UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No.         )

Filed by the Registrant  ☒                              Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Assured Guaranty Ltd.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

		March 24, 2021

It is with great pleasure that we invite you to our 20202021 Annual General Meeting of shareholders on Wednesday, May 6, 2020,5, 2021, at 6 Bevis Marks in London. Whether or not you plan to attend the meeting, in person, please vote your shares; your vote is important to us.

Assured Guaranty’s 2019 financial performance was excellent. OurWe could not be prouder of the way our people and our company responded this year to the rapid change brought about by the COVID-19 pandemic. Both our employees and our business model proved resilient, as our shareholders’ equity attributable to Assured Guaranty Ltd. per share, adjusted operating shareholder’s equity per share¹and adjusted book value per share¹ all reached record levels, at $71.18, $66.96$85.66, $78.49 and $96.86, respectively.$114.87, respectively, despite the pandemic. In addition, in 2020 we will look back on 2019 as the year we took our first significant step to establishdebuted our asset management business,platform, Assured Investment Management, by acquiring BlueMountain Capital Management, LLC, which we refer to as BlueMountain, and associated entities.AssuredIM.

Some of the highlights from our year include:

The market rewarded us for

While our accomplishmentsshare price in 2020 was not unaffected by concerns related to the COVID-19 pandemic, our business model is designed with a 30% total shareholder return for the year, double last year’s return. We provide further detail about our 2019 accomplishmentsunusually severe credit events in mind, and our plans for the futureshare price has been recovering in the Letter to Shareholders accompanying our 2019 Annual Report, which we encourage you to review.

Finally, a word about the COVID-19 pandemic and its consequences. We offer our support and well wishes for the safety of all affected. Assured Guaranty is operating well remotely, as contemplated in the business continuity plan that we test regularly, and we are providing the services and communications we normally would. We believe the benefits of our value proposition are clearly evident in the volatile market environment we are now experiencing.2021. We have the financial strength to fulfill our commitments, and preserving thatevents such as the COVID-19 pandemic tend to remind investors of the value of our primary product: our financial strength isguaranty insurance policy.

On a personal note, we offer our highest strategic priority.support and well wishes for those impacted by the pandemic, and our thanks to the many people on the front lines, whether in healthcare or in the many other fields where people are putting themselves at risk to support their communities during these difficult times.

Sincerely,

Francisco L. Borges		Dominic J. Frederico
Chairman of the Board		President and Chief Executive Officer

March 25, 202024, 2021

Assured Guaranty Ltd.

30 Woodbourne Avenue

Hamilton HM 08

Bermuda

NOTICE OF ANNUAL

GENERAL MEETING

TO THE SHAREHOLDERS OF ASSURED GUARANTY LTD.:

The Annual General Meeting of Assured Guaranty Ltd., which we refer to as AGL, will be held on Wednesday, May 6, 2020,5, 2021, at 1:00 p.m. London Time, at 6 Bevis Marks, London, EC3A 7BA, United Kingdom,Kingdom. The Annual General Meeting is being held for the following purposes:

Shareholders of record are being mailed a Notice Regarding the Availability of Proxy Materials on or around March 25, 2020,24, 2021, which provides them with instructions on how to access the proxy materials and our 20192020 annual report on the Internet,internet, and if they prefer, how to request paper copies of these materials.

At this writing, governments continue to adjust various travel and gathering restrictions in response to the novel Coronavirus responsible forCOVID-19 continues to spread and governments are taking various actions in response. Ifpandemic. In the event we postpone or change the date, time or location of our Annual General Meeting as a result of COVID-19,we will post the revised meeting information on our website at www.assuredguaranty.com/annualmeeting as soon as possible after changing the date, time and place for the postponed meeting. We will also promptly issue a press release that we will make available on our website atwww.assuredguaranty.com/annualmeeting and file with the Securities and Exchange Commission (which we refer to as the SEC) as definitive additional proxy material. Therefore, prior to and on the date of the Annual General Meeting, please visit our website or the SEC’s website (www.sec.gov) to determine if there has been any change to the date, time or location of our Annual General Meeting. If you wish to receive a physical copy of any such press release, please contact our Secretary at generalcounsel@agltd.com or (441)279-5725.

Only shareholders of record, as shown by the transfer books of AGL, at the close of business on March 13, 2020,12, 2021, are entitled to notice of, and to vote at, the Annual General Meeting.

SHAREHOLDERS OF RECORD MAY VOTE UP UNTIL 4:0011:59 P.M. EASTERN DAYLIGHT TIME ON MAY 5, 2020.4, 2021. BENEFICIAL OWNERS MUST SUBMIT THEIR VOTING INSTRUCTIONS SO THAT THEIR BROKERS WILL BE ABLE TO VOTE BY 11:59 P.M. EASTERN DAYLIGHT TIME ON MAY 4, 2020.2, 2021.

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL GENERAL MEETING IN PERSON OR BY PROXY, AND REGARDLESS OF THE NUMBER OF SHARES YOU OWN, PLEASE VOTE AS PROMPTLY AS POSSIBLE VIA THE INTERNET OR BY TELEPHONE. ALTERNATIVELY, IF YOU HAVE REQUESTED WRITTEN PROXY MATERIALS, PLEASE SIGN, DATE AND RETURN THE PROXY CARD IN THE RETURN ENVELOPE PROVIDED AS PROMPTLY AS POSSIBLE. IF YOU LATER DESIRE TO REVOKE YOUR PROXY FOR ANY REASON, YOU MAY DO SO IN THE MANNER DESCRIBED IN THE ATTACHED PROXY STATEMENT. FOR FURTHER INFORMATION CONCERNING THE INDIVIDUALS NOMINATED AS DIRECTORS, THE PROPOSALS BEING VOTED UPON, USE OF THE PROXY AND OTHER RELATED MATTERS, YOU ARE URGED TO READ THE ATTACHED PROXY STATEMENT.

By Order of the Board of Directors,

Ling Chow

Secretary

PROXY STATEMENT

SUMMARY

This summary highlights information contained elsewhere in this proxy statement and does not contain all of the information that you should consider before voting. For more complete information about the following topics, please review the complete proxy statement and the Annual Report onForm 10-K of Assured Guaranty Ltd. (which we refer to as AGL, we, us or our; we use Assured Guaranty, our Company or the Company to refer to AGL together with its subsidiaries).

We intend to begin distribution of the Notice Regarding the Availability of Proxy Materials to shareholders on or about March 25, 2020.24, 2021.

ANNUAL GENERAL MEETING OF SHAREHOLDERS

We will also transact any other business that may properly come before the meeting.

At this writing, the novel Coronavirus responsible forCOVID-19 continues to spread and governments are taking various actions in response. If we postpone or change the date, time or location of our Annual General Meeting as a result of travel or gathering restrictions related to COVID-19,we will post the revised meeting information on our website at www.assuredguaranty.com/annualmeeting as soon as possible after changing the date, time and place for the postponed meeting. We will also promptly issue a press release that we will make available on our website atwww.assuredguaranty.com/annualmeeting and file with the SEC as definitive additional proxy material. Therefore, prior to and on the date of the Annual General Meeting, please visit our website or the SEC’s website (www.sec.gov) to determine if there has been any change to the date, time or location of our Annual General Meeting. If you wish to receive a physical copy of any such press release, please contact our Secretary at generalcounsel@agltd.com or(441) 279-5725.

This statement makes a number of references to our web site. The information contained on, or that may be accessed through, our web site is not incorporated by reference into, and is not a part of, this statement.

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SUMMARY DIRECTOR INFORMATION

The following table provides summary information about each director nominee. Each director nominee will be elected for aone-year term by a majority of votes cast.

CORPORATE GOVERNANCE

OVERVIEW

THE BOARD OF DIRECTORS

Our Board of Directors maintains strong corporate governance policies.

The full text of our Corporate Governance Guidelines, our Global Code of ConductEthics and each Board committee charter, are available on our website atwww.assuredguaranty.com/governance. In addition, you may request copies of the Corporate Governance Guidelines, the Global Code of ConductEthics and the committee charters by contacting our Secretary via:

MEETINGS OF THE BOARD

Our Board of Directors oversees our business and monitors the performance of management. The directors keep themselvesup-to-date on our Company by discussing matters with Mr. Frederico, who is our Chief Executive Officer (and whom we refer to as our CEO), other key executives and our principal external advisors, such as outside auditors, outside legal counsel, investment bankers and other consultants, by reading the reports and other materials that we send them regularly and by participating in Board and committee meetings.

The Board usually meets four times per year in regularly scheduled meetings, but will meet more often if necessary. During 2019,2020, the Board met fivefour times. All of our directors attended at least 75% of the aggregate number of meetings of the Board and committees of the Board of which they were a member held while they were in office during the year ended December 31, 2019.2020.

DIRECTOR INDEPENDENCE

In February 2020,2021, our Board determined that, other than our CEO Mr. Frederico, all of our directors are independent under the listing standards of the NYSE. These independent directors constitute substantially more than a majority of our Board. In making its determination of independence, the Board applied its Categorical Standards for Director Independence and determined that no other material relationships existed between our Company and these directors. A copy of our Categorical Standards for Director Independence is available as part of our Corporate Governance Guidelines, which are available on our website atwww.assuredguaranty.com/governance. In addition, as part of the independence determination, our Board monitors the independence of Audit and Compensation Committee members under rules of the SEC and NYSE listing standards that are applicable to members of the audit committee and compensation committee.

As part of its independence determinations, the Board considered the other directorships held by the independent directors and determined that none of these directorships constituted a material relationship with our Company.

DIRECTOR EXECUTIVE SESSIONS

The independent directors meet at regularly scheduled executive sessions without the participation of management. The Chairman of the Board is the presiding director for executive sessions of independent directors.

OTHER CORPORATE GOVERNANCE HIGHLIGHTS

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HOW ARE DIRECTORS NOMINATED?

In accordance with its charter, the Nominating and Governance Committee identifies potential nominees for directors from various sources. The Nominating and Governance Committee:

The Nominating and Governance Committee has the authority to retain search firms to be used to identify director candidates and to approve the search firm’s fees and other retention terms. During 2020, the Nominating and Governance Committee hired a third-party search firm to help identify and review director candidates, and all three of our new nominees were recommended by our search firm. The Nominating and Governance Committee may also retain other advisors.

We believe that diversity among members of the Board is an important consideration and is critical to the Board’s ability to perform its duties and various roles. Accordingly, in recommending nominees, the Board considers a wide range of individual perspectives and backgrounds in addition to diversity in professional experience and training. OurIn 2021, the Board is currently composedamended our Corporate Governance Guidelines to specify that the Nominating and Governance Committee will include, and will direct any director search firm that may be retained to identify nominees for director to include, highly qualified candidates who reflect a variety of individuals from different disciplines, including lawyers, accountants and individuals who have industry, finance, executive and international experience, and is composedbackgrounds (including in respect of both men and women and citizensgender, race or ethnicity) in the pool of the United States, the United Kingdom and Japan. potential candidates being considered.

Our Corporate Governance Guidelines address diversity of experience, requiring the Nominating and Governance Committee to review annually the

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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. The 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 good corporate citizenship. Our Corporate Governance Guidelines specify that directors should represent all shareholders and not any special interest group or constituency. The Nominating and Governance Committee annually reviews its own performance. In connection with such evaluation, the 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. 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 Corporate Governance Guidelinesguidelines 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.

The Nominating and Governance Committee annually reviews its own performance. In connection with such evaluation, the 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 lawyers, accountants 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 the United States, the United Kingdom and Japan, and our new nominees will further contribute to our Board’s diversity. 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.

The Nominating and Governance Committee will consider a shareholder’s recommendation for director but has no obligation to recommend such candidate for nomination by the Board of Directors. Assuming that appropriate biographical and background material is provided for candidates recommended by shareholders, the 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 the Nominating and Governance Committee recommends, and the 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’sBye-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 20202021 Annual General Meeting. With respect to the 20212022 Annual General Meeting, AGL must receive such written notice on or prior to February 5, 2021.4, 2022. Such notice must describe the nomination in sufficient detail to be summarized on the agenda for the meeting and must set forth:

COMMITTEES OF THE BOARD

The Board of Directors has established an Audit Committee, a Compensation Committee, an Environmental and Social Responsibility Committee, a Finance Committee, a Nominating and Governance Committee, a Risk Oversight Committee and an Executive Committee. All of the Board committees other than the Executive Committee are composed entirely of directors who are independent of our Company and management, as defined by the NYSE listing standards and as applied by the Board.

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The Audit Committee provides oversight of the integrity of our Company’s financial statements and financial reporting process, our compliance with legal and regulatory requirements (including cybersecurity and data privacy requirements), the system of internal controls, the audit process, the performance of our internal audit program and the performance, qualification and independence of the independent

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The 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. The 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 information technology, cybersecurity, data privacy and vendor management) and other risks concerning our Company’s governance, reputation and ethical standards.

The Executive Committee was established to have, and to exercise, certain of the powers and authority of the Board in the management of the business and affairs of our Company between regularly scheduled meetings of the Board when, in the opinion of a quorum of the Executive Committee, a matter should not be postponed to the next scheduled meeting of the Board. The Executive Committee’s authority to act is limited by our Company’sBye-Laws, rules of the NYSE and applicable law and regulation and the Committee’s charter.

HOW ARE DIRECTORS COMPENSATED?

Our independent directors receive an annual retainer of $265,000 per year. We pay $145,000 of the retainer in restricted stock and $120,000 of the retainer in cash. A director also may elect to receive any or all of the cash portion of his or her annual retainer (plus the additional cash amounts described below) in restricted stock.

The restricted stock vests on the day immediately prior to the next Annual General Meeting following the grant of the stock. However, if, prior to such vesting date, either (i) a change in control (as defined in the Assured Guaranty Ltd. 2004 Long-Term Incentive Plan, as amended) of Assured Guaranty Ltd. occurs before the director terminates service on the Board or (ii) the director terminates service on the Board as a result of such director’s death or disability, then the restricted stock 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 stock receive cash dividends and have voting rights; the cash dividends accrue during the vesting period and are paid upon vesting.

Our share ownership guidelines require that, before being permitted to dispose of any shares acquired as compensation from our Company, each independent director own Common Shares with a market value of at least $600,000, which amount is five times the maximum cash portion of the annual director retainer (exclusive of committee fees). (PriorPrior to May 2019 the minimum was the greater of that amount or 25,000 shares.) Once a director has reached the share ownership guideline, for so long as he or she serves on the 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 andin addition to purchased Common Shares count toward the share ownership guideline. SevenAll of our independent directors meet our share ownership guidelines. Two independent directors (Mr. Leathes, who joined the Board in May 2013 and Ms. Omura, who joined the Board in May 2014) are accumulating Common Shares toward their ownership goals.

In addition to the annual retainer described above:

The Company generally will not pay a fee for attendance at Board or committee meetings, although the Chairman of the Board has the discretion to pay attendance fees of $2,000 for extraordinary or special meetings. There was oneno extraordinary meetingmeetings of the Board in 2019 (to consider our acquisition of BlueMountain), but no attendance fee was paid for attendance at that meeting.2020. We do not pay a fee for being a member, or attending meetings, of the Executive Committee.

In 2019, our Nominating and Governance Committee engaged FW Cook to conduct a comprehensive review and assessment of our independent director compensation program. FW Cook reviews this program periodically. FW Cook evaluated our director compensation by comparing it against the compensation awarded to directors of companies in our executive compensation comparison group as

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2018, the most recent year for which such information was available. FW Cook found that the structure of our director compensation program was generally consistent with priorpeer executive compensation comparison group policy and best practice design as recognized by the proxy advisory firms and investors, noting:

No changes were made to our independent director compensation program in 2020 or 2019, although in 2019 the director share ownership guideline was simplified pursuant to a recommendation from Cook.FW Cook, observed that, with the increase of our stock price over the years, that portion of our independent stock ownership guideline requiring ownership of 25,000 common shares had the effect of increasing materially the dollar value of the requirement and was volatile, while the other portion of our guideline requiring ownership of common shares with a market value of at least five times the maximum cash portion of the annual director retainer was itself higher than the 75th percentile of prior executive compensation comparison group practice and consistent with the best practice identified by a major proxy advisory firm. Consequently, Cook recommended amending the guideline to remove the 25,000 common share floor, and we did so.floor.

FW Cook found in 2019 that the aggregate cost of our independent director compensation program approximates the 75th percentile of our prior executive compensation comparison group. FW Cook also found that, before considering the instances where our directors have chosen to receive a portion of their cash compensation in our common shares, our total per director compensation has a somewhat heavier weighting on cash compensation than that of our prior executive compensation comparison group.

DIRECTOR COMPENSATION

The following table sets forth our 20192020 independent director compensation, including the compensation for the directors’ committee assignments as of such date.

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The following table shows information related to independent director equity awards outstanding on December 31, 2019:2020:

Company by developing appropriate corporate governance guidelines and identifying qualified individuals to become board members. The Environmental and Social Responsibility Committee oversees risks related to the environment, sustainability and social responsibility, while each of theour other Board committees have responsibility for risk assessment of such risks to the extent within their purview.

As part of its oversight of executive compensation, theour Compensation Committee reviews compensation risk. TheOur Compensation Committee oversaw the performance of a risk assessment of our employee compensation program to determine whether any of the risks arising from our compensation program are reasonably likely to have a material adverse effect on us. Since January 2011, theour Compensation Committee has retained FW Cook to perform an annual review of each of our compensation plans and identify areas of risk and the extent of such risk. TheOur Compensation Committee directs that our Chief Risk Officer work with FW Cook to perform such risk assessment and to be sure that compensation risk is included in our enterprise risk management system. In conducting this assessment, fromtime-to-time, most recently in February 2019,2018, FW Cook performs a comprehensive systemic, qualitative review of all of our incentive compensation programs and reviews its findings with our Chief Risk Officer for completeness and accuracy. FW Cook seeks to identify any general areas of risk or potential for unintended consequences that exist in the design of our compensation programs and to evaluate our incentive plans relative to our enterprise risks to identify potential areas of concern, if any.

FW Cook undertook aupdated its compensation risk assessment update most recently in February 20202021 and concluded that our incentive plans, including the small changes we made for 2020 compensation, are well-aligned with sound compensation design principles and do not encourage behaviors that would create material risk for our Company. Our Chief Risk Officer reviewed their findings and agreed with their conclusion. Based on this update, theour Compensation Committee continued to find that there is an appropriate balance between the risks inherent in our business and our compensation program.

COMPENSATION COMMITTEE INTERLOCKING AND INSIDER PARTICIPATION

The Compensation Committee of our Board of Directors has responsibility for determining the compensation of our executive officers. None of the members of theour Compensation Committee is a current or former officer or employee of our Company. No executive officer of our Company serves on the compensation committee of any company that employs any member of theour Compensation Committee.

WHAT IS OUR RELATED PERSON TRANSACTIONS APPROVAL POLICY AND WHAT PROCEDURES DO WE USE TO IMPLEMENT IT?

Through our committee charters, we have established review and approval policies for transactions involving our Company and related persons, with theour Nominating and Governance Committee taking the primary approval responsibility for transactions with our executive officers and directors and theour Audit Committee taking the primary approval responsibility for transactions with 5% shareholders. No member of these committees who has an interest in a transaction being reviewed is allowed to participate in any decision regarding any such transaction.

Our Nominating and Governance Committee charter requires the Nominating and Governance Committee to review and approve or disapprove all proposed transactions with executive officers and directors that, if entered into, would be required to be disclosed pursuant to Item 404 ofRegulation S-K, the SEC provision which requires disclosure of any related person transaction with our Company that exceeds $120,000 per fiscal year. TheOur Nominating and Governance Committee must also review reports, which our General Counsel provides periodically, and not less often than annually, regarding transactions with executive officers and directors (other than compensation) that have resulted, or could result, in expenditures even if they are not required to be disclosed pursuant to Item 404 ofRegulation S-K.

Our Audit Committee charter requires our Audit Committee to review and approve or disapprove all proposed transactions with any person owning more than 5% of any class of our voting securities that, if entered into, would be required to be disclosed pursuant to Item 404 ofRegulation S-K. In addition, our Audit Committee charter requires theour Audit Committee to review reports regarding such transactions, which our General Counsel provides to theour Audit Committee periodically, and not less often than annually, regarding transactions with any persons owning more than 5% of any class of the voting securities of AGL that have resulted, or could result, in expenditures even if they are not required to be disclosed pursuant to Item 404 ofRegulation S-K. Our Audit Committee charter also requires the Audit Committee to review other reports and disclosures of insider and affiliated party transactions which our General Counsel provides periodically, and not less often than annually.

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If we have a related person transaction that requires committee approval in accordance with the policies set forth in our committee charters, we either seek that approval before we enter into the transaction or, if that timing is not practical, we ask the appropriate committee to ratify the transaction.

WHAT RELATED PERSON TRANSACTIONS DO WE HAVE?

From time to time, institutional investors, such as large investment management firms, mutual fund management organizations and other financial organizations become beneficial owners (through aggregation of holdings of their affiliates) of 5% or more of a class of our voting securities and, as a result, are considered “related persons” under the SEC’s rules. These organizations may provide services to us. In 2019,2020, the following transactions occurred with investors who reported beneficial ownership of 5% or more of our voting securities.

As indicated in “Which Shareholders Own More Than 5% of Our Common Shares,” Wellington Management Group LLP, which we refer to as Wellington Management, and BlackRock, Inc., which we refer to as BlackRock, own approximately 8.48%10.13% and 5.67%8.93% of AGL’sour Common Shares outstanding, respectively, as of March 13, 202012, 2021 (the record date for our Annual General Meeting), based on the amount of Common Shares they reported in their Schedule 13G filings as of the date set forth in such filing, and on the amount of our Common Shares outstanding as of the record date. We appointed both Wellington Management and BlackRock as investment managers to manage certain of our investment accounts prior to their reaching such ownership thresholds. As of December 31, 2019,2020, Wellington Management managed approximately $1.95$3 billion of our investment assets, which is approximately 19% of our total fixed maturity and short-term investment portfolio, and BlackRock managed approximately $2.2 billion of our investment assets, which is approximately 22%32% of our total fixed maturity and short-term investment portfolio. In 2019,connection with the consolidation of our unaffiliated investment managers in the third quarter of 2020, we terminated the investment management agreement with BlackRock, but continued our investment reporting agreement with them. In 2020, we incurred expenses of approximately $1.7 million related to our investment management agreement with Wellington Management and $1.9$1.7 million with respect to our investment management and investment reporting agreements with BlackRock.

From time to time, certain officers, directors, employees, their family members and related charitable foundations, some of whom may be “related persons” under the SEC’s rules, may make investments in various private funds, vehicles or accounts managed by our Company. These investments are available to those of our Company’s employees whom we have determined to have a status that reasonably permits us to offer them these types of investments in compliance with applicable laws. Generally, these investments are not subject to the management fees and performance allocations or incentive fees charged to other investors. Andrew Feldstein, our Chief Investment Officer and Head of Asset Management, is among our employees who invest in various private funds, vehicles or accounts managed by our Company.

DELINQUENT SECTION 16(A) REPORTS

Our executive officers and directors are subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act. We believe that all of our executive officers and directors complied with all filing requirements imposed by Section 16(a) of the Exchange Act on a timely basis during fiscal year 2019.2020.

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HUMAN CAPITAL MANAGEMENT

We recognize that our workforce, as a key driver of our long-term performance, is among our most valued assets. During this critical period in our Company’s history, as we seek to accomplish a multi-year transformation into a diversified financial services company with a dual focus on financial guaranty insurance and asset management, the contributions of our people are essential to our success.

As a result, our key human capital management objectives are to attract and retain a diverse group of the highest quality employees, including talented and experienced business leaders who drive our corporate strategies and build long-term shareholder value. To support these objectives, our human resources programs are designed to reward and support employees with competitive compensation and benefit packages in each of our locations around the globe, and with professional development opportunities to cultivate talented employees and prepare them for critical roles and future leadership positions.

COMPENSATION AND BENEFITS

Our compensation program is designed to attract, retain and motivate talented individuals and to recognize and reward outstanding achievement. The components of our program consist of base salary and may include incentive compensation in the form of an annual cash incentive and deferred compensation in the form of cash and/or equity (including, in the case of certain of our asset management professionals, an entitlement to a portion of carried interest allocated to the general partners of certain of the funds we manage). We believe that a compensation program with both short-term and long-term awards provides fair and competitive compensation and aligns the interests of employees and investors. We also offer to all employees benefits such as life and health (medical, dental and vision) insurance, retirement savings plans, an employee stock purchase plan, paid time off, paid family leave, reimbursement of adoption expenses and of health club fees, and corporate matches of an employee’s charitable contributions.

EMPLOYEE DEVELOPMENT OPPORTUNITIES

We invest in the professional development of our workforce. To support the advancement of our employees at our Company, we endeavor to strengthen their qualifications by providing equitable access to training, including in leadership, management and effective communication skills, and mentoring opportunities. Tuition reimbursement assistance is available to staff in all jurisdictions. We also provide opportunities for qualified employees to work abroad in another of our offices.

DIVERSITY AND INCLUSION

Diversity has long been an important consideration for us, and the composition of our Board reflects our long-standing commitment. Our Board has been racially and ethnically diverse for well over a decade, and we have had at least one woman serving on our Board for over eight years, in each case long before the most recent focus by investors.

Our Company is committed to building and sustaining at all levels of the organization a diverse workforce that is representative of our communities, in a manner consistent with our business needs, scale and resources, and creating an inclusive culture and workplace that embraces the differences within our staff and effectively utilizes the many and varied talents of our employees. Our Board of Directors recognizes the importance of diversity and inclusion issues to our stakeholders and, in May 2019, established a dedicated Environmental and Social Responsibility Committee to assist the Board in providing oversight of our policies and practices regarding diversity and inclusion issues that affect our Company’s business, stakeholders and long-term strategy.

During 2020, we worked to promote diversity and foster inclusion within our Company through several new initiatives:

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ENVIRONMENTAL AND SOCIAL RESPONSIBILITY

Our commitment to environmental and social responsibility starts at the top of our organization. Our Board of Directors recognizes the importance of environmental and social issues to its stakeholders and, in May 2019, established a dedicated Environmental and Social Responsibility Committee to assist the Board in providing oversight of our Company’s policies and practices regarding environmental and social responsibility issues that affect our Company’s business, stakeholders and long-term strategy. These issues had been within the purview of the Nominating and Governance Committee prior to the formation of the Environmental and Social Responsibility Committee. Governance matters remain the responsibility of the Nominating and Governance Committee.

UNDERWRITING AND INVESTMENT

Under the governance of the Environmental and Social Responsibility Committee and the guidance of senior management, the Company formalized the consideration of climate-related risk and material environmental, social and governance factors, which we refer to as ESG factors, in our insured and investment portfolios. In our insured portfolio, credit underwriting submissions must include a section describing the physical and transition risks associated with climate change in the transaction. In our investment portfolio, our external managers use ESG information, along with a variety of other economic factors, including risk and valuation metrics, when making and monitoring investments on our behalf.

ENVIRONMENTAL AND SOCIAL POLICIES

We have adopted an Environmental Policy, a Statement on Climate Change, and a Human Rights Statement that evidence our good corporate citizenship and express our commitments to conduct business in a sustainable and responsible manner in respect of people and the planet. These policies may be found on our website at www.assuredguaranty.com/governance.

GREENHOUSE GAS EMISSIONS

In 2020, we instituted a program to measure, manage and report our greenhouse gas emissions, which we refer to as GHG emissions, on an enterprise-wide basis, and we set targets for emissions reductions. Pursuant to the Greenhouse Gas Protocol, we conducted internal data collection and analysis for our Scope 1, Scope 2 and certain key Scope 3 GHG emissions, and obtained independent third-party review of our methodology and results. While we believe the direct impact of our operations on the environment is relatively small, we believe it is important to join the global effort to address climate change.

CORPORATE PHILANTHROPY

Giving is an integral part of our corporate culture. We contribute generously to a broad spectrum of causes through matching gifts, disaster relief, direct donations, and corporate sponsorships. In 2020, we formed an employee-led Corporate Philanthropy Committee, composed of volunteer employees, to provide our workforce the opportunity to direct philanthropic efforts by selecting charity partners and sourcing employee volunteer activities.

In 2020, we expanded our matching gift program, which already matches employees’ and directors’ donations to qualified charities up to $15,000 per year, in two instances. Early in the COVID-19 pandemic, we offered to match, on a 2 to 1 basis, donations to two charities that work to address food insecurity in our New York City community, up to $10,000 (or a match of up to $20,000) per employee or director. When our communities were demonstrating for social and racial justice over the summer, we made a corporate gift of $100,000 to the NAACP Legal Defense and Educational Fund and offered to match employee and director gifts of up to $10,000 to qualified charitable organizations working to advance social justice. Both of these programs were additive to our regular matching gift program.

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INFORMATION ABOUT OUR COMMON SHARE OWNERSHIP

HOW MUCH STOCK IS OWNED BY DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS?

The following table sets forth information, as of March 12, 2021, the record date for our Annual General Meeting, regarding the beneficial ownership of our Common Shares by our directors, nominees and executive officers whose compensation is reported in the compensation tables that appear later in this proxy statement, which persons we refer to as our named executive officers, and by the group comprising our directors, nominees and those persons who, as of December 31, 2020, constituted our named executive officers and other executive officers. Unless otherwise indicated, the named individual has sole voting and investment power over the Common Shares under the column “Common Shares Beneficially Owned.” The Common Shares listed for each director, nominee and executive officer constitute less than 1% of our outstanding Common Shares, except that Mr. Frederico beneficially owns approximately 1.89% of our Common Shares. The Common Shares beneficially owned by all directors, nominees, named executive officers and other executive officers as a group, including the unvested restricted Common Shares, constitute approximately 3.82% of our outstanding Common Shares.

WHICH SHAREHOLDERS OWN MORE THAN 5% OF OUR COMMON SHARES?

The following table shows all persons we know to be direct or indirect owners of more than 5% of our Common Shares as of the close of business on March 12, 2021, the record date for the Annual General Meeting. On March 12, 2021, 76,339,967 Common Shares were outstanding, including 68,098 unvested restricted Common Shares. Our information is based on reports filed with the SEC by each of the firms listed in the table below. You may obtain these reports from the SEC.

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PROPOSAL NO. 1:ELECTION OF DIRECTORS

OurBye-Laws provide for a maximum of 21 directors and empower our Board of Directors to fix the exact number of directors and appoint persons to fill any vacancies on the Board until the next Annual General Meeting. The Board may appoint any person as a director to fill a vacancy on the Board occurring as the result of any existing director being removed from office pursuant to theBye-Laws or prohibited from being director by law; being or becoming bankrupt or making any arrangement or composition with his or her creditors generally; being or becoming disqualified, of unsound mind, or dying; or resigning. The Board may also appoint a person as a director to fill a vacancy resulting from an increase in the size of the Board or a vacancy left unfilled at an Annual General Meeting.

Our Board currently consists of Directors has voted to enlarge the Board from 10 members.to 13 members as of the date of our Annual General Meeting this year. Following the recommendation of the Nominating and Governance Committee, our Board of Directors has nominated Francisco L. Borges, G. Lawrence Buhl, Dominic J. Frederico, Bonnie L. Howard, Thomas W. Jones, Patrick W. Kenny, Alan J. Kreczko, Simon W. Leathes, Michelle McCloskey, Michael T. O’Kane, and Yukiko Omura, Lorin P.T. Radtke, and Courtney C. Shea as directors of AGL. All three of our new nominees were recommended by a third-party search firm. Proposal No. 1 is Item 1 on the proxy card.

Our directors are elected annually to serve until their respective successors shall have been elected.

		The board of directors recommends that you vote “FOR” the election of the nominees as directors of AGL.

It is the intention of the persons named as proxies, subject to any direction to the contrary, to vote in favor of the candidates nominated by the Board of Directors. We know of no reason why any nominee may be unable to serve as a director. If any nominee is unable to serve, your proxy may vote for another nominee proposed by the Board, or the Board may reduce the number of directors to be elected.

We have set forth below information with respect to the nominees for election as directors. There are no arrangements or understandings between any director and any other person pursuant to which any director was or is selected as a director or nominee.

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OUR DIVERSE BOARD

Election of the current nominees will result in our Board of Directors being composed of individuals with diverse backgrounds and experience, and will result in a Board of Directors that is, as a group, diverse by gender, race or ethnicity, age, and tenure.

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OUR DIRECTORS’ SKILLS

Summary information about our director nominees and overall composition oftheir skills relevant to serving on our Board is provided in the matrix and graphs below. Further information about each director nominee may be found on the seven pages following pages.this one.