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
Director since February 2024, which is less than 24 months, making him exempt from the TSR performance trigger; he brings strong audit and financial services expertise as a former PwC partner and is well-qualified to chair the Audit Committee.
AGO's 3-year stock return of 68.2% is strong positive (above +20%), and the gap versus the XLF benchmark is only +7.8 percentage points, far below the 65-percentage-point threshold required to trigger a vote against; Mr. Borges brings extensive finance and investment management experience relevant to AGO's strategy.
AGO's 3-year stock return of 68.2% is strong positive and outperforms the XLF benchmark by +7.8 percentage points, well below the 65-percentage-point threshold needed to trigger a vote against; as CEO-director he is subject to the same TSR trigger as other directors, but that trigger does not fire here.
AGO's 3-year stock return of 68.2% outperforms the XLF benchmark by +7.8 percentage points, far below the 65-percentage-point trigger threshold; Ms. Howard has strong audit and risk management credentials appropriate for her roles on the Audit and Compensation Committees.
AGO's 3-year stock return of 68.2% outperforms the XLF benchmark by +7.8 percentage points, well below the 65-percentage-point trigger threshold; Mr. Jones brings deep financial services and investment management experience relevant to AGO's business.
AGO's 3-year stock return of 68.2% outperforms the XLF benchmark by +7.8 percentage points, far below the 65-percentage-point trigger threshold; Mr. Kreczko brings relevant legal, compliance, and governance expertise from his senior roles at The Hartford and the U.S. State Department.
AGO's 3-year stock return of 68.2% outperforms the XLF benchmark by +7.8 percentage points, well below the 65-percentage-point trigger threshold; Ms. Omura brings over 40 years of international finance experience well-suited to chairing the Finance Committee.
AGO's 3-year stock return of 68.2% outperforms the XLF benchmark by +7.8 percentage points, far below the 65-percentage-point trigger threshold; Mr. Radtke's structured products and risk management background from Goldman Sachs is well-suited to chairing the Risk Oversight Committee.
AGO's 3-year stock return of 68.2% outperforms the XLF benchmark by +7.8 percentage points, well below the 65-percentage-point trigger threshold; Ms. Shea brings 35 years of U.S. public finance expertise highly relevant to AGO's core insurance business.
Mr. Ursano joined the board in May 2025, less than 24 months ago, making him exempt from the TSR performance trigger; however, shareholders should note that he is classified as non-independent due to his firm's prior advisory relationship with AGO, and he does not serve on the Audit or Compensation Committees, so no independence-related concern is triggered under the policy.
All ten director nominees receive a FOR vote. AGO's 3-year stock price return of 68.2% is strongly positive and outperforms the XLF financial sector benchmark by +7.8 percentage points — well below the 65-percentage-point underperformance threshold needed to trigger votes against directors for stock performance reasons. No overboarding, attendance, independence, or qualification concerns were identified for any nominee.
Say on Pay
✓ FORCEO
Dominic J. Frederico
Total Comp
$13,841,716
Prior Support
80%%
The CEO's total reported compensation of approximately $13.8 million is reasonable for a financial services company with a $3.7 billion market cap and reflects a 7.7% reduction from the prior year, demonstrating responsiveness to performance. The pay structure is well-designed: approximately 89.6% of CEO pay is variable and performance-linked, including performance stock awards tied to 3-year book value growth and relative total shareholder return versus the Russell Midcap Index - Financials, which comfortably satisfies the policy's requirement that at least 50-60% of senior executive pay be variable. Prior year shareholder support was approximately 80%, above the 70% threshold, and the company engaged broadly with shareholders and added formal performance threshold and maximum payout ranges for the 2025 annual cash incentive in direct response to prior feedback.
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 other fees of $30,100, totaling approximately $2,205,146) represent about 24.5% of audit fees of $8,985,258, which is well below the 50% threshold that would raise independence concerns. PwC is a Big 4 firm appropriate for a $3.7 billion market cap company. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire under the policy, and no material restatements were identified.
Overall Assessment
The 2026 Assured Guaranty annual meeting presents a clean ballot: all ten director nominees receive a FOR vote as AGO's strong 3-year total shareholder return of 68.2% outperforms the XLF benchmark with no overboarding or attendance concerns, the say-on-pay program earns a FOR vote given its strong performance linkage and 89.6% variable pay structure, and PwC's ratification is supported with non-audit fees at only 24.5% of audit fees. No stockholder proposals were submitted for this meeting, and the only other item is a routine subsidiary governance pass-through.