Independent
Tenure on this board
2.3 yrs
10 nominees · 4 ballot items.
Election of directors; advisory approval of executive compensation (say-on-pay); appointment of PricewaterhouseCoopers LLP as AGL’s independent auditor and authorization for Audit Committee to set fees; direction to vote on AG Re directors and auditor (subsidiary matters).
Elect ten directors to AGL's Board of Directors to serve one-year terms.
Non-binding advisory vote to approve compensation paid to AGL’s named executive officers as disclosed in the proxy statement.
This proposal asks shareholders to cast a non-binding 'say-on-pay' advisory vote approving the compensation of AGL’s named executive officers as detailed in the proxy materials. Management seeks shareholder endorsement to validate its pay-for-performance approach, which emphasizes a mix of base salary, annual cash incentives tied to five financial metrics and non-financial objectives, and long-term equity awards (60% performance-based PSUs and 40% time-based RSUs). The Compensation Committee highlights rigorous goal-setting, enhanced target/payout ranges added in 2025, robust clawback provisions, and engagement with an independent consultant (FW Cook) to justify compensation decisions. The board recommends a 'FOR' vote, arguing that the program aligns executives' incentives with shareholder value and includes risk-mitigation features, strong governance (independent committee oversight, clawbacks, anti-hedging/pledging policies) and shareholder outreach. Key context includes lower PVP in 2025 and the Compensation Committee’s adjustments (including reductions in CEO long-term awards for 2025) that reflect challenging market conditions; shareholders should weigh whether realized payouts reasonably reflect company performance and long-term strategy, and whether the heavy weighting of performance metrics and equity-linked compensation sufficiently tie outcomes to sustained shareholder value.
Appoint PricewaterhouseCoopers LLP as AGL’s independent auditor for fiscal year ending December 31, 2026, and authorize the Board (via Audit Committee) to set audit fees.
Direct AGL to vote for (4.1) election of AG Re directors and (4.2) appointment of AG Re’s auditor (PwC).
These proposals request shareholder authority directing AGL to cast AGL’s votes in favor of specific governance matters at the annual meeting of its Bermuda-domiciled subsidiary, Assured Guaranty Re Ltd. Proposal 4.1 asks for approval to elect ten named directors to AG Re’s board for one-year terms; these nominees are primarily AGL officers and bring insurance, finance, audit, legal and risk management expertise needed by a reinsurer. Proposal 4.2 asks shareholders to direct AGL to appoint PwC as AG Re’s independent auditor for 2026 (subject to PwC’s appointment for AGL). The board recommends support as consistent with corporate governance structure and legal formalities under the Bye-Laws; shareholders should consider that these are routine subsidiary governance matters intended to align the parent and subsidiary boards and ensure continuity of accounting oversight.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 8.9% | 3,925,791 | $320M |
| 2 | BlackRock, Inc. | 8.5% | 3,741,949 | $305M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 6.5% | 2,878,476 | $235M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.4% | 1,965,693 | $160M |
| 5 | River Road Asset Management, LLC | 4.3% | 1,891,378 | $154M |
| 6 | STATE STREET CORP | 3.6% | 1,572,236 | $128M |
| 7 | FIRST TRUST ADVISORS LP | 3.1% | 1,353,237 | $110M |
| 8 | AMERICAN CENTURY COMPANIES INC | 3.0% | 1,316,129 | $107M |
| 9 | REINHART PARTNERS, LLC. | 2.9% | 1,287,173 | $105M |
| 10 | BlackRock, Inc. | 2.9% | 1,283,113 | $105M |
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