ASSURED GUARANTY LTD (AGO)
Sector: Financials
2026 Annual Meeting Analysis
ASSURED GUARANTY LTD · Meeting: May 1, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of AGL's Board of Directors
Batten joined in February 2024 (within 24 months of the meeting), so he is exempt from the TSR trigger; he brings strong audit and financial services expertise as a former PwC partner and is appropriately qualified to chair the Audit Committee.
AGO's 3-year TSR of +73.2% outperforms the peer group median by +15.1 percentage points, well below the 65-point threshold required to trigger a vote against; Borges has served since 2007 and brings relevant investment management and financial guaranty experience.
As CEO and director since 2004, Frederico is subject to the same TSR trigger as other directors; AGO's 3-year TSR outperforms the peer median by +15.1 percentage points, which does not meet the 65-point threshold for a strong-positive-TSR company, so no trigger fires.
Howard has served since 2012 and brings deep audit, risk management, and compensation oversight experience; AGO's relative TSR performance versus peers does not trigger a vote against under policy thresholds.
Jones has served since 2015 and brings extensive investment management and financial institution experience; the company's strong 3-year outperformance of the peer median by +15.1 percentage points does not trigger any concern.
Kreczko has served since 2015 with relevant legal, compliance, and insurance industry experience; no TSR underperformance trigger applies given AGO's +15.1 percentage point outperformance of the peer median over three years.
Omura has served since 2014 and brings broad international finance and investment management expertise; AGO's relative TSR performance does not trigger a vote against under policy thresholds.
Radtke has served since 2021 and brings structured product and risk management expertise well suited to chairing the Risk Oversight Committee; the TSR trigger does not apply given the company's outperformance of the peer median.
Shea has served since 2021 and brings 35 years of U.S. public finance experience directly relevant to AGO's core business; no TSR underperformance trigger applies.
Ursano joined in May 2025 (well within 24 months of the meeting), making him exempt from the TSR trigger under policy; he brings deep insurance industry and investment banking experience, though shareholders should note his firm received $1.87 million from AGO in 2025 and he is classified as non-independent.
All ten director nominees receive a FOR vote. AGO's 3-year total shareholder return of +73.2% outperforms the company-disclosed peer group median of +58.1% by +15.1 percentage points, which is well below the 65-point threshold required to trigger a vote against for a company with strong-positive absolute returns. No directors have attendance issues, overboarding concerns, or disqualifying independence conflicts on audit or compensation committees. Ursano and Batten joined recently and are exempt from the TSR trigger. The board discloses a detailed skills matrix and all audit committee members have demonstrated financial expertise.
Say on Pay
✓ FORCEO
Dominic J. Frederico
Total Comp
$13,841,716
Prior Support
80%%
The CEO's total reported compensation of $13,841,716 is within a reasonable range for a CEO at a $3.6 billion financial services company with a strong multi-year performance record, and prior Say on Pay support exceeded 80% at the 2025 meeting, well above the 70% threshold that would require a response. Pay mix is strongly weighted toward variable compensation — approximately 89.6% of the CEO's pay is incentive-based, including long-term equity awards where 60% are performance-contingent stock awards tied to book value growth and relative total shareholder return — satisfying the policy requirement that variable pay constitute at least 50-60% of total compensation. The company also has a robust clawback policy exceeding SEC requirements, formal performance thresholds were added in 2025 following shareholder feedback, and AGO's 5-year total shareholder return of approximately 211% substantially outperforms the peer group median of +67.4%, supporting the conclusion that above-target incentive pay has been appropriately earned.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$8,985,258
Non-Audit Fees
$2,205,146
Non-audit fees (audit-related fees of $1,677,180 plus tax fees of $497,866 plus all other fees of $30,100, totaling $2,205,146) represent approximately 24.5% of audit fees of $8,985,258, which is well below the 50% threshold that would trigger a vote against. PwC is a Big 4 firm fully appropriate for a company of AGO's size and complexity. Auditor tenure is not explicitly disclosed in the filing so the tenure trigger cannot fire under policy, and no material restatements are indicated.
Overall Assessment
This is a clean ballot with no significant governance concerns. All ten director nominees receive a FOR vote supported by AGO's strong 3-year peer-relative TSR outperformance, and the auditor ratification passes easily with non-audit fees at only 24.5% of audit fees. The Say on Pay vote is supported given a strongly performance-weighted pay structure, prior shareholder approval above 80%, and five-year total shareholder returns that substantially outperform the peer group median.
Compensation Peer Group
17 companies disclosed in 2026 proxy filing