DEF 14A of Assured Guaranty LTD
Filed Mar 18, 2026 · FY20250001273813-26-000028
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 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 2025. •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. •We have established an insider trading policy that sets out guidelines for our officers, directors and employees with respect to transactions in our Company’s securities that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and NYSE listing standards. The policy details the circumstances under which such individuals may, after obtaining consent, buy and sell such securities. The policy also sets out the circumstances under which such individuals are authorized to enter into, amend or terminate equity trading plans established according to Section 10b5-1 of the Securities Exchange Act of 1934, as amended (which we refer to as the Exchange Act) with an independent broker-dealer. •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-related financial risks, and aspects of human capital management, such as recruiting and retention, training and development, and corporate culture and employee engagement. •We adopted a Climate Risk Management Statement that articulates our approach to understanding, managing, and mitigating material risks to our business associated with climate-related vulnerabilities and to operating our business in a sustainable manner. Our Board reviews it annually and the current version is 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:
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’ 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 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. |
OTHER CORPORATE GOVERNANCE HIGHLIGHTS
Our Nominating and Governance Committee has the authority to retain search firms 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 directors with a wide range of individual skills, experience, knowledge, background, and perspectives is critical to its ability to perform its duties and various roles. Accordingly, in recommending nominees, our Board considers individuals who can complement and expand its collective skills. 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, prominence and sound reputation in their fields, as well as having a global business perspective and commitment to 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 2026 Annual General Meeting. With respect to the 2027 Annual General Meeting, AGL must receive such written notice on or prior to January 31, 2027. 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. Our Audit Committee, Compensation Committee, and Nominating and Governance 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.
OTHER CORPORATE GOVERNANCE HIGHLIGHTS
| The Audit Committee | Chair: Mark C. Batten / 4 meetings during 2025 | | Other Audit Committee members: Bonnie L. Howard, Thomas W. Jones | |
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, artificial intelligence and data privacy 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.”
OTHER CORPORATE GOVERNANCE HIGHLIGHTS
| The Compensation Committee | Chair: Bonnie L. Howard / 5 meetings during 2025 | | Other Compensation Committee members: Thomas W. Jones, Yukiko Omura | |
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 CEO on senior management development and succession planning. Our Compensation Committee is responsible for the oversight of Company risks related to senior management retention, development, succession planning and compensation. Our Compensation Committee’s meetings included discussions with FW Cook to review executive compensation trends and comparator group compensation data and to evaluate the risk of our executive compensation program.
OTHER CORPORATE GOVERNANCE HIGHLIGHTS
| The Environmental and Social Responsibility Committee | Chair: Alan J. Kreczko / 4 meetings during 2025 | | Other Environmental and Social Responsibility Committee members: Yukiko Omura, Lorin P.T. Radtke, Courtney Shea, Antonio Ursano, Jr. | |
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, opportunities, and stewardship, (ii) corporate social responsibility, (iii) aspects of human capital management, and (iv) related stakeholder engagement.
OTHER CORPORATE GOVERNANCE HIGHLIGHTS
| The Finance Committee | Chair: Yukiko Omura / 4 meetings during 2025 | | Other Finance Committee members: Mark C. Batten, Lorin P.T. Radtke, Courtney C. Shea, Antonio Ursano, Jr. | |
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.
OTHER CORPORATE GOVERNANCE HIGHLIGHTS
| The Nominating and Governance Committee | Chair: Francisco L. Borges / 4 meetings during 2025 | | Other Nominating and Governance Committee members: Bonnie L. Howard, Thomas W. Jones, Alan J. Kreczko | |
OTHER CORPORATE GOVERNANCE HIGHLIGHTS
Our Nominating and Governance Committee is responsible for CEO succession planning and the senior leadership team organizational structure. 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 and compliance with applicable anti-corruption and anti-bribery laws. 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.
OTHER CORPORATE GOVERNANCE HIGHLIGHTS
| The Risk Oversight Committee | Chair: Lorin P.T. Radtke / 4 meetings during 2025 | | Other Risk Oversight Committee members: Mark C. Batten, Alan J. Kreczko, Courtney C. Shea, Antonio Ursano, Jr. | |
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, artificial intelligence, data privacy, and outsourcing and vendor management) and other risks concerning our Company’s governance, reputation and ethical standards.
OTHER CORPORATE GOVERNANCE HIGHLIGHTS
| The Executive Committee | Chair: Francisco L. Borges / No meetings during 2025 | | Other Executive Committee members: Dominic J. Frederico, Bonnie L. Howard, Yukiko Omura | |
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 each non-executive director holds such number of Common Shares that have an aggregate market value of at least $600,000, which represents five times the maximum cash portion of the annual director retainer (exclusive of committee fees). The number of Common Shares required to be held is calculated on an annual basis each April 1 using the average closing price on the NYSE of a Common Share over the 40 consecutive trading days ending on the date of grant of our annual equity awards to employees. A director is not permitted to dispose of any Common Shares received as compensation from our Company until the director reaches the share ownership guideline. 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. Ursano, who joined our Board in May 2025, along with Mr. Batten, who joined our Board in February 2024, are accumulating Common Shares toward their ownership goals, while our other non-executive directors, who have served on our Board longer, meet their 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 cause the Company 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 2025. In 2025, 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 comparator group at the time of the review and broader market segment using data from FW Cook’s 2024 Director Compensation Report. 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 chairs 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 avoid the perception of conflicts of interest •a meaningful and robust share ownership guideline ensures alignment between directors and shareholders The compensation level for our non-executive directors for the 2025-2026 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 2025 non-executive director compensation, including compensation for the directors’ committee assignments as of such date.
OTHER CORPORATE GOVERNANCE HIGHLIGHTS
| Name | Fees Earned or Paid in Cash | Share Awards(1) | All Other Compensation(2) | Total | | Mark C. Batten (3) | $190,000 | $145,000 | — | $335,000 | | Francisco L. Borges (4) | $345,000 | $145,000 | $17,366 | $507,366 | | Bonnie L. Howard | $190,000 | $145,000 | $31,183 | $366,183 | | Thomas W. Jones | $165,000 | $145,000 | $32,460 | $342,460 | | Alan J. Kreczko (5) | $180,000 | $145,000 | $32,165 | $357,165 | | Yukiko Omura | $180,000 | $145,000 | — | $325,000 | | Lorin P.T. Radtke | $180,000 | $145,000 | $33,968 | $358,968 | | Courtney C. Shea | $165,000 | $145,000 | $27,693 | $337,693 | | Antonio Ursano, Jr. | $165,000 | $145,000 | $30,799 | $340,799 |
CD&A ROADMAP
| Other Named Executive Officer Compensation Decisions | 55 | | Non-Financial Objectives and Achievements of the Other Named Executive Officers | 55 | | Compensation Decisions for Our Other Named Executive Officers | 57 | | Compensation Governance | 59 | | The Role of the Board’s Compensation Committee | 59 | | The Role of the Independent Consultants | 59 | | Executive Compensation Comparator Group | 59 | | Executive Officer Recoupment Policy and Related Forfeiture and Termination for Cause Provisions | 60 | | Share Ownership Guidelines | 61 | | Anti-Hedging Policy | 61 | | Anti-Pledging Policy | 61 | | Award Timing | 62 | | Post-Employment Compensation | 62 | | Retirement Benefits | 62 | | Severance | 62 | | Change in Control Benefits | 62 | | Tax Treatment | 63 | | Non-GAAP Financial Measures | 63 |
CEO TOTAL COMPENSATION
| ■ | Fixed Compensation-Base Salary | | ■ | Performance-Based Cash Incentive Payout | | ■ | Time-Based Equity1 | | ■ | Performance-Based Equity1 |
Executive Compensation Program Highlights
| What We Do | | What We Don't Do | | | ✓ | Pay for performance | • | Allow officers, directors or employees to hedge our Common Shares | | ✓ | Engage an independent compensation consultant that works directly for the Compensation Committee | • | Provide excise tax reimbursements and gross-up payments in the case of a change of control | | ✓ | Evaluate pay levels and pay practices against relevant market data | • | Enter into employment agreements with executive officers | | ✓ | Maintain robust share ownership guidelines for our executives (7x salary multiple for CEO; 5x salary multiple for other executive officers) | • | Pay dividends or dividend equivalents on grants of any PSUs or RSUs prior to vesting | | ✓ | Subject all time and performance-based equity awards to robust compensation recovery claw-back requirements that exceed SEC requirements | • | Provide guaranteed equity awards or bonuses to named executive officers | | ✓ | Have “double-trigger” change-in-control provisions in our long-term incentive awards | • | Provide excessive or unusual perquisites | | ✓ | Carefully manage risk in our compensation program to protect against unintended outcomes | | | | ✓ | Hold annual “Say on Pay” advisory votes | | | | ✓ | Prohibit officers, directors and employees from pledging our shares without the approval of both our General Counsel and the Nominating and Governance Committee | | |
Executive Compensation Program Highlights
We Align Pay With Performance The Compensation Committee structured our program to provide meaningful pay-for-performance alignment with an appropriate balance between downside risk and upside opportunity. In early 2025, the Compensation Committee adopted formal performance and payout ranges — threshold, target and maximum levels — for each financial performance measure used in the non-equity incentive plan 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. The Compensation Committee retains the discretion to modify the non-equity incentive payout, including (i) in the case of non-recurring items as determined by the Compensation Committee, and (ii) to reduce the non-equity incentive payout if a target is set below the prior year result, even if such target is achieved or exceeded.
Executive Compensation Program Highlights
| Rigorous Performance Requirements | Strong Pay-for-Performance Alignment | Reasonable Maximum Opportunity | Risk Mitigation Features | Active Committee Oversight | | Incentive payouts are earned only upon achievement of clearly defined, pre-established performance thresholds | •Below threshold = 0% •Threshold achieved = 25% •Target achieved = 100% •Maximum achieved = 200% | Incentive payouts are capped at 200% of target to avoid windfall outcomes | Program includes capped payouts and balanced performance metrics | Compensation Committee retains discretion to modify payouts |
Executive Compensation Program Highlights
| 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 |
Components of Our Executive Compensation Program
Components of Our Executive Compensation Program For the 2025 performance year, the compensation package for our senior leadership team consists of three principal elements: base salary, cash incentive compensation and long-term equity incentives. Our practice is to review the components of our executive compensation package separately and monitor the total of the various components. We consider each component and the total against our compensation objectives described in “Overview of Philosophy and Design.” Decisions related to one compensation component (e.g., cash incentive compensation) generally do not materially affect decisions regarding any other component (e.g., long-term equity incentives) because the objectives of each element differ. Due to the seniority of the members of our senior leadership team, variable pay elements are emphasized, but no specific formula, schedule or structure is currently applied in establishing the percentage of total compensation delivered to the members of our senior leadership team through any particular compensation element. Base Salary Our Compensation Committee establishes the base salary of each member of our senior leadership team in consultation with FW Cook. We believe base salary is necessary to attract and retain key executives by providing appropriate compensation that is based on position, experience, scope of responsibility and performance. Base salary provides liquidity to each member of our senior leadership team and balances the levels of guaranteed pay with at-risk pay to properly manage our compensation-related risk. The amount is based on the responsibilities, skills and experience of each member of our senior leadership team, as well as market measures. The level of the base salary of each member of our senior leadership team reflects our Compensation Committee’s view of the contribution that executive has consistently made to our Company’s success over several years, the continuing importance of that executive to our Company’s future, and the difficulty and expense of replacing that executive with one of a similar caliber. Our Compensation Committee does not guarantee salary adjustments on an annual basis; in fact, our CEO’s base salary was last adjusted in February 2017. Base salary is set toward the beginning of the year and is paid to each member of our senior leadership team for ongoing service and performance throughout the year. For the 2025 performance year, our Compensation Committee established the base salaries of our senior leadership team in February 2025. Cash Incentive Compensation Unlike base salary, which is set at the beginning of the year in which it is paid, cash incentive compensation is determined after the end of the performance year to which such compensation relates. For the 2025 performance year, our Compensation Committee determined the amount of the cash incentive compensation in February 2026. Our Compensation Committee uses a formula to award cash incentive compensation in order to enhance the transparency of our process. The amount of cash incentive compensation is determined based on the extent to which the executive officers achieve certain pre-established performance targets; 67% is tied to the achievement of five financial performance targets and 33% is tied to the achievement of non-financial objectives. Our Compensation Committee considers the five financial performance measures to be important in assessing our Company and the performance of the executive officers, with each measure having a target weighting of 13.4% (for a total of 67% of the total achievement score) in the scorecards for our CEO and the other named executive officers other than Mr. Bailenson. At the beginning of the 2025 performance year, the Compensation Committee increased the target weighting of the PVP measure in Mr. Bailenson's scorecard from 13.4% to 25% to reflect his leadership of our Company’s financial guaranty underwriting businesses and origination strategies worldwide, and lowered the target weightings of the remaining four financial performance measures in his scorecard to 10.5% (for a total of 67%). Similar to the financial performance goals, the non-financial objectives also relate to matters that are important to our business. Our Compensation Committee believes the qualitative objectives are necessary to fully evaluate the annual achievements that benefit our shareholders, and it does not individually weight the non-financial objectives because it believes it is more appropriate to evaluate the level of achievement of all of the non-financial objectives in their totality. We provide a diagram of our formula for awarding our annual cash incentive compensation below: The financial performance measures for 2025 for all the executive officers, including Mr. Frederico, our CEO, are set out below. The non-financial objectives for Mr. Frederico are set out below under “CEO Performance Review — Cash Incentive — Mr. Frederico’s Non-Financial Objectives”, while certain of the non-financial objectives for the named executive officers other than Mr. Frederico are discussed below under “Compensation Decisions of Other Named Executive Officers.” For the 2025 performance year, the financial performance and payout ranges and the non-financial objectives for the named executive officers were established in February 2025, and our Compensation Committee determined the extent to which they had been satisfied in February 2026. The five financial goals are based on non-GAAP financial measures and four of the five are labeled “core” to distinguish them from similar non-GAAP financial measures. The four “core” measures have been adjusted to exclude the impact of consolidating certain variable interest entities and similar entities, which we refer to as VIEs, while the similar non-core measures have not been so adjusted. We include below on page 63 under “Non-GAAP Financial Measures” a description of the adjustments we make to the most comparable GAAP financial measures to arrive at these "core" measures.
2025 Financial Performance Measures
2025 Financial Performance Measures
2025 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. |
2025 Financial Performance Measures
Our Compensation Committee is responsible for setting compensation for our CEO and reviewing and approving the CEO’s compensation recommendations for the other members of the senior leadership team. 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 comparator group. 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. For the 2025 performance year, our Compensation Committee assigned each executive officer 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 reviews the calculation of the total financial performance measurement achievement score for each executive officer, assigns the CEO's non-financial objectives achievement score, and reviews the CEO's recommendations of non-financial objectives achievement scores for each of the other executive officers. For each financial performance measure, the achievement score is mathematically calculated as described below in "Changes to Our Executive Compensation Program for the 2025 Performance Year". For the non-financial objectives of Mr. Frederico, our Compensation Committee determines the 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. 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 the non-financial objectives of the rest of the executive officers, the scoring is done in the same manner as for Mr. Frederico, but our Compensation Committee reviews and approves the CEO's recommendations for their achievement scores. 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 because 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. Our Compensation Committee has maintained Mr. Frederico's Individual Target Cash Multiple at 2.0x since the 2018 performance year, and Mr. Frederico's salary has remained unchanged for the past nine 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. Our Compensation Committee retains the discretion to modify the non-equity incentive payout, including (i) in the case of non-recurring items as determined by the Compensation Committee, and (ii) to reduce the non-equity incentive payout if a target is set below the prior year result, even if such target is achieved or exceeded. This year, our Compensation Committee set all the 2025 targets above the 2024 results. Setting Financial Performance Targets Our Compensation Committee selected the five financial performance measures 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. For the 2025 performance year, the Compensation Committee set the target levels for each of the financial performance measures above the 2024 actual results, some substantially.
2025 Financial Performance Measures
2025 Financial Performance Measures
2025 Financial Performance Measures
| | 2025 Threshold | 2025 Target | 2025 Maximum | | Financial Performance Measurements* | | | | | Core operating income per diluted share | $4.49 | $8.97 | $13.46 | | Core operating ROE | 4.6% | 7.6% | 10.6% | | Core operating shareholders’ equity per share | $111.22 | $123.58 | $135.94 | | Core ABV per share | $166.84 | $185.38 | $203.92 | | PVP ($ millions) | $312 | $445 | $579 |
2025 Financial Performance Measures
Changes to Our Executive Compensation Program for the 2025 Performance Year Beginning with the 2025 performance year, the Compensation Committee added thresholds and maximums to its scoring of results against its financial performance measures. The Compensation Committee set the threshold and maximum levels for the financial performance measures with reference to management's recommendations and the Company's historical performance and forecasts, including the Company's 2025 operating budget, financial outlook, and strategic priorities, while also factoring macroeconomic headwinds and market volatility. Achieving the target results in an achievement score of 100%, while achieving the threshold results in an achievement score of 25% and achieving the maximum results in an achievement score of 200%. Achievements below the threshold result in an achievement score of 0% and achievements above the maximum result in an achievement score of 200%, while achievements between the threshold and the target and between the target and the maximum are calculated using straight line interpolation between 25% and 100% and between 100% and 200%, respectively. For the 2025 performance year, one financial performance measure result was below the threshold, and the executives received a score of 0% on this measure. At the beginning of the 2025 performance year, the Compensation Committee also adjusted the weightings of the financial performance measures in the scorecard for Mr. Bailenson to reflect a change in his responsibilities. While our five financial performance measures are weighted equally in the scorecards for our CEO and the other named executive officers, the financial performance measures for Mr. Bailenson are weighted to better align pay with performance and reflect his leadership of our Company's financial guaranty underwriting businesses and origination worldwide. * The five financial performance measurements are based on non-GAAP financial measures, which are described on page 63 under “Non-GAAP Financial Measures.”
2025 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 2025 performance year materially higher than the 2024 actual results. The Compensation Committee believes the 2025 targets it set for those measures were 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 2025 related to new financial guaranty policies we wrote in 2025, 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, unexpected mark-to-market movements of alternative investments, unexpected changes to reinvestment rates, and the level of refunding activity. In addition, variability of our share price and availability of funds for share repurchases may add to the challenges of reaching these goals. The Compensation Committee believes that the performance goals established for the 2025 performance period were appropriately rigorous and designed to require meaningful financial achievement in order to earn payout under our executive compensation program. For core operating income per diluted share, actual results achieved the threshold level but did not reach the target level of performance, resulting in a payout factor of 25%. For core operating return on equity, actual results met the target level of performance, resulting in a payout factor of 100%. |
2025 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, in the long-term, 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 long-term growth in the price of our Common Shares will follow. |
2025 Financial Performance Measures
| PVP. Our Compensation Committee set our 2025 PVP target nearly 11% higher than our 2024 actual results, consistent with our annual business plan for 2025 which challenged our senior leadership team to originate more financial guaranty business in 2025 than the financial guaranty business we originated in 2024. PVP is our most direct measurement of new insurance business origination. |
2025 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 2025 were calculated as follows:
2025 Financial Performance Measures
| Annual Individual Target Cash Incentive Amount | | | Annual Achievement Score (a percentage from 0% to 200%) | | | | | Annual Cash Incentive Payout | | ( | 2025 Base SalaryX | 2025 Individual Target Cash Incentive Multiple)X | ( | 2025 Financial Target Achievement Score (weighted 67%) | + | 2025 Non-Financial Objective Achievement Score (weighted 33%)) | = | 2025 Cash Incentive Payout |
2025 Financial Performance Measures
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 2025 performance year, our Compensation Committee determined the amount of equity incentive compensation in February 2026. 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 2026 grant with respect to the 2025 performance year, 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. 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.
2025 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. |
2025 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.
2025 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 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 are not delivered until one year after they vest. |
2025 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 comparator 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. Restricted Share Units
2025 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”. |
2025 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 11 through 14 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. Although our executive officers do not receive PRA for service as executive officers, we describe PRA in this proxy statement because Mr. Rosenblum, who became an executive officer in 2024, had a PRA grant outstanding in 2025 from before his appointment. Mr. Rosenblum received a cash distribution in March 2026 for the installment of his February 2023 PRA grant that vested on December 31, 2025, as reflected in footnote 2 to the Summary Compensation Table. The payouts are a function of our Company's growth in core ABV per share and core operating ROE during the relevant performance periods. Mr. Rosenblum received his final PRA payout in March 2026. 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 an amount equal to 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 Special Retention Awards As disclosed and discussed in the Compensation Discussion and Analysis section of our 2025 proxy statement, in February 2025, the Compensation Committee granted special retention awards consisting of special restricted share units to our Chief Operating Officer and our General Counsel under the 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. Each special retention award in the form of special RSUs was issued with a five-year cliff vesting schedule to support these goals and, unlike our typical equity awards, do not provide for full or partial vesting upon retirement, underscoring their intended retentive focus. Our Compensation Committee does not consider these awards to be a normal part of our executive compensation program and granted no other retention awards to executive officers in prior years.
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 2025 Financial Performance Targets In February 2025, our Compensation Committee established targets for five financial performance measurements for Mr. Frederico (and for each other executive officer) for the 2025 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. The Compensation Committee set all of the 2025 targets for the financial performance measurements above the 2024 actual results, some substantially, and viewed all of the 2025 targets as challenging in light of then current market conditions and the nature of our business model, as well as the unique earnings model of the financial guaranty insurance industry. Mr. Frederico’s 2025 Financial Performance Scores As we disclosed in last year's proxy statement, the Compensation Committee added threshold and maximum levels to its scoring of results against its financial performance measures in the 2025 performance year. Achieving the target results in an achievement score of 100%, while achieving the threshold results in an achievement score of 25% and achieving the maximum results in an achievement score of 200%. Achievements below the threshold result in an achievement score of 0% and achievements above the maximum result in an achievement score of 200%, while achievements between the threshold and the target and between the target and the maximum are calculated using straight line interpolation between 25% and 100% and between 100% and 200%, respectively. The scores for the 2025 performance year are shown in the table below. One financial performance measure was below the threshold, and the executives received a score of 0% on this measure. The Compensation Committee retains the discretion to modify the achievement score, including if a target is set below the prior year result, even if such target is achieved or exceeded; for the 2025 performance year, none of the targets were set below the prior year result. Our Compensation Committee weighted Mr. Frederico's financial performance measurement scores in accordance with the cash incentive formula, which resulted in a weighted total financial performance measurement achievement score of 57.5%, which was 11% below last year's score of 64.6%:
Summary 2025 CEO Performance Scorecard
Mr. Frederico's total achievement score of 100.4% for the 2025 performance year was 17% below his total achievement score of 120.7% for the 2024 performance year. Applying this achievement score to his Individual Target Cash Incentive Amount resulted in a cash incentive award of $2,510,955. This was $505,838 (or 17%) less than the $3,016,793 awarded to Mr. Frederico for the 2024 performance year and $985,095 (or 28%) less than the $3,496,050 awarded to Mr. Frederico for the 2023 performance year. In reviewing Mr. Frederico’s 2025 performance scorecard, our Compensation Committee determined that he had strong performance in a challenging year of given the mix of business presented by the market and persistent 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 to diversify 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 invested in alternative investments. The Compensation Committee also deemed it to be important to recognize that our PVP was below the threshold and our one-year TSR trailed the indices or groups to which we compare ourselves, and so concluded that it was appropriate that Mr. Frederico's short-term cash incentive decline.
Equity Compensation
Equity Compensation Our Compensation Committee awarded Mr. Frederico a target nominal value of $8,250,000 of long-term incentive compensation in the form of PSUs and RSUs for the 2025 performance year. This was $500,000, or 6%, below the target nominal value the Compensation Committee awarded Mr. Frederico last year. The Compensation Committee believes it is very important to reward Mr. Frederico for his long-term strategic vision and leadership since our initial public offering in 2004 through the present, and to incent him to continue his visionary strategic leadership. Over the years, under Mr. Frederico's strategic and visionary leadership, the Company has built a proven track record of long-term value creation. From multiple accretive acquisitions and disciplined actions to mitigate losses and strengthen the balance sheet, to his vision in initiating our capital management program in 2013 that, through February 25, 2026, has resulted in the distribution to our shareholders of approximately $6.8 billion in Common Share repurchases and dividends while repurchasing 81% of our Common Shares outstanding at December 31, 2012, to his acquisition at advantageous prices of several bond insurers that were no longer writing new business (or their insurance portfolios) to his more recent initiatives (a) to diversify our investments to include alternative investments that have enjoyed a 13% annualized internal rate of return since inception and (b) to diversify our earnings stream to financial services earnings streams independent of the risk-based premiums generated by our financial guaranty business, first by participating in asset management and most recently by establishing a platform for annuity reinsurance, Mr. Frederico's consistent focus of sustainable growth, prudent risk management, and thoughtful capital deployment has consistently led our Company to success and warrants recognition. The Compensation Committee took note of the signposts of our Company’s long-term success under Mr. Frederico’s visionary leadership. Our five-year TSR demonstrates the confidence of the equity markets in the long-term trajectory of our Company. We have enjoyed positive GAAP net income every year since Mr. Frederico led us since our 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 22 consecutive years of positive annual adjusted operating income. We have also experienced strong long-term growth in our per share value measures over those 22 years under Mr. Frederico's leadership, with our most recent five years shown in the graph below: Based on this long history of success of our Company under Mr. Frederico's visionary leadership, the Compensation Committee felt it was imperative to properly incent Mr. Frederico to continue to lead our Company into the future as we continue to execute on his long-term vision. The Compensation Committee also took note that we have missed our PVP target for consecutive years and the 2025 one-year TSR trailed the indices or groups to which we compare ourselves. As a result, the Compensation Committee felt that, while it was appropriate for Mr. Frederico's long-term equity incentive to decline, it should reflect the Compensation Committee's view of the importance to the Company's long-term success of Mr. Frederico's continued strategic leadership. The following table sets forth the target nominal amount of long-term incentive compensation our Compensation Committee awarded Mr. Frederico on February 20, 2026, 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 $87.14, which was the average closing price on the NYSE of our Common Shares over the 40 consecutive trading days ending on February 20, 2026. When we prepare the Summary Compensation Table, we report the value of the grants using GAAP, in accordance with the SEC’s rules. •Under GAAP, the fair value of an ABV PSU as of February 20, 2026 was determined to be $88.39. This value is based on the closing price of our Common Shares on that date, which 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 GAAP, the fair value of a Relative TSR PSU on February 20, 2026 was $105.98. 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 GAAP, the fair value of an RSU was $88.39, based our Common Share closing price on February 20, 2026. 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, 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 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 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 2026 long-term equity incentive grants under GAAP is set forth below.
Equity Compensation
| | Compensation Committee Target Nominal Value | Equity Granted (Shares) | GAAP Value | | ABV PSUs | $2,475,000 | 28,403 | $2,510,541 | | Relative TSR PSUs | $2,475,000 | 28,403 | $3,010,150 | | RSUs | $3,300,000 | 37,870 | $3,347,329 | | TOTAL | $8,250,000 | 94,676 | $8,868,020 |
Perquisites
Perquisites Our Compensation Committee reviewed the executive perquisites provided to Mr. Frederico in 2025. Our Compensation Committee noted the cost and personal inconvenience entailed in leading a Bermuda-based company with substantial operations in the U.S., U.K. and Europe, and evaluated the value of perquisites provided to Mr. Frederico against the values of perquisites provided to the chief executive officers of the five other Bermuda-based companies in our 2025 executive compensation comparator group. (Our current executive compensation comparator group, and how it changed from our 2024 executive compensation comparator group, is described under “Compensation Governance — Executive Compensation Comparator Group” below.) Based on information in the 2025 proxy statements of those five companies, in 2024, Mr. Frederico received the second lowest value of perquisites of the chief executive officers. On this basis, our Compensation Committee concluded that the value of perquisites provided to Mr. Frederico under our existing policies is reasonable.
Comparison to Executive Compensation Comparator Group
Comparison to Executive Compensation Comparator Group Our Compensation Committee considered FW Cook’s analysis of the compensation paid to chief executive officers in our 2024 executive compensation comparator group when evaluating the compensation of Mr. Frederico, although it has long recognized that the compensation comparator group has limitations. Our Company is the only publicly-traded financial services company primarily writing new financial guaranty business in today’s markets, and our executive compensation comparator group does not adequately reflect the same diversity of earnings from both an international financial guaranty insurance business and an asset management business. According to FW Cook, for the 2024 performance year, which is the most recent data available, the target total direct compensation for Mr. Frederico ranked above the 75th percentile of the amount for the CEOs of our 2024 executive compensation comparator group, reflecting the experience, leadership, specialized skill set and sustained performance of Mr. Frederico. Actual total direct compensation for Mr. Frederico paid for the 2024 performance year also ranked above the 75th percentile, reflecting our non-equity incentive payout for 2024 performance, which was aligned with our 2024 performance relative to our key business goals and strategies, as well as our strong TSR for that period.
OTHER NEOS' TOTAL AVERAGE COMPENSATION
OTHER NEOS' TOTAL AVERAGE COMPENSATION *Represents the Compensation Committee's target nominal value. Our five financial performance measures are weighted equally (at 13.4% of their total achievement scores) in the scorecards for our CEO and the other named executive officers other than Mr. Bailenson. At the beginning of the 2025 performance year, the Compensation Committee increased the weighting of the PVP goal in Mr. Bailenson's scorecard from 13.4% to 25% to reflect his leadership of our Company’s financial guaranty underwriting businesses and origination strategies worldwide, and lowered the weightings of the remaining four financial performance measures in his scorecard to 10.5%. Just as is the case with Mr. Frederico and the other named executive officers, the weightings of Mr. Bailenson's financial performance measures sum to 67%. Robert A. Bailenson, Chief Operating Officer Mr. Bailenson was responsible in the 2025 performance year for leading our financial guaranty underwriting businesses and origination strategies worldwide, as well as other initiatives for revenue generation. In that capacity, in 2025 he led various strategic initiatives to help us expand our financial guaranty business geographically and with respect to new asset classes. Mr. Bailenson is also responsible for our intellectual property and information technology, along with investor relations. More specifically, Mr. Bailenson: •Provided overarching global leadership to our Company's financial guaranty origination teams, resulting in us insuring $33 billion of par, more than we have in a decade; •Led our initiative to expand our financial guaranty insurance business by executing transactions in new sectors and in jurisdictions where we had not been active for some time, as well as attracting new buyers of our product; •Oversaw the streamlining of our U.S. public finance secondary market public finance insurance process to make it more market friendly, investing in systems upgrades and revamping our approval and pricing processes to allow us to respond with alacrity to inquiries on a large universe of U.S. public finance credits eligible for our insurance; •Oversaw the introduction of the Bloomberg Assured Secondary Market Interface to allow clients to see a large universe of live secondary market insurance offerings from us; •Oversaw the development of our fund finance business into a flow business (this business line generates faster earnings than other business lines and has the potential for frequent renewals, which would result in repeat premium generation); •Oversaw the continued development and smooth running of our information technology systems, including improving such systems to enhance operational efficiencies and support increased automation and following best practices in respect of appliable cybersecurity and privacy regulations; and •Developed and delivered responses to investor inquiries on various topics. Ling Chow, General Counsel Ms. Chow provides strategic legal advice for our Company's various business initiatives and manages our legal, regulatory and compliance functions across the globe. Under Ms. Chow’s direction in 2025, we were able to navigate the complex legal, regulatory and compliance environments in which our business operates to accomplish a number of significant corporate objectives. More specifically, Ms. Chow: •Led the legal and regulatory process resulting in our establishment of our new annuity reinsurance platform, Assured Life Reinsurance Ltd., which launched in January 2026, through the purchase of a Bermuda reinsurer; •Supervised the legal, regulatory and compliance aspects of originating, underwriting and closing transactions resulting in the issuance of over 1,700 policies or guarantees across multiple legal jurisdictions globally, including the expansion of such business into new geographies and asset classes; •Maintained open and transparent communications with multiple regulatory authorities across the globe and led ongoing regulatory engagement that enabled us to implement important strategic initiatives, including our establishment of our new annuity reinsurance platform and various strategies to improve our capital efficiency; •Managed the legal, regulatory and compliance issues related to the risk management and workout activities related to our financial guaranty business; •Managed all litigation matters relating to our Company, including those relating to our financial guaranty business; •Headed a Human Capital Management / Human Resource team that successfully executed on strategies to enhance employee engagement, development and retention; and •Managed executive succession planning for our directors, CEO and other members of senior management. Benjamin G. Rosenblum, Chief Financial Officer Mr. Rosenblum was responsible in the 2025 performance year for leading our accounting, finance and investment management teams, meeting all internal and external financial reporting requirements, optimizing our capital structure and tax status, and responding to inquiries from investors. Mr. Rosenblum has involved himself in all aspects of our business. More specifically, Mr. Rosenblum: •Led our expansion into the annuity reinsurance market with the establishment of Assured Life Reinsurance Ltd., which launched in January 2026; •Met the $500 million share repurchase goal in 2025, and returned a total of $569 million to our shareholders through share repurchases and dividends; •Increased the amount of our alternative investments by approximately 16% from $884 million at year-end 2024 to over $1 billion at year-end 2025, based on market value; •Evaluated alternative investment opportunities for the investment portfolios of our U.S. insurance company and other insurance subsidiaries within our Company; •Achieved an annualized inception-to-date internal rate of return of approximately 13% on our alternative investments; •Provided substantial support for several workouts; •Obtained a $300 million credit line from the Federal Home Loan Bank; •Was responsible for the timely and accurate filing of all financial reporting statements and tax returns; and •Developed and delivered responses to investor inquiries on various topics. Stephen Donnarumma, Chief Credit Officer Mr. Donnarumma was responsible in the 2025 performance year for overseeing the global credit underwriting process for our Company's public finance, structured finance, and infrastructure finance financial guaranty businesses. More specifically, Mr. Donnarumma: •Led our credit review of more than 2,000 transactions; •Led our credit review of proposed transactions in new geographical areas and with respect to new asset classes; •Developed new, streamlined underwriting procedures for our U.S. public finance secondary market transactions to substantially expedite the process; •Led the effort to obtain third-party ratings on the underlying credit of insured risks without such ratings, thereby substantially increasing the cushion against an important regulatory threshold; and •Continued to expand our criteria for assessing climate risk for new transactions and our approach to evaluating portfolio risks relating to climate.
Compensation Decisions for Our Other Named Executive Officers
| | (2025 Base SalaryX | 2025 Individual Target Cash Incentive Multiple)X | (Financial Performance Measurement Achievement Score (weighted 67%) | + | Individual Non- Financial Objectives Achievement Score (weighted 33%)) | = | 2025 Cash Incentive Payout | | Robert A. Bailenson | $900,000 | 2.00x | 45.1% | | 52.8% | | $1,761,946 | | Ling Chow | $675,000 | 2.00x | 57.5% | | 57.8% | | $1,556,391 | | Benjamin G. Rosenblum | $675,000 | 2.00x | 57.5% | | 57.8% | | $1,556,391 | | Stephen Donnarumma | $600,000 | 2.00x | 57.5% | | 57.8% | | $1,383,458 |
Compensation Decisions for Our Other Named Executive Officers
| | Fixed Compensation — Base Salary(1) | Incentive Compensation | | Total Direct Compensation | | | | Cash Incentive Compensation | Long-Term Equity Incentive Target Values(2) | | | Robert A. Bailenson | | | | | | 2024 Performance Year Compensation | $900,000 | $2,261,191 | $3,200,000 | $6,361,191 | | 2025 Performance Year Compensation | $900,000 | $1,761,946 | $3,000,000 | $5,661,946 | | Change from 2024 to 2025 | —% | (22.1)% | (6.3)% | (11.0)% | | Ling Chow | | | | | | 2024 Performance Year Compensation | $650,000 | $1,633,083 | $2,000,000 | $4,283,083 | | 2025 Performance Year Compensation | $675,000 | $1,556,391 | $1,900,000 | $4,131,391 | | Change from 2024 to 2025 | 3.8% | (4.7)% | (5.0)% | (3.5)% | | Benjamin G. Rosenblum | | | | | | 2024 Performance Year Compensation | $650,000 | $1,633,083 | $1,750,000 | $4,033,083 | | 2025 Performance Year Compensation | $675,000 | $1,556,391 | $1,750,000 | $3,981,391 | | Change from 2024 to 2025 | 3.8% | (4.7)% | —% | (1.3)% | | Stephen Donnarumma | | | | | | 2024 Performance Year Compensation | $600,000 | $1,467,861 | $1,000,000 | $3,067,861 | | 2025 Performance Year Compensation | $600,000 | $1,383,458 | $1,375,000 | $3,358,458 | | Change from 2024 to 2025 | —% | (5.8)% | 37.5% | 9.5% |
Compensation Decisions for Our Other Named Executive Officers
(1)These base salaries for each of the 2024 and 2025 performance years were established at the beginning of such performance year, in February. Accordingly, the 2025 base salaries for the named executive officers were established in February 2025. (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 GAAP values of the awards are: Mr. Bailenson, $3,224,672; Ms. Chow, $2,042,312; Mr. Rosenblum, $1,881,117; and Mr. Donnarumma, $1,478,065. For a description of why the GAAP values of these awards differ from our Compensation Committee’s target nominal value, please refer to page 53 above.
The Role of the Independent Consultants
The Role of the Independent Consultants For over 15 years, including in 2025, 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 2024. In 2025, 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 comparator 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 2025 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, and most recently in 2025 to evaluate whether the Russell Midcap Index - Financials remained an appropriate peer group for purposes of Item 201(e) of Regulation S-K under the Exchange Act. The Compensation Committee decided to continue to use the Russell Midcap Index - Financials as a peer group for Relative TSR PSUs granted in 2026.
Executive Compensation Comparator Group
Executive Compensation Comparator Group Our Compensation Committee examines pay data for the following 17 companies to review pay practices, identify compensation trends, and benchmark its executive compensation decisions:
Executive Compensation Comparator Group
| Affiliated Managers Group, Inc. | Federated Hermes, Inc. | Selective Insurance Group, Inc. | | AllianceBernstein Holding L.P. | First American Financial Corporation | SiriusPoint Ltd. | | Assurant, Inc. | Janus Henderson Group plc | The Hanover Insurance Group, Inc. | | AXIS Capital Holdings Limited | MGIC Investment Corporation | Virtus Investment Partners, Inc. | | Essent Group, Ltd. | Radian Group Inc. | White Mountains Insurance Group, Inc. | | Everest Re Group, Ltd. | RenaissanceRe Holdings Ltd. | |
Executive Compensation Comparator Group
Our Compensation Committee has long recognized that the comparator group has limitations. Our company is the only publicly-traded financial services company primarily writing new financial guaranty business in today’s markets. The current comparator group consists of companies that, like our Company, have a business model that involves underwriting or credit risk, a holding company structure, and similar size as measured by revenues, assets, and market capitalization. Notably, the comparator group consists primarily of mortgage finance and property and casualty insurance and reinsurance companies, along with five asset managers that invest in alternative investments. Despite the specialized nature of our primary financial guaranty business, our Compensation Committee looks for companies domiciled in Bermuda or with a similar size and global business model to ours, along with publicly traded asset management companies. Although the factors our Compensation Committee considers for its compensation decisions and the level of compensation may differ from those for the comparator group, our Compensation Committee finds it useful to consider the pay practices at these companies. In November 2025 and February 2026, FW Cook met with our Compensation Committee to review the comparator group and to discuss whether existing comparators should be removed from the group and if other companies should be considered for inclusion in the group. Based on FW Cook's review, and due to the acquisition of Enstar Group Limited (which had been one of the 18 companies in the 2025 executive compensation comparator group), FW Cook recommended to our Compensation Committee that it reduce the comparator group to consist of the 17 companies above. FW Cook advised our Compensation Committee that, as of December 31, 2025, our one-year TSR was at the 18th percentile of the current comparator group and our three-year TSR was at the 41st percentile of the current comparator group. FW Cook also informed our Compensation Committee that, as of September 30, 2025, our latest four quarters of net income was at the 31st percentile of the current comparator group and our total assets were at the 50th percentile.
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.
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. |
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.
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.”
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) | | | | 2025 | $13,841,716 | $14,466,768 | $5,933,117 | $5,862,896 | $311 | $201 | $543 | $186 | | 2024 | $14,933,252 | $25,665,738 | $4,538,512 | $5,886,320 | $306 | $176 | $392 | $170 | | 2023 | $13,477,512 | $26,808,821 | $3,765,333 | $5,379,798 | $251 | $134 | $761 | $156 | | 2022 | $13,606,009 | $28,885,520 | $3,662,609 | $6,060,272 | $205 | $119 | $137 | $142 | | 2021 | $14,536,062 | $23,817,693 | $4,277,028 | $5,930,256 | $162 | $136 | $419 | $130 |
EQUITY COMPENSATION PLANS INFORMATION
EQUITY COMPENSATION PLANS INFORMATION The following table summarizes our equity compensation plans as of December 31, 2025:
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 | — | — | 1,720,988(1) | | Equity compensation plans not approved by security holders | N/A | N/A | N/A | | TOTAL | — | — | 1,720,988 |
EQUITY COMPENSATION PLANS INFORMATION
(1)Includes 303,536 Common Shares reserved for issuance under the Assured Guaranty Ltd. Employee Stock Purchase Plan and includes 1,417,452 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 2025 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 28 to 64 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.
EQUITY COMPENSATION PLANS INFORMATION
| • | Our Board of Directors unanimously recommends that you vote “FOR” the following resolution at the Annual General Meeting: |
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, 2026, 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, 2025. Our audited financial statements for the year ended December 31, 2025 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.
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, 2026, and the authorization of the board of directors, acting through its Audit Committee, to set the fees for the independent auditor. |
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 2026. 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 GAAP and statutory financial statements of certain subsidiaries, review of quarterly consolidated financial statements and 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 2026 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 2026. 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 2025 and 2024 and fees for other services rendered by PwC in 2025 and 2024.
EQUITY COMPENSATION PLANS INFORMATION
| | 2025 | 2024 | | Audit fees(1) | $8,985,258 | $9,186,140 | | Audit-related fees(2) | $1,677,180 | $268,000 | | Tax fees(3) | $497,866 | $416,500 | | All other fees | $30,100 | $8,000 |
EQUITY COMPENSATION PLANS INFORMATION
(1)We paid audit fees, including costs, for the years ended December 31, 2025 and December 31, 2024, 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 GAAP audits of various subsidiaries •review of quarterly financial statements •SEC registration statements (2)Audit-related fees for the years ended December 31, 2025 and December 31, 2024 related to financial due diligence services, audits of our employee benefit plans, agreed upon procedures related to our proxy statement, and other attestation reports. (3)Tax fees for the years ended December 31, 2025 and December 31, 2024 related to both tax compliance and tax consulting services. Compliance-related tax fees for 2025 and 2024 were primarily for professional services rendered in connection with the preparation of the 2024 and 2023 federal tax returns. Tax consulting fees for 2025 and 2024 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 three 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 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 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 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 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 and discussed with management, including our General Counsel and Chief Compliance Officer, the effect on our financial statements of litigation, 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 such matters with the Risk Oversight Committee and 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; * 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.
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•received periodic updates from management regarding environmental, social, and governance matters that may have a significant impact on the Company's financial statements; •reviewed with management, including our Chief Financial Officer and General Counsel, the annual Group Capital Calculation reporting requirement adopted by the Maryland Insurance Administration; •reviewed with management, including our Chief Financial Officer and General Counsel, the reporting obligations arising from the Bermuda Monetary Authority's proposed enhancements to its insurance group supervision framework (which proposal became effective on January 7, 2026), including considerations relating to group capital requirements and the scope and implications of any additional regulatory reporting obligations; •reviewed with our Chief Compliance Officer our whistleblower policy and its application; •discussed with PwC all the matters required to be discussed by 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, 2025 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. Mark C. Batten, Chair Bonnie L. Howard Thomas W. Jones 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, each to serve for a one year term expiring on the date of the 2027 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 expiring on the date of the 2027 annual general meeting of AGRO. For the 2025 - 2026 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.
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| • | Our Board of Directors recommends that you direct AGL to vote “FOR” each of the nominees. |
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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 59, 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 55, 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 55, 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 63, 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 51, 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 55, has been Chief Risk Officer of AGL and Chair of the U.S. Risk Management and the Portfolio Risk Management Committees since 2023. 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. 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’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 65, 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.
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Benjamin G. Rosenblum, age 52, 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 88, 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, 2026, 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 2025 and 2024.
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| | 2025 | 2024 | | Audit fees | $103,000 | $100,000 | | Audit — related fees | — | — | | Tax fees | — | — | | All other fees | — | — |
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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.
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| • | Our Board of Directors recommends that you direct AGL to vote “FOR” each of the proposals concerning AGL’s subsidiary, AG Re. |