•reported directly by the related person or by another employee of our Company
•identified by our vendor management procedures and matching gift procedures based on comparison of vendors and matching gift recipients against a list of directors, executive officers and known 5% shareholders and certain of their related persons
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
2020,2021, 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
and its affiliates, which we refer to as Wellington Management, and BlackRock, Inc.
, and its affiliates, which we refer to as BlackRock, own approximately
10.13%9.8% and
8.93%13.8% of our Common Shares outstanding, respectively, as of March
12, 202111, 2022 (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
an investment
managersmanager to manage certain of our investment accounts prior to
theirit reaching such ownership thresholds. As of December 31,
2020,2021, Wellington Management managed approximately
$3$2.7 billion of our investment assets, which is approximately
32%29% of our total fixed maturity and short-term investment portfolio. In
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 2020,2021, we incurred expenses of approximately
$1.7$1.9 million related to our investment management agreement with Wellington
ManagementManagement. BlackRock supplies our investment reporting module, and
$1.7 millionin 2021 we incurred expenses of approximately $497,000 with respect to
our investment management and investment reporting agreements with BlackRock.that module.
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.
DELINQUENT SECTION
16(A)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
2020.2021.
11 Assured Guaranty 2022 Proxy Statement
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,
and as the global community continues to battle an ongoing health crisis, the contributions
and well-being 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
supportpromote these objectives, our human
resourcescapital management 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,
an employee assistance program, commuter benefits, tuition reimbursement, reimbursement of
expenses for infertility treatments and adoption,
expensesemergency backup child, elder and
pet care, reimbursement of health club fees,
online classes for children, and corporate matches of an employee’s charitable contributions.
CULTURE
We seek to foster and maintain strong ethical standards and a reputation as a business that conducts itself professionally and with a high degree of integrity. In addition, we work to provide and support a respectful and inclusive environment that values the abilities of each employee, leading to enhanced engagement and improved retention. Education and awareness are critical components in promoting our cultural values across the organization. Upon onboarding and annually, all employees are required to complete training in our Global Code of Ethics as well as our policies on the prevention of sexual harassment and discrimination. We also provide additional targeted training and guidance to specific personnel regarding anti-fraud and anti-bribery and anti-corruption related matters.
Transparency towards stakeholders, including shareholders, policyholders, investors and employees, is another hallmark of our culture. For example, each quarter after we issue our financial results, in addition to meeting with shareholders and policyholders, our CEO and our Chief Financial Officer hold a town-hall style meeting for all employees where they provide an update on our performance and strategy, acknowledge contributions made by employees to the continued success of our business and answer questions.
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. Tuitionopportunities, as well as tuition reimbursement
assistance is available to staff in all jurisdictions.assistance. We also provide opportunities for qualified employees to work abroad in another of our offices.
As discussed below, in late 2021, we launched a formal one-on-one mentoring program to provide an additional learning resource for our employees.
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 isus. We are 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.
12 Assured Guaranty 2022 Proxy Statement
The composition of our Board reflects our long-standing commitment to diversity. Our Board of Directorshas been racially and ethnically diverse for well over 15 years. We have had at least one woman serving on our Board for over ten years, and currently have four women serving on our Board.
Our Board 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 The Environmental and Social Responsibility Committee reviews information about our diversity and foster inclusion within our Company through several new initiatives:
| • | | DIVERSITY AND INCLUSION POLICY. We adopted and published a Diversity and Inclusion Policy which articulates our commitment to building and sustaining a diverse workforce at all levels of our Company and creating an inclusive culture. You may find our Diversity and Inclusion Policy on our website at www.assuredguaranty.com/governance.
|
initiatives, workforce composition, turnover and other relevant data. DIVERSITY AND INCLUSION COMMITTEE. We formed an employee-led Diversity and Inclusion Committee, composed of dedicated employees with different backgrounds, points of view, levels of seniority and tenure with us, to provide input into our policies and strategies for achieving a diverse workforce and an inclusive culture.
Our employee-led Diversity and Inclusion Committee has played a key role in recommending and working to implement strategies and initiatives, such as the mentoring program and employee resource groups described below.Our Diversity and Inclusion Policy articulates our commitment to building and sustaining a diverse workforce at all levels of our company and creating an inclusive culture and guides our approaches for achieving these goals. You can find our Diversity and Inclusion Policy on our website at www.assuredguaranty.com/governance.
During 2021, we continued to expand and enhance our existing diversity and inclusion initiatives by adding several new programs:
•EMPLOYEE RESOURCE GROUPS. Based on employee feedback, we launched employee resource groups for African Americans, women and working parents to create community, build awareness and encourage employees to engage with and support one another. The employee resource groups began meeting in late 2021.
•MENTORING. Our collegial and collaborative culture fosters informal mentoring and learning. In late 2021, we launched a formal one-on-one mentoring program to provide an additional learning resource for our employees, to facilitate the onboarding of new recruits, and to reinforce connectedness – especially during periods of remote work and also as we transition to the hybrid work schedule discussed below. The pilot program was offered to all employees across all of our offices. We engaged an outside consultant to provide workshops for both mentors and mentees.
•BIAS AWARENESS TRAINING.As an equal opportunity employer, we have policies that prohibit unlawful discrimination, harassment and other forms of explicit bias. To address implicit bias, we engaged an outside consultantprovided bias awareness training for all of our employees in 2020the spring of 2021 on how to createidentify and present workshops on identifyinginterrupt unconscious bias and the role each of usemployee can play to promote diversity, equity and inclusion.
•TALENT PIPELINE. We added a number of talent acquisition strategies to our recruiting practices in an effort to deliberately reach and attract a diverse and qualified applicant pool. In addition, through our philanthropy efforts, we invest in organizations that work to create a pipeline of diverse and qualified candidates.
We have taken several other steps to demonstrate our organizational commitment to diversity and inclusion. Recently, our CEO signed the CEO Action for Diversity and Inclusion Pledge, the largest CEO-driven business commitment to advance diversity and inclusion in the workplace. In addition, to incentivize and hold senior management accountable, we include environmental and social responsibility objectives (including with respect to diversity and inclusion) in our executive compensation structure.
COVID-19 RESPONSE AND HYBRID WORK
As the worldwide health crisis enters its third year, we continue to navigate through an unprecedented time. In response to the COVID-19 pandemic, we have prioritized safety and adaptability. At the start of the global pandemic, we initiated our business continuity protocols and instructed our employees to work from home, placing an emphasis on the well-being of our employees and their families. Our investments in technology and the regular testing of our business continuity plan allowed us to quickly shift to remote work. Throughout the pandemic, we have encouraged frequent communications and the use of virtual meeting platforms to keep our teams connected and support our employees as they work from home.
The workshops, which are targetedsuccess of remote work, both at allour company and across the broader labor market, sparked a collective re-evaluation of the nature of office work. In 2020, at the start of the COVID-19 remote work experience, and again in late 2021 in preparation for a return to the office, we surveyed our employees are now underway.to better understand their needs and concerns. We also observed industry trends and peer practices. We used this information to craft a viable and sustainable remote work policy. Currently, we offer employees the option to work remotely for a portion of their time – both as a convenience to employees and to remain competitive as an employer.
12
In preparation for the return of employees to our office, we took a number of measures to provide for the safety and security of our personnel while at the office and continue to monitor and implement guidance provided by local governments in the jurisdictions where we maintain offices.
13 Assured Guaranty 2022 Proxy Statement
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’scompany’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 theThe Environmental and Social Responsibility
Committee.Committee focuses on a number of subject areas, including environmental risk, particularly climate change related risks, and aspects of human capital management, such as diversity and inclusion, and training and development. Governance matters remain the responsibility of the Nominating and Governance
Committee and Compensation Committee.
FINANCIAL GUARANTY — UNDERWRITING AND INVESTMENTUnder the governance of the Environmental and Social Responsibility Committee and the guidance of senior management, the Company formalized the consideration of
We consider climate-related risk and material environmental, social and governance factors, which we refer to as ESG factors, in managing both our insured and investment portfolios.
In our insured portfolio, we assess environmental and climate-related risks in our financial guaranty business by requiring that credit underwriting submissions must include a section describingconsideration of environmental and climate-related factors as part of the analysis. Vulnerability to significant or unmitigated exposure to physical andrisks, such as the increased severity, frequency or duration of weather events or rising sea levels, or the emergence of transition risks, associatedare considered alongside other relevant risk factors to determine if such environmental issues materially impact an obligor’s expected performance. Surveillance review protocol for our insurance portfolio includes a variety of parameters and criteria along with climate change in the transaction. consideration of environmental risk factors, such as exposure to extreme weather events, geographic locations prone to flooding or wildfires, and compliance with environmental requirements for their potential impact on debt service payments.
In our investment portfolio,
we incorporate material ESG information into the investment analysis in order to enhance the investment decisions required to achieve our
externalprincipal investment objectives. Our portfolio managers
rely on their respective ESG corporate philosophy statements and use ESG information, along with a variety of other economic factors, including risk and valuation metrics, when
makingconducting research and
due diligence on new investments, and again when monitoring investments
onfor Assured Guaranty’s investment portfolio. On an annual basis, we instruct our
behalf.two primary external portfolio managers to conduct an ESG analysis of their respective portions of our investment portfolio, to the extent to which ESG data is readily available, for us to analyze if there are any material ESG risks in the portfolio that may adversely impact return expectations.
In addition, we have determined not to make any new investments for our investment portfolio in thermal coal enterprises. As a consequence, we will refrain from making any new investments in (i) thermal coal enterprises that generate 30% or more of their revenue from either the ownership, exploration, mining, or refining of thermal coal, and (ii) corporate and municipally owned utilities that generate 30% or more of their electricity from thermal coal.
ASSET MANAGEMENT
AssuredIM incorporates consideration of ESG issues alongside traditional financial factors such as credit analysis and cash flow in its approach to prudent and responsible investing. AssuredIM views ESG as another factor through which it can examine an investment because it recognizes that ESG risks and opportunities can impact current asset value as well as long term investment performance. The manner and degree in which AssuredIM’s investment professionals integrate ESG issues into the investment decision making process depend upon multiple factors, including investment strategy, portfolio construction, asset class, sector, region, investment time horizon, available data, and investor objectives.
ENVIRONMENTAL AND SOCIAL POLICIES
We have adopted, anand periodically review and update, our 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.governance
.
14 Assured Guaranty 2022 Proxy Statement
As a financial services firm with approximately 400 employees, the direct impact of our operations on the environment is relatively small. Nevertheless, we contribute to the global effort to combat climate change by monitoring our greenhouse gas emissions, which we refer to as GHG emissions. In 2020,2019, 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 conductedconduct internal data collection and analysis annually for ourits Scope 1, Scope 2 and certain key Scope 3 GHG emissions. In 2020, our total GHG emissions and obtained independent third-party reviewequaled approximately 2,762.1 total tonnes of ourCO2e. 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.results are reviewed periodically by an independent third party, which conducts a limited assurance review in accordance with ISO 14064-3 International Standards.
Giving is an integral part of our corporate culture. We contribute generously to a broad
spectrumrange of causes through
direct donations, matching gifts,
disaster relief, direct donations, and corporate sponsorships.
In 2020, we formed an employee-ledOur Corporate Philanthropy Committee,
formed in 2020 and composed of volunteer employees,
to provideprovides our workforce the opportunity to direct philanthropic efforts by selecting charity partners and sourcing employee volunteer activities.
In 2020,2021, we expanded our matching giftdirect donations program which already matches employees’by allocating incremental funds to support the development of targeted strategic partnerships and directors’ donationsmade $200,000 in contributions to qualified charities upthree organizations that work to $15,000 per year,improve access to education for New York City’s underserved populations. In response to the pattern of threats and violence targeted at Asian American and Pacific Islander communities during 2021, we made an aggregate of $100,000 in two instances. Early in the COVID-19 pandemic, we offeredcontributions to match, on a 2 to 1 basis, donations to two charitiesfour organizations that work to address food insecuritythis issue across the country. We also expanded the scope of our corporate donations to further align with our vision and values which included a program to support veterans and our first ever contribution to support sustainable and local agriculture. Also, despite the pandemic, we participated in our New York City community, upseveral company sponsored events, including a coat drive and a return to $10,000 (or a matchschool backpack distribution event, which totaled 240 hours of upemployee volunteer time. Furthermore, we implemented an employee paid leave program which allows each employee 8 hours per annum 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 toparticipate in volunteer activities.
We match employee and director gifts
ofto eligible charitable institutions in amounts up to
$10,000$15,000 each year per individual. In 2021, we provided matching gifts to
qualified charitableapproximately 250 organizations
working to advance social justice. Both of these programs were additivethat are important to our
regular matching gift program.13
employees and directors. 15 Assured Guaranty 2022 Proxy Statement
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, 2021,11, 2022, 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, 2020,2021, 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%2.33% 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%4.51% of our outstanding Common Shares. | | | | | | | | | | | | |
| | | | |
Name of Beneficial Owner | | Common
Shares
Beneficially
Owned | | | Unvested
Restricted
Common
Shares(1) | | | Restricted Share Units(2) | |
Robert A. Bailenson | | | 232,780 | | | | — | | | | 149,567 | |
Francisco L. Borges | | | 251,321 | | | | 17,425 | | | | — | |
Russell B. Brewer II | | | 203,243 | | | | — | | | | 85,507 | |
G. Lawrence Buhl | | | 60,424 | | | | 5,156 | | | | — | |
David A. Buzen | | | 71,076 | | | | — | | | | 61,574 | |
Ling Chow | | | 64,813 | | | | — | | | | 84,957 | |
Dominic J. Frederico(3) | | | 1,444,395 | | | | — | | | | 481,392 | |
Bonnie L. Howard | | | 31,751 | | | | 5,156 | | | | — | |
Thomas W. Jones | | | 31,398 | | | | 5,156 | | | | — | |
Patrick W. Kenny | | | 67,468 | | | | 6,223 | | | | — | |
Alan J. Kreczko | | | 34,310 | | | | 11,558 | | | | — | |
Simon W. Leathes | | | 17,222 | | | | 7,112 | | | | — | |
Michelle McCloskey | | | — | | | | — | | | | — | |
Michael T. O’Kane | | | 60,335 | | | | 5,156 | | | | — | |
Yukiko Omura | | | 13,798 | | | | 5,156 | | | | — | |
Lorin P.T. Radtke | | | — | | | | — | | | | — | |
Courtney C. Shea | | | — | | | | — | | | | — | |
All directors, nominees and executive officers
as a group (20 individuals) | | | 2,849,177 | | | | 68,098 | | | | 990,179 | |
(1) | The reporting person has the right to vote (but not dispose of) the Common Shares listed under “Unvested Restricted Common Shares.”
|
(2) | The Common Shares associated with restricted share units are not deliverable as of March 12, 2021, or within 60 days of March 12, 2021, and therefore cannot be voted or disposed of within such time period. As a result, these shares are not considered beneficially owned under SEC rules. We include them in the table above, however, because we view them as an integral part of share ownership by our executive officers. The restricted share units held by our executive officers vest on specified anniversaries of the date of the award, with Common Shares delivered upon vesting.
|
| This column includes 37,907 share units allocated to Mr. Bailenson and 28,872 share units allocated to another executive officer, due to their elections to invest a portion of their AG US Group Services Inc. Supplemental Executive Retirement Plan accounts in an employer stock fund.
|
(3) | Common shares beneficially owned by Mr. Frederico include shares owned by Mr. Frederico’s spouse and daughter, and shares owned by a family trust, over which Mr. Frederico has the power to direct the voting and disposition. Common Shares beneficially owned by Mr. Frederico also include 300,000 shares he pledged in accordance with our stock trading policy.
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14
| | | | | | | | | | | | | | | | | | | | |
| Name of Beneficial Owner | Common
Shares
Beneficially
Owned | Unvested Restricted Common Shares(1) | Restricted Share Units(2) |
| Robert A. Bailenson | 211,086 | | | — | | | 152,388 | | |
| Francisco L. Borges | 268,746 | | | 9,544 | | | — | | |
Russell B. Brewer II(3) | 196,632 | | | — | | | 88,355 | | |
| G. Lawrence Buhl | 45,580 | | | 2,824 | | | — | | |
| David A. Buzen | 81,023 | | | — | | | 62,661 | | |
| Ling Chow | 77,396 | | | — | | | 86,304 | | |
Dominic J. Frederico(4) | 1,528,494 | | | — | | | 510,171 | | |
| Bonnie L. Howard | 36,650 | | | 2,824 | | | — | | |
| Thomas W. Jones | 36,554 | | | 2,824 | | | — | | |
| Patrick W. Kenny | 72,874 | | | 3,409 | | | — | | |
| Alan J. Kreczko | 45,868 | | | 6,330 | | | — | | |
| Simon W. Leathes | 21,167 | | | 2,824 | | | — | | |
| Michelle McCloskey | — | | | 2,922 | | | — | | |
| Michael T. O’Kane | 65,491 | | | 2,824 | | | — | | |
| Yukiko Omura | 16,667 | | | 2,824 | | | — | | |
| Lorin P.T. Radtke | — | | | 2,824 | | | — | | |
| Courtney C. Shea | — | | | 2,824 | | | — | | |
All directors, nominees and executive officers as a group (20 individuals)(5) | 2,918,766 | | 44,797 | | 1,033,681 | |
(1) The reporting person has the right to vote (but not dispose of) the Common Shares listed under “Unvested Restricted Common Shares.”
(2) The Common Shares associated with restricted share units are not deliverable as of March 11, 2022, or within 60 days of March 11, 2022, and therefore cannot be voted or disposed of within such time period. As a result, these shares are not considered beneficially owned under SEC rules. We include them in the table above, however, because we view them as an integral part of share ownership by our executive officers. The restricted share units held by our executive officers vest on specified anniversaries of the date of the award, with Common Shares delivered upon vesting.
This column includes 37,907 share units allocated to Mr. Bailenson and 28,872 share units allocated to another executive officer, due to their elections to invest a portion of their AG US Group Services Inc. Supplemental Executive Retirement Plan accounts in an employer stock fund.
(3) Mr. Brewer resigned as an executive officer of AGL, effective December 31, 2021, in accordance with the terms of a separation agreement described under "Compensation Discussion and Analysis--Separation Agreement."
16 Assured Guaranty 2022 Proxy Statement
(4) Common Shares beneficially owned by Mr. Frederico include shares owned by Mr. Frederico’s spouse and daughter, and shares owned by a family trust, over which Mr. Frederico has the power to direct the voting and disposition. Common Shares beneficially owned by Mr. Frederico also include 300,000 shares he pledged in accordance with our stock trading policy.
(5) Giving effect to the resignation of Mr. Brewer as an executive officer of AGL as of December 31, 2021, as well as other changes to the executive officers of AGL in early 2022, as of March 11, 2022, for all directors and executive officers as a group (19 individuals), the total Common Shares beneficially owned was 2,722,134, the total unvested restricted Common Shares was 44,797, and the total restricted share units was 945,326.
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, 2021,11, 2022, the record date for the Annual General Meeting. On March
12, 2021, 76,339,96711, 2022, 65,691,443 Common Shares were outstanding, including
68,09844,797 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.
| | | | | | | | | | | | | | |
| | |
Name and Address of Beneficial Owner | | Number of Shares
Beneficially Owned
| | | Percent
of Class
| |
BlackRock, Inc. 55 East 52nd Street New York, NY 10055 | 9,049,844(1) | | 13.8% | |
Putnam Investments, LLC.LLC Boston, MA 02110 | 7,706,196(2) | | 8,940,178(1)
11.7% | | | | 11.71%
| |
Malvern, PA 19355 | 7,517,675(3) | | 8,607,654(2)
11.4% | | | | 11.28%
| |
Wellington Management Group LLP c/o Wellington Management Company LLP Boston, MA 02210 | 6,462,794(4) | | 7,732,862(3)
9.8% | | | | 10.13%
| |
BlackRock, Inc.
55 East 52nd Street
New York, NY 10055
Dimensional Fund Advisors LP 6300 Bee Cave Road, Building One Austin, TX 78746 | 3,997,428(1)) | | 6,820,383(4)
6.1% | | | | 8.93%
| |
Thrivent Financial for Lutherans
901 Marquette Avenue, Suite 2500
Minneapolis, Minnesota 55402
| | | 4,001,872(5)
| | | | 5.24%
| |
(1) | Based on a Schedule 13G/A filed by Putnam Investments, LLC on February 16, 2021, reporting the amount of securities beneficially owned as of December 31, 2020. Putnam Investments, LLC has sole voting power over 1,888,130 shares and sole dispositive power over 8,940,178 shares.
|
(2) | Based on a Schedule 13G/A filed by The Vanguard Group on February 8, 2021, reporting the amount of securities beneficially owned as of December 31, 2020. The Vanguard Group has sole voting power over 60,349 shares, shared voting power over 16,110 shares, sole dispositive power over 8,478,679 shares and shared dispositive power over 128,975 shares.
|
(3) | Based on a Schedule 13G/A filed by Wellington Management Group LLP on February 26, 2021, reporting the amount of securities beneficially owned as of February 26, 2021. Wellington Management Group LLP has shared voting power over 7,167,072 shares and shared dispositive power over 7,732,862 shares.
|
(4) | Based on a Schedule 13G filed by BlackRock, Inc. on February 2, 2021, reporting the amount of securities beneficially owned as of December 31, 2020. BlackRock, Inc. has sole voting power over 6,560,595 shares and sole dispositive power over 6,820,383 shares.
|
(5) | Based on a Schedule 13G filed by Thrivent Financial for Lutherans on February 16, 2021, reporting the amount of securities beneficially owned as of December 31, 2020. Thrivent Financial for Lutherans has sole voting power over 168,784 shares and sole dispositive power over 168,784 shares.
|
15
(1) Based on a Schedule 13G/A filed by BlackRock, Inc. on January 28, 2022, reporting the amount of securities beneficially owned as of December 31, 2021. BlackRock, Inc. has sole voting power over 8,806,404 shares and sole dispositive power over 9,049,844 shares
(2) Based on a Schedule 13G/A filed by Putnam Investments, LLC on February 14, 2022, reporting the amount of securities beneficially owned as of December 31, 2021. Putnam Investments, LLC has sole voting power over 1,936,848 shares and sole dispositive power over 7,706,196 shares.
(3) Based on a Schedule 13G/A filed by The Vanguard Group on February 9, 2022, reporting the amount of securities beneficially owned as of December 31, 2021. The Vanguard Group has shared voting power over 36,958 shares, sole dispositive power over 7,419,772 shares and shared dispositive power 97,903 shares.
(4) Based on a Schedule 13G/A filed by Wellington Management Group LLP on February 4, 2022, reporting the amount of securities beneficially owned as of December 31, 2021. Wellington Management Group LLP has shared voting power over 5,788,677 shares and shared dispositive power over 6,462,794 shares.
(5) Based on a Schedule 13G filed by Dimensional Fund Advisors LP on February 8, 2022, reporting the amount of securities beneficially owned as of December 31, 2021. Dimensional Fund Advisors LP has sole voting power over 3,936,353 shares and sole dispositive power over 3,997,428 shares.
17 Assured Guaranty 2022 Proxy Statement
PROPOSAL NO. 1: ELECTION OF DIRECTORS Our
Bye-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 the
Bye-Laws or prohibited from being director by law; being or becoming bankrupt or making any arrangement or composition with
his or hertheir 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 of Directors has voted to
enlargereduce the Board from
1013 to
1312 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, 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.
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.
16
18 Assured Guaranty 2022 Proxy Statement
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.
| | | | | |
 | RACIAL OR ETHNIC DIVERSITY |
|  | | | | | | | | | | | | | | | | |
| n | Women | | n | Asian |
| n | Men | | n | Black or African American |
| | | | n | White |
| | | | | |
 | DIRECTOR TENURE |
|  |
| Average Tenure |
17
| | | | | | | | | | | | | | | | | |
| n | <65 | | n | <6 |
| n | 65-70 | | n | 6-10 |
| n | >70 | | n | 11+ |
19 Assured Guaranty 2022 Proxy Statement
Summary information about our director nominees and their skills relevant to serving on our Board is provided in the matrix below. Further information about each director nominee may be found on the seven pages following this one.
* | In the case of persons who are not currently serving on the Audit Committee, the individual is likely to be qualified to be an audit committee financial expert based on their experience, but was not designated as such by the Board of Directors this year.
|
18
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Borges | Buhl | Frederico | Howard | Jones | Kenny | Kreczko | Leathes | McCloskey | Omura | Radtke | Shea |
| Financial Guaranty Industry | ü | ü | ü | ü | ü | ü | ü | ü | | ü | | |
| U.S. Public Finance | ü | | ü | | ü | | | | | | | ü |
| Non - U.S. Finance | | | ü | | | | | | | ü | | |
| Infrastructure Finance | ü | | ü | | | | | ü | | ü | | ü |
| Audit and Internal Control | ü | ü | ü | ü | ü | ü | ü | ü | ü | | | ü |
| Government Service | ü | | | | | | ü | | | ü | | ü |
| Financial Reporting | ü | ü | ü | ü | ü | ü | ü | ü | | | ü | ü |
| Investment Management | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | | |
| Legal and Compliance | ü | ü | | ü | | | ü | | ü | | ü | ü |
| Insurance Industry | ü | ü | ü | | ü | ü | ü | | | ü | | |
| Banking | | | | ü | | | | ü | | ü | ü | |
| Corporate Governance | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | | ü |
| Risk Management | ü | ü | ü | ü | ü | | ü | ü | ü | ü | ü | ü |
| Enterprise Risk Management | | ü | ü | ü | | ü | ü | ü | | ü | | |
| Cybersecurity and Data Privacy | | ü | | ü | | | ü | | ü | | ü | ü |
| Human Capital Management | ü | | | ü | | | ü | | ü | ü | ü | |
Environmental and Climate Change | ü | | | | | | ü | | | ü | | ü |
| Audit Com. Financial Expert* | ü | ü | NA | ü | ü | ü | | ü | | | | ü |
| Independent | ü | ü | | ü | ü | ü | ü | ü | ü | ü | ü | ü |
| Director Since | 2007 | 2004 | 2004 | 2012 | 2015 | 2004 | 2015 | 2013 | 2021 | 2014 | 2021 | 2021 |
| Age | 70 | 75 | 69 | 68 | 72 | 79 | 70 | 74 | 60 | 66 | 53 | 61 |
NOMINEES FOR DIRECTOR
The following pages provide biographical information about the thirteen individuals who have been nominated to serve as directors of our Company until their successors are duly elected. Our directors are elected annually.
The biographical information on the following pages should be read in conjunction with the skills matrix on the previous page.
* In the case of persons who are not currently serving on the Audit Committee, the individual is likely to be qualified to be an audit committee financial expert based on their experience, but was not designated as such by the Board of Directors this year.
20 Assured Guaranty 2022 Proxy Statement
NOMINEES FOR DIRECTOR
| | | | | |
Francisco L. Borges Chairman
Nominating and Governance (Chair) Executive (Chair) Environmental and Social Responsibility
| |  |
Mr. Borges has expertise in finance arising from his experience structuring and marketing financial guaranty insurance, and in investment management. In addition, his public service background has given him insight on public finance. His current position gives Mr. Borges insights into the financial markets in which our Company operates and will be particularly useful as our Company expands its asset management business. Each of these areas is important to our business.
Mr. Borges, age
69,70, became a director of AGL in August 2007, and has been
ChairmanChair of our Board of Directors since May 2015. He is
Chairmana partner of Ares Management Corporation (Ares) and Co-Head of Ares Secondary Solutions. Prior to its acquisition by Ares in 2021, Mr. Borges was Chair and Managing Partner of Landmark Partners, LLC, an alternative investment management firm where he has been employed since 1999.
Prior to joining Landmark,Previously, Mr. Borges was managing director of GE Capital’s Financial Guaranty Insurance Company and capital markets subsidiaries. Mr. Borges is a former Treasurer for the State of Connecticut and a former Deputy Mayor of the City of Hartford, Connecticut.
Mr. Borges also chairs the board of trustees of the Knight Foundation and is a member of the board of trustees for the Millbrook School. He is also a member of the board of directors of Davis Selected Funds, where he serves on the Pricing Committee, and of Hartford Healthcare. On March 28, 2022, and after nine years of service, Mr. Borges will be stepping down from the board of directors of Jefferies Financial Group Inc., where he serves on the Audit Committee and the Nominating and Corporate Governance Committee.
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G. Lawrence Buhl Independent Director Director Since: 2004 Committee Memberships: Audit Compensation Environmental and Social Responsibility | |
| | |
G. Lawrence Buhl
Independent Director
Director Since: 2004
Committee Memberships:
Audit
Compensation
|
|  |
Mr. Buhl’s insurance and
Boardboard experience and his knowledge of specific financial reporting requirements applicable to financial guaranty companies and familiarity with compliance, finance, governance, control environment and risk management requirements and processes for public companies and the financial guaranty industry benefit the Board in its deliberations and oversight.
Mr. Buhl, age
74,75, became a director of AGL upon completion of our 2004 initial public offering. Through 2003, Mr. Buhl served as the Regional Director for Insurance Services in Ernst & Young LLP’s Philadelphia, New York and Baltimore offices and as audit engagement partner for insurance companies, including those in the financial guaranty industry.
Mr. Buhl served as a director for Harleysville Group, Inc. and its majority shareholder, Harleysville Mutual Insurance Company, from 2004 through their 2012 merger/combination with Nationwide Mutual Insurance Company and served on an Advisory Board to Nationwide through April 2014. Mr. Buhl is a member of the Board of Directors of Penn National Insurance Group in Harrisburg, Pa.PA since April 2015 and is also an emeritus member of the Board of Sponsors of the Sellinger School of Business and Management of Loyola University Maryland.
21 Assured Guaranty 2022 Proxy Statement
| | | | | |
Dominic J. Frederico Chief Executive Officer Director Since: 2004 Committee Memberships: Executive | |
| | |
Dominic J. Frederico
Chief Executive Officer
Director Since: 2004
Committee Memberships:
Executive
|
|  |
Mr. Frederico has the most comprehensive knowledge of all aspects of our operations as well as executive experience. He also has extensive industry experience, which makes him valuable both as an officer and as a director of AGL.
Mr. Frederico, age
68,69, has been a director of AGL since our 2004 initial public offering, and the President and Chief Executive Officer of AGL since 2003. During his tenure as President and Chief Executive Officer, our Company became the leading provider of municipal bond insurance and financial guaranties. Under his leadership, our Company completed its 2004 initial public offering and, in 2009, acquired the financial guaranty insurance company now named Assured Guaranty Municipal Corp., thereby bringing together the only two monoline bond insurers to continue writing financial guaranty policies before, during and after the 2008 financial crisis. In the following years, he led our acquisition of a number of the remaining legacy financial guaranty insurance companies or their portfolios, expanding our reach, consolidating industry capital and solidifying our position as the leader in the financial guaranty industry. More recently, he is leading our expansion into asset management, which we believe will provide us with a new revenue source, reduce the volatility of our earnings and create another avenue for growth.
Mr. Frederico served as Vice
ChairmanChair of ACE Limited (now known as Chubb Limited) from 2003 until 2004 and served as President and Chief Operating Officer of ACE Limited and
ChairmanChair of ACE INA Holdings, Inc. from 1999 to 2003. Mr. Frederico was a director of ACE Limited from 2001 through May 2005. From 1995 to 1999, Mr. Frederico served in a number of executive positions with ACE Limited, during which period he oversaw the successful acquisition and integration of the domestic and international property casualty operations acquired by ACE Limited from CIGNA Corporation in July 1999 and the acquisition of Capital Re Corp., the predecessor company to our Company, in December 1999.
Prior to joining ACE Limited, Mr. Frederico spent 13 years working for various subsidiaries of the American International Group. His last position at the group was Senior Vice President and Chief Financial Officer of AIG Risk Management.
Mr. Frederico is a member of the Amynta Group advisory board.
20
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Bonnie L. Howard Independent Director Director Since: 2012 Committee Memberships: Audit (Chair) Compensation Nominating and Governance | |
| | |
Bonnie L. Howard
Independent Director
Director Since: 2012
Committee Memberships:
Audit (Chair)
Risk Oversight
|
|  |
Ms. Howard’s background in audit, finance and enterprise risk management is valuable to the Board in its oversight of our financial reporting and credit and risk management policies.
Ms. Howard, age
67,68, became a director of AGL in August 2012. Ms. Howard has more than 30 years of experience in credit, risk management and financial reporting policies. She worked at Citigroup, Inc. from 2003 to 2011, serving as Chief Auditor from 2004 to 2011 and Global Head of Control and Emerging Risk from 2010 to 2011, leading a team of over 1,500 professionals covering $1.9 trillion of assets in over 100 countries, until her retirement in 2011. She was previously Managing Director of Capital Markets Audit at Fleet Boston Financial and a Managing Director at JPMorgan in the roles of Deputy Auditor and head of Global Markets Operational Risk Management. Ms. Howard is a certified public accountant in the United States and has over a decade of experience with KPMG and Ernst & Young.
Ms. Howard serves on the board of directors of Artisan Partners Funds, where she chairs the Audit Committee. Ms. Howard previously served on the board of directors of BMO Financial Corp., where she was a member of the Audit Committee, and the board of directors of BMO Harris Bank N.A., where she chaired the Directors’ Trust Committee and the Audit Committee, until April 2018.
22 Assured Guaranty 2022 Proxy Statement
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Thomas W. Jones Independent Director Director Since: 2015 Committee Memberships: Compensation (Chair) Audit Nominating and Governance | |
| | |
Thomas W. Jones
Independent Director
Director Since: 2015
Committee Memberships:
Compensation (Chair)
Audit
|
|  |
Mr. Jones’ background has given him extensive experience in investment management and in the operations of large financial institutions, which is valuable to the Board as our Company expands its asset management business. His previous service on the boards of other financial services companies and the Federal Reserve Bank of New York adds value to the Board and Board committee deliberations.
Mr. Jones, age
71,72, became a director of AGL in August 2015. Mr. Jones is the founder and senior partner of venture capital firm TWJ Capital LLC. Prior to founding TWJ Capital in 2005, he was the chief executive officer of Global Investment Management at Citigroup, which included Citigroup Asset Management, Citigroup Alternative Investments, Citigroup Private Bank and Travelers Life & Annuity. Earlier, he held a series of positions at TIAA-CREF, including vice
chairmanchair and director, president and chief operating officer, and executive vice president and chief financial officer, and at John Hancock Mutual Life Insurance Company, where he rose to senior vice president and treasurer. He began his career in public accounting and management consulting, primarily at Arthur Young & Company (predecessor to Ernst & Young).
Mr. Jones was elected to the board of directors of Jefferies Financial Group, Inc. effective March 28, 2022. A trustee emeritus of Cornell University, Mr. Jones has served on numerous boards in the past, including those of the Federal Reserve Bank of New York (where he was vice chairman)chair), Altria Group, Freddie Mac, Travelers Group, Fox Entertainment Group, Pepsi Bottling Group and TIAA-CREF. Mr. Jones has been designated a Board Leadership Fellow by the National Association of Corporate Directors, and is a licensed Certified Public Accountant.
21
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Patrick W. Kenny Independent Director Director Since: 2004 Committee Memberships: Compensation Nominating and Governance Executive | |
| | |
Patrick W. Kenny
Independent Director
Director Since: 2004
Committee Memberships:
Compensation
Nominating and Governance
Environmental and Social
Responsibility
Executive
|
|  |
Mr. Kenny has extensive insurance industry experience, including executive experience within the industry. In addition, the Board benefits from Mr. Kenny’s experience serving as a Board member of several Voya funds as our Company expands its asset management business, as well his experience as an accountant.
Mr. Kenny, age
78,79, became a director of AGL upon completion of our 2004 initial public offering. He served as the President and Chief Executive Officer of the International Insurance Society in New York, an organization dedicated to fostering the exchange of ideas through a program of international seminars and sponsored research, from 2001 to 2009. From 1998 to 2001, Mr. Kenny served as executive vice president of Frontier Insurance Group, Inc. From 1995 to 1998, Mr. Kenny served as senior vice president of SS&C Technologies. From 1988 to 1994, Mr. Kenny served as Group Executive, Finance & Administration and Chief Financial Officer of Aetna Life & Casualty.
Until 2018, Mr. Kenny served on the board of directors of several Voya funds, where he was a member of the Audit Committee and the Chairperson of the Nominating and Governance Committee. Until December 2009, Mr. Kenny was a director and member of the Audit and the Compensation committees of Odyssey Re Holdings Corp. Mr. Kenny was also a director of the Independent Order of Foresters from 1997 to 2009.
23 Assured Guaranty 2022 Proxy Statement
| | | | | |
Alan J. Kreczko Independent Director Director Since: 2015 Committee Memberships: Environmental and Social Responsibility (Chair) Finance Risk Oversight | |
| | |
Alan J. Kreczko
Independent Director
Director Since: 2015
Committee Memberships:
Environmental and Social
Responsibility (Chair)
Nominating and Governance
Finance
|
|  |
Mr. Kreczko’s lengthy service in senior legal and policy positions both in the federal government and in the insurance industry, as well as the global and governmental perspective he has gained, are valuable to the Board. Mr. Kreczko’s experience chairing The Hartford’s Environment Committee makes him particularly valuable as the chair of our Environmental and Social Responsibility Committee.
Mr. Kreczko, age
69,70, became a director of AGL in August 2015. Mr. Kreczko retired from The Hartford Financial Services Group, Inc., which we refer to as The Hartford, on December 31, 2015, where he served as executive vice president and general counsel from June 2007 until June 2015. In that capacity, Mr. Kreczko oversaw the law department, government affairs, compliance and communications. Additionally, he chaired The Hartford’s Environment Committee. From June 2015 until December 2015, he served as Special Advisor to the Chief Executive Officer.
Mr. Kreczko joined The Hartford in 2003 after 27 years in public service at the United States Department of State, where he held various senior positions. As the Acting Assistant Secretary of State for Population, Refugees and Migration, he led the department’s response to humanitarian crises in conflict situations, including Afghanistan, Timor, and West Africa. Before that, Mr. Kreczko served as special assistant to President Clinton and legal advisor to the National Security Council. Earlier, he participated in sensitive bilateral and multilateral negotiations as deputy general counsel to the Department of State and as legal advisor to the personal representatives for Middle East negotiations of Presidents Carter and Reagan. Mr. Kreczko is on the board of the Boys and Girls Clubs of Hartford.
22
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Simon W. Leathes Independent Director Director Since: 2013 Committee Memberships: Risk Oversight (Chair) Finance Executive | |
| | |
Simon W. Leathes
Independent Director
Director Since: 2013
Committee Memberships:
Risk Oversight (Chair)
Finance
Executive
|
|  |
Mr. Leathes’ considerable experience in investment and risk management, as well the institutional knowledge gained through his directorship of our Company’s U.K. affiliate, is valuable to the Board and its committees.
Mr. Leathes, age
73,74, joined the Board of AGL in May 2013. From 2012 to 2017, Mr. Leathes was a
non-executive director of HSBC Bank plc and was a member of its Risk Committee and its Audit Committee; he was also a
non-executive director and member of the Audit and Risk Committees of HSBC Trinkaus & Burkhardt AG. In December 2011, he became an independent,
non-executive director of our Company’s U.K. insurance subsidiary, Assured Guaranty UK Limited. Mr. Leathes also served as an independent,
non-executive director of our Company’s two other U.K. insurance subsidiaries: Assured Guaranty (UK) plc and Assured Guaranty (London) plc, until November 7, 2018 when they were consolidated into Assured Guaranty UK Limited.
After nine years of service, in December 2020 Mr. Leathes retired from the Assured Guaranty UK Limited board in accordance with Prudential Regulatory Authority Guidelines. From 1996 to 2018, Mr. Leathes served as a
non-executive director of
HSB-Engineering Insurance Ltd., a U.K. subsidiary of Munich Re, where he was the
chairmanchair of the Audit and Finance Committee.
Mr. Leathes served as Vice ChairmanChair and Managing Director of Barclays Capital, the investment banking subsidiary of Barclays plc, from January 2001 until his retirement in December 2006. In addition, he served from 2001 to 2010 as a non-executive director of Kier Group plc, a company listed on the London Stock Exchange, where he also served as chairmanchair of the Audit Committee and a member of the Remuneration and Nominations committees. Until June 2014, Mr. Leathes served as the chairmanchair of the trustees of the Kier Group Pension Scheme.
24 Assured Guaranty 2022 Proxy Statement
| | | | | |
Michelle McCloskey Independent Director Director Since: 2021 Committee Memberships: Audit Environmental and Social Responsibility | |
| | |
Michelle McCloskey
Independent Director
Director Since: New
Committee Memberships:
New
|
|  |
Ms. McCloskey’s extensive experience in investment and risk management adds considerable value to the Board and its committees.
Ms. McCloskey, age
59,60, has more than 35 years of experience in executive roles in the energy, financial trading and asset management sectors. She worked at Man Group, an investment management firm with assets in excess of $113 billion, from 2006 to 2019, serving as a member of the Man Group Executive Committee since 2012, President of Man FRM since 2015 and President of the Americas since 2017. In this capacity, Ms. McCloskey was responsible for selection and oversight of all investment strategies, managing client relationships and overseeing key strategic relationships across the business. Ms. McCloskey also led Man Group’s diversity and inclusion network in the U.S. Prior to her tenure at the Man Group, Ms. McCloskey was a portfolio manager in the commodities sector for a variety of institutions, including energy companies, investment banks, and private asset managers.
Ms. McCloskey is an independent director for the Sanford Bernstein family of funds at Alliance Bernstein.
Ms. McCloskey served as a member of the Investment Advisory Committee for the Texas Tech University System Endowments. She also served on numerous governance committees, including investment and board positions for both publicly and privately offered investment vehicles and as a trustee for the US Charitable Trust.
23
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Yukiko Omura Independent Director Director Since: 2014 Committee Memberships: Environmental and Social Responsibility Finance Risk Oversight | |
| | |
Michael T. O’Kane
Independent Director
Director Since: 2005
Committee Memberships:
Finance (Chair)
Audit
| |  |
Qualifications:
Mr. O’Kane’s background has given him considerable experience in investment and risk management, both of which are key aspects of our business and are important to the Board and Board committee deliberation.
Biography:
Mr. O’Kane, age 75, became a director of AGL in August 2005. From 1986 until his retirement in August 2004, Mr. O’Kane was employed at TIAA-CREF (financial products) in a number of different capacities, most recently as Senior Managing Director, Securities Division. In that capacity, he oversaw approximately $120 billion of fixed income assets and approximately $3.5 billion of private equity fund investments.
From 2006 to 2013, Mr. O’Kane served as a director of Jefferies Group, Inc., where he was a member of the Audit, Compensation and Governance committees. In March 2013, Jefferies merged into Leucadia National Corporation, where Mr. O’Kane now serves as the lead director and as a member of the Compensation and the Nominating and Governance committees.
| | |
Yukiko Omura
Independent Director
Director Since: 2014
Committee Memberships:
Finance
Risk Oversight
| |  |
Ms. Omura brings more than
3040 years of international professional experience in the financial sector working in major financial centers of the world. Her global experience adds considerable value to the Board.
Ms. Omura, age
65,66, joined the Board of AGL in May 2014. She is a
non-executive director of Nishimoto HD Co. Ltd. and a
non-executive member of the Board of Directors of HSBC Bank
plc,plc. She also serves as Senior Independent Director of the Private Infrastructure Development Group and
has served as chair of its subsidiary, GuarantCo. Ms. Omura was a Supervisory Board Member of Amatheon Agri Holding N.V. until March 2018. She served as Undersecretary General and Vice President of the International Fund for Agricultural Development until February 2012 and, prior to that, as Executive Vice President and CEO of the Multilateral Investment Guarantee Agency of the World Bank Group.
Ms. Omura began her career as a project economist with the Inter-American Development Bank, working in the infrastructure sector. She then worked in senior positions at several major investment banks in Tokyo, New York and London. At JPMorgan she worked in mergers and acquisitions and derivatives, launched the emerging markets operations in Tokyo and led EMSTAR (Emerging Markets Sales,Trade and Research) Marketing for Northern Europe out of London. Subsequently, Ms. Omura served as Senior Vice President and Head of Emerging Markets Asia, and then as Head of Credit Business, Asia at Lehman Brothers. She then became Managing Director and Head of the Global Fixed Income and Derivatives Department for Union Bank of Switzerland, Japan. Following a merger with Swiss Bank Corp., Ms. Omura became the new head of the merged bank’s Global Fixed Income and Derivatives Department, after which she joined Dresdner Bank as Managing Director and Head of Global Markets and Debt Office, Japan.
In 2002, Ms. Omura created the HIV/AIDS Prevention Fund, a charitable company based in London.
