
Bonnie L. Howard Independent Director Director Since: 2012 Committee Memberships: Audit (Chair) Compensation Nominating and Governance

Qualifications:

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.

Biography:

Ms. Howard, age ~~68,~~69, 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~~


Thomas W. Jones Independent Director Director Since: 2015 Committee Memberships: Compensation (Chair) Audit Nominating and Governance

Qualifications:

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~~pursues its goal of increasing asset ~~management business.~~management-related earnings and increasing our investment in alternative assets. 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.

Biography:

Mr. Jones, age ~~72,~~73, 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 chair 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~~serves on the board of directors of Jefferies Financial Group, Inc. ~~effective March 28, 2022.~~where he chairs the Risk and Liquidity Oversight Committee and serves on the Audit Committee, the ESG, Diversity and Inclusion Committee and the Nominating and Corporate Governance Committee. 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 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.

Assured Guaranty 2023 Proxy Statement 26


Patrick W. Kenny Independent Director Director Since: 2004 Committee Memberships: Compensation Environmental and Social Responsibility Nominating and Governance Executive

Qualifications:

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~~continues its growth in alternative asset management, ~~business,~~ as well his experience as an accountant.

Biography:

Mr. Kenny, age ~~79,~~80, 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~~From 2005 to 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~~From 2006 to 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

Qualifications:

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 also has insight about cybersecurity matters arising from his experience as co-chair of The Hartford's Cyber Security Committee.

Biography:

Mr. Kreczko, age ~~70,~~71, 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 and co-chaired The Hartford's Cyber Security 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.

27 Assured Guaranty 2023 Proxy Statement


Simon W. Leathes Independent Director Director Since: 2013 Committee Memberships: Risk Oversight (Chair) Finance Executive

Qualifications:

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.

Biography:

Mr. Leathes, age ~~74,~~75, 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 chair of the Audit and Finance Committee.

Mr. Leathes served as Vice Chair 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 chair of the Audit Committee and a member of the Remuneration and Nominations committees. Until June 2014, Mr. Leathes served as the chair 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~~

~~Qualifications:~~

~~Ms. McCloskey’s extensive experience in investment and risk management adds considerable value to the Board and its committees.~~

~~Biography:~~

Ms. McCloskey, age 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.


Yukiko Omura Independent Director Director Since: 2014 Committee Memberships: Finance (Chair) Environmental and Social Responsibility ~~Finance~~ Risk Oversight

Qualifications:

Ms. Omura brings more than 40 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.

Biography:

Ms. Omura, age ~~66,~~67, 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. She also serves as Senior Independent Director of the Private Infrastructure Development ~~Group and has served as chair of its subsidiary, GuarantCo.~~Group. 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 inon the mergers and acquisitions and derivatives teams, 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.

25 Assured Guaranty ~~2022~~2023 Proxy Statement 28


Lorin P.T. Radtke Independent Director Director Since: 2021 Committee Memberships: ~~Finance~~Audit Finance Risk Oversight

Qualifications:

Mr. Radtke’s background has given him considerable experience in investment management, client franchise development, structured product marketing and risk management, all of which are valuable to the Board and its ~~committees.~~committees, in particular as our Company pursues its goal of increasing asset management-related earnings and increasing our investment in alternative assets.

Biography:

Mr. Radtke, age ~~53,~~54, is the co-founder and partner of venture capital firm M Seven 8. Prior to founding M Seven 8 in 2017, he spent 24 years in various positions with Goldman Sachs, eight years of which was as a Partner. His career at Goldman Sachs included time in the Chicago, London and New York offices. Mr. Radtke was the Head of Mortgage and Structured Product Sales through the financial crisis of 2008-09 and its emergence from that crisis (2009-14). Mr. Radtke had additional leadership roles within the credit, mortgage and structured product disciplines within the Fixed Income Currencies and Commodities (FICC) Division. He was also responsible for additional sales/marketing groups, portfolio solution groups, and public advisory groups within FICC. These positions included Head of Credit Products Group—Hard Asset and Portfolio Solutions, Head of Structured Products—Distribution and Sourcing, Head of Structured Portfolio Solutions Group and Head of CLO Origination.

Mr. Radtke played an integral role in the development of diverse professionals within Goldman Sachs by leading summer intern, vice president and managing director diversity development programs. He has served as a director on various non-profit boards, including Children of Fallen Patriots Foundation, University of Wisconsin—Milwaukee School of Business and Mariposa Family Learning Center.

Mr. Radtke is a member of the board of directors of the Lord Abbett Family of ~~Funds.~~Funds, where he serves on the Audit Committee.


Courtney C. Shea Independent Director Director Since: 2021 Committee Memberships: Audit ~~Environmental and Social Responsibility~~Finance Risk Oversight

Qualifications:

Ms. Shea’s expertise in audit, risk and investment management is valuable to the Board and its committees. In addition, her experience with state and local governments has given her valuable insight into the U.S. public finance market.

Biography:

Ms. Shea, age ~~61,~~62, has had a 35 year career in U.S. public finance in which she has served as both a municipal advisor and investment banker working with state and local governments, not for profits and universities, in their issuance of municipal bonds. Ms. Shea has served as the Managing Member of Columbia Capital Management, a national municipal advisory firm, since September 2013 and retired in April 2021. Prior to her tenure at Columbia Capital Management, Ms. Shea was an investment banker with several Wall Street firms, including serving as National Head of Public Finance at a division of ABN AMRO for five years.

Ms. Shea is an independent director and Audit Committee chair of the Professional Diversity Network. Additionally she serves on several not–for–profit boards, including the Joffrey Ballet of Chicago and the Milken Institute Center for Financial Markets Public Finance Advisory Council. Ms. Shea was a founding member of Women in Public Finance, a women’s professional organization founded in 1996, and has been designated a Board Leadership Fellow by the National Association of Corporate Directors.

2629 Assured Guaranty ~~2022~~2023 Proxy Statement

AUDIT COMMITTEE REPORT

The Audit Committee consists of ~~six~~five members of the Board of Directors. After reviewing the qualifications of the current members of the Audit Committee and any relationships they may have with our Company that might affect their independence from our Company, the Board of Directors has determined that:

•each Audit Committee member is independent, as that concept is defined in Section 10A of the Exchange Act, the SEC rules promulgated thereunder, and the NYSE listing standards, of our Company and our management;

•each Audit Committee member is financially literate, as contemplated by the NYSE listing standards; and

•~~five~~each Audit Committee ~~members, Mss. Howard and Shea and Messrs. Buhl, Jones and O'Kane, are~~member is an audit committee financial ~~experts,~~expert, as that term is defined under Item 407(d) of Regulation S-K.

The Audit Committee operates under a written charter approved by the Board of Directors, a copy of which is available on our website at www.assuredguaranty.com/governance. Each year, the Audit Committee reviews the charter and reports to the Board of Directors on its adequacy. As more fully described in the charter, the primary purpose of the Audit Committee is to assist the Board of Directors in its oversight of the integrity of our financial statements and financial reporting process; our compliance with legal and regulatory requirements and ~~ethics programs~~ethical standards, policies, and procedures as established by management; the system of internal accounting and financial controls; the audit process; the role and performance of our internal audit ~~process;~~function; and the performance, qualification and independence of our independent auditor.

The Audit Committee annually evaluates the performance of our Company’s independent auditor and provides assistance to the members of the Board of Directors in fulfilling their oversight of the financial reporting practices, including satisfying obligations imposed by Section 404 of the Sarbanes Oxley Act of 2002, and the financial statements of our Company. The Audit Committee selects the independent auditor for the Board of Directors to recommend to the shareholders to appoint. Our Company’s current independent auditor is PricewaterhouseCoopers LLP, which we refer to as PwC.

PwC has served as our independent auditor since 2003. The Audit Committee believes there are significant benefits to having an independent auditor with an extensive history with the Company, including higher quality audit work and accounting advice, due to PwC’s institutional knowledge of our business and operations, accounting policies and financial systems, and internal control framework and operational efficiencies.

Subject to our Company’s shareholders’ statutory right to set the terms of engagement for our independent auditor, including setting the remuneration of the independent auditor and authorizing the Board of Directors, through the Audit Committee, annually to set such terms of engagement, the Audit Committee contracts with and sets the fees paid to our independent auditor. The fees for services for PwC’s audit services the past two fiscal years are set forth under Proposal No. 3:5: Appointment of Independent Auditor. Audit fees relate to professional services rendered for the audit of our consolidated financial statements, audits of the U.S. GAAP and statutory financial statements of certain subsidiaries, review of quarterly consolidated financial statements and U.S. GAAP and statutory financial statements of certain subsidiaries and audit of internal control over financial reporting as required under Sarbanes Oxley Section 404.

The Audit Committee also determines that the non-audit services provided to our Company by the independent auditor are compatible with maintaining the independence of the independent auditor. The Audit Committee’s pre-approval policies and procedures are discussed under Proposal No. 3:5: Appointment of Independent Auditor.

The Audit Committee annually conducts an evaluation of the independent auditor to determine if it will recommend the retention of the independent auditor. The Audit Committee is also involved in evaluating the qualifications and performance of the engagement team and lead partner. As part of the evaluation of the independent auditor, the engagement team and lead partner, the Audit Committee surveys select Company management and all members of the Audit Committee to evaluate the historical and recent performance of the independent auditor and to determine if the independent auditor is meeting our Company’s expectations. Among other things, the Audit Committee considers PwC’s independence, professional skepticism and objectivity, the quality and candor of PwC’s communications with the Audit Committee and management, the quality and efficiency of the services provided by PwC, and the depth of PwC’s understanding of the Company’s business, operations and systems, including the potential effect on the financial statements of major risk and exposures facing the Company. In addition, the Audit Committee obtains and reviews, at least annually, a report by the independent auditor describing:

•the firm’s internal quality-control procedures;

•any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation of the firm by governmental or professional authorities, within the preceding five years, and any steps taken to deal with any such issues; and

•an assessment of the independent auditors’ independence and relationships between the independent auditor and the Company.

27 Assured Guaranty ~~2022~~2023 Proxy Statement 30

The Audit Committee is also involved in evaluating the qualifications and performance of the engagement team and the lead partner. The Audit Committee considers the experience of the independent auditor in auditing companies in the financial guaranty insurance industry and considers the effect of changing independent auditors when assessing whether to retain the current independent auditor. Based upon the foregoing, and in light of the quality of audit services and sufficiency of resources provided, the Audit Committee believes choosing PwC as our Company’s independent auditor would be in the best interest of the Company and its shareholders and recommends the retention of PwC as our Company’s independent auditor for ~~2022.~~2023.

Our Company’s management prepares our consolidated financial statements in accordance with U.S. GAAP and is responsible for the financial reporting process that generates these statements. Management is also responsible for establishing and maintaining adequate internal controls over financial reporting and for performing an assessment of the effectiveness of these controls. PwC audits our year-end financial statements and reviews interim financial statements. PwC also audits the effectiveness of our internal controls over financial reporting. The Audit Committee, on behalf of the Board of Directors, monitors and reviews these processes, acting in an oversight capacity relying on the information provided to it and on the representations made to it by our management, PwC and other advisors. We have also retained Ernst & Young LLP, which we refer to as EY, to provide services to support our Company’s internal audit program and compliance with Section 404 of the Sarbanes Oxley Act of 2002.

During the last year, and earlier this year in preparation for the filing with the SEC of the Company’s Form 10-K, the Audit Committee:

•reviewed and discussed the audited financial statements contained in the Form 10-K with management and PwC;

•reviewed and discussed our quarterly earnings press releases and related materials;

•reviewed the overall scope and plans for the internal and independent audits and the results of such audits;

•reviewed critical accounting estimates and policies and the status of our loss reserves;

•reviewed and discussed ~~our~~litigation, regulatory compliance, and compliance with our conflict of interest ~~regulatory compliance~~ and global code of ethics policies with the General Counsel, Chief Compliance Officer and/or ~~Deputy~~Chief Compliance ~~Officer;~~Officer, Assured Investment Management LLC;

•reviewed and discussed our enterprise risk management and insurance underwriting with the Chief Risk Officer, the Chief Surveillance Officer and the Chief Credit Officer, coordinating the oversight of enterprise risk management and insurance underwriting with the Risk Oversight ~~Committee;~~Committee and with the Board;

•reviewed and discussed cybersecurity risks and ~~privacy matters~~risk management related to financial systems and compliance with our Chief Technology Officer and Chief Information Security ~~Officer;~~Officer, in coordination with the Risk Oversight Committee's supervision of the Company's technology and security risk management programs;

•reviewed and discussed SEC-proposed rules to enhance and standardize climate-related disclosures in our financial statements;

•received periodic updates from management regarding Environmental, Social, and Governance (ESG) matters that may have a significant impact on the Company's financial statements;

•reviewed and discussed the ~~impact of the continuing COVID-19 pandemic on our insurance segment and our asset management segment;~~

•~~reviewed and discussed the~~continued impact on IT resources, cybersecurity, audit procedures and our internal controls of ~~the remote work environment resulting from the continuing COVID-19 pandemic as well as~~ the hybrid office / work-from-home environment adopted by the Company upon the return of its employees to the ~~office;~~office following the COVID-19 pandemic;

•reviewed our compliance with the requirements of Sarbanes Oxley Section 404 and our internal controls over financial reporting, including controls to prevent and detect fraud;

•reviewed our whistleblower policy and its application;

•discussed with PwC all the matters required to be discussed by U.S. GAAP, including the matters required to be discussed by the applicable requirements of the Public Accounting Oversight Board and the SEC, such as:

–PwC’s judgments about the quality, not just the acceptability, of our Company’s accounting principles as applied in our financial reporting;

–methods used to account for significant unusual transactions;

–the effect of significant accounting policies in controversial or emerging areas for which there is a lack of authoritative guidance or ~~consensus;~~consensus and material alternative treatments;

–the process used by management in formulating particularly sensitive accounting estimates and judgments, and the basis for PwC’s conclusions regarding the reasonableness of those ~~estimates;~~estimates and judgments;

–disagreements with management (of which there were none) over the application of accounting principles, the basis for management’s accounting estimates, and disclosures in the financial statements; and

–any significant audit adjustments and any significant deficiencies in internal control;

31 Assured Guaranty 2023 Proxy Statement

•reviewed and discussed with PwC the critical audit matter (CAM) as disclosed in their audit report on our consolidated financial statements;

•reviewed all other material written communications between PwC and management; and

~~28 Assured Guaranty 2022 Proxy Statement~~

•discussed with PwC their independence from our Company and management, including a review of audit and non-audit fees, and reviewed in that context the written disclosures and the letter required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditor’s communications with the Audit Committee concerning independence.

At each quarterly meeting, EY has the opportunity to address pending issues with the Audit Committee and semi-annually specifically reviews the results of internal audits and the overall internal audit program.

At each meeting, the Audit Committee meets in executive session ~~(i.e.~~(i.e., without management present) with representatives of PwC to discuss the results of their examinations and their evaluations of our internal controls and overall financial reporting. Similar executive sessions are held at least semi-annually with representatives of EY. In addition, the Audit Committee meets regularly with certain members of senior management in separate sessions.

Based on the review and discussions referred to above, and in reliance on the information, opinions, reports or statements presented to the Audit Committee by our Company’s management and PwC, the Audit Committee recommended to the Board of Directors that the December 31, ~~2021~~2022 audited consolidated financial statements be included in our Company’s Annual Report on Form 10-K.

The foregoing report has been approved by the Audit Committee.

Bonnie L. Howard, Chair

G. Lawrence Buhl

Thomas W. Jones

~~Michelle McCloskey~~

~~Michael T. O'Kane~~Lorin P.T. Radtke

Courtney C. Shea

29 Assured Guaranty ~~2022~~2023 Proxy Statement 32

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

CD&A ROADMAP


Summary ~~_______________________________~~ ________________________________			3134
~~2021~~2022 Achievements ~~Highlights _____________~~Highlights______________			3134
Our Total Shareholder ~~Return _____________~~Return______________			3336
~~2021~~2022 Results Against Financial Performance ~~Targets _____________________________~~Targets_______________________________			3538
Snapshot of Our CEO’s ~~2021 Compensation _~~2022 Compensation___			3538

Executive Compensation Program Structure and Process~~__________________________~~____________________________			3639
Overview of Philosophy and ~~Design ________~~Design__________			3639
Shareholder Outreach on Our Executive Compensation ~~Program ________________~~Program__________________			3841
The Decision-Making Process _____________			3942
Components of Our Executive Compensation ~~Program ____________________________~~Program______________________________			4043

CEO Performance Review~~_________________~~___________________			4851
~~Overview ______________________________~~Overview_______________________________			4851
Base ~~Salary ___________________________~~Salary_____________________________			4952
Cash ~~Incentive _________________________~~Incentive__________________________			4952
Equity ~~Compensation ____________________~~Compensation_____________________			5558
~~Perquisites ____________________________~~Perquisites_____________________________			5658
Comparison to Executive Compensation Comparison Group______________________
~~Other Named Executive Officer Compensation Decisions~~ ~~____________________________~~			56
~~Non-Financial Objectives and Achievements of the Other Named Executive Officers ____~~			5659


Other Named Executive Officer Compensation Decisions________________________________			59
~~Compensation Decisions for~~Non-Financial Objectives and Achievements of the Other Named Executive ~~Officers _______________________~~Officers_______			5859
Compensation Decisions for our Other Named Executive Officers_______________________			60

~~Separation Agreement~~ ~~______________________~~2022 Executive Compensation Conclusion_____			5961

~~2021 Executive~~ Compensation ~~Conclusion______~~Governance__________________			60
~~Compensation Governance~~ ~~__________________~~			6062
The Role of the Board’s Compensation ~~Committee _____________________________~~Committee_____________________________			6062
The Role of the Independent ~~Consultants ______~~Consultants______			6062
Executive Compensation Comparison ~~Group ___~~Group___			6162
Executive Officer Recoupment Policy and Related Forfeiture and Termination for Cause ~~Provisions _____________________________~~Provisions______________________________			6163
Share Ownership ~~Guidelines ________________~~Guidelines________________			6264
Anti-Hedging ~~Policy _______________________~~Policy_______________________			6364
Anti-Pledging ~~Policy _______________________~~Policy_______________________			6365
Award ~~Timing ____________________________~~Timing____________________________			6365

Post-Employment Compensation _____________			6466
Retirement ~~Benefits _______________________~~Benefits_______________________			6466
~~Severance ______________________________~~Severance______________________________			6466
Change in Control ~~Benefits _________________~~Benefits_________________			6466

Tax Treatment_____________________________			6466

Non-GAAP Financial Measures_______________			6567

3033 Assured Guaranty ~~2022~~2023 Proxy Statement

SUMMARY

Our executive compensation program is designed to attract and retain talented and experienced business leaders who drive our corporate strategies and build long-term shareholder value.

~~The~~Our Compensation Committee assesses performance using pre-established measures of success that are tied to our key business strategies. This approach encourages balanced performance, measured relative to financial and non-financial goals as well as measures of shareholder value, and discourages excessive risk taking or undue leverage by avoiding too much emphasis on any one metric, or on short-term results.

~~In 2021~~2022 Achievement Highlights

During 2022, we ~~exceeded all but one~~continued to build shareholder value, growing our adjusted operating shareholders’ equity* per share and adjusted book value* per share to new highs of ~~the six financial performance targets set by our Compensation Committee~~$93.92 and $141.98, respectively. Our share price responded, rising over 24% from $50.20 at the ~~beginning~~end of 2021 to $62.26 at the end of 2022. Our total shareholder return for the year, a point-to-point measurement based on end-of-year share price and including the impact of dividends and which we refer to as TSR, was over 26%, while the TSR for the S&P 500 Index, the S&P Financial Services Index and the Russell Mid-Cap Financial Services Index were all negative. This is not a fluke — our five-year TSR from the end of 2017 to the end of 2022 was over 102%, while the TSR of those indices ranged between 36% and 57%. We believe the extraordinary performance of our TSR reflects the market's confidence in ~~each case also exceeding prior year performance. We also enjoyed substantial success in achieving~~ the ~~non-financial goals set by~~direction our ~~Compensation Committee at the beginning~~senior executives are leading our Company.

In 2022, we settled all of ~~the year.~~

~~2021 Achievement Highlights~~

~~More than five years of difficult and complex negotiation and litigation over~~our defaulted insured Puerto Rico exposures ~~finally bore fruit in 2021. We completed two plan support agreements with the Federal Oversight Management Board for~~but one (the Puerto Rico and other important stakeholders in 2021, covering 74% of the Puerto Rico debt outstanding on December 31, 2021. This led directly to to the resolution just last week of a significant portion of our insurance exposure to Puerto Rico -- approximately $1.3 billion of net par outstanding at December 31, 2021. With the resolution of our Puerto Rico exposures so much more likely when we closed our books for the year, we were able to take a benefit against our expected losses related to Puerto Rico that was the primary driver of the $204 million economic benefit against our expected losses in the public finance sector.

~~Similarly, more than a decade of hard work with servicers in our legacy residential mortgage backed securities (which~~Electric Power Authority, which we refer to as ~~RMBS)~~PREPA), which when combined with normal amortization, reduced our Puerto Rico insured exposure by $2.2 billion. Partly as a result, we reduced our below investment grade, which we refer to as BIG, insured par exposure to 2.5% of our insured portfolio, ~~to encourage~~below the ~~servicers to keep borrowers~~3% target we set well over a decade ago and the lowest since we acquired Financial Security Assurance in ~~their homes through modifications and forbearances and to maintain liens on the homes continued to pay off in 2021 as ongoing home price appreciation~~2009. We also improved expected recoveries and performance of our insured RMBS portfolio, which, over the year, resulted in an economic benefit against our expected losses of ~~$100~~$143 million.

~~Together, the many-years-long loss mitigation efforts for~~ Further, we continued our ~~Puerto Rico and legacy RMBS exposures contributed substantially~~progress managing our capital by returning $567 million to our ~~2021 net income~~shareholders through share repurchases and dividends.

For five out of ~~$389 million and~~our six financial performance goals, we either exceeded our target for 2022 (in two instances) or we improved over our 2021 adjusted operating income*results (in three instances). We also enjoyed substantial success in achieving the non-financial objectives set by our Compensation Committee at the beginning of ~~$470 million, or $5.23 and $6.32 per share, respectively. Our 2021 net income per share increased by nearly 25% from 2020, and our 2021 adjusted operating income per share more than~~ ~~doubled~~ from 2020. By year-end 2021, our shareholders’ equity attributable to Assured Guaranty Ltd. per share, adjusted operating shareholder’s equity* per share and adjusted book value* per share all reached record levels, at $93.19, $88.73 and $130.67, respectively. Our share price rose 59.4% from $31.49 at year-end 2020 to $50.20 at year-end 2021.the year.

~~These~~Our results were driven in part by our successful pursuit of all of our primary business strategies:


We achieved robust new business production in our insurance segment despite ~~historically low~~the dislocation in the fixed-income markets caused by suddenly rising interest rates, with contributions from our U.S. public finance, non-U.S. public finance (including infrastructure) and global structured finance business. •Gross written premiums were ~~$377~~$360 million, while our new business production in the insurance segment, a non-GAAP financial measure we refer to as PVP,* was ~~$366 million.~~$375 million, exceeding last year's total and the fifth consecutive year in which new business production generated more than $350 million of PVP, and despite the headwinds of low issuance in a volatile fixed-income market trying to absorb a sudden increase in interest rates. •In U.S. public finance, ~~our primary insurance market, we insured 5.0% of par issued out of the entire U.S. new issue municipal market, up substantially from 4.4% in 2020, and the most since 2011. With~~with a ~~more than~~nearly 60% share of new-issue insured par, we ~~led the municipal bond insurance industry to its highest market penetration in~~produced a ~~dozen years.~~ •~~Also in the U.S. public finance market, we insured 48~~total PVP of $257 million, exceeding last year's total. We guaranteed 31 transactions ~~with~~that each utilized over $100 million of ~~par,~~Assured Guaranty insurance, including four where we insured more than ~~in any full year over the past decade and a nearly 25% increase from the 39 such transactions we insured in 2020.~~$500 million. (We focus on such transactions as a good barometer of institutional demand for our product.) •Also in the U.S. public finance market, our activity with secondary market insurance on previously issued bonds was the greatest since 2008. We insured $3.3 billion across 364 secondary market transactions, achieving a 650% growth over last year. •In the non-U.S. public finance market, we generated ~~$79~~$68 million of PVP. •In the structured finance market, we produced ~~nearly $47~~$50 million of PVP, ~~the second-highest PVP in over a decade (excluding a portfolio reinsurance transaction).~~making 2022 our second most productive year for direct structured finance activity since 2012.

* Adjusted operating shareholder’s equity, adjusted book value, adjusted operating income and PVP are non-GAAP financial measures. An explanation of these measures, which are considered when setting compensation for our senior leadership team, and a reconciliation to the most comparable GAAP measures, may be found on pages ~~102~~101 and 103 to ~~106~~107 of our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022.

31 Assured Guaranty ~~2022~~2023 Proxy Statement 34


We enjoyed a milestone year in the insurance loss mitigation area. •We settled all our defaulted insured Puerto Rico exposures but one (PREPA), which when added to normal amortization, reduced our Puerto Rico insured exposure by $2.2 billion during the year. •We reduced our BIG insured par exposure to 2.5% of our insured portfolio, below the 3% target we set well over a decade ago and the lowest since our acquisition of Financial Security Assurance in 2009. •We also improved expected recoveries and performance of our insured RMBS portfolio, which, over the year, resulted in an economic benefit of $143 million against our expected losses.


We continued to ~~develop~~progress our ~~Assured Investment Management (AssuredIM) brand.~~strategic objectives of growing asset management-related earnings and investing in alternative assets. •Despite ~~the COVID-19 pandemic,~~a volatile fixed-income market environment, we raised ~~$3.0~~$1.4 billion of ~~inflows of~~ third-party AUM. •We ~~issued $2.6 billion in new collateralized loan obligations, which we refer~~began exploring strategic alternatives for this business to ~~as CLOs.~~ •~~As a result of both inflows of third-party AUM~~maximize value for our stakeholders and ~~ending certain rebates, we increased~~are seeking alternative accretive strategies to grow our ~~fee-earning assets under management by 28%.~~ •In addition, we are using the knowledge base and experience of AssuredIM to expand the categories and types of investments included in our investment portfolio. Capital invested in AssuredIM funds generated $80 million in pretax equity in earnings, nearly double the $42 million generated in 2020, and representing a blended return of 20.8% in 2021.asset management-related earnings.


We further managed our capital, by returning excess capital to our shareholders and ~~by reducing~~selling recovery bonds received from the ~~average coupon on $600 million~~settlements of ~~long-dated debt by issuing new debt~~certain defaulted Puerto Rico exposures. •We returned approximately ~~$562~~$567 million to our shareholders during ~~2021 through~~2022 by repurchasing Common Shares ($~~496~~503 million) and distributing dividends ($6664 million). •Over the last ~~nine~~ten years, we have distributed approximately ~~$4.8~~$5.4 billion to our shareholders through Common Share repurchases and dividends; and we have repurchased approximately ~~68%~~73% of our Common Shares outstanding at December 31, 2012, which was just before we began our Common Share repurchase program. ~~In 2021 alone, we repurchased approximately 14% of the Common Shares we had outstanding at the beginning of 2021.~~ •We issued $500 million of 10-year Senior Notes at a rate of 3.15% in May and issued $400 million of 30-year Senior Notes at a rate of 3.6% in August. Most of the proceeds of these debt offerings were used to redeem $600 million of long-dated debt obligations, and the remaining proceeds were used primarily for share repurchases. We reduced the average coupon on $600 million of our debt from 5.89% to 3.35%.

We achieved these results despite a persistently challenging business environment.

•~~The uncertainty and travel and face-to-face meeting restrictions caused by~~Interest rate hikes initiated in the ~~continuing COVID-19 pandemic made it more difficult~~U.S. helped dampen the issuance of new municipal securities in 2022, which issuance was down approximately 20% compared to ~~conduct business~~2021, reducing opportunities for us in ~~some of our markets.~~

•~~Over~~ the ~~last several years, municipal bond yields have been at historically low levels, making~~most important market for our insurance ~~product less attractive to issuers.~~ product.

•The ~~30-year AAA Municipal Market Data (MMD) rate is a measure~~rapid rise of interest rates also led to unrealized losses in our fixed income investment portfolio.

•For our non-U.S. business, the Company’s largest financial guaranty insurance market, U.S. public finance. The 30-year AAA MMD rate started 2021 at 1.39% and remained mostly steady ending the year at 1.49%. The average rate for the year was 1.54%, below the 1.71% average for the prior year and a new historical low. The level of interest rates influences how high a premium our Company can charge for our financial guaranty insurance product, with lower interest rates generally lowering the premium rates we may charge.

•The difference, or credit spread, between the 30-year A-rated General Obligation (GO) relative to the 30-year AAA MMD averaged 33 basis points, which we refer to as bps, in 2021--down from 42 bps in 2020. BBB credit spreads measured on the same basis averaged 70 bps in 2021, significantly tighter than the 121 bps average in 2020. Both the A and BBB credit spreads are at their narrowest levels in over a decade. A narrower credit spread is one factor that may restrict the level of premiums our Company can charge for our financial guaranty insurance product.

•~~We also continued to face pricing competition in certain segments~~rapid strengthening of the ~~financial guaranty market from another financial guaranty insurer~~U.S. dollar versus foreign currencies, especially U.K. pound sterling, reduced the dollar value of foreign denominated PVP and gross written premium.

•Despite the strides we have made in managing our capital, we believe we still have excess capital that ~~serves a smaller portion of the market than~~ we ~~serve.~~need regulatory approval to deploy, and therefore are constrained in our ability to improve our capital efficiency and core operating ROE.

The achievements described in this section even in the face of this environment were important considerations for ~~the~~our Compensation Committee in determining the compensation of our named executive officers for the ~~2021~~2022 performance year.

3235 Assured Guaranty ~~2022~~2023 Proxy Statement

Our Total Shareholder Return

The table and chart below depict the cumulative TSR in dollars on our Common Shares from December 31, ~~2016~~2017 through ~~February 28,~~December 31, 2022, relative to the cumulative TSR of the Russell ~~Midcap~~Mid-Cap Financial Services Index, S&P 500 Stock Index, S&P 500 Financials Index and our 21-company executive compensation comparison group constituted by FW Cook in 2022, which we refer to here as our current executive compensation comparison group, over the same period. (Our current executive compensation comparison group is described below under “Compensation Governance—Executive Compensation Comparison Group.”) The table and chart depict the value on December 31 of each year from ~~2016~~2017 through ~~2021, and on February 28,~~ 2022, of a $100 investment made on December 31, ~~2016,~~2017, with all dividends reinvested.

~~Our Compensation Committee has long recognized that, as~~As can be seen in the ~~only public company still writing financial guaranty business, it is difficult for us to identify companies or indices with companies that experience business environments similar to ours,~~graph and ~~to which we can compare~~table below, our ~~performance, including our TSR. For example, developments related to Puerto Rico appear to have had a much larger influence on our~~five-year TSR ~~than on that~~exceeded the TSR of ~~any of~~all the indices or groups to which we compare ~~ourselves. We have substantial insured exposure to general obligation bonds~~ourselves, by between 46 and 74 percentage points. As can also be seen from the graph below, our TSR over the last year was positive, while that of the ~~Commonwealth of Puerto Rico~~indices and various obligations of its related authorities and public corporations. Many of these entities have defaulted on their payment obligations, and we are paying claims related to such payment defaults. We believe that developments relating to our Puerto Rico exposure have had a strong influence on the price of our shares. This appears to have contributed to volatility of our share price. On January 18, 2022, the plan of adjustment covering $1.2 billion, or 34% of our insured net par outstanding of Puerto Rico exposures as of December 31, 2021, was approved. Then, on January 20, 2022, orders were entered finalizing the consensual modification for another $168 million of our insured Puerto Rico exposure outstanding as of December 31, 2021. On February 24, 2022, we announced in our earnings release the impact of these developments on our 2021 consolidated financial statements. We believe it is instructive to look at the TSR measurements not only at December 31 of each year, but also at February 28, 2022 (the last trading day in February), when the price of our shares reflected the impact of 2021 developments related to Puerto Rico announced on February 25, 2022. As can be seen, when measured through February 28, 2022, our TSR essentially kept pace with most of the financial indices to which we compare ourselves, and exceeded our current executive ~~compensation~~ comparison group ~~by nearly 50%.~~were all negative. We believe the extraordinary performance of our TSR reflects the market's confidence in the direction our senior executives are leading our Company.

Calculated from total returns published by Bloomberg.


Cumulative TSR from 12/31/17 to	Assured Guaranty	Executive Compensation Comparison Group	S&P 500 Index	S&P 500 Financials Index	Russell Mid-Cap Financial Services Index
12/31/2017	100.00	100.00	100.00	100.00	100.00
12/31/2018	114.96	87.32	95.61	86.96	89.96
12/31/2019	149.59	116.36	125.70	114.87	120.14
12/31/2020	98.82	113.11	148.81	112.85	126.08
12/31/2021	160.44	143.08	191.48	152.20	171.28
12/31/2022	202.48	128.87	156.77	136.11	149.87

~~33 Assured Guaranty 2022 Proxy Statement~~

Cumulative TSR
from 12/31/16
Assured
Guaranty Executive Compensation Comparison Group S&P 500
Index S&P 500
Financials Index
Russell MidCap
Financial
Services Index
12/31/2016 100.00 100.00 100.00 100.00 100.00
12/31/2017 90.96 114.10 121.82 122.14 116.62
12/31/2018 104.56 97.49 116.47 106.21 104.91
12/31/2019 136.07 130.66 153.13 140.30 140.11
12/31/2020 89.89 129.22 181.29 137.83 147.03
12/31/2021 145.94 160.02 233.28 185.90 199.75
02/28/2022 180.15 153.76 214.58 183.48 194.82

Calculated from total returns published by Bloomberg.

The chart and table above compare our TSR based on a start date of December 31, ~~2016.~~2017. Another way to compare our TSR to our current executive compensation comparison group is to examine how our TSR compares over various periods ending on ~~February 28, 2022, after the price of our shares reflected the impact on our financial statements of our 2021 accomplishments.~~December 31, 2022. (Our current executive compensation comparison group is described below under “Compensation Governance—Executive Compensation Comparison Group.”) The chart and table below show our cumulative TSR over the previous 14 12 months, 3824 months, 36 months and 6260 months, with an end date of ~~February 28,~~December 31, 2022, compared to that of our current executive compensation comparison group. ~~On this basis,~~In all cases, our TSR is ~~more than five times~~very significantly exceeded that of our current executive compensation comparison ~~group over the previous 14 months, and materially exceeds that of our current executive compensation comparison group over 38 months and 62 months.~~group.

Assured Guaranty 2023 Proxy Statement 36

Total Shareholder Return Comparison

Period Ending 02/28/2022
Executive Compensation Comparison Group
Average TSR
Assured Guaranty TSR
14 months 18.99% 100.42%
38 months 57.72% 72.29%
62 months 53.76% 80.15%
Calculated from total returns published by Bloomberg.


Period Ending 12/31/2022	Executive Compensation Comparison Group Average TSR	Assured Guaranty TSR
12 months	(8.18)%	26.20%
24 months	13.97%	104.89%
36 months	12.83%	35.35%
60 months	28.87%	102.48%
Calculated from total returns published by Bloomberg.

3437 Assured Guaranty ~~2022~~2023 Proxy Statement

~~2021~~2022 Results Against Financial Performance Targets

WeFor five out of our six financial performance measures, we either exceeded ~~all but one~~the target set by our Compensation Committee (in two instances) or we improved over last year's results (in three instances), despite a year marked by inflation, geopolitical stress, and the dislocation in the fixed-income markets caused by suddenly rising interests rates and the rapid strengthening of the ~~six 2021 financial performance targets set by the Compensation Committee at the beginning of the year, and in each of those instances exceeded the 2020 actual results.~~U.S. dollar versus foreign currencies, especially U.K. pound sterling. The table below summarizes our ~~2021~~2022 results against the ~~2021~~2022 targets for the financial performance measures. The financial performance ~~measurements~~measures are explained in more detail below under “Executive Compensation Program Structure and Process—Components of Our Executive Compensation Program—Cash Incentive Compensation”.

FINANCIAL PERFORMANCE MEASURES 2021 TARGETS 2021 RESULTS BELOW TARGET ABOVE TARGET
Core Operating Income per Diluted Share* $3.62 $5.91
Core Operating Return on Equity* 4.6% 7.3%
Core Operating Shareholders’ Equity per Share* $82.90 $88.26
Core Adjusted Book Value per Share* $122.60 $130.33
PVP $475 million $361 million
Gross Third-Party Assets Raised $2.7 billion $3.0 billion

Financial Performance Measures

2022 Targets

2022 Results

Below Target

Above Target

Core Operating Income per Diluted Share(1)(2)

$4.04

$4.24

Core Operating Return on Equity(1)(2)

4.7%

4.8%

Core Operating Shareholders’ Equity per Share(1)(3)

$94.64

$93.64

Core Adjusted Book Value per Share(1)(3)

$143.28

$141.79

PVP(1)(3)

$515 million

$375 million

Gross Third-Party Assets Raised

$2.8 billion

$1.4 billion

* (1) ��Five of the six ~~financial~~ targets are based on non-GAAP financial measures and four of the six are labeled “core” to distinguish them from similar non-GAAP financial measures. The four “core” measures have been adjusted to exclude the impact of consolidating certain variable interest entities and similar entities, which we refer to as VIEs, while the similar non-core measures have not been so adjusted. We include below on page 67 under “Non-GAAP Financial Measures” a description of the adjustments we make to the most comparable GAAP financial measures to arrive at these "core" measures.

(2) Exceeded target.

(3) Exceeded previous year results.

Snapshot of Our CEO’s ~~2021~~2022 Compensation

For ~~2021, 89.5%~~2022, 89.3% of Mr. Frederico’s compensation constituted incentive compensation: ~~28.9%~~26% of his compensation was in the form of a performance-based cash incentive that was awarded based on measuring his performance against financial performance targets and non-financial objectives set at the beginning of the year, and ~~60.6%~~63.3% was in the form of a long-term equity-based incentive, with 60% of that equity award dependent on performance relative to our pre-established objectives for ~~2022~~2023 to ~~2024.~~2025. The allocation between his fixed and incentive compensation for the ~~2021~~2022 performance year ~~increased~~remained similar to ~~89.5% incentive compensation from 88.9% for~~ the ~~2020 performance~~previous year.

Mr. Frederico received a compensation package for the ~~2021~~2022 performance year that was 6.5% higher than the one he received for the 2020 performance year, reflecting our strong financial and share price performance and the achievement of non-financial strategic objectives that position us for future growth and our successful transformation into a financial services company with a dual focus on financial guaranty and asset management. The increase should also be viewed in the context of Mr. Frederico's compensation package for the 2020 performance year being 4.2%2.3% lower than the one he received for the ~~2019~~2021 performance year, ~~and~~driven largely by a decrease of 12.2% in his ~~2021 compensation package being only 1.9% higher than his 2019 compensation package.~~short-term cash incentive compensation.

•Mr. Frederico’s cash incentive compensation ~~increased~~decreased by ~~16.0%~~12.2% from the prior year, largely as a function of the financial performance goal scores awarded by ~~the~~our Compensation Committee. ~~As a result of meeting all but one of the six financial performance targets set by the Compensation Committee, the~~Our Compensation Committee awarded Mr. Frederico a weighted score on his financial performance targets of ~~82.1%~~61.9%, considerably ~~above~~below his score of ~~61.4%~~82.1% for ~~2020,~~2021, when ~~only three~~all but one of the six financial performance targets were met. ~~The~~Our Compensation Committee awarded him a ~~similar~~slightly higher weighted score on his non-financial objectives for ~~2021,~~2022, 59.4% compared to 56.1% for ~~2021 compared to 57.8% for 2020.~~2021. Mr. Frederico’s total achievement score for ~~2021~~2022 was ~~138.2%~~121.3%, substantially ~~above~~below his score of ~~119.2%~~138.2% for ~~2020, but still below his total achievement score of 149.1% for 2019.~~2021.

•~~The~~Our Compensation Committee considered the appropriate amount of long-term incentive equity compensation to award Mr. Frederico in recognition of his leadership of our ~~significant achievements despite~~Company through the continued ~~disruption~~evolution of ~~COVID-19 and the extraordinarily low interest rates of 2021.~~our Company in 2022. In recognition of these accomplishments and ~~the~~our Compensation Committee’s strong desire that Mr. Frederico continue his leadership as we transform our Company into a more diversified financial services company, ~~with a dual focus on financial guaranty insurance and asset management, the~~our Compensation Committee granted Mr. Frederico long-term equity compensation with a target nominal value of ~~$7,250,000,~~$7,400,000, an increase of ~~$250,000~~$150,000 from his grant for the ~~2020~~2021 performance year.

35 Assured Guaranty ~~2022~~2023 Proxy Statement 38

Mr. Frederico’s compensation package for ~~2021, 2020~~2022 and ~~2019~~2021 were composed of the following:


n			Performance-Based Equity1
n			Time-Based Equity1
n			Performance-Based Cash Incentive
n			Fixed Compensation-Base Salary


		2021 Performance Year Compensation		2020 Performance Year Compensation		Change from 2020 to 2021 Perf. Year			2022 Performance Year Compensation		2021 Performance Year Compensation		Change from 2021 to 2022 Perf. Year
Fixed Compensation—Base Salary (1)	Fixed Compensation—Base Salary (1)	$ 1,250,000		$ 1,250,000		—	%	Fixed Compensation—Base Salary (1)	$1,250,000		$1,250,000		—%
Incentive Compensation	Incentive Compensation							Incentive Compensation
Cash Incentive Compensation	Cash Incentive Compensation	$ 3,454,988		$ 2,979,625		16.0	%	Cash Incentive Compensation	$3,032,000		$3,454,988		(12.2)%
Long-Term Performance-Based Equity	Long-Term Performance-Based Equity	$ 4,350,000	(2)	$ 4,200,000	(2)	3.6	%	Long-Term Performance-Based Equity	$4,440,000	(2)	$4,350,000	(2)	2.1%
Long-Term Time-Based Equity	Long-Term Time-Based Equity	$ 2,900,000	(2)	$ 2,800,000	(2)	3.6	%	Long-Term Time-Based Equity	$2,960,000	(2)	$2,900,000	(2)	2.1%
Total Direct Compensation	Total Direct Compensation	$11,954,988		$11,229,625		6.5	%	Total Direct Compensation	$11,682,000		$11,954,988		(2.3)%

(1) Mr. Frederico’s base salary for each of the ~~2021~~2022 and ~~2020~~2021 performance years was established at the beginning of such performance year, in February. Accordingly, Mr. Frederico’s ~~2021~~2022 base salary was established in February ~~2021.~~2022.

(2) Represents ~~the~~our Compensation Committee’s target nominal value for the relevant performance year. The number of units granted is calculated by dividing such value by the average closing price on the NYSE of a Common Share over the 40 consecutive trading days ending on the date of grant.

The compensation package presented in the table above is different from the SEC-required disclosure in the Summary Compensation Table below and is not a substitute for the information in that table. Rather, it is intended to show how ~~the~~our Compensation Committee linked Mr. Frederico’s compensation and its components to our performance results and his achievements for the prior year.

EXECUTIVE COMPENSATION PROGRAM STRUCTURE AND PROCESS

Overview of Philosophy and Design

Our executive compensation program applies to our CEO, each of our other executive officers, and our other senior managers reporting directly to our CEO, all of whom together we refer to as our senior leadership team. Our Compensation Committee considers market pay practices when setting compensation for our senior leadership team to assess the overall competitiveness and reasonableness of our executive compensation program, although it does not compare specific compensation elements or total compensation to market data. Our Compensation Committee believes compensation decisions are complex and require a deliberate review of a number of

39 Assured Guaranty 2023 Proxy Statement

factors, including Company and individual performance, individual experience, scope of the individual's role, criticality of the role to the Company, internal equity, and comparator compensation levels. Our compensation philosophy is to use a balanced and disciplined approach to pay for performance over the long-term, as well as on an annual basis. Our performance considerations include both financial and non-financial measures for our Company, line of business, and the individual. We believe our compensation philosophy promotes an equitable and well-balanced approach to compensation, and our executive compensation program is designed to recognize and reward outstanding achievement and to attract, retain and motivate the talented individuals needed to lead and grow our Company’s business. We maintain an ongoing dialog with our shareholders and incorporate their feedback into our program so that the program is aligned with their interests.

~~36 Assured Guaranty 2022 Proxy Statement~~

The guiding principles of our program are:


Pay for Performance	Accountability	Alignment	Retention
by providing an incentive for exceptional performance and the possibility of reduced compensation if executives are unable to successfully execute our strategies	for short- and long- term performance	with shareholder interests	of highly qualified executives with financial guaranty and asset management experience

We Align Pay With Performance

Our program rewards the performance of our senior leadership team, who are directly responsible for our operational results, with a higher proportion of variable and performance-based compensation than it rewards lower level executives. We use a mix of variable at-risk compensation with different time horizons and payout forms to provide an incentive for both annual and long-term sustained performance, in order to maximize shareholder value in a manner consistent with our Company’s risk parameters. ~~The~~Our Compensation Committee assesses the performance of our senior leadership team from both a financial and a non-financial perspective, using pre-established goals.

Members of our senior leadership team are eligible to receive an annual cash incentive, which is based on their performance against pre-established goals over the previous year. They may also receive a long-term equity incentive, the majority of which is performance-based and cliff vests at the end of a three-year performance period, and the remainder of which is time-based and cliff vests at the end of a three-year period. The long-term equity incentive is structured to encourage retention and a long-range mindset.

Executive Compensation Is Closely Tied To Long-Term Performance

~~The~~Our compensation program is structured with upside potential for superior executive achievements, but also the possibility of reduced compensation if members of our senior leadership team do not successfully execute our Company’s strategies. By increasing our senior leadership team’s motivation to enhance shareholder value over the long term, our compensation program aligns their incentives and shareholder interests.

37 Assured Guaranty ~~2022~~2023 Proxy Statement 40

For the ~~2021~~2022 performance year, we maintained the same structure for the compensation package for our senior leadership team as we did for the ~~2020~~2021 performance year:


Principal Elements of Executive Compensation Package			Purpose
Base Salary			Based on responsibilities, skill set and experience, and market measures
Cash Incentive Compensation			Cash reward for performance against annual financial performance targets and progress against strategic non-financial objectives that we expect to drive our growth over the medium to long term
Equity Incentives			60% in performance restricted share units, which we refer to as PSUs, that may be earned over a 3-year performance period based on performance targets, and are paid atfollowing the end of the 3-year performance period if particular performance targets are achieved, with half of the PSUs (or 30% of the long-term equity incentive) being based on growth in our Core Adjusted Book Value per share, and half of the PSUs (or 30% of the long-term equity incentive) being based on our TSR, relative to the 55th percentile of the Russell ~~Midcap~~Mid-Cap Financial Services Index 40% in restricted share units, which we refer to as RSUs, that cliff vest at the end of a 3-year period

Shareholder Outreach on Our Executive Compensation Program

For the past several years, we have actively engaged with our shareholders in order to obtain their feedback on our executive compensation program. In May 2018, after negative recommendations from ~~the~~ two leading proxy advisory firms, only 60% of the Common Shares voting approved our say-on-pay proposal. Following that 2018 say-on-pay vote, we sought to engage with our shareholders with respect to the changes we proposed to make to ~~the~~our executive compensation program in response to the vote recommendations from ~~the~~ two leading proxy advisory firms and the say-on-pay result, and based on advice from FW Cook. As part of that process and our continued dialogue with shareholders, we contacted holders of an aggregate of over 77% of our Common Shares (which comprised every shareholder holding more than 0.16% of our outstanding shares). Based on the feedback from our shareholders and advice from FW Cook, we made a number of structural changes to our executive compensation program in 2019:

•With respect to the short-term cash incentive compensation, we reduced the CEO’s target individual cash multiple to 2.0x from 2.5x and introduced negative discretion for scoring the achievement of financial performance targets that were set below prior year actual results.

•With respect to the long-term equity compensation, we increased the amount dependent on performance measures from 50% to 60% and introduced the two new types of PSUs described above.

•We also ended our reimbursement of executives for the cost of financial planning.

In May 2019, after we made these structural changes to our executive compensation program based on discussions with our shareholders and advice from FW Cook, investors holding over 93% of the Common Shares voting approved our say-on-pay proposal at our Annual General Meeting. Then, in May 2020, and with respect to an unchanged executive compensation program, investors holding over 93% of the Common Shares voting once again approved our say-on-pay proposal at our Annual General Meeting. In light of this positive feedback, we made only one change to our compensation program for the 2020 performance year, adding to our short-term cash incentive plan a new financial performance measure related to our asset management business. Our shareholders have continued to support our compensation program, with investors holding over 92% and 81% of our Common Shares voting to approve our say-on-pay proposal at our Annual General Meetings in May 2021 and May 2022, respectively.

In late ~~2021~~2022 and into early ~~2022,~~2023, we again sought to engage with our shareholders with respect to compensation matters. We contacted holders of an aggregate of nearly ~~85%~~86% of our outstanding Common Shares (which comprised every shareholder holding more than ~~0.1%~~0.03% of our outstanding Common Shares) and offered to discuss our executive compensation program. The holders of approximately ~~24%~~17% of our outstanding Common Shares responded positively, expressing satisfaction with the executive compensation program as it currently stands. The holders of approximately 13% of our outstanding Common Shares specifically responded that they did not need to speak with us because they had no concerns about our executive compensation program, which we have not changed from last ~~year except to expand our recoupment policy.~~

year.

3841 Assured Guaranty ~~2022~~2023 Proxy Statement

The Decision-Making Process

Our Compensation Committee, composed solely of independent directors, is responsible for all decisions regarding the compensation of our senior leadership team, including our CEO. Our Compensation Committee works closely with FW Cook, the Chair of our Board and management to examine pay and performance matters throughout the year, and consults with our Board prior to making final compensation decisions.

Our Compensation Committee conducts in-depth reviews of performance and then applies judgment to make compensation decisions. Our Compensation Committee believes its process, described below, is an effective way to assess the performance, risk management and leadership demonstrated by Mr. Frederico and other members of our senior leadership team.

•In August and November, our Compensation Committee reviews our year-to-date performance against our business plan, our financial performance, and the progress of each member of our senior leadership team against individual performance goals.

•In November, our Compensation Committee reviews and preliminarily approves the metrics and goals in our performance framework and reviews certain performance goals of each member of our senior leadership team for the upcoming year, and begins to formulate its compensation decisions with respect to current year performance. The metrics and goals our Compensation Committee preliminarily sets in November for the upcoming year are based in part on estimates of the full year ~~performance.~~performance, and are finalized the following February.

•In February, our Compensation Committee meets twice. It first meets in early February to receive and review our final results and to evaluate the performance of members of our senior leadership team for the previous calendar year, which we refer to as the performance year, against that performance year’s goals. Our Compensation Committee formulates its preliminary compensation decisions for members of the senior leadership team with respect to that year’s performance, along with the performance goals for each member of our senior leadership team for the coming year. Later in February, our Compensation Committee discusses with other Board members its preliminary compensation decisions for the previous year and the performance goals for each member of our senior leadership team for the coming year, and then makes its final decisions with respect to those matters. Our CEO is not present when our Compensation Committee goes into executive session to evaluate his performance and determine his compensation.

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In making its compensation decisions, our Compensation Committee follows a five-step approach:

Step 5:

Seek input from the independent consultant

concerning CEO pay.

Our Compensation Committee considers FW Cook’s analysis of the compensation paid to executive officers in our executive compensation comparison group when evaluating the compensation of our senior leadership team. The role of FW Cook is described in more detail below under “Compensation Governance—the Role of the Independent Consultants.”

Step 4:

Analyze trends

among comparison companies.

Our Compensation Committee considers market pay levels and trends based on information FW Cook provides about comparison companies.

Step 3:

Review the individual performance and contributions of each member of our senior leadership team.

Our Compensation Committee reviews the individual performance objectives for our CEO and each other member of our senior leadership team, and assesses each person’s performance and contributions. For the members of our senior leadership team other than our CEO, our Compensation Committee considers individual performance assessments and compensation recommendations from our CEO, as well as succession planning and retention issues in this unique segment of the financial services industry.

Step 2:

Assess Company Performance.

Our Compensation Committee reviews our corporate financial performance targets for the performance year and discusses our full-year financial and strategic performance at length, seeking to understand what was accomplished relative to established objectives, how it was accomplished, and the quality of the financial results.

Step 1:

Establishment of financial performance goalsand

non-financial objectives.

At or prior to the beginning of each performance year, our Compensation Committee discusses our Company’s business plan at length and establishes corporate financial goals for the upcoming performance year. Our Compensation Committee also discusses the strategic direction of our Company and establishes non-financial objectives it expects to drive our growth over the medium to long term.

Components of Our Executive Compensation Program

For the ~~2021~~2022 performance year, the compensation package for our senior leadership team again consists of three principal elements: base salary, cash incentive compensation and long-term equity incentives. Our practice is to review the components of our executive compensation package separately and monitor the total of the various components. We consider each component and the total against our compensation objectives described in “Overview of Philosophy and Design.” Decisions related to one compensation component ~~(e.g.~~(e.g., cash incentive compensation) generally do not materially affect decisions regarding any other component ~~(e.g.~~(e.g., long-term equity incentives) because the objectives of each element differ. Due to the seniority of the members of our senior leadership team, variable pay elements are emphasized, but no specific formula, schedule or structure is currently applied in establishing the percentage of total compensation delivered to the members of our senior leadership team through any particular compensation element.

Base Salary

Our Compensation Committee establishes the base salary of each member of our senior leadership team in consultation with FW Cook. We believe base salary is necessary to attract and retain key executives by providing appropriate compensation that is based on position, experience, scope of responsibility and performance. Base salary provides liquidity to ~~our~~ each member of our senior leadership team and balances the levels of guaranteed pay with at-risk pay to properly manage our compensation-related risk. The amount is based on the responsibilities, skills and experience of each member of our senior leadership team, as well as market measures. The level of the base salary of each member of our senior leadership team reflects our Compensation Committee’s view of the contribution that executive has consistently made to our Company’s success over several years, the continuing importance of that executive to our Company’s future, and the difficulty and expense of replacing that executive with one of a similar caliber. Our Compensation Committee does not guarantee salary adjustments on an annual basis; in fact, our CEO’s base salary was last adjusted in February ~~2017.~~2017, and none of the salaries of our named executive officers were adjusted in February 2022 for the 2022 performance year. Base salary is set toward the beginning of the year and is paid to each member of our senior leadership team for ongoing performance throughout the year. For the ~~2021~~2022 performance year, our Compensation Committee established the base salaries of our senior leadership team in February ~~2021.~~2022.

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Cash Incentive Compensation

Unlike base salary, which is set at the beginning of the year in which it is paid, cash incentive compensation is determined after the end of the performance year to which such compensation relates. For the ~~2021~~2022 performance year, our Compensation Committee determined the amount of the cash incentive compensation in February ~~2022.~~2023.

Our Compensation Committee uses a formula to award cash incentive compensation in order to enhance the transparency of our process. The amount of cash incentive compensation is determined based on the extent to which the members of the senior leadership team achieve certain pre-established performance targets; 67% is tied to the achievement of six financial performance targets and 33% is tied to the achievement of non-financial objectives.

Our Compensation Committee considers the six financial performance targets to be important in assessing our Company and the performance of our senior leadership team; for all but one of our named executive officers, each target has a weighting of 11.17% (for a total of 67%). Five of the financial performance targets are based on non-GAAP financial measures that are described below on page 67 under “Non-GAAP Financial Measures.”

Similar to the financial performance goals, the non-financial objectives also relate to matters that are important to our business. Our Compensation Committee believes the qualitative objectives are necessary to fully evaluate the annual achievements that benefit our shareholders, and it does not individually weight the non-financial objectives because it believes it is more appropriate to evaluate the level of achievement of all of the non-financial objectives in their totality.

We provide a diagram of our formula for awarding our annual cash incentive compensation below:

The financial performance targets for ~~2021~~2022 for all the members of our senior leadership team, including Mr. Frederico, our CEO, are set out below. The non-financial objectives for Mr. Frederico are set out below under “CEO Performance Review—Cash Incentive—Mr. Frederico’s Non-Financial Objectives”, while certain of the non-financial objectives for the named executive officers other than Mr. Frederico are discussed below under “Compensation Decisions of Other Named Executive Officers.” For the ~~2021~~2022 performance year, the financial performance targets and the non-financial objectives for the named executive officers were established in February ~~2021,~~2022, and ~~the~~our Compensation Committee determined the extent to which they had been satisfied in February ~~2022.~~2023.

Five of the six financial goals are based on non-GAAP financial measures and four of those five are labeled “core” to distinguish them from similar non-GAAP financial measures. The four “core” measures have been adjusted to exclude the impact of consolidating certain variable interest entities and similar entities, which we refer to as VIEs, while the similar non-core measures have not been so adjusted. We include below on page 67 under “Non-GAAP Financial Measures” a description of the adjustments we make to the most comparable GAAP financial measures to arrive at these "core" measures.

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~~2021~~2022 Financial Performance Measures


Core operating income per diluted share						enables us to evaluate the amount of income we are generating in our business without certain items, primarily non-economic fluctuations and movements in fair value, foreign exchange movements related to long dated receivables and payables, and other adjustments, as well as removing the impact of consolidating VIEs.

Core operating ROE						represents core operating income for a specified period divided by the average of core operating shareholders’ equity at the beginning and the end of that period. This measure enables us to evaluate our return on equity.

Core operating shareholders’ equity per share						presents our equity excluding non-economic fair value adjustments as well as the impact of consolidating VIEs. Core operating shareholders’ equity per share is the basis of the calculation of core adjusted book value, which we refer to as Core ABV, per share, as described below.

Core ABV per share						reflects our core operating shareholders’ equity, plus ~~unearned premiums~~deferred premium revenue on financial guaranty contracts in excess of expected losses to be expensed, plus future estimated revenues from contracts other than financial guaranty insurance contracts (such as specialty insurance contracts and credit derivatives), less deferred acquisition costs. This measure enables us to measure our intrinsic value, excluding our franchise value.

PVP						represents the estimated value of new business production in our insurance segment. PVP takes into account upfront premiums and the present value of estimated future installment premiums ~~using a consistent discount rate~~ on all new contracts written in a reporting period.

Gross third-party assets raised						represents the gross increase in AUM, from sources other than our subsidiaries (but includes assets from employees and former employees). It represents sales of collateralized loan obligations, which we refer to as CLOs, as well as gross increases in funded and unfunded commitments in funds managed by AssuredIM, which we refer to as AssuredIM Funds, during the year. Gross third-party assets raised would also include gross third-party assets obtained in strategic transactions. Gross third-party assets raised increases the total AUM on which we earn recurring asset management fees. We also sometimes refer to this measure as inflows of third-party AUM.

At the beginning of a performance year, our Compensation Committee assigns each member of our senior leadership team an Individual Target Cash Incentive Amount, which is calculated as a multiple of that executive’s base salary, and which we refer to as the Individual Target Cash Incentive Multiple. The amounts of the base salary and Individual Target Cash Incentive Multiples are set based on the executive’s position and level of responsibility, historic pay level, importance to the future strategic direction of our Company and FW Cook’s advice about the compensation practices of companies in our comparison group.

For the ~~2021~~2022 performance year, our Compensation Committee assigned each of the named executive officers an Individual Target Cash Incentive Multiple of 2.0x, the same as last year.

Then, at the end of a performance year, for each member of our senior leadership team, our Compensation Committee calculates and aggregates the weighted achievement scores for the financial performance measures and the individual non-financial objectives. When assessing the level of achievement and assigning scores for the year, our Compensation Committee takes into account the difficulty of achieving particular targets or objectives. ~~Our~~For each financial performance measure, our Compensation Committee has discretion to assign an achievement ~~scores~~score of up to 200% for outstanding performance and ~~achievement scores of~~ down to 0% for performance below target, based on its view of the level of achievement attained for ~~each~~such financial performance ~~target, and~~target; the same scoring system applies for the non-financial objectives, taken as a whole. With the weightings ~~the~~our Compensation Committee has established for each component of the calculation aggregating 100% overall, the maximum total overall weighted score achievable is 200%, and since the Individual Target Cash Incentive Multiple for each of our named executive officers is 2.0x, the maximum short-term incentive opportunity for each of our named executive officers is 4x their base salary. For the 2018 performance year, in response to the previous year's say-on-pay vote result, shareholder feedback and the advice of FW Cook, ~~the~~our Compensation Committee reduced Mr. Frederico's Individual Target Cash Incentive Multiple to 2.0x from 2.5x, thereby reducing his maximum short-term incentive opportunity to 4x his base salary from 5x his base salary. ~~The~~Our Compensation Committee has maintained Mr. Frederico's Individual Target Cash Multiple at 2.0x since then, and Mr. Frederico has not received an increase in his base salary since 2017.

45 Assured Guaranty 2023 Proxy Statement

Since there is a maximum score of 200% and a weighting of 11.7% for each financial performance measure for most of our executive officers, there is a maximum score for each performance measure of 23.4% for those officers, no matter how high the performance measure result is. The same holds true for certain executive officers where the pre-determined weightings differ from 11.7%, just at a different effective maximum.

Our Compensation Committee may exercise negative discretion where the financial performance measure result, while above the target established by our Compensation Committee, is less than the prior year result. ~~The~~For this year, the 2022 performance year, our Compensation Committee ~~has~~ exercised ~~its~~this negative discretion ~~in this area most recently for the 2019~~with respect to two financial performance ~~year. For the 2021 performance year, there was no instance~~

~~42 Assured Guaranty 2022 Proxy Statement~~

measures where the ~~2021 performance measure result was~~2022 results were above the 2022 target ~~established by our Compensation Committee~~ but below the prior ~~year result, so the Compensation Committee had no occasion to consider exercising its negative discretion.~~2021 actual results, specifically, core operating income per diluted share and ROE.

Setting Financial Performance Targets

~~The~~Our Compensation Committee selected in 2015 five of the financial performance measures ~~in 2015~~that we still use based on the unique earnings model of the financial guaranty industry. ~~The~~Our Compensation Committee reconsiders each year whether these measures are the appropriate ones to use in light of our Company’s business. For the 2020 performance year, ~~the~~our Compensation Committee added a sixth financial performance measure, based on gross third-party assets raised, to appropriately incentivize our executives to develop and grow our asset management business. All six financial performance measures receive an equal weighting of 11.17% (so adding to 67% in total) for most of our senior leadership team. For those members of our senior leadership team with responsibility for particular aspects of our business, financial performance measures related to their areas of responsibility are weighted more heavily than the other measures. Among our named executive officers, only one has financial performance measures with unequal weighting: for Mr. Buzen, gross third party assets raised are weighted 33.5% while the other measures are weighted 6.7% (so again adding to 67% in total). ~~The~~Our Compensation Committee believes our progress measured against the financial performance measures it established will, over the long term, result in optimal total shareholder return.

Each year ~~the~~our Compensation Committee sets our financial performance targets at levels it views as challenging based on the projected operating results in our annual business plan. The goals and our business plan acknowledge the unique long-term nature of our financial guaranty insurance business and that the required accounting treatment and operations of a financial guaranty insurer are distinct from other insurance product lines.


Core Operating Income per Diluted Share and Core Operating Return on Equity. Our Compensation Committee set the financial performance targets for core operating income per diluted share and core operating return on equity for the ~~2021~~2022 performance year ~~materially higher than~~below the ~~2020~~2021 actual results. ~~These~~Our Committee viewed these targets ~~were particularly~~as challenging when considering the unique earnings model of the financial guaranty insurance industry. When a financial guarantor writes a new financial guaranty policy, it does not earn the full amount of the premium immediately; rather, when a policy is written, the upfront premium it receives (plus the present value of future premiums) is recorded on its balance sheet as the unearned premium reserve, which we refer to as the UPR. This UPR is earned over the term of the insured obligation, often as long as 20, 30 or even 40 years. For example, only approximately 3%2% of the premiums we earned in ~~2021~~2022 related to new financial guaranty policies we wrote in ~~2021,~~2022, and the rest was earned from our previously established UPR. Because the volume and pricing of new financial guaranty business written in a particular year has only a small impact on premium earnings for that year, most of our operating income from our core financial guaranty business may be forecast based on projections with respect to the very significant UPR that we earn as our insured portfolio amortizes. Despite the relative predictability of the contribution of our primary financial guaranty business to our core operating income per diluted share and core operating return on equity, we consider the financial performance goals we set for these measures to be challenging due to potential uncertainties in the broader market and environment. Those uncertainties include unexpected loss development, level of refunding activity, unexpected mark-to-market movements of ~~investments in~~ alternative investments, and unexpected changes to ~~investment~~reinvestment rates. In addition, variability of our share price and availability of funds for share repurchases may add to the challenges of reaching these goals. Our core operating ROE is also negatively impacted by the amount of excess capital we continue to have. Despite the strides we have made in managing our capital (see “Summary – ~~2021~~2022 Achievement Highlights” above), we believe we still have excess capital that we need regulatory approval to deploy, and therefore are constrained in our ability to improve our capital efficiency and our core operating ROE. This year, we exceeded the targets our Compensation Committee set for these measures, but our results were still below last year's results. As a consequence, our Committee chose to exercise its negative discretion this year and cap the achievement score awarded at 100%.

43 Assured Guaranty ~~2022~~2023 Proxy Statement 46


Core Operating Shareholders’ Equity Per Share and Core Adjusted Book Value Per Share. Our Compensation Committee also wants to encourage our senior leadership team to build intrinsic value in our Company over time for our shareholders, so our Compensation Committee sets targets for core operating shareholders’ equity per share and core adjusted book value per share. Our Compensation Committee believes these measures best capture the long-term value we are building for our shareholders and that growth in these measures will eventually result in growth in the price of our Common Shares. Our Compensation Committee believes that core adjusted book value per share, in particular, is such an important measure of the intrinsic value we are building for our shareholders that our Compensation Committee has made this measure a component of both our short-term and long-term incentive programs. Our Compensation Committee believes that this will motivate our senior leadership team to focus on growth in this measure in both the short and long term, and that eventually growth in the price of our Common Shares will follow.


PVP. Our annual business plan for ~~2021~~2022 challenged our senior leadership team to originate more financial guaranty business in ~~2021~~2022 than the financial guaranty business we originated in ~~2020.~~2021. Our most direct measurement of new insurance business origination is PVP. We set our ~~2021~~2022 PVP target ~~nearly 22%~~43% higher than our ~~our 2020~~2021 actual results.


Gross Third-Party Assets Raised. Our Compensation Committee set this target ~~nearly 69% higher than 2020 actual results.~~ based on what was projected to be a very volatile and challenging business environment in 2022. Our Compensation Committee believes that gross third-party assets raised eliminates the “noise” of the reduction of AUM attributable to the wind-down business and is an appropriate metric against which to weigh the success of management’s efforts to grow our asset management business.

Calculating Cash Incentive Compensation

Based on weighted achievement scores for the financial performance targets and the individual non-financial objectives for each member of the senior leadership team, the individual payouts of the cash incentive for ~~2021~~2022 were calculated as follows:

Annual Individual Target Cash

Incentive Amount

Annual Achievement Score

(a percentage from 0% to 200%)

Annual Cash

Incentive

Payout

(

~~2021~~2022

Base

Salary

~~2021~~2022

Individual Target

Cash Incentive

Multiple

)

(

~~2021~~2022

Financial Target

Achievement

Score

(weighted 67%)

~~2021~~2022

Non-Financial

Objective

Achievement Score

(weighted 33%)

)

~~2021~~2022 Cash

Incentive

Payout

The basic formula for determining cash incentive compensation has remained the same since our Compensation Committee developed the methodology, together with FW Cook, at the beginning of 2015, and our Company’s performance on key financial measures has improved greatly since that time. Four out of five of the financial performance measurements applicable in both periods have improved, as reflected in the table below.

FINANCIAL PERFORMANCE GOALS

2014
Results

2021
Results

FINANCIAL PERFORMANCE GOALS

2014
Results

2022
Results

Core Operating Income per Diluted Share

$2.83

$5.91

Core Operating Income per Diluted Share

$2.83

$4.24

Core Operating Return on Equity

8.1

7.3

Core Operating Return on Equity

8.1

4.8

Core Operating Shareholders’ Equity per Share

$37.48

$88.26

Core Operating Shareholders’ Equity per Share

$37.48

$93.64

Core Adjusted Book Value per Share

$53.78

$130.33

Core Adjusted Book Value per Share

$53.78

$141.79

PVP

$172 million

$361 million

PVP

$172 million

$375 million

Gross Third-Party Assets Raised

$3.0 billion

Gross Third-Party Assets Raised

$1.4 billion

The progress we have made on these fronts is the result of the leadership of Mr. Frederico and the efforts of the rest of our senior leadership team. As a result, our Compensation Committee retained the same general methodology and formulas for cash incentive compensation implemented in 2015 for Mr. Frederico and other members of our senior leadership team, although it has fine-tuned its methodology since then, with the addition of a new financial performance measure beginning in the 2020 performance year being the most recent change.

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Long-Term Equity Incentives

In addition to the cash incentive compensation, our Compensation Committee awards long-term incentive compensation in the form of our Common Shares.

Like cash incentive compensation, equity incentive compensation is awarded after the end of the performance year to which such compensation relates. For the ~~2021~~2022 performance year, our Compensation Committee determined the amount of equity incentive compensation in February ~~2022.~~2023.

Sixty percent of the nominal value of the award is in the form of PSUs that may be earned over a 3-year performance period based on pre-established performance targets, and are paid at the end of the 3-year performance period if particular performance targets are achieved, and the remaining forty percent is in the form of restricted share units (which we refer to as RSUs) that cliff vest at the end of a 3-year period. Details about the individual awards are set out in “CEO Performance Review” and “Other Named Executive Officer Compensation Decisions.”

For the ~~2022~~2023 grant with respect to the ~~2021~~2022 performance year, the proportion of the long-term equity incentive comprising performance-based PSUs was again 60%, with the remainder in time-based RSUs.

Performance Share Units. Each performance restricted share unit, or PSU, represents a contingent right to receive up to a certain number of our Common Shares as described below under “Incentive Plans—Assured Guaranty Ltd. 2004 Long-Term Incentive Plan”. ~~The~~Our Compensation Committee awards PSUs with the intent of aligning executive pay with our Company’s performance.

•PSUs tied to growth in our core adjusted book value per share over a three-year period, which we refer to as ABV PSUs; and

•PSUs tied to our TSR over a three-year period relative to the TSR of the 55th percentile of the Russell ~~Midcap~~Mid-Cap Financial Services Index, which we refer to as Relative TSR PSUs.

This structure has been in place since 2019 and ~~the~~our Compensation Committee maintained the same basic structure for the February ~~2022 grants.~~2023 grants, with a small change in the calculation of the TSR PSUs described below.

ABV PSUs

Our Compensation Committee believes that Core ABV per share is the best measure of the intrinsic value of our Common Shares, and that growth in Core ABV per share will eventually result in growth in the price of our Common Shares. Our Compensation Committee believes that this measure is so important that it has incorporated the measure into both its short-term cash incentive program and its long-term equity compensation program, so that the senior leadership team is motivated to grow Core ABV per share on both a short-term and long-term basis.

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Each ABV PSU represents the right to receive up to two of our Common Shares at the end of a three-year performance period, which runs from January 1 of the year of the grant to December 31 three years later, depending on the growth in Core ABV per share over the three-year performance period. •The target growth rate is an aggregate of 15% over that three-year period, for which the recipient earns one Common Share for each ABV PSU. •At 80% of the target growth (or 12%), which we refer to as the threshold, the recipient earns one-half share for each ABV PSU; for growth rates below that amount, the recipient earns no Common Shares. •At 120% of the target growth (or 18%) or above, which we refer to as the maximum, the recipient earns two of our Common Shares for each ABV PSU. For Core ABV per share growth rates between the threshold and the target and between the target and the maximum, the amount of our Common Shares earned for each ABV PSU is based on straight-line interpolation.

Our Compensation Committee set the ABV PSU target growth rate based on the projected operating results in our annual business plan and after consulting with FW Cook. In setting the ABV PSU target, our Compensation Committee did not consider significant potential or theoretical strategic activities that had not been finalized or share repurchases the funding of which require regulatory approvals that have not yet been obtained, because the conditions for success are highly contingent and outside of the control of our senior leadership team. Given the outsize positive impact on our Company of the successful achievement of at least some such endeavors, our Compensation Committee believes it is appropriate for its senior leadership team to be encouraged to pursue success in these areas through the ABV PSUs. The ABV PSU performance targets remain aligned with our long range plan and are unchanged from last year.

Relative TSR PSUs

Since our ultimate goal is to provide growing shareholder value, our Compensation Committee believes that our long-term equity incentive compensation should also be based on our TSR. However, recognizing that share prices may be influenced by a number of factors, ~~the~~our Compensation Committee decided that a relative measure of TSR was most appropriate.


Each Relative TSR PSU represents the right to receive up to 2.5 (for extraordinary performance at the 95th percentile) of our Common Shares at the end of a three-year performance period, ~~which runs from January 1 of the grant year to December 31 three years later,~~ depending on the performance of our TSR over that three-year period relative to the TSR of the Russell ~~Midcap~~Mid-Cap Financial Services Index, which we refer to as the Index. For the grants of TSR PSUs made in February 2022 and prior, the performance period ran from January 1 of the grant year to December 31 three years later. Beginning with the February 2023 grants for the 2022 performance year, the performance period runs from the grant date of the award in February through the day prior to the third anniversary of that date. For the February 2022 and prior TSR PSU grants, share price movements between January 1 and the grant date resulted in a differential between the GAAP value of the TSR PSU grant and the target value of the TSR PSU grant, and in some years that differential was significant. Changing the performance period to begin on the grant date better aligns the GAAP value of the TSR PSUs with their target values. •The target Company TSR for that period is the 55th percentile of the Index, for which the recipient earns one Common Share for each Relative TSR PSU. •At the 25th percentile of the Index, which we refer to as the threshold, the recipient earns one-half share for each Relative TSR PSU; for Company TSRs below that level, the recipient earns no Common Shares. •A Company TSR at the 95th percentile of the Index, which we refer to as the maximum, or above earns the recipient 2.5 of our Common Shares for each Relative TSR PSU. For Company TSRs between the threshold and the target and between the target and the maximum, the amount of our Common Shares earned for each Relative TSR PSU is based on straight-line interpolation. ~~The~~Our Compensation Committee adopted the following additional restrictions on the Relative TSR PSUs: •The number of Common Shares that can be earned is capped at one share per Relative TSR PSU if the Company TSR is negative, even if above the 55th percentile. •Common Shares earned pursuant to the Relative TSR PSUs remain restricted until one year after they vest.

Our Compensation Committee selected the Russell ~~Midcap~~Mid-Cap Financial Services Index as the best available measure when it established the TSR PSUs in February 2019. Our Compensation Committee believed that aspects of our business are comparable to aspects of various financial services companies, and so determined that the best benchmark for our TSR was a broad index of

49 Assured Guaranty 2023 Proxy Statement

somewhat similarly-sized financial services companies. ~~The~~Our Compensation Committee made this determination after considering and rejecting a number of other options:

•Only one other financial guarantor continues to write new business, and that company is not publicly traded, so a peer group of financial guarantors is not available.

•While analysts sometimes categorize us with property and casualty insurance companies, ~~the~~our Compensation Committee believes that factors impacting the performance of property and casualty insurance companies are unlikely to impact our business in the same way, particularly given the unique long-term nature of our financial guaranty insurance business and the fact that the required

~~46 Assured Guaranty 2022 Proxy Statement~~

accounting treatment and operations of a financial guaranty insurer are distinct from property and casualty and other insurance product lines.

•While the current executive compensation comparison group comprises similarly-sized companies in businesses somewhat similar to our business, many of the companies in that group are mortgage finance and property and casualty insurance and reinsurance companies and our Compensation Committee does not believe that group is an appropriate benchmark for our TSR.

In late 2021, ~~the~~our Compensation Committee considered whether, given changes in the Russell ~~Midcap~~Mid-Cap Financial Services Index since 2019, it should change the reference index used for the TSR PSUs. It chose not to make any changes.

Restricted Share Units


Each restricted share unit represents a right to receive one of our Common Shares at the end of a three-year vesting period as described below under “Incentive Plans—Assured Guaranty Ltd. 2004 Long-Term Incentive Plan”.

Our Compensation Committee awards RSUs with the intent of providing members of the senior leadership team with long-term incentive compensation that increases in value as our Company achieves its strategies. Our Compensation Committee believes this incentivizes members of the senior leadership team to remain with the Company and help build shareholder value over the long term.

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CEO PERFORMANCE REVIEW

Overview

In light of Mr. Frederico’s significant accomplishments in the 2021 performance year and the importance of his continued leadership as we work to transform ourselves into a diversified financial services company, the price performance of our shares over the last year and that we achieved five of our six financial performance targets, the Compensation Committee awarded Mr. Frederico total compensation of $11,954,988, a 6.5% increase from his total compensation for the 2020 performance year. That increase reflects our strong financial and share price performance and the achievement of non-financial strategic objectives that position us for future growth and our successful transformation into a financial services company with a dual focus on financial guaranty and asset management. The increase should also be viewed in the context of Mr. Frederico's compensation package for the 2020 performance year being 4.2% lower than the one he received for the 2019 performance year, and his 2021 compensation package being only 1.9% higher than his 2019 compensation package.

Mr. Frederico’s short-term cash incentive compensation ~~increased~~decreased by ~~16.0%~~12.2% from the prior year, largely as a function of the financial performance target scores awarded by ~~the~~our Compensation Committee. ~~Our~~While our performance exceeded ~~all but one~~two of the six ~~of the~~ financial performance targets set by ~~the~~our Compensation Committee at the beginning of the ~~year.~~year, it fell short of the four other targets. As a result, ~~the~~our Compensation Committee awarded Mr. Frederico a weighted score on his financial performance targets of ~~82.1%~~61.9%, considerably ~~above~~below his score of ~~61.4%~~82.1% for ~~2020,~~2021, when ~~only three~~five of the six financial performance targets were met. ~~The~~Our Compensation Committee ~~also~~ awarded him a ~~similar~~slightly higher weighted score on his non-financial objectives for ~~2021,~~2022, 59.4% for 2022 compared to 56.1% for 2021, ~~compared~~in recognition of Mr. Frederico's leadership of a multi-year effort culminating in the settlement in 2022 of all our defaulted Puerto Rico exposures except one, which when added to ~~57.8% for 2020.~~normal amortization, reduced our insured Puerto Rico exposure by $2.2 billion during the year and helped reduce our BIG insured par exposure to 2.5%, the lowest since we acquired Financial Security Assurance in 2009, as well as Mr. Frederico's leadership of our efforts to increase our asset management-related earnings and our investments in alternative assets. Mr. Frederico’s total achievement score for ~~2021~~2022 was ~~138.2%~~121.3%, substantially ~~above~~below his score of ~~119.2%~~138.2% for ~~2020, but still below his total achievement score of 149.1% for 2019.~~2021.

~~The~~Our Compensation Committee ~~also~~ considered the appropriate amount of long-term incentive equity compensation to award Mr. Frederico in recognition of his leadership of our ~~significant achievements despite~~Company through the ~~continued disruption~~turbulence of ~~COVID-19~~2022, and ~~the extraordinarily low interest rates of 2021. In recognition of these accomplishments and the Compensation Committee’s~~its strong desire that Mr. Frederico continue his leadership as we ~~execute on our multi-year strategy to~~ transform our Company into a more diversified financial services company with increased asset management-related earnings and increased investments in alternative assets. Our Compensation Committee also believed that Mr. Frederico's long-term equity compensation should reflect the very strong performance of our TSR over the last one-, two-, three- and five-year periods, especially in comparison to the TSR of the indices against which we measure ourselves and the current compensation comparison group. As a ~~dual focus on financial guaranty and asset management, the~~result, our Compensation Committee granted Mr. Frederico long-term equity compensation with a target nominal value of ~~$7,250,000, an~~$7,400,000, a 2.1% increase ~~of $250,000~~ from his grant for the ~~2020~~2021 performance year.

Our Compensation Committee again chose not to increase Mr. Frederico's base salary in 2022 or 2023, so his base salary has not increased since 2017.

As a result of the combined impact of the substantial 12.2% decrease in Mr. Frederico's short-term cash incentive in recognition of our falling short of four of the six financial performance targets we set, the 2.1% increase in his long-term incentive equity compensation, and holding his base salary flat for the fifth year in a row, Mr. Frederico's $11,682,000 total compensation package for the 2022 performance year was 2.3% below his package for the 2021 performance year. Our Compensation Committee considered Mr. Frederico's total compensation package to strike the appropriate balance between our financial performance in the short term and the promising long term trajectory of our Company under Mr. Frederico's leadership as demonstrated by the one-, two-, three-, and five-year TSR of our Common Shares.

Mr. Frederico’s total compensation for the ~~2021~~2022 performance year was composed of the following:


		2021 Performance Year Compensation		2020 Performance Year Compensation		2019 Performance Year Compensation		Change from 2020 to 2021			2022 Performance Year Compensation		2021 Performance Year Compensation		Change from 2021 to 2022
Fixed Compensation—Base Salary (1)	Fixed Compensation—Base Salary (1)	$1,250,000		$1,250,000		$1,250,000		—	%	Fixed Compensation—Base Salary (1)	$1,250,000		$1,250,000		—
Incentive Compensation	Incentive Compensation									Incentive Compensation
Cash Incentive Compensation	Cash Incentive Compensation	$3,454,988		$2,979,625		$3,727,000		16.0	%	Cash Incentive Compensation	$3,032,000		$3,454,988		(12.2)%
Long-Term Performance-Based Equity	Long-Term Performance-Based Equity	$4,350,000	(2)	$4,200,000	(2)	$4,050,000	(2)	3.6	%	Long-Term Performance-Based Equity	$4,440,000	(2)	$4,350,000	(2)	2.1%
Long-Term Time-Based Equity	Long-Term Time-Based Equity	$2,900,000	(2)	$2,800,000	(2)	$2,700,000	(2)	3.6	%	Long-Term Time-Based Equity	$2,960,000	(2)	$2,900,000	(2)	2.1%
Total Direct Compensation	Total Direct Compensation	$11,954,988		$11,229,625		$11,727,000		6.5	%	Total Direct Compensation	$11,682,000		$11,954,988		(2.3)%



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


Time and Date						8:00 a.m. London time, May ~~4, 2022~~3, 2023

Place						6 Bevis Marks London, EC3A 7BA United Kingdom

Record Date						March ~~11, 2022~~10, 2023

Voting						Shareholders as of the record date are entitled to vote. Each Common Share is entitled to one vote for each director nominee and one vote for each of the proposals to be voted on. Registered shareholders who hold our shares directly may vote up until 12:00 Noon Eastern Daylight Savings Time on May ~~3, 2022.~~2, 2023. Beneficial owners must submit their voting instructions so that their brokers will be able to vote by 11:59 p.m. Eastern Daylight Savings Time on May ~~2, 2022.~~1, 2023. Employee shareholders who participate in the Assured Guaranty Employee Stock Purchase Plan may vote up until 11:59 p.m. Eastern Daylight Savings Time on April ~~29, 2022.~~28, 2023. In spite of those deadlines, holders who attend the Annual General Meeting will be able to vote in person.


Agenda Item	Board Vote Recommendation	Page Reference (for More Detail)
Election of directors	For each director nominee	Page 1821
Approval, on an advisory basis, of the compensation paid to AGL’s named executive officers	For	Page 7883
Approval, on an advisory basis, of the frequency of the advisory vote on compensation paid to AGL's named executive officers	For a frequency of one year	Page 84
Approval of the AGL Employee Stock Purchase Plan, as amended through the Fourth Amendment	For	Page 85
Appointment of PricewaterhouseCoopers as AGL’s independent auditor for ~~2022~~2023 and authorization of the Board of Directors, acting through its Audit Committee, to set the fees for the independent auditor	For	Page 7989
Direction of AGL to vote for directors of, and the appointment of the independent auditor of, AGL’s subsidiary, Assured Guaranty Re Ltd.	For each director nominee and for the independent auditor	Page 8191


Telephone						(441) 279-5725
Facsimile						(441) 279-5701
e-mail						generalcounsel@agltd.com


Name	Name	Fees Earned or Paid in Cash	Stock Awards(1)	All Other Compensation(2)	Total	Name	Fees Earned or Paid in Cash	Stock Awards(1)	All Other Compensation(2)	Total
Francisco L. Borges(3)	Francisco L. Borges(3)	$345,000	$145,000	$12,707	$502,707	Francisco L. Borges(3)	$345,000	$145,000	$21,535	$511,535
G. Lawrence Buhl	G. Lawrence Buhl	$165,000	$145,000	$16,760	$326,760	G. Lawrence Buhl	$165,000	$145,000	$16,573	$326,573
Bonnie L. Howard	Bonnie L. Howard	$180,000	$145,000	$16,760	$341,760	Bonnie L. Howard	$180,000	$145,000	$16,573	$341,573
Thomas W. Jones	Thomas W. Jones	$180,000	$145,000	$16,760	$341,760	Thomas W. Jones	$180,000	$145,000	$16,573	$341,573
Patrick W. Kenny(4)	Patrick W. Kenny(4)	$150,000	$145,000	$16,957	$311,957	Patrick W. Kenny(4)	$165,000	$145,000	$30,193	$340,193
Alan J. Kreczko(5)	Alan J. Kreczko(5)	$180,000	$145,000	$16,760	$341,760	Alan J. Kreczko(5)	$180,000	$145,000	$16,573	$341,573
Simon W. Leathes(6)	Simon W. Leathes(6)	$198,840	$145,000	$7,521	$351,361	Simon W. Leathes(6)	$180,000	$145,000	$11,739	$336,739
Michelle McCloskey~~(7)~~	Michelle McCloskey~~(7)~~	$150,000	$145,000	—	$295,000	Michelle McCloskey~~(7)~~	$165,000	$145,000	$2,420	$312,420
Michael T. O’Kane		$180,000	$145,000	$12,707	$337,707
Michael T. O'Kane(7)						Michael T. O'Kane(7)	—		$12,420	$12,420
Yukiko Omura	Yukiko Omura	$165,000	$145,000	—	$310,000	Yukiko Omura	$180,000	$145,000	—	$325,000
Lorin P.T. Radtke	Lorin P.T. Radtke	$150,000	$145,000	$10,000	$305,000	Lorin P.T. Radtke	$165,000	$145,000	$17,420	$327,420
Courtney C. Shea	Courtney C. Shea	$150,000	$145,000	$15,000	$310,000	Courtney C. Shea	$165,000	$145,000	$17,420	$327,420


			Assured Guaranty Ltd. 30 Woodbourne Avenue Hamilton HM 08, Bermuda


PROXY STATEMENT SUMMARY _________			1
~~SUMMARY~~ ~~____________________________~~		1
CORPORATE GOVERNANCE ____________		3	4
Overview ______________________________		3	4
How Are Directors Nominated? _____________		4	5
Committees of the Board _________________		5	6
How Are Directors Compensated? __________		7	8
What Is Our Board Leadership Structure? ____		9	11
How Does the Board Oversee Risk? ________		9	11
Compensation Committee Interlocking and Insider Participation ____________________		10	12
What Is Our Related Person Transactions Approval Policy and What Procedures Do We Use To Implement It? ________________		10	12
What Related Person Transactions Do We Have? ______________________________		11
~~Delinquent Section 16(a) Reports ___________~~		11	12
HUMAN CAPITAL MANAGEMENT ________		12	14
ENVIRONMENTAL AND SOCIAL RESPONSIBILITY ______________________		14	17
INFORMATION ABOUT OUR COMMON SHARE OWNERSHIP ___________________		16	19
How Much Stock Is Owned By Directors, Nominees and Executive Officers? ________		16	19
Which Shareholders Own More Than 5% of Our Common Shares? __________________		17	20
PROPOSAL NO. 1: ELECTION OF DIRECTORS _____________		18	21
AUDIT COMMITTEE REPORT ____________		27	30
EXECUTIVE COMPENSATION ___________		30	33
Compensation Discussion and Analysis ______		30	33
CD&A Roadmap _______________________		30	33
Summary _____________________________		31	34
Executive Compensation Program Structure and Process _________________________		36	39
CEO Performance Review _______________		48	51
Other Named Executive Officer Compensation Decisions ________________		56	59
~~Separation Agreement~~		59
~~2021~~2022 Executive Compensation Conclusion ___		60	61
Compensation Governance ______________		60	62
Post-Employment Compensation __________		64	66
Tax Treatment _________________________		64	66
Non-GAAP Financials Measures ___________	67
Compensation Committee Report ___________	68
Summary Compensation Table _____________	6569
Employment Agreements _________________	70
Perquisite Policy ________________________	70
Severance Policy _______________________	70
Employee Stock Purchase Plan ____________	70
Indemnification Agreements _______________	70


~~Compensation Committee Report ___________~~			66
~~Summary Compensation Table _____________~~			67
~~Employment Agreements _________________~~			68
~~Perquisite Policy ________________________~~			68
~~Severance Policy _______________________~~			68
~~Employee Stock Purchase Plan ____________~~			68
~~Indemnification Agreements _______________~~			68
~~2021~~2022 Grants of Plan-Based Awards _________			69	71
Outstanding Equity Awards ________________			71	73
~~2021~~2022 Stock Vested ______________________			72	74
Non-Qualified Deferred Compensation _______			73	75
Potential Payments Upon Termination or Change in Control ______________________	75
Non-Qualified Retirement Plans ____________	77
Incentive Plans _________________________	73	77
CEO Pay Ratio _________________________			75	78
~~Non-Qualified Retirement Plans ____________~~Pay Versus Performance__________________			75
~~Incentive Plans _________________________~~			76	78
EQUITY COMPENSATION PLANS INFORMATION ________________________			77	82
PROPOSAL NO. 2: ADVISORY APPROVAL OF EXECUTIVE COMPENSATION ______________________			78	83
PROPOSAL NO.3 : ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS____________________________	84
PROPOSAL NO. 3:4 : APPROVAL OF EMPLOYEE STOCK PURCHASE PLAN AS AMENDED__________	85
PROPOSAL NO. 5 : APPOINTMENT OF INDEPENDENT AUDITOR _____________________________			79	89
Independent Auditor Fee Information ________			79	89
Pre-Approval Policy of Audit and Non-Audit Services ______________________________			80	90
PROPOSAL NO. 4:6 : PROPOSALS CONCERNING OUR SUBSIDIARY, ASSURED GUARANTY RE LTD. ______________________________			81	91
Proposal ~~4.1-Election~~6.1-Election of AG Re Directors _____			81	91
Proposal ~~4.2-Appointment~~6.2-Appointment of AG Re Auditor ___			83	93
SHAREHOLDER PROPOSALS FOR 202 34 ANNUAL MEETING _____________________			84	94
How do I submit a proposal for inclusion in next year’s proxy material? _______________			84	94
How do I submit a proposal or make a nomination at an Annual General Meeting? __			84	94
INFORMATION ABOUT THE ANNUAL GENERAL MEETING AND VOTING _______			85	95
OTHER MATTERS _____________________	101
EXHIBIT A: EMPLOYEE STOCK PURCHASE PLAN AS AMENDED THROUGH THE FOURTH AMENDMENT		90	102


The Audit Committee			Chair: Bonnie L. Howard / 4 meetings during ~~2021~~2022
Other Audit Committee members: G. Lawrence Buhl, Thomas W. Jones, ~~Michelle McCloskey, Michael T. O'Kane,~~Lorin P.T. Radtke, Courtney C. Shea


The Compensation Committee			Chair: Thomas W. Jones / 5 meetings during ~~2021~~2022
Other Compensation Committee members: G. Lawrence Buhl, Bonnie L. Howard, Patrick W. Kenny


The Environmental and Social Responsibility Committee			Chair: Alan J. Kreczko / 4 meetings during ~~2021~~2022
Other Environmental and Social Responsibility Committee members: ~~G. Lawrence Buhl,~~Patrick W. Kenny, Simon W. Leathes, Michelle McCloskey, Yukiko Omura ~~Courtney C. Shea~~


The Finance Committee			~~Michael T. O'Kane~~Yukiko Omura / 4 meetings during ~~2021~~2022
Other Finance Committee members: Alan J. Kreczko, Simon W. Leathes, ~~Yukiko Omura,~~Michelle McCloskey, Lorin P.T. Radtke, Courtney C. Shea


The Nominating and Governance Committee			Chair: Francisco L. Borges / 4 meetings during ~~2021~~2022
Other Nominating and Governance Committee members: G. Lawrence Buhl, Bonnie L. Howard, Thomas W. Jones, Patrick W. Kenny, ~~Michael T. O'Kane~~Alan J. Kreczko


The Risk Oversight Committee			Chair: Simon W. Leathes / 4 meetings during ~~2021~~2022
Other Risk Oversight Committee members: ~~Alan J. Kreczko,~~Michelle McCloskey, Yukiko Omura, Lorin P.T. Radtke, Courtney C. Shea


The Executive Committee			Chair: Francisco L. Borges / No meetings during ~~2021~~2022
Other Executive Committee members: Dominic J. Frederico, Patrick W. Kenny, Simon W. Leathes



			March ~~23, 2022~~22, 2023



DEAR SHAREHOLDERS:


TABLE OF CONTENTS


Name	Unvested Restricted Stock(1)
Francisco L. Borges	~~9,544~~	8,239
G. Lawrence Buhl	~~2,824~~	2,438
Bonnie L. Howard	~~2,824~~	2,438
Thomas W. Jones	~~2,824~~	2,438
Patrick W. Kenny	~~3,409~~	2,690
Alan J. Kreczko	~~6,330~~	5,465
Simon W. Leathes	~~2,824~~	2,943
Michelle McCloskey	~~2,922~~	2,438
~~Michael T. O’Kane~~Yukiko Omura	~~2,824~~	2,438
~~Yukiko Omura~~	~~2,824~~
Lorin P.T. Radtke	~~2,824~~	2,438
Courtney C. Shea	~~2,824~~	2,438


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


Name of Beneficial Owner	Common Shares Beneficially Owned	Unvested Restricted Common Shares(1)	Restricted Share Units(2)
Robert A. Bailenson	230,946	—	146,489
Francisco L. Borges	276,706	8,239	—
G. Lawrence Buhl	42,179	2,438	—
David A. Buzen	97,236	—	58,419
Ling Chow	90,366	—	82,851
Stephen Donnarumma	85,189	—	45,795
Dominic J. Frederico(3)	1,519,544	—	485,198
Bonnie L. Howard	38,865	2,438	—
Thomas W. Jones	38,769	2,438	—
Patrick W. Kenny	74,933	2,690	—
Alan J. Kreczko	50,800	5,465	—
Simon W. Leathes	22,747	2,943	—
Michelle McCloskey	2,784	2,438	—
Yukiko Omura	18,247	2,438	—
Lorin P.T. Radtke	2,215	2,438	—
Courtney C. Shea	2,215	2,438	—
All directors, nominees and executive officers as a group (18 individuals)	2,625,125	36,403	848,762


INDEPENDENT DIRECTORS

GENDER DIVERSITY			RACIAL OR ETHNIC DIVERSITY


AGE DIVERSITY			~~DIRECTOR~~ TENURE DIVERSITY
			~~9.4~~10.4 Years
			Average Tenure


Francisco L. Borges Chair of the Board Director Since: 2007 Committee Memberships: Nominating and Governance (Chair) Executive (Chair)


G. Lawrence Buhl Independent Director Director Since: 2004 Committee Memberships: Audit Compensation ~~Environmental~~Nominating and ~~Social Responsibility~~Governance


Dominic J. Frederico Chief Executive Officer Director Since: 2004 Committee Memberships: Executive


Cumulative TSR from 12/31/16	Assured Guaranty	Executive Compensation Comparison Group	S&P 500 Index	S&P 500 Financials Index	Russell MidCap Financial Services Index
12/31/2016	100.00	100.00	100.00	100.00	100.00
12/31/2017	90.96	114.10	121.82	122.14	116.62
12/31/2018	104.56	97.49	116.47	106.21	104.91
12/31/2019	136.07	130.66	153.13	140.30	140.11
12/31/2020	89.89	129.22	181.29	137.83	147.03
12/31/2021	145.94	160.02	233.28	185.90	199.75
02/28/2022	180.15	153.76	214.58	183.48	194.82


Period Ending 02/28/2022	Executive Compensation Comparison Group Average TSR	Assured Guaranty TSR
14 months	18.99%	100.42%
38 months	57.72%	72.29%
62 months	53.76%	80.15%
Calculated from total returns published by Bloomberg.


		2021 Targets	2021 Results	Weighting	2021 Achievement Score (0%-200%)	Weighted Achievement Score		2022 Targets	2022 Results	Weighting	2022 Achievement Score	Weighted Achievement Score
Financial Performance Measurements*	Financial Performance Measurements*						Financial Performance Measurements*
Core operating income per diluted share	Core operating income per diluted share	$3.62	$5.91	11.17%	165%	18.4%	Core operating income per diluted share	$4.04	$4.24	11.17%	100%	11.17%
Core operating ROE	Core operating ROE	4.6%	7.3%	11.17%	170%	19.0%	Core operating ROE	4.7%	4.8%	11.17%	100%	11.17%
Core operating shareholders’ equity per share	Core operating shareholders’ equity per share	$82.90	$88.26	11.17%	110%	12.3%	Core operating shareholders’ equity per share	$94.64	$93.64	11.17%	100%	11.17%
Core ABV per share	Core ABV per share	$122.60	$130.33	11.17%	110%	12.3%	Core ABV per share	$143.28	$141.79	11.17%	99%	11.06%
PVP	PVP	$475 million	$361 million	11.17%	75%	8.4%	PVP	$515 million	$375 million	11.17%	80%	8.94%
Gross third-party assets raised	Gross third-party assets raised	$2.7 billion	$3.0 billion	11.17%	105%	11.7%	Gross third-party assets raised	$2.8 billion	$1.4 billion	11.17%	75%	8.38%
Total Financial Performance Measurement Achievement Score	Total Financial Performance Measurement Achievement Score			67.0%		82.1%	Total Financial Performance Measurement Achievement Score			67.0%		61.88%


Non-Financial Objectives			~~2021~~2022 Results
Insurance Growth—Articulate clear strategy and lead effective implementation of business plan to grow financial guaranty and related business globally •Expand U.S. public finance, ~~financial guaranty business~~ •~~Expand~~ global infrastructure ~~financial guaranty business~~ •~~Expand~~and global structured finance financial guaranty business •~~Attempt to purchase~~Acquire bond insurance portfolios if they become available for purchase •Maintain strong financial strength ratings at insurance companies to facilitate articulated business strategies ~~and periodically assess the financial strength ratings of each insurance company to determine whether to request that a~~ ~~rating agency add or drop a rating from that company~~			Underwrote a total of ~~$361~~$375 million of PVP despite ~~continued low~~lower new issuance volume in our primary U.S. public finance market and volatility in the fixed-income markets associated with rising interest rates and ~~credit spreads,~~disruptions caused by the war in Ukraine, as follows: •$~~235~~257 million of U.S. Public Finance PVP •$7968 million of ~~International~~Non-U.S. Public Finance PVP •$4750 million of Global Structured Finance PVP U.S. Public Finance: •As a result of increased institutional demand for our insurance, in ~~2021,~~2022, we insured ~~$22.6 billion~~31 transactions with more than $100 million of ~~new issue~~ par ~~on 1,076 individual~~and four transactions with more than $500 million of par (including the ~~Citi Field~~Alameda Corridor Transportation Authority, PennDOT Major Bridges, and ~~Miami Seaport~~Metro Washington Airport Dulles Toll Road transactions, where we insured ~~$609~~$460 million, $572 million, and ~~$800~~$755 million of gross par, respectively) •Industry insured penetration ~~rose to 8.2%~~remained steady at 8% of municipal par insured for ~~2021~~2022 in the primary market, ~~the highest in a dozen years~~and we guaranteed more than $17.0 billion across 650 primary market transactions •~~The $22.6~~Insured $3.3 billion ~~that~~in gross par in U.S. public finance secondary market transactions, a growth of 650% over the $437 million we insured in ~~the primary~~that market in ~~2021 was 15% higher than 2020, and 62% higher than 2019 (the last~~the prior year, ~~not affected by the pandemic),~~ and our highest ~~insured par in a decade~~secondary market result since 2008 ~~International~~Non-U.S. Public Finance: •Wrote ~~$79~~$68 million of PVP, representing the third largest amount in over a decade ~~including the guarantee of~~(including a ~~student housing transaction with University of Essex ($156 million par)~~ •~~Sustained trend started in the fourth quarter of 2015 of writing new business in each quarter; opportunities continue to support our targets~~major airport transaction) Global Structured Finance: •Wrote ~~$47~~$50 million of PVP, ~~representing the~~making 2022 our second ~~largest amount~~most productive year for direct structured finance activity since 2012 •Expanded a product developed in ~~over a decade (excluding a portfolio reinsurance transaction)~~ •2021 to guarantee subscription finance facilities


Non-Financial Objectives			~~2021~~2022 Results
Insurance Loss Mitigation and Avoidance—Proactively manage financial guaranty portfolio to identify and avoid losses when stress develops and minimize losses when losses cannot be avoided •Use all available levers to creatively resolve Puerto Rico credits while minimizing losses to the Company			•Completed ~~two plan support agreements with the Federal Oversight Management Board~~settlements for all our defaulted Puerto Rico ~~and other important stakeholders in 2021, covering 74% of the~~exposures except one (PREPA), which when combined with normal amortization reduced our insured Puerto Rico ~~debt outstanding on December 31, 2021~~exposure by $2.2 billion during the year, a major milestone •~~Significantly improved~~Continued to significantly improve expected recoveries and performance of RMBS portfolio, including the purchase of a loss mitigation security, which, over the year, resulted in an economic benefit of $143 million against our expected losses •Reduced BIG insured par exposure to 2.5% of our insured portfolio, which is below the 3% target we set well over a decade ago and the lowest since our acquisition of Financial Security Assurance in 2009
Asset Management and Alternative Investments—Lead effective implementation of asset management and alternative investment strategies •Grow assets under management (AUM) organically and/or through acquisitions •Improve yield on investment portfolio by investing a portion of excess capital in alternative investments			•Raised ~~$3.0~~$1.4 billion ~~of inflows~~ of third-party AUM •Exploring alternative accretive growth strategies with the goal of maximizing value for stakeholders and ~~now manage $16.1 billion in third-party AUM~~ •~~Reduced AUM of wind down funds by 64% from $1,623 million to $582 million~~ •~~Increased CLO fee-earning AUM and the recovery of previously deferred CLO fees, resulting in a 109% increase in CLO fees~~ •~~Committed $209 million in additional insurance company capital into AssuredIM funds, bringing total committed capital in AssuredIM funds to $702 million~~ •~~Capital invested in AssuredIM Funds generated $80 million in pretax equity in~~growing asset management-related earnings ~~representing a blended return of 20.8%~~ •~~Other alternative investments (not AssuredIM Funds) contributed $64 million in pretax equity in earnings~~
Capital Management—Articulate clear strategy to maintain optimal capital structure, considering internal risk measures and rating agency and regulatory requirements •Accumulate capital outside of insurance companies to support asset management and other strategies •Return excess capital to shareholders			•Returned ~~$562~~$567 million to our shareholders — ~~$496~~$503 million by repurchasing ~~10.5~~8.8 million of our Common Shares and ~~$66~~$64 million through dividends •~~Issued $500~~Sold approximately $656 million (market value) of ~~10-year Senior Notes at an attractive rate~~recovery securities received from Puerto Rico settlements effected in 2022 •Obtained regulatory approval to release contingency reserves of ~~3.15% in May and issued $400~~$87.3 million ~~of 30-year Senior Notes at an attractive rate of 3.6% in August, benefiting the Company by (i) reducing the average coupon~~ on ~~$600 million of our debt from 5.89%~~expired Assured Guaranty Municipal Corp. policies, increasing its expected future dividend capacity •Developed a process to ~~3.35%, resulting in a $5.2 million annual debt service savings until the next debt maturity date; (ii) reducing the amount of debt coming due in 2024; and (iii) using some~~improve capital position of the ~~debt proceeds for share repurchases, all without significantly affecting leverage or interest coverage ratios~~ U.K. insurance company by novating 85% of certain policies not subject to the current co-guaranty structure, and accomplished the first such novation


Non-Financial Objectives			~~2021~~2022 Results
Regulatory—Maintain optimal corporate and regulatory structure and good standing to pursue the articulated business strategies			•~~Completed merger~~Supported the establishment and launch of ~~Municipal Assurance Corp. into~~our new fintech platform, AG Analytics •Obtained regulatory approval for extension by one year of subscription agreement with subsidiary of Assured Guaranty Municipal Corp. ~~on April 1, 2021, which simplified corporate structure and increased dividend capacity~~ •~~Obtained approval for $250 million of insurance company assets to be drawn over a two-year period into AssuredIM Funds~~ •~~Obtained approval for new Assured Guaranty Municipal~~ and Assured Guaranty Corp. ~~quota share reinsurance agreement~~to invest in alternative investments managed by AssuredIM •~~Obtained approval for arrangements supporting renewed European structured finance underwriting~~Successfully maintained cooperative relationships with numerous regulatory bodies, including regulators in the U.S., U.K. and the EU
Risk Management—Ensure that the Company has comprehensive, best-practice risk management with respect to all of its activities •Insure credits of good quality consistent with underwriting guidelines and consistent with risk appetite statement •Articulate and execute thorough enterprise risk management program			•~~No unanticipated~~Consistently maintained a strong compliance culture with leadership from the top; our enterprise risk ~~issues~~management has consistently been commended, including by the rating agencies •~~Enhanced~~Further augmented and expanded underwriting ~~procedures to identify insurable credits~~criteria addressing climate risk •Met all regulatory enterprise risk management requirements for operating companies •Maintained appropriate credit quality of new underwriting, consistent with ~~ample financial strength to withstand crisis caused by the COVID-19 pandemic; all new business within risk limits and risk appetite statement~~ •~~Updated stress analysis of the pandemic’s impact on the insured portfolio; liquidity claims for 2021 remained nominal~~ •Participated in periodic conference calls with regulators to focus on (i) Assured Guaranty’s processes for monitoring and reevaluating its exposure in light of changing economic conditions, (ii) any changes in the ability of obligors, especially municipal obligors, to make scheduled debt payments, and (iii) Assured Guaranty’s liquidity and solvency position under adverse stress scenario •~~Successful testing of Business Continuity Plan in 2021, as employees have been able to effectively work remotely since mid-March of 2020~~ our Risk Appetite Statement
Operations—Establish an environment of excellence in all areas of operations, including investment management, accounting and financial reporting, and legal and compliance, and provide a secure information technology environment			•Maintained an environment of excellence in all areas of our operations by continually evaluating, and encouraging senior management to evaluate, our processes and procedures •All financial statements and regulatory reports completed successfully and filed on time •~~Transitioned IT team to our new CTO while pivoting to~~Successfully replaced legacy insurance accounting sub-ledger and reporting platform •Maintained a ~~hybrid work schedule and layering pandemic response atop existing IT mandates~~secure information technology environment •Successful Annual General Meeting, with shareholders supporting all proposals, including over ~~92%~~81% support of compensation paid to named executive officers •~~Extensive support and collaboration with IT Security to identify, analyze and address issues related to cybersecurity events~~ •~~Successfully passed IT penetration testing~~ •~~Successfully avoided ransomware and security attacks~~ •~~Successful integration of AssuredIM IT systems, compliance regime, and office space~~ •~~Successfully automated legacy accounting and investment accounting and reporting systems~~


Non-Financial Objectives			~~2021~~2022 Results
Human Capital Management – •Attract and retain talented employees, invest in the development of our people and strive for a diverse work force and an inclusive culture •Develop an executive and senior management team to achieve the Company’s articulated business strategy, and develop succession plans for critical positions, including assisting the Board in further development of the CEO succession plan			•~~Expanded recruiting process in an effort~~Formalized a human capital strategy that addresses training and development, enhanced feedback, succession planning, and retention •Created a formal mentorship program, including training and resources for mentors and mentees, to ~~reach a more diverse slate of candidates~~ •~~Created~~support career development across our workforce and ~~funded a strategic initiative~~ to enhance ~~educational opportunities for underserved populations in the New York City area as just one part of~~ our ~~philanthropic activities in support of our communities~~inclusive culture •~~Established Employee Resource Groups for Black /~~Provided African American, ~~employees, women,~~Women's and ~~working parents~~Working Parents employee resource groups to support development and retention of a diverse workforce •Issued statements (i) condemning religious hate crimes and discrimination, and (ii) opposing violence and discrimination against Asian American and Pacific Islander (AAPI) communities, and made contributions to various organizations that work to promote a more equitable societyReviewed CEO succession plan with Board of Directors
Environmental and Social Responsibility ~~– Pursue~~ •Establish clear strategies for assessing and mitigating the long-term impact of climate change on the Company’s businesses, and pursue business opportunities that enhance the ability to address climate risks •Pursue opportunities to be a good corporate citizen			•~~Measured~~Increased internal and ~~disclosed greenhouse gas (GhG) emissions; GhG methodology and results are independently verified~~external resources devoted to analyzing climate risk in our insured portfolio •Launched AG Analytics, which (among other things) is expected to provide ESG information to the fixed-income marketplace •~~Developed new underwriting criteria to address climate change risk~~Consolidated data centers, which will significantly reduce electricity usage •~~Created AssuredIM and Assured Healthcare Partners Environmental, Social and Governance (ESG) statements; conducted annual ESG review~~Hosted a series of ~~investment portfolio~~ •~~Developing an analysis of risk aggregation of the insured portfolio along the coastline for rising sea levels and hurricane 5 risks~~ •~~Created employee-led Diversity and Inclusion (D+I) Committee~~ •~~Held bias awareness training sessions for entire firm and continued work with D+I committee to expand employee~~ diversity and ~~provide~~inclusion focused events featuring Board members •Became a party to the CEO Action for ~~an inclusive corporate culture~~Diversity •~~Held D+I hosted events throughout the year~~


		Weighting	2021 Achievement Score (0%-200%)	Weighted Achievement Score		Weighting	2022 Achievement Score (0%-200%)	Weighted Achievement Score
Total Financial Performance Measurement Achievement Score (Summarized on page 50 above.)		67%	122.5%	82.1%
Total Financial Performance Measurement Achievement Score (Summarized on page 53 above.)					Total Financial Performance Measurement Achievement Score (Summarized on page 53 above.)	67%	92.3%	61.9%
Non-Financial Objective Score	Non-Financial Objective Score	33%	170%	56.1%	Non-Financial Objective Score	33%	180%	59.4%
Achievement Score	Achievement Score			138.2%	Achievement Score			121.3%


		Compensation Committee Target Nominal Value	Equity Granted (Shares)	U.S. GAAP Value		Compensation Committee Target Nominal Value	Equity Granted (Shares)	U.S. GAAP Value
ABV PSUs	ABV PSUs	$2,175,000	40,055	$2,270,718	ABV PSUs	$2,220,000	35,905	$2,233,650
Relative TSR PSUs	Relative TSR PSUs	$2,175,000	40,055	$3,363,418	Relative TSR PSUs	$2,220,000	35,905	$2,901,124
RSUs	RSUs	$2,900,000	53,407	$3,027,643	RSUs	$2,960,000	47,873	$2,978,179
TOTAL	TOTAL	$7,250,000	133,517	$8,661,779	TOTAL	$7,400,000	119,683	$8,112,953


		(	2021 Base Salary	X	2021 Individual Target Cash Incentive Multiple	)	X	(	Financial Performance Measurement Achievement Score (weighted 67%)	+	Individual Non- Financial Objective Achievement Score (weighted 33%)	)	=	2021 Cash Incentive Payout		(	2022 Base Salary	X	2022 Individual Target Cash Incentive Multiple	)	X	(	Financial Performance Measurement Achievement Score (weighted 67%)	+	Individual Non- Financial Objective Achievement Score (weighted 33%)	)	=	2022 Cash Incentive Payout
Robert A. Bailenson	Robert A. Bailenson		$800,000		2.00x				82.1%		46.2%			$2,052,792	Robert A. Bailenson		$800,000		2.00x				61.9%		57.8%			$1,914,080
Ling Chow															Ling Chow		$600,000		2.00x				61.9%		46.2%			$1,296,960
David A. Buzen	David A. Buzen		$800,000		2.00x				73.1%		33.0%			$1,696,480	David A. Buzen		$800,000		2.00x				57.2%		23.1%			$1,285,088
Ling Chow			$600,000		2.00x				82.1%		42.9%			$1,499,994
Russell B. Brewer II			$550,000		2.00x				82.1%		42.9%			$1,374,995
Stephen Donnarumma															Stephen Donnarumma		$500,000		2.00x				61.9%		56.1%			$1,179,800


		Robert A. Bailenson	David A. Buzen	Ling Chow	Russell B. Brewer II		Robert A. Bailenson	Ling Chow	David A. Buzen	Stephen Donnarumma
Fixed Compensation—Base Salary(1)	Fixed Compensation—Base Salary(1)	$ 800,000		$ 600,000	$ 550,000	Fixed Compensation—Base Salary(1)	$800,000	$600,000	$800,000	$500,000
Incentive Compensation	Incentive Compensation					Incentive Compensation
Cash Incentive Compensation	Cash Incentive Compensation	$2,052,792	$1,696,480	$1,499,994	$1,374,995	Cash Incentive Compensation	$1,914,080	$1,296,960	$1,285,088	$1,179,800
Long-Term Equity Incentive Target Values(2)	Long-Term Equity Incentive Target Values(2)	$1,575,000	$770,000	$1,200,000	$1,250,000	Long-Term Equity Incentive Target Values(2)	$1,700,000	$1,300,000	$770,000	$760,000
Total Direct Compensation	Total Direct Compensation	$4,427,792	$3,266,480	$3,299,994	$3,174,995	Total Direct Compensation	$4,414,080	$3,196,960	$2,855,088	$2,439,800


Affilated Managers Group	~~Enstar Group Limited~~	~~Radian Group~~
~~Alleghany~~	Essent Group, Ltd.	RenaissanceRe Holdings
AllianceBernstein	Everest Re Group, Ltd.	Sculptor Capital
Arch Capital Group	Federated Hermes	Selective Insurance Group, ~~Inc~~Inc.
Argo Group International Holdings, Ltd.	First American Financial Corporation	SiriusPoint Ltd.
Assurant, Inc.	Janus Henderson Group	The Hanover Insurance Group, Inc.
~~Assurant, Inc.~~	~~Janus Henderson Group~~	~~Virtus Investment Partners~~
AXIS Capital Holdings Limited	MGIC Investment Corporation	Virtus Investment Partners
Enstar Group Limited	Radian Group	White Mountains Insurance Group, Inc.


	Forfeit Unpaid Incentive Compensation*	Recoup Already Paid Incentive Compensation*	Termination for Cause
Misconduct: (a) felony; (b) other crime involving moral turpitude in certain circumstances; and (c) other serious misconduct that may cause material harm to our employees or material reputational harm to the Company or may expose the Company to material regulatory, legal or financial risk	ü	ü	ü
Any act or omission likely to injure our operations or reputation or to prevent such executive from being able to perform their duties	ü		ü
Material restatement of financial statements (regardless of misconduct)	ü	ü
Overstatement of objectively quantifiable performance objectives	ü	ü
Violation of specified covenants (non-compete, non-solicitation, breach of confidentiality)	ü	ü	ü
Failure to follow directions of the Board or supervisor or any willful, serious and continued failure to perform their duties	ü		ü