Our Compensation Committee set the ABV PSU target growth rate based on the projected operating results in our annual business plan and after consulting with FW Cook. In setting the ABV PSU target, our Compensation Committee did not consider significant potential or theoretical strategic activities that had not been finalized or share repurchases the funding of which require regulatory approvals that have not yet been obtained, because the conditions for success are highly contingent and outside of the control of our senior leadership team. Given the outsize positive impact on our Company of the successful achievement of at least some such endeavors, our Compensation Committee believes it is appropriate for its senior leadership team to be encouraged to pursue success in these areas through the ABV PSUs. The ABV PSU performance targets (expressed as a growth rate) remain aligned with our long range plan and are unchanged from last year. Relative TSR PSUs Since our ultimate goal is to provide growing shareholder value, our Compensation Committee believes that our long-term equity incentive compensation should also be based on our TSR. However, recognizing that share prices may be influenced by a number of factors, our Compensation Committee decided that a relative measure of TSR was most appropriate.

  63. 2024 Financial Performance Measures

    | Each Relative TSR PSU represents the right to receive up to 2.5 (for extraordinary performance at the 95th percentile) of our Common Shares at the end of a three-year performance period, which runs from the grant date of the award in February through the day before the third anniversary of that date, depending on the performance of our TSR over that three-year period relative to the TSR of the Russell Midcap Index - Financials, which we refer to as the Index. The performance period (which used to run from January 1 of the grant year to December 31 three years later) was changed beginning with the February 2023 grants for the 2022 performance year, to better align the U.S. GAAP value of the TSR PSUs with their target values. •The target Company TSR for that period is the 55th percentile of the Index, for which the recipient earns one Common Share for each Relative TSR PSU. •At the 25th percentile of the Index, which we refer to as the threshold, the recipient earns one-half of a Common Share for each Relative TSR PSU; for Company TSRs below that level, the recipient earns no Common Shares. •A Company TSR at the 95th percentile of the Index, which we refer to as the maximum, or above earns the recipient 2.5 Common Shares for each Relative TSR PSU. For Company TSRs between the threshold and the target and between the target and the maximum, the amount of our Common Shares earned for each Relative TSR PSU is based on straight-line interpolation. Our Compensation Committee adopted the following additional restrictions on the Relative TSR PSUs: •The number of Common Shares that can be earned is capped at one share per Relative TSR PSU if the Company TSR is negative, even if above the 55th percentile. •Common Shares earned pursuant to the Relative TSR PSUs remain restricted until one year after they vest. |

  64. 2024 Financial Performance Measures

    Our Compensation Committee selected the Russell Midcap Index - Financials as the best available comparison when it established the Relative TSR PSUs in February 2019. Our Compensation Committee believed that aspects of our business are comparable to aspects of various financial services companies, and so determined that the best benchmark for our TSR was a broad index of somewhat similarly-sized financial services companies. Our Compensation Committee made this determination after considering and rejecting a number of other options: •Only one other financial guarantor continues to write new business, and that company is not publicly traded, so a peer group of financial guarantors is not available. •While analysts sometimes categorize us with property and casualty insurance companies, our Compensation Committee believes that factors impacting the performance of property and casualty insurance companies are unlikely to impact our business in the same way, particularly given the unique long-term nature of our financial guaranty insurance business and the fact that the required accounting treatment and operations of a financial guaranty insurer are distinct from property and casualty and other insurance product lines. •While the current executive compensation comparison group comprises similarly-sized companies in businesses somewhat similar to our business, many of the companies in that group are mortgage finance and property and casualty insurance and reinsurance companies and our Compensation Committee does not believe that group is an appropriate benchmark for our TSR. In late 2021, our Compensation Committee considered whether, given changes in the Russell Midcap Index - Financials since 2019, it should change the reference index used for the Relative TSR PSUs. It chose not to make any changes. Restricted Share Units

  65. 2024 Financial Performance Measures

    | Each restricted share unit represents a right to receive one of our Common Shares at the end of a three-year vesting period as described below under “Incentive Plans — Assured Guaranty Ltd. 2024 Long-Term Incentive Plan.” |

  66. 2024 Financial Performance Measures

    Our Compensation Committee awards RSUs with the intent of providing members of the senior leadership team with long-term incentive compensation that increases in value as our Company achieves its strategies. Our Compensation Committee believes this incentivizes members of the senior leadership team to continue their efforts to build shareholder value over the long term. Prior to becoming an executive officer, Mr. Rosenblum was awarded RSUs with different vesting periods from the RSUs awarded to the senior leadership team as described above. For more information on the vesting periods for these RSUs, refer to footnotes 10 through 15 to the Outstanding Equity Awards table. Performance Retention Awards Performance Retention Awards, which we refer to as PRA, are a form of incentive compensation we award under the Assured Guaranty Ltd. 2024 Long-Term Incentive Plan. Our executive officers do not receive PRA for their achievements as executive officers, but we have included a description of PRA in this proxy statement because a person who recently became an executive officer may have outstanding PRA grants from the years prior to them becoming an executive officer, as was the case this year. The principal amount of each PRA grant is divided into three installments — 25%, 25%, and 50% of the grant. The performance period relating to each installment is set out in the terms of the grant. The payment for each installment is the product of: •Principal amount of award •Portion of principal associated with such installment (i.e., 25%, 25%, or 50%) •50% of the sum of 1 and the percentage change in the core ABV per share for the relevant performance period •50% of the sum of 1 and the core operating ROE for the relevant performance period Of the named executive officers, Mr. Rosenblum received a cash distribution in March 2025 for the installments from his PRA granted in February 2022 and 2023 that vested on December 31, 2024. Such cash distribution is set forth in footnote 2 to the Summary Compensation Table. Although February 2014 was the last time that executive officers received grants of PRA (for achievements in 2013), Mr. Rosenblum did not become an executive officer until 2024, and therefore received PRA for his achievements in 2021 and 2022. The payouts are a function of our Company's growth in core ABV per share and core operating ROE during the relevant performance periods. In March 2026, Mr. Rosenblum will receive his last PRA payout from his last PRA grant in February 2023. Special Retention Awards This year the Compensation Committee made a grant of special retention awards of special restricted share units to our Chief Operating Officer and our General Counsel under the Assured Guaranty Ltd. 2024 Long-Term Incentive Plan. Each of these special restricted share units represent the right to receive one of our Common Shares at the end of a five-year cliff vesting period as described below under “Incentive Plans — Assured Guaranty Ltd. 2024 Long-Term Incentive Plan.” These special retention awards were granted as part of our overall succession planning and to solidify the management team in a competitive talent environment. Our Compensation Committee believes these awards will incentivize Mr. Bailenson and Ms. Chow to remain with our Company, carry on their exemplary work, and help build shareholder value over a longer time horizon than our long-term incentive compensation awards that vest over three years. Our Compensation Committee does not consider these awards to be a normal part of our executive compensation program.

  67. Overview

    Overview Mr. Frederico’s short-term cash incentive compensation decreased by 13.7% from the prior year, largely as a function of the financial performance target scores awarded by our Compensation Committee. While our performance exceeded two of the five rigorous financial performance targets set by our Compensation Committee at the beginning of the year, our performance fell short of the three other targets (although it came very close on one). As a result, our Compensation Committee awarded Mr. Frederico a weighted score on his financial performance targets of 64.6%, considerably below his score of 78.8% for 2023, when all but one of the five financial performance targets were exceeded. Our Compensation Committee awarded Mr. Frederico a slightly lower weighted score on his non-financial objectives for 2024, 56.1% for 2024 compared to 61.1% for 2023, reflecting that Mr. Frederico did not find a way for us to meet the rigorous growth targets our Compensation Committee set for the financial guaranty business, but also recognizing Mr. Frederico's substantial progress on all of his non-financial objectives and his strategic vision in laying the groundwork for future success by, among other things, (i) pursuing new financial guaranty opportunities in Australia, New Zealand and Asia by opening offices in Australia and Singapore; (ii) making our flagship U.S. insurance business more efficient by combining our two U.S. insurance companies into one larger company; and (iii) continuing to develop the senior leadership abilities of Mr. Bailenson and Mr. Rosenblum as they grew into their new positions as Chief Operating Officer and Chief Financial Officer, respectively, during 2024. Mr. Frederico’s total achievement score for 2024 was 120.7%, substantially below his score of 139.9% for 2023. Our Compensation Committee again chose not to increase Mr. Frederico's base salary in 2024 or 2025, so neither his base salary nor his maximum short-term incentive opportunity (which, as described above, is his 4x his base salary) has increased since 2017. Our Compensation Committee considered the appropriate amount of long-term incentive equity compensation to award Mr. Frederico in recognition of his long-term strategic leadership of our Company, especially his leadership of (a) our highly successful capital management program, (b) our initiative to participate in earnings streams other than financial guaranty premiums, which began to bear fruit in our asset management segment in 2024, and (c) the diversification of our investment portfolio into alternative investments with their potential for increased yields, and in light of the Compensation Committee's strong desire that Mr. Frederico provide his continued leadership as we continue to pursue those long-term strategies as well as his leadership in helping us to carefully and incrementally expand our primary financial guaranty insurance product into new geographic areas (including Asia and Australia) and asset classes. Our Compensation Committee also believed that Mr. Frederico's long-term equity compensation should reflect the very strong performance of our TSR over the last three- and five-year periods, especially in comparison to the TSR of the indices against which we measure ourselves. As a result, our Compensation Committee granted Mr. Frederico long-term equity compensation with a target nominal value of $8,750,000, the same amount as it granted to him for the 2023 performance year. As a result of the combined impact of the substantial 13.7% decrease in Mr. Frederico's short-term cash incentive in recognition of our falling short on three of the five financial performance targets we set for the 2024 performance year, holding his long-term incentive equity compensation flat to last year, and holding his base salary flat for the seventh year in a row, Mr. Frederico's $13,016,793 total compensation package for the 2024 performance year was 3.6% below his package for the 2023 performance year. Our Compensation Committee considered Mr. Frederico's total compensation package to strike the appropriate balance between our financial performance in the short term during 2024 and the promising long term trajectory of our Company under Mr. Frederico's leadership as demonstrated by the three- and five-year TSR of our Common Shares. Mr. Frederico’s total compensation for the 2024 performance year was composed of the following:

  68. Cash Incentive

    Cash Incentive To determine Mr. Frederico’s cash incentive, as discussed above, our Compensation Committee used a formula that involved aggregating the weighted achievement scores for certain financial performance targets and individual non-financial objectives, and multiplying the result by Mr. Frederico’s Individual Target Cash Incentive Amount. Please refer to the diagram and discussion found above under “Executive Compensation Program Structure and Process — Components of Our Executive Compensation Program — Cash Incentive Compensation.” Setting Mr. Frederico’s 2024 Financial Performance Targets In February 2024, our Compensation Committee established targets for five financial performance measurements for Mr. Frederico (and for each other executive officer) for the 2024 performance year. The financial performance targets were based on the business plan that our Board of Directors reviews and approves annually, and were designed to measure our progress in creating value for our shareholders. We include above under “Executive Compensation Program Structure and Process — Components of Our Executive Compensation Program” a detailed description of the financial performance measures, and why our Compensation Committee considers them to be important in assessing our Company and the performance of each executive officer. All five targets are based on non-GAAP financial measures. Our Compensation Committee viewed all of the 2024 targets it set as challenging in light of then current market conditions and the nature of our business model. Our Compensation Committee set three of the five 2024 targets for the financial performance measurements above the 2023 actual results, while the two other 2024 targets, specifically for core operating income per diluted share and ROE, were set above what the 2023 results would have been, exclusive of two significant one-time events that were significantly accretive to each of these financial performance measures in 2023: (1) the contribution of substantially all of our asset management business to Sound Point for an approximately 30% interest in the combined entity, along with the separate sale of the remainder of our asset management business, which generated a pre-tax gain of $222 million, in 2023, net of expenses; and (2) the establishment of a substantial deferred tax asset related to a Bermuda tax law enacted in December 2023. The Compensation Committee calculated what the 2023 actual results would have been for the two financial performance measures without these two events, and set the 2024 targets for the financial performance measures above the 2023 results after those adjustments, but below what the actual 2023 results were including the impact of these events. (It is worth noting that the Compensation Committee also chose to exclude the impact of the establishment of the substantial deferred tax asset on the financial performance measures for the 2023 performance year since that benefit did not reflect any particular efforts of the executive officers.) The Compensation Committee believes the 2024 targets it set for those measures remained particularly challenging when considering the unique earnings model of the financial guaranty insurance industry. Mr. Frederico’s 2024 Financial Performance Target Scores In 2024, we exceeded two of the five financial performance goals set by the Compensation Committee (core operating income per diluted share and core operating ROE) and underperformed on three and we came close on core operating shareholders’ equity per share, achieving 99.7% of that goal. On the other hand, while this was the second year in a row in which our PVP exceeded $400 million, we fell short of the ambitious $485 million PVP goal established by the Compensation Committee, due in part to continued narrow credit spreads. Because PVP generated during a year impacts the change over that year in our unearned premium reserve, an important component of our core adjusted book value per share, the PVP shortfall caused us to achieve only 99.2% of the goal established by the Compensation Committee for core adjusted book value per share. Despite core operating shareholders' equity per share and core adjusted book value per share landing just shy of the rigorous 2024 targets set by our Compensation Committee, both financial performance measures exceeded the 2023 actual results. The financial performance measures are explained in more detail above under “Executive Compensation Program Structure and Process — Components of Our Executive Compensation Program — Cash Incentive Compensation.” •Core operating income per share of $7.22 was over 3% above our target, but because it was below the actual 2023 results inclusive of the two significant one-time events the Compensation Committee excluded when setting the target, the Compensation Committee chose to fully exercise its negative discretion and awarded Mr. Frederico a score of 100% on this measure rather than the higher score it would have awarded otherwise. •Core operating ROE of 6.7% was 2% above our target, but because it was below the actual 2023 results inclusive of the two significant one-time events the Compensation Committee excluded when setting the target, the Compensation Committee chose to fully exercise its negative discretion and awarded Mr. Frederico a score of 100% on this measure rather than the higher score it would have awarded otherwise. •Core operating shareholders’ equity per share fell just barely below our target, coming within 99.7% of that goal, and the Compensation Committee recognized Mr. Frederico's substantial progress toward this goal, awarding him a score of 99.7% on this measure. •Core adjusted book value, which we refer to as Core ABV per share also fell just short of our target, coming within 99.2% of that goal, but exceeded our actual 2023 results by over 9%. The Compensation Committee recognized Mr. Frederico's substantial progress toward this goal, awarding him a score of 99.2% on this measure. •The $402 million of PVP we produced was 17% below our goal but the second year in a row our total PVP exceeded $400 million. Given the lower credit spreads throughout the year than projected, our Compensation Committee determined this to be a laudable result, but still awarded Mr. Frederico a score of 83% on this measure. Our Compensation Committee weighted Mr. Frederico's financial performance measurement scores in accordance with the cash incentive formula, which resulted in a weighted financial performance measurement achievement score of 64.6%:

  69. Summary 2024 CEO Performance Scorecard

    In reviewing Mr. Frederico’s 2024 performance scorecard, our Compensation Committee determined that he had a strong performance in a challenging year of continued narrow credit spreads that impacted all of our lines of business. In particular, our Compensation Committee found that Mr. Frederico should be recognized for his personal leadership and ongoing efforts to carry out his strategic vision to execute on our highly successful capital management program, with our once again repurchasing over $500 million of our shares, for his personal leadership in advancing our goal for the asset management business of diversifying our earnings and participating in an earnings stream independent of the risk-based premiums generated by our financial guaranty business, and for his personal leadership in successfully increasing the diversification of our investment portfolio and our opportunity for increased income from that portfolio by increasing the amount we have in alternative investments. The Compensation Committee also deemed it to be important to recognize that we did not meet three of our five financial performance targets and so concluded that it was appropriate that Mr. Frederico's short-term cash incentive decline. Based on Mr. Frederico’s achievements in this challenging environment, our Compensation Committee awarded him a total achievement score of 120.7% for the 2024 performance year, 13.7% below his achievement score of 139.9% for the 2023 performance year. Applying this achievement score to his Individual Target Cash Incentive Amount resulted in a cash incentive award of $3,016,793. This was $479,257 (or 13.7%) less than the $3,496,050 awarded to Mr. Frederico for the 2023 performance year. * Our Compensation Committee has discretion to assign a total achievement score of up to 200% against our CEO's financial performance targets and non-financial objectives. Since the Individual Target Cash Incentive Multiple for our CEO is 2.0x, his maximum annual cash incentive opportunity is 4x his base salary. In February 2019 the Compensation Committee reduced the CEO's Individual Target Cash Incentive Multiple from 2.5x to 2.0x, effective for the 2018 performance year, and has maintained both his base salary and his multiple at the same level since 2018, so his maximum annual cash incentive opportunity has remained at the same level since the 2018 performance year.

  70. Equity Compensation

    Equity Compensation Our Compensation Committee awarded all of Mr. Frederico’s long-term incentive compensation in the form of PSUs and RSUs. Mr. Frederico's $8,750,000 target nominal amount of long-term equity is the same as his target nominal amount for the prior year. The Compensation Committee believed it was very important to reward Mr. Frederico for the consistent performance of our Company and his long-term strategic vision and leadership as demonstrated by several favorable developments in 2024, and our Compensation Committee's desire to properly incent Mr. Frederico to continue his long-term leadership. Mr. Frederico personally envisioned and initiated our highly successful capital management program twelve years ago, continuing to advance this vision over the last twelve years, and this year his combination of our two U.S. insurance companies facilitated the release of $897 million from our insurance operating companies to our holding companies in 2024, 50% more than our average over the previous nine years (2015-2023) and 47% more than in 2023, which helped us to again repurchase over $500 million of our Common Shares. Several years ago, Mr. Frederico set long-term strategic goals of diversifying our earnings and participating in an asset management earnings stream independent of the risk-based premiums generated by our financial guaranty business and to increase the diversification of our investment portfolio and our opportunity for increased income from that portfolio by increasing the amount we have invested in alternative investments. We made important advances in these areas during 2024, increasing the segment adjusted operating income from our asset management segment by approximately 65%; receiving in our holding companies the first substantial distribution from the asset management business unrelated to covering intercompany expenses; increasing the amount of our alternative investments by approximately 20%; and garnering an annualized inception-to-date internal rate of return on our alternative investments of approximately 13%. Sixteen years ago Mr. Frederico guided our Company to its strategic decision to pursue financial guaranty business beyond the U.S. public market, and during 2024 he continued to execute on this vision by leading our Company in laying the groundwork for careful and incremental expansion in new geographical areas (including Asia and Australia) and asset classes. The Compensation Committee desires that Mr. Frederico have a strong incentive to continue his valued leadership (including Asia and Australia) of our Company as we continue to execute on his long-term strategic vision. The Compensation Committee took note of our Company's long-term success under Mr. Frederico's visionary leadership. Our three- and five-year TSR demonstrates the confidence of the equity markets in the long-term trajectory of our Company. We have enjoyed positive U.S. GAAP net income every year since Mr. Frederico led us through out initial public offering in 2004, except in 2007 (when the mark-to-market losses on credit default swaps were the primary reason for the loss), and twenty-one consecutive years of positive annual adjusted operating income*. We have also experienced strong long-term growth in our per share value measures over those twenty-one years under Mr. Frederico's leadership, with our most recent five years shown in the table below: * Adjusted operating income is non-GAAP financial measures. An explanation of this measure, which is considered when setting executive compensation, and a reconciliation to the most comparable U.S. GAAP measure, may be found on pages 89 and 91-92 of our Annual Report on Form 10-K for the year ended December 31, 2024. In addition, please refer to the section entitled “Forward Looking Statements” following the cover of that Annual Report on Form 10-K. The following table sets forth the target nominal amount of long-term incentive compensation our Compensation Committee awarded Mr. Frederico on February 19, 2025, the grant date. Our Compensation Committee determined the number of PSUs and RSUs to award Mr. Frederico by converting the target nominal amount of the award using $91.03, which was the average closing price on the NYSE of our Common Shares over the 40 consecutive trading days ending on February 19, 2025. When we prepare the Summary Compensation Table, we report the value of the grants using U.S. GAAP, in accordance with the SEC’s rules. •Under U.S. GAAP, the fair value of an ABV PSU as of February 19, 2025 was determined to be $91.65. This value is based on the closing price of our Common Shares on that date, which U.S. GAAP allows as a practical expedient to value grants with complicated features, such as in this case the estimated growth rate of our Company’s Core ABV per share. •Under U.S. GAAP, the fair value of a Relative TSR PSU on February 19, 2025 was $112.58. This value was computed using a Monte-Carlo simulation model taking into account the historical relationship of our TSR and the TSR of the Index. We engaged Aon to provide this computation for us. •Under U.S. GAAP, the fair value of an RSU was $91.65, based our Common Share closing price on February 19, 2025. Because the price of our Common Shares can be volatile, our Compensation Committee since 2012 has determined the number of shares to be granted to members of our senior leadership team by dividing the target nominal value of the equity it wished to award by the average closing price on the NYSE of our Common Shares over the 40 consecutive trading days ending on the grant date. As described above, U.S. GAAP valuations are based on the price of our Common Shares on the grant date. So, when the price of our Common Shares is higher on the grant date than the average price over the 40 previous consecutive trading days, the U.S. GAAP value will exceed our Compensation Committee’s target nominal value, as was the case this year, as well as last year. Similarly, when the price of our Common Shares is lower on the grant date than the average price over the 40 previous consecutive trading days, the U.S. GAAP value will be less than our Compensation Committee’s target nominal value, as was the case in 2020. Our Compensation Committee believes solely using the average closing price over 40 consecutive trading days approach to sizing its long-term equity incentive grants is the fairest approach to use in light of the volatility of the price of our Common Shares. The aggregate value of Mr. Frederico’s February 2025 long-term equity incentive grants under U.S. GAAP is set forth below.

  71. Equity Compensation

    | | Compensation Committee Target Nominal Value | Equity Granted (Shares) | U.S. GAAP Value | | ABV PSUs | $2,625,000 | 28,837 | $2,642,911 | | Relative TSR PSUs | $2,625,000 | 28,837 | $3,246,469 | | RSUs | $3,500,000 | 38,449 | $3,523,851 | | TOTAL | $8,750,000 | 96,123 | $9,413,231 |

  72. Compensation Decisions for Our Other Named Executive Officers

    | | (2024 Base SalaryX | 2024 Individual Target Cash Incentive Multiple)X | (Financial Performance Measurement Achievement Score (weighted 67%) | + | Individual Non- Financial Objective Achievement Score (weighted 33%)) | = | 2024 Cash Incentive Payout | | Robert A. Bailenson | $900,000 | 2.00x | 64.6% | | 61.1% | | $2,261,191 | | Ling Chow | $650,000 | 2.00x | 64.6% | | 61.1% | | $1,633,083 | | Benjamin G. Rosenblum | $650,000 | 2.00x | 64.6% | | 61.1% | | $1,633,083 | | Stephen Donnarumma | $600,000 | 2.00x | 64.6% | | 57.8% | | $1,467,861 |

  73. Compensation Decisions for Our Other Named Executive Officers

    In reviewing the scorecards of each of Mr. Bailenson, Ms. Chow and Mr. Donnarumma, the Compensation Committee observed that despite their total achievement scores for 2024 being lower than their total achievement scores for 2023, their 2024 cash incentive payment amounts increased modestly from the prior year because their salaries had increased from the prior year.3 (Mr. Rosenblum was not an executive officer in 2023 so did not receive a total achievement score for that year.) The Compensation Committee determined that it was appropriate that the 2024 cash incentive payment amounts for Mr. Bailenson, Ms. Chow and Mr. Donnarumma increase despite their lower total achievement scores and the decline in Mr. Frederico's 2024 cash incentive payment, because each of these named executive officers had made important strides in the objectives set out in their scorecards. The Compensation Committee noted that Mr. Bailenson's responsibilities increased in 2024 with his ascension to the role of Chief Operating Officer, and that in that role he has responsibilities that extend beyond the financial guaranty business. It also observed that he was taking the lead in working to carefully and incrementally expand application of the Company's financial guaranty product in new geographical areas (including in Asia and Australia) and to new asset classes. The Compensation Committee wished to celebrate Ms. Chow's many success during 2024, including leading the regulatory aspects of the combination of our U.S. insurance companies and related actions as well several important litigation victories, and determined that it was appropriate to reward those impressive accomplishments with a modest increase in her cash incentive payment. The Committee observed that Mr. Donnarumma had been called upon to oversee an increasing complex and broad underwriting risk analysis function as our Company sought to carefully and incrementally expand the geographical areas (including in Asia and Australia) and asset classes covered by its financial guaranty product and that he, too, had risen to the occasion admirably. With respect to Mr. Rosenblum, the Compensation Committee observed that his responsibilities had increased substantially in 2024 and determined that he had risen to the occasion admirably. In general, our Compensation Committee awards the other named executive officers long-term incentive compensation in the form of PSUs and RSUs with the same terms and in the same proportion as the PSUs and RSUs awarded to Mr. Frederico. The target nominal amount of long-term equity for each of our other names executive officers reflects our Compensation Committee’s desire that each of them have a strong incentive to help generate long-term, sustained growth for our Company. The amounts of PSUs and RSUs awarded to each other named executive officer vary by individual and are based on their respective positions and levels of responsibility, historic compensation levels and FW Cook’s advice about the compensation practices of companies in our comparison group. 3 The 2023 cash incentive payments for Mr. Bailenson, Ms. Chow and Mr. Donnarumma were $2,211,072; $1,618,704; and $1,416,366, respectively. Therefore, their 2024 cash incentive payments reflected increases of 2.3%, 0.9% and 3.6%, respectively. In addition to the salary and long-term incentive compensation for our named executive officers described above, our Compensation Committee determined it was important to award each of Mr. Bailenson and Ms. Chow a special retention award of special RSUs in the nominal amount of $3,000,000 and $1,500,000, respectively. These special retention awards were granted in February 2025 under the Assured Guaranty Ltd. 2024 Long-Term Incentive Plan as part of our overall succession planning and to solidify the management team in a competitive talent environment. Our Compensation Committee considers these awards crucial for the sustained success and stability of our Company as Mr. Bailenson and Ms. Chow bring a wealth of experience, strategic vision, and leadership skills that would be difficult to replace. Their deep understanding of our culture, operations, and market dynamics enables them to make informed decisions that drive growth and innovation. By retaining Mr. Bailenson and Ms. Chow, our Compensation Committee ensures continuity in leadership and continued momentum on strategic initiatives, which is essential for capitalizing on opportunities in a challenging business environment. Our Compensation Committee believes these awards will incentivize Mr. Bailenson and Ms. Chow to remain with the Company, carry on their exemplary work, and help build shareholder value over a longer time horizon than our long-term incentive compensation awards that vest over three years. These awards are supplemental to Mr. Bailenson's and Ms. Chow's incentive compensation. Each special retention award was issued in the form of special RSUs with a five-year cliff vesting schedule to support the above goals and a provision that, in the event that the recipient retires prior to their vesting, the special RSUs will be forfeited. A detailed description of the terms of these awards is set forth below under “Incentive Plans — Assured Guaranty Ltd. 2024 Long-Term Incentive Plan.” Our Compensation Committee considered FW Cook’s analysis of the compensation paid to named executive officers in our 2023 executive compensation comparison group when evaluating the compensation of our named executive officers. (Our current executive compensation comparison group, and how it changed from our 2023 executive compensation comparison group, is described under “Compensation Governance — Executive Compensation Comparison Group” below). According to FW Cook, for the 2023 performance year, which is the most recent data available, the target total direct compensation for our named executive officers (excluding Mr. Frederico) ranked between the median and 75th percentile on average, of amounts for the named executive officers of our 2023 executive compensation comparison group, reflecting the experience, leadership, specialized skill sets and sustained performance of our senior leadership team. Actual total direct compensation for all our named executive officers as a group (excluding Mr. Frederico) paid for the 2023 performance year also ranked between the median and 75th percentile, reflecting our non-equity incentive payouts for 2023 performance, which were aligned with our 2023 performance relative to our key business goals and strategies, as well as our strong financial performance for that period. For the 2024 performance year, our one-year TSR of 22.0% ranked at the 41st percentile, and our three-year TSR of 23.6% (on an annualized basis) ranked at the 93rd percentile of our 2023 executive compensation comparison group. Our long-term incentive equity awards generally remain unchanged and continue to align with our current executive compensation comparison group. In summary, our Compensation Committee approved the following regular compensation for the named executive officers other than Mr. Frederico for the 2024 performance year:

  74. Compensation Decisions for Our Other Named Executive Officers

    (1)These base salaries were set by our Compensation Committee in February 2024. (2)The long-term equity incentive awards were allocated similarly to Mr. Frederico’s, and comprised 30% ABV PSUs, 30% Relative TSR PSUs and 40% RSUs. The U.S. GAAP values of the awards are: Mr. Bailenson, $3,442,501; Ms. Chow, $2,151,500; Mr. Rosenblum, $1,882,584; and Mr. Donnarumma, $1,075,852. For a description of why the U.S. GAAP values of these awards differ from our Compensation Committee’s target nominal value, please refer to page 57 above.

  75. The Role of the Independent Consultants

    The Role of the Independent Consultants For over 15 years, including in 2024, our Compensation Committee has engaged FW Cook as its independent compensation consultant and considered advice and information from that firm in determining the amount and form of compensation for each member of our senior leadership team. Periodically, our Nominating and Governance Committee also engages FW Cook to conduct a comprehensive review of the compensation package for our non-executive directors; FW Cook last undertook such a comprehensive review in 2023. In 2024, FW Cook’s work for our Compensation Committee included analyzing our compensation practices in light of best practices, providing a compensation risk assessment, reviewing and advising us on changes to our comparison group of companies, collecting and providing relevant market data, reviewing data and analyses provided by other consultants, and updating our Compensation Committee with respect to evolving governance trends. Our Compensation Committee has considered the independence of FW Cook in light of SEC rules and NYSE listing standards. It requested and received a letter from FW Cook in 2024 affirming factors relevant to assessing FW Cook’s independence. Our Compensation Committee discussed the content of the letter and concluded that FW Cook’s work did not raise any independence or conflict of interest issues. When our Compensation Committee began to contemplate amending the long-term equity incentive program to include performance restricted share units based on relative TSR performance in 2018, we engaged Aon to model the grant date fair value and ultimate performance and payout of hypothetical Relative TSR PSUs with various characteristics and, once the characteristics of the Relative TSR PSUs were settled, to provide grant date valuation of the Relative TSR PSUs and to provide Relative TSR PSU value tracking over the life of the Relative TSR PSUs. Our Compensation Committee also engaged Aon as a compensation consultant several times after 2018 to consider changes in the long-term incentive program, most recently in 2023 when it chose to change the performance period of the Relative TSR PSUs.

  76. Award Timing

    Award Timing Our Compensation Committee meets during our February board meeting to make executive compensation decisions for the previous year’s performance and to make its compensation recommendations to the other directors. After consulting with our Board, our Compensation Committee approves salary increases (if any), cash incentive compensation, and long-term equity incentive awards for each member of our senior leadership team. Calculations of the number of PSUs and RSUs awarded to each member of our senior leadership team are made as of the date our Compensation Committee consults with our Board and approves the compensation packages for our senior leadership team, which occurs several days prior to the day we file with the SEC our Annual Report on Form 10-K for the previous calendar year. We have consistently followed this timing for many years. The number of units granted is calculated by dividing such value by the average closing price on the NYSE of a Common Share over the 40 consecutive trading days ending on the date of grant. Payments of cash incentives are not made until after we file with the SEC our Annual Report on Form 10-K for the previous calendar year. Our executive compensation program does not include stock options, stock appreciation rights or similar instruments with option-like features.

  77. Retirement Benefits

    | Benefit Under Defined Contribution Plans | Description | | Core contribution | We contribute 7% of each employee’s salary and non-equity incentive payment or cash bonus compensation, which we refer to as eligible compensation, on the portion made to our tax-qualified plan, and 6% on the portion made to our nonqualified supplemental employee retirement plans. | | Company match | We match 100% of each employee’s contribution, up to 7% of eligible compensation on the portion made to our tax-qualified plan, and 6% on the portion made to our nonqualified supplemental employee retirement plans. |

  78. Severance

    Severance Under our severance plan for members of our senior leadership team (and some others), following the executive’s involuntary termination without cause or voluntary termination for good reason and subject to the executive signing a release of claims, the executive will receive a lump-sum payment in an amount equal to one year’s salary plus their average cash incentive amount over the preceding three-year period, plus a pro-rata annual cash incentive amount for the year of termination, and an amount equal to one year of medical and dental premiums. The executive’s receipt of severance benefits is subject to their compliance with non-competition, non-solicitation, and confidentiality restrictions during their employment and for a period of one year following termination of employment. We, in our discretion, may choose to pay one year of base salary to an executive who terminates employment for a reason other than involuntary termination without cause or voluntary termination for good reason, in which case the executive will also be subject to non-competition, non-solicitation, and confidentiality restrictions following their termination of employment.

  79. Change In Control Benefits

    Change In Control Benefits We provide change in control benefits to encourage members of our senior leadership team to consider the best interests of shareholders by mitigating any concerns about their own personal financial well-being in the face of a change in control of our Company. In the event of a change in control: •Long-term incentive awards will vest only upon certain terminations of employment following a change in control (double-trigger) •Such awards will vest upon a change in control (single-trigger) if the acquirer does not assume the awards •We do not provide excise tax reimbursements and gross-up payments in the case of a change in control Detailed information is provided below under “Potential Payments Upon Termination or Change in Control.”

  80. AG US GROUP SERVICES INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (AGUS SERP)

    | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(1)(2) | Average Summary Compensation Table Total for non-PEO Named Executive Officers(1) | Average Compensation Actually Paid to non-PEO Named Executive Officers(1)(2) | Value of Initial Fixed $100 Investment Based on: | | Net Income (millions)(5) | Core ABV per Share(6) | | | | | | | Total Shareholder Return(3) | Peer Group Total Shareholder Return(4) | | | | 2024 | $14,933,252 | $25,665,738 | $4,538,512 | $5,886,320 | $202 | $185 | $392 | $170 | | 2023 | $13,477,512 | $26,808,821 | $3,765,333 | $5,379,798 | $166 | $141 | $761 | $156 | | 2022 | $13,606,009 | $28,885,520 | $3,662,609 | $6,060,272 | $135 | $125 | $137 | $142 | | 2021 | $14,536,062 | $23,817,693 | $4,277,028 | $5,930,256 | $107 | $143 | $419 | $130 | | 2020 | $10,876,524 | $4,540,198 | $3,346,954 | $2,208,833 | $66 | $105 | $368 | $115 |

  81. EQUITY COMPENSATION PLANS INFORMATION

    EQUITY COMPENSATION PLANS INFORMATION The following table summarizes our equity compensation plans as of December 31, 2024:

  82. EQUITY COMPENSATION PLANS INFORMATION

    | Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | Weighted average exercise price of outstanding options, warrants and right (b) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | | Equity compensation plans approved by security holders | — | — | 2,066,263(1) | | Equity compensation plans not approved by security holders | N/A | N/A | N/A | | TOTAL | — | — | 2,066,263 |

  83. EQUITY COMPENSATION PLANS INFORMATION

    (1)Includes 334,490 Common Shares reserved for issuance under the Assured Guaranty Ltd. Employee Stock Purchase Plan and includes 1,731,773 Common Shares available for stock options, restricted share awards, RSUs, performance stock options and PSUs reserved for future issuance under the Assured Guaranty Ltd. 2024 Long-Term Incentive Plan. The grants of dividend equivalents of RSUs have reduced the number of shares available for future issuance. PROPOSAL NO. 2: ADVISORY APPROVAL OF EXECUTIVE COMPENSATION Our shareholders have the opportunity to cast an advisory (nonbinding) vote to approve the compensation of our named executive officers as disclosed in this proxy statement in accordance with the SEC’s compensation disclosure rules. This vote is being conducted in accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC. Proposal No. 2 is Item 2 on the proxy card. As described in detail under the heading “Executive Compensation — Compensation Discussion and Analysis,” our executive compensation program is designed to attract, motivate, and retain talented executives who possess the skills required to formulate and drive our Company’s strategic direction and achieve annual and long-term performance goals necessary to create shareholder value. The program seeks to align executive compensation with shareholder value on an annual and long-term basis through a combination of base pay, annual incentives and long-term incentives. Our Compensation Committee continually reviews the compensation programs for our named executive officers to ensure they achieve the desired goals of aligning our executive compensation structure with our shareholders’ interests and current market practices. Please read the “Compensation Discussion and Analysis” discussion for additional details about our executive compensation programs, including information about the compensation of our named executive officers for the 2024 performance year. We believe that our executive compensation program is structured in the best manner possible to support our Company and our business objectives. We are asking our shareholders to indicate their support for our named executive officer compensation as described on pages 27 to 68 of this proxy statement, which include the “Compensation Discussion and Analysis” section and the compensation tables and related narrative disclosure. This proposal, commonly known as a “say-on-pay” proposal, gives our shareholders the opportunity to express their views on our named executive officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement.

  84. EQUITY COMPENSATION PLANS INFORMATION

    | • | Our Board of Directors unanimously recommends that you vote “FOR” the following resolution at the Annual General Meeting: |

  85. EQUITY COMPENSATION PLANS INFORMATION

    “RESOLVED, that the overall compensation paid to the Company’s named executive officers, as disclosed in this proxy statement pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the compensation tables and the accompanying narrative disclosures in this proxy statement is hereby APPROVED.” The say-on-pay vote is advisory, and therefore not binding on our Company, our Compensation Committee or our Board of Directors. However, our Board of Directors and our Compensation Committee value the opinions of our shareholders and will review the voting results carefully. To the extent there is any significant vote against the named executive officer compensation as disclosed in this proxy statement, we will consider our shareholders’ concerns and our Compensation Committee will evaluate whether any actions are necessary to address those concerns. PROPOSAL NO. 3: APPOINTMENT OF INDEPENDENT AUDITOR In accordance with Section 89 of the Companies Act and our Bye-Laws, the appointment of our independent auditor is approved annually by our shareholders, who also annually authorize our Board of Directors, acting through its Audit Committee, to set the remuneration for our independent auditor. Proposal No. 3 is Item 3 on the proxy card. At the recommendation of the Audit Committee, our Board of Directors recommends that shareholders appoint PricewaterhouseCoopers LLP as our independent auditor for the year ending December 31, 2025, and that shareholders authorize our Board of Directors, acting through its Audit Committee, to set the fees for our independent auditor. In making its recommendation with respect to the engagement of our independent auditor, the Audit Committee reviewed both the audit scope and estimated fees for professional services for the coming year. PwC served as our independent auditor for the year ended December 31, 2024. Our audited financial statements for the year ended December 31, 2024 will be presented at the Annual General Meeting. Representatives of PwC will attend the Annual General Meeting and will have an opportunity to make a statement if they wish. They will also be available to answer questions at the meeting.

  86. EQUITY COMPENSATION PLANS INFORMATION

    | • | Our Board of Directors and the Audit Committee unanimously recommend that you vote “FOR” the appointment of PwC as the Company’s independent auditor for the year ending December 31, 2025, and the authorization of the board of directors, acting through its Audit Committee, to set the fees for the independent auditor. |

  87. EQUITY COMPENSATION PLANS INFORMATION

    ASSESSMENT OF INDEPENDENT AUDITOR The Audit Committee annually evaluates the performance of our Company’s independent auditor and provides assistance to the members of the Board of Directors in fulfilling their oversight of our financial reporting practices, including satisfying obligations imposed by Section 404 of the Sarbanes Oxley Act of 2002, and the preparation of the financial statements of our Company. The Audit Committee selects our independent auditor for the Board of Directors to recommend to the shareholders to appoint. PwC has served as our independent auditor since 2003. Our Audit Committee considers the experience of PwC in auditing companies in the financial guaranty insurance industry and PwC’s institutional knowledge of our business and operations, accounting policies and financial systems, and the potential effect of changing independent auditors, when assessing whether to retain PwC as our independent auditor. Our Audit Committee believes there are significant benefits and operational efficiencies to retaining PwC as our independent auditor in 2025. Subject to our Company’s shareholders’ statutory right to set the terms of engagement for our independent auditor, including setting the remuneration of our independent auditor and authorizing our Board of Directors, through our Audit Committee, annually to set such terms of engagement, our Audit Committee contracts with and sets the fees paid to our independent auditor. The fees for services for PwC’s audit services the past two fiscal years are set forth below under Independent Auditor Fee Information. Audit fees relate to professional services rendered for the audit of our consolidated financial statements, audits of the U.S. GAAP and statutory financial statements of certain subsidiaries, review of quarterly consolidated financial statements and U.S. GAAP and statutory financial statements of certain subsidiaries and audit of internal control over financial reporting as required under Sarbanes Oxley Section 404. Our Audit Committee also determines that the non-audit services provided to our Company by the independent auditor are compatible with maintaining the independence of the independent auditor. Our Audit Committee’s pre-approval policies and procedures are discussed below under Independent Auditor Fee Information. Our Audit Committee annually conducts an evaluation of our independent auditor, currently PwC, to determine if they will recommend the retention of PwC as our independent auditor and is involved in the selection of the lead engagement partner at the five-year mandatory rotation period. Candidates for lead engagement partner are considered by the Audit Committee in consultation with management and PwC to ensure such candidates meet both professional industry experience and technical expertise in accounting, auditing and tax. Our Audit Committee is also involved in evaluating the qualifications and performance of the engagement team and lead engagement partner. As part of the evaluation of the independent auditor, the engagement team and lead engagement partner, our Audit Committee surveys select Company management and all members of our Audit Committee to evaluate the historical and recent performance of PwC and to determine if PwC is meeting our Company’s expectations. Among other things, our Audit Committee considers PwC’s independence, professional skepticism and objectivity, the quality and candor of PwC’s communications with our Audit Committee and management, the quality and efficiency of the services provided by PwC, and the depth of PwC’s understanding of our Company’s business, operations and systems, including the potential effect on the financial statements of major risk and exposures facing the Company. In addition, our Audit Committee obtains and reviews, at least annually, a report by PwC describing: •the firm’s internal quality-control procedures; •any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation of the firm by governmental or professional authorities, within the preceding five years, and any steps taken to deal with any such issues; and •an assessment of PwC’s independence and relationships between PwC and the Company. Based upon the foregoing, and in light of the quality of audit services and sufficiency of resources provided, our Audit Committee believes selecting PwC as our Company’s independent auditor for 2025 would be in the best interest of the Company and its shareholders and recommends the retention of PwC as our Company’s independent auditor for 2025. INDEPENDENT AUDITOR FEE INFORMATION The following table presents fees for professional audit services rendered by PwC for the audit of our annual consolidated financial statements for 2024 and 2023 and fees for other services rendered by PwC in 2024 and 2023.

  88. EQUITY COMPENSATION PLANS INFORMATION

    | | 2024 | 2023 | | Audit fees(1) | $9,186,140 | $9,417,010 | | Audit-related fees(2) | $268,000 | $464,000 | | Tax fees(3) | $416,500 | $254,630 | | All other fees | $8,000 | $10,000 |

  89. EQUITY COMPENSATION PLANS INFORMATION

    (1)We paid audit fees, including costs, for the years ended December 31, 2024 and December 31, 2023, for professional services rendered in connection with: •the audits of our consolidated financial statements, of management’s assessment of internal controls over financial reporting and of the effectiveness of these controls •the statutory and U.S. GAAP audits of various subsidiaries •review of quarterly financial statements •SEC registration statements (2)Audit-related fees for the years ended December 31, 2024 and December 31, 2023 related to audits of our employee benefit plans, audit procedures not required by statute or regulation, and agreed upon procedures related to our proxy statement. (3)Tax fees for the years ended December 31, 2024 and December 31, 2023 related to both tax compliance and tax consulting services. Compliance-related tax fees for 2024 and 2023 were primarily for professional services rendered in connection with the preparation of the 2023 and 2022 federal tax returns. Compliance-related tax fees for 2024 also included a tax general and administrative expenses capitalization analysis. Tax consulting fees for 2024 and 2023 related to tax planning, transfer pricing services and other professional services. PRE-APPROVAL POLICY OF AUDIT AND NON-AUDIT SERVICES The Audit Committee pre-approved all of the fees described above. The Audit Committee has adopted policies and procedures for the pre-approval of all audit and permissible non-audit services provided by our independent auditor, PwC. The Audit Committee provides a general pre-approval of certain audit and non-audit services on an annual basis. The types of services that may be covered by a general pre-approval include other audit services, audit-related services and permissible non-audit services. If a type of service is not covered by the Audit Committee’s general pre-approval, the Audit Committee must review the service on a specific case by case basis and pre-approve it if such service is to be provided by the independent auditor. Annual audit services engagement terms and fees require specific pre-approval of the Audit Committee and management and the auditor will report actual fees versus the budget periodically throughout the year by category of service. Any proposed services exceeding pre-approved costs also require specific pre-approval by the Audit Committee. For both types of pre-approval, the Audit Committee will consider whether such services are consistent with the SEC’s rules on auditor independence. Either the Audit Committee Chair or the entire Audit Committee must pre-approve the provision of any significant additional audit fees in excess of the budgeted amount and/or any excess related to non-audit fees over the budgeted amount. All fees related to internal control work are pre-approved by the Audit Committee before such services are rendered. The Audit Committee pre-approved all of the fees described above pursuant to its pre-approval policies and procedures. AUDIT COMMITTEE REPORT* The Audit Committee consists of four members of the Board of Directors. The Board of Directors has determined that each Audit Committee member is: •independent, as that concept is defined in Section 10A of the Exchange Act, the SEC rules promulgated thereunder, and the NYSE listing standards, of our Company and our management; •financially literate, as contemplated by the NYSE listing standards; and •an audit committee financial expert, as that term is defined under Item 407(d) of Regulation S-K. The Audit Committee operates under a written charter approved by the Board of Directors, a copy of which is available on our website at www.assuredguaranty.com/governance. Each year, the Audit Committee reviews the charter and reports to the Board of Directors on its adequacy. As more fully described in the charter, the primary purpose of the Audit Committee is to assist the Board of Directors in its oversight of the integrity of our financial statements and financial reporting process; our compliance with legal and regulatory requirements and ethics programs established by management; the system of internal control over accounting and financial reporting; the independent audit process and the independent auditor's qualifications; independence and performance; and the performance of our internal audit function. Our Company’s management prepares our consolidated financial statements in accordance with U.S. GAAP. Management is also responsible for establishing and maintaining the financial reporting process that generates the statements, including adequate internal controls over that process, and for assessing the effectiveness of the internal controls. PwC, who is responsible for planning and conducting an independent audit of our Company’s consolidated financial statements in accordance with the standards of the United States Public Company Accounting Oversight Board (PCAOB) and for expressing an opinion as to the conformity of these financial statements with U.S. GAAP, also audits the effectiveness of our internal controls over financial reporting. The Audit Committee, on behalf of the Board of Directors, monitors and reviews these processes, acting in an oversight capacity relying on the information provided to it and on the representations made to it by our management, PwC and other advisors. Management has also retained Ernst & Young LLP, which we refer to as EY, to provide services to support our Company’s internal audit program and compliance with Section 404 of the Sarbanes Oxley Act of 2002. During the last year and earlier this year, as part of its oversight of management's preparation of our Company’s Form 10-K, the Audit Committee: •reviewed and discussed our quarterly financial reports on Form 10-Q and the audited financial statements contained in the Form 10-K with management and PwC; •reviewed and discussed our quarterly and year-end earnings press releases and related materials; •reviewed the overall scope and plans for the internal and independent audits and the results of such audits; •reviewed critical accounting estimates and policies and the status of our loss reserves; •reviewed and discussed with management, including our Chief Financial Officer and Chief Accounting Officer, and with PwC, the effect on our financial statements of our approximately 30% interest in Sound Point Capital Management, LP; •reviewed with management the effect on our financial statements and overall financial reporting of the combination of our two U.S. insurance companies into one larger insurance company; •reviewed and discussed with management, including our General Counsel and Chief Compliance Officer, the effect on our financial statements of litigation and changes in regulation, and our compliance with our conflict of interest and global code of ethics policies; •reviewed and discussed our enterprise risk management and insurance underwriting with our Chief Risk Officer, coordinating the oversight of enterprise risk management and insurance underwriting with the Risk Oversight Committee and with the Board; •reviewed and discussed cybersecurity and business continuity risks, and risk management, related to financial systems with our Chief Technology Officer and Chief Information Security Officer, in coordination with the Risk Oversight Committee's supervision of the Company's information technology and cybersecurity risk management processes and controls, and with the Board's overall supervision of management's establishment and operation of a cybersecurity program;

  90. EQUITY COMPENSATION PLANS INFORMATION

    * The information contained in this Audit Committee Report shall not be deemed to be “soliciting material” or “filed” or incorporated by reference in future filings with the SEC, or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that the Company specifically requests that the information be treated as soliciting material or specifically incorporates it by reference into a document filed under the Securities Act or the Exchange Act. •reviewed and discussed SEC-proposed rules to enhance and standardize cybersecurity- and climate-related disclosures in our financial statements; •received periodic updates from management regarding environmental, social, and governance matters that may have a significant impact on the Company's financial statements; •reviewed our compliance with the requirements of Sarbanes Oxley Section 404 and our internal controls over financial reporting, including controls to prevent and detect fraud; •reviewed our whistleblower policy and its application; •discussed with PwC all the matters required to be discussed by U.S. GAAP, including the matters required to be discussed by the applicable requirements of the PCAOB and the SEC, such as: –PwC’s judgments about the quality, not just the acceptability, of our Company’s accounting principles as applied in our financial reporting; –methods used to account for significant or unusual transactions; –the effect of significant accounting policies in controversial or emerging areas for which there is a lack of authoritative guidance or consensus and material alternative treatments; –the process used by management in formulating particularly sensitive accounting estimates and judgments, and the basis for PwC’s conclusions regarding the reasonableness of those estimates and judgments; –disagreements with management (of which there were none) over the application of accounting principles, the basis for management’s accounting estimates, and disclosures in the financial statements; and –any significant audit adjustments and any significant deficiencies in internal control; •reviewed and discussed with PwC the critical audit matter (CAM) as disclosed in their audit report on our consolidated financial statements; •reviewed and approved the Company's policy with regard to the hiring of current or former employees of PwC; •reviewed all other material written communications between PwC and management; and •discussed with PwC their independence from our Company and management, including a review of audit and non-audit fees, and reviewed in that context the written disclosures and the letter required by the applicable requirements of the PCAOB regarding the independent auditor’s communications with the Audit Committee concerning independence. At each quarterly meeting, EY has the opportunity to address pending issues with the Audit Committee and to report the results of internal audits and pending issues, and semi-annually specifically reviews the overall internal audit program. At each meeting, the Audit Committee meets in executive session (i.e., without management present) with representatives of PwC to discuss the results of their examinations and their evaluations of our internal controls and overall financial reporting. Similar executive sessions are held at least semi-annually with representatives of EY. In addition, the Audit Committee meets regularly with certain members of senior management in separate sessions. Based on the review and discussions referred to above, and in reliance on the information, opinions, reports or statements presented to the Audit Committee by our Company’s management and PwC, the Audit Committee recommended to the Board of Directors that the December 31, 2024 audited consolidated financial statements be included in our Company’s Annual Report on Form 10-K. The foregoing report has been approved by the Audit Committee. Bonnie L. Howard, Chair Mark C. Batten Thomas W. Jones Courtney C. Shea PROPOSAL NO. 4: PROPOSALS CONCERNING OUR SUBSIDIARY, ASSURED GUARANTY RE LTD. In accordance with AGL’s Bye-Laws, if AGL is required or entitled to vote at a general meeting of any direct non-United States subsidiary of AGL, AGL’s directors must refer the matter to the shareholders of AGL and seek authority from AGL’s shareholders for AGL’s representative or proxy to vote in favor of the resolution proposed by the subsidiary. AGL’s directors must cause AGL’s representative or proxy to vote AGL’s shares in the subsidiary pro rata to the votes received at the general meeting of AGL. In addition, AGL’s Board of Directors, in its discretion, may require that the organizational documents of each subsidiary of AGL organized under the laws of a jurisdiction outside the United States contain provisions substantially similar to these provisions. As a consequence, we are proposing that our shareholders authorize AGL to vote in favor of the following matters to be presented at the next annual general meeting of our subsidiary, Assured Guaranty Re Ltd., which we refer to as AG Re. PROPOSAL 4.1 — ELECTION OF AG RE DIRECTORS We propose that AGL be directed to elect the following ten directors of AG Re: Robert A. Bailenson, Gary F. Burnet, Ling Chow, Stephen Donnarumma, Dominic J. Frederico, Darrin G. Futter, Jorge A. Gana, Holly L. Horn, Benjamin G. Rosenblum and Walter A. Scott, with such persons constituting the entire board of directors of AG Re, to serve for one year terms commencing at the annual general meeting of AG Re. Other than Mr. Scott, each nominee is an officer of AGL or one of its subsidiaries and each has consented to serve as a director of AG Re without a fee if elected. Mr. Scott has also been nominated to serve as an independent non-executive director of Assured Guaranty Re Overseas Ltd., which we refer to as AGRO, and which is a wholly owned reinsurance subsidiary of Assured Guaranty Ltd., for a one year term commencing at the annual general meeting of AGRO. For the 2024 - 2025 term, Mr. Scott received a director's fee of $10,000 for serving on AG Re's board and an additional director’s fee of $10,000 for serving on AGRO's board. We do not expect that any of the nominees will become unavailable for election as a director of AG Re, but if any nominees should become unavailable prior to the meeting, proxy cards, whether submitted by telephone, via the Internet or by mail, authorizing the proxies to vote for the nominees will instead be voted for substitute nominees recommended by AG Re’s board of directors. Proposal 4.1 is Item 4A on the proxy card.

  91. EQUITY COMPENSATION PLANS INFORMATION

    | • | Our Board of Directors recommends that you direct AGL to vote “FOR” each of the nominees. |

  92. EQUITY COMPENSATION PLANS INFORMATION

    The biographies for these nominees are set forth below. Assured Guaranty Municipal Corp, which we refer to as AGM in the biographies below, was merged with and into AG (formerly Assured Guaranty Corp. and renamed Assured Guaranty Inc.) as of August 2024. Robert A. Bailenson, age 58, has been Chief Operating Officer of AGL since January 1, 2024. Mr. Bailenson has been with Assured Guaranty and its predecessor companies since 1990. Mr Bailenson was Chief Financial Officer of AGL from June 2011 through December 2023. Prior to that, Mr. Bailenson became Chief Accounting Officer of AG in 2003, of AGL in May 2005, and of AGM in July 2009, and served in such capacities until 2019. He was Chief Financial Officer and Treasurer of AG Re from 1999 until 2003 and was previously the Assistant Controller of Capital Re Corp., the Company’s predecessor. Mr. Bailenson’s background as the Chief Operating Officer of AGL and former Chief Financial Officer and his experience as an accountant provides an important perspective to the Board of Directors of AG Re. Gary F. Burnet, age 54, has been President of AG Re since August 2012, and prior to that he served as the Managing Director — Chief Credit Officer of AG Re from 2006 until his appointment as President. Mr. Burnet also served as the Vice President — Risk Management and Operations of AG Re from 2002 to 2005. Prior to joining our Company, Mr. Burnet’s previous experience included two years at ACE Asset Management, where he was Investment Officer with responsibility for developing and modeling the ACE group’s consolidated investment and insurance credit risk. Prior to ACE Asset Management, he was an Assistant Vice President — Investments at ACE Bermuda. Mr. Burnet trained as a Chartered Accountant with Geoghegan & Co. CA from 1993 to 1996 in Edinburgh Scotland and also worked as an audit senior for Coopers & Lybrand from 1996 to 1998 in Bermuda. As the President of AG Re, Mr. Burnet has the most comprehensive knowledge of its operations, including the key areas of underwriting credit risk, accounting and risk management. Ling Chow, age 54, has been General Counsel and Secretary of AGL since 2018. She is responsible for legal affairs and corporate governance at the Company, including its litigation and other legal strategies relating to distressed credits, and its corporate, compliance, regulatory and disclosure efforts. She is also responsible for the Company’s human capital management function. Ms. Chow began her tenure at the Company in 2002 as a transactional attorney, working on the insurance of structured finance and derivative transactions. She previously served as Deputy General Counsel and Assistant Secretary of AGL from May 2015 and as Assured Guaranty’s U.S. General Counsel from June 2016. Prior to that, Ms. Chow served as Deputy General Counsel of Assured Guaranty’s U.S. subsidiaries in several capacities from 2004. Before joining Assured Guaranty, Ms. Chow was associated with law firms where she was responsible for transactional work associated with public and private mergers and acquisitions, venture capital investments and private and public securities offerings. Ms. Chow’s experience as an attorney and her position as the General Counsel of AGL enable her to make valuable contributions as a member of the Board of Directors of AG Re. Stephen Donnarumma, age 62, has been the Chief Credit Officer of AG since 2007, and of AGM from 2009 until its merger with and into AG in 2024. Mr. Donnarumma joined Assured Guaranty in 1993 and has held a number of positions over the years, including Deputy Chief Credit Officer of AGL, Chief Operating Officer and Chief Underwriting Officer of AG Re, Chief Risk Officer of AG, and Senior Managing Director, Head of Mortgage and Asset-backed Securities of AG. Prior to joining Assured Guaranty, Mr. Donnarumma was with Financial Guaranty Insurance Company from 1989 until 1993, where his responsibilities included underwriting domestic and international financial guaranty transactions. Prior to that, he served as a Director of Credit Risk Analysis at Fannie Mae from 1987 until 1989. Mr. Donnarumma was also an analyst with Moody’s Investors Services from 1985 until 1987. Mr. Donnarumma’s experience with credit analysis and risk management, and his position as the Chief Credit Officer of AG, provides an important perspective to the Board of Directors of AG Re. Dominic J. Frederico — See Mr. Frederico’s biography in “Election of Directors — Nominees for Director.” The benefits of his experience described therein with respect to the Board of Directors of AGL also make him valuable as a director of AG Re. Darrin G. Futter, age 50, was elected Financial Controller of AG Re and AGRO in 2007, prior to which he worked for Deloitte Ltd. in the Bermuda office and worked as a consultant to AG Re. Mr. Futter has worked in various senior audit roles with Ernst and Young LLP in the U.S. and KPMG in Zimbabwe, where he completed his Articles of Clerkship in 2000. He holds a Bachelor of Accounting Science (Hon.) degree from the University of South Africa and is also a Chartered Accountant and a member of the Institute of Chartered Accountants of Zimbabwe. Mr. Futter’s extensive audit experience provides an important perspective to the Board of Directors of AG Re. Jorge A. Gana, age 54, has been Chief Risk Officer of AGL and Chair of the U.S. Risk Management and the Portfolio Risk Management Committees since 2023. Mr. Gana also maintains primary responsibility for the environmental aspect of Assured Guaranty’s ESG efforts. Prior to that, Mr. Gana served as Deputy Chief Risk Officer of AGM and AG. Mr. Gana joined Assured Guaranty in 2005 as a Director in Structured Finance. Over the years, Mr. Gana has held a number of positions at Assured Guaranty, including Managing Director, Structured Finance at AG, Senior Managing Director of Workouts and Government & Corporate Affairs at AGM and AG, and chair of AGM's and AG's Workout Committees. Mr. Gana continues to serve as a voting member of AG's Credit and Workout Committees. Prior to joining Assured Guaranty, Mr. Gana served as a Director of Global Commercial Asset Securitization for XLCA (now Syncora). Prior to XLCA, Mr. Gana worked at Natexis Banques Populaires (now Natixis) and at Banco Santander in global capacities dealing with credit and risk, managing investment portfolios, originating complex transactions, and issuing repackaged debt. Mr. Gana also worked for the Chile Economic Development Agency, New York Office, and as Editor of the Chile Economic Report until 1996. Mr. Gana’s experience in risk management, credit analysis and workouts and his position as Chief Risk Officer of AGL provides an important perspective to the Board of Directors of AG Re. Holly L. Horn, age 64, has been Chief Surveillance Officer of of AGL and AG since 2022. Prior to that, Ms. Horn served as AGM's and AG's Chief Surveillance Officer, Public Finance, where she was responsible for ongoing surveillance, monitoring and loss mitigation of municipal risks insured by Assured Guaranty across all sectors of the municipal market. She joined AGM in 2003 as a director in the healthcare underwriting group, where she was responsible for analyzing and recommending the insurability of health care credits. She also served as a director in AGM's healthcare surveillance group. Ms. Horn began her public finance career at Inova Health System, a nationally ranked integrated health care delivery system and subsequently served as a senior manager for the national healthcare strategy practice at Ernst & Young. Ms. Horn’s surveillance expertise and her position as the Chief Surveillance Officer of AGL and AG enhance the deliberations of the Board of Directors of AG Re.

  93. EQUITY COMPENSATION PLANS INFORMATION

    Benjamin G. Rosenblum, age 51, has been Chief Financial Officer of AGL since January 1, 2024. Prior to that, Mr. Rosenblum was Chief Actuary of AGL from 2021 through December 2023, and also Chief Actuary of AG from 2010 through October 2024. He joined Assured Guaranty in 2004, responsible for the loss reserve function at AG Re and AGRO, later assuming the same responsibilities at Assured Guaranty UK Limited and at Assured Guaranty (Europe) SA. He became a Senior Managing Director in 2015, and has been in charge of accounting and financial reporting since 2019. Mr. Rosenblum's actuarial and accounting expertise and his position as the Chief Financial Officer of AGL provides an important perspective to the Board of Directors of AG Re. Walter A. Scott, age 87, was the Chair of the AGL Board of Directors from May 2005 until his retirement in May 2013, and a director of AGL from 2004 through 2013. Mr. Scott was Chair, President and Chief Executive Officer of ACE from 1991 until his retirement in 1994, and President and Chief Executive Officer of ACE from 1989 to 1991. Subsequent to his retirement he served as a consultant to ACE until 1996. Mr. Scott was a director of ACE from 1989 through May 2005. Prior to joining ACE, Mr. Scott was President and Chief Executive Officer of Primerica’s financial services operations. Mr. Scott currently serves as the Chair of the Board of Wachusett Brewing Company, Inc. and was also the Chair of Vermont Hard Cider Company, LLC from 2003 until 2012, when that company was sold. Mr. Scott is an Emeritus Trustee of Lafayette College and a founding trustee of the Bermuda Foundation for Insurance Studies. Mr. Scott’s tenure on the AGL Board of Directors and lengthy experience at senior levels in the financial services industry allow him to provide valuable perspective to the Board of Directors of AG Re. PROPOSAL 4.2 — APPOINTMENT OF AG RE AUDITOR We propose that AGL be directed to appoint PwC as the independent auditor of AG Re for the fiscal year ending December 31, 2025, subject to PwC being appointed as our Company’s independent auditor. We expect representatives of PwC to be present at AGL’s Annual General Meeting with an opportunity to make a statement if they wish and to be available to respond to appropriate questions. Proposal 4.2 is Item 4B on the proxy card. The following table presents fees for professional audit services rendered by PwC for the audit of AG Re’s financial statements for 2024 and 2023.

  94. EQUITY COMPENSATION PLANS INFORMATION

    | | 2024 | 2023 | | Audit fees | $100,000 | $95,400 | | Audit — related fees | — | — | | Tax fees | — | — | | All other fees | — | — |

  95. EQUITY COMPENSATION PLANS INFORMATION

    The above audit fees are also included in the audit fees shown in “Proposal No. 3: Appointment of Independent Auditor.” Other Matters. The Board of Directors of AGL does not know of any matter to be brought before the annual general meeting of AG Re that we have not described in this proxy statement. If any other matter lawfully comes before the annual general meeting of AG Re, AGL’s representative or proxy will vote in accordance with their judgment on such matter.

  96. EQUITY COMPENSATION PLANS INFORMATION

    | • | Our Board of Directors recommends that you direct AGL to vote “FOR” each of the proposals concerning AGL’s subsidiary, AG Re. |