Antonio Ursano, Jr.
ASSURED GUARANTYAbout Antonio Ursano, Jr.
Antonio Ursano, Jr. (age 60) is the founder and managing partner of Insurance Advisory Partners LLC (IAP), an insurance-focused advisory firm; he is a new director nominee at Assured Guaranty Ltd. (AGO) for the 2025 annual meeting, and was determined by the Board to be non‑independent at nomination due to prior advisory engagements with the company . He previously served as Group Financial Officer of Hamilton Insurance Group Ltd. and sat on Hamilton’s board from October 2023 through June 2024 . His career spans senior investment banking and corporate development roles at Bank of America Securities (Global FIG head for 10 years, then Vice‑Chairman), Willis Group (head of corporate development; founder/CEO of Willis Capital Markets & Advisory), TigerRisk Partners (President & CEO of TigerRisk Capital Markets & Advisory), and earlier roles at DLJ, Merrill Lynch, and SG Warburg .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hamilton Insurance Group Ltd. | Group Financial Officer | Not disclosed | Senior finance leadership in insurance |
| Bank of America Securities | Head, Global Financial Institutions Group; later Vice‑Chairman | 10 years as Global FIG head; subsequent Vice‑Chairman (years not disclosed) | Led FIG coverage, strategic transactions |
| Willis Group | Head of Corporate Development; Founder & CEO, Willis Capital Markets & Advisory | Not disclosed | Built insurance advisory platform |
| TigerRisk Partners | President & CEO, TigerRisk Capital Markets & Advisory | Not disclosed | Led insurance advisory practice |
| Donaldson, Lufkin & Jenrette; Merrill Lynch; SG Warburg | Analyst / Investment banker | Not disclosed | Early career in capital markets |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hamilton Insurance Group Ltd. | Director | Oct 2023 – Jun 2024 | Former public company directorship |
| UNC Institute for Risk Management and Insurance Innovation | Founder & Chairman, Industry Advisory Board | Not disclosed | Industry academic engagement |
| Morehead‑Cain Scholarship Fund (UNC) | Director | Not disclosed | Non‑profit board participation |
Board Governance
- Independence: In February 2025, the Board determined all directors except CEO Dominic J. Frederico and nominee Antonio Ursano, Jr. are independent under NYSE standards; committees (other than Executive) are composed entirely of independent directors .
- Committee assignments: As a new, non‑independent nominee, Mr. Ursano has no committee memberships listed; the summary director matrix shows no committee checkmarks for him .
- Attendance: The Board met four times in 2024; all current directors (in office during 2024) attended at least 75% of Board and committee meetings. Mr. Ursano was not a director in 2024; AGM attendance expectation is set in guidelines .
- Executive sessions: Non‑executive directors meet regularly in executive session; the Chair presides .
- Board composition: The Board increased from 9 to 10 members for 2025; nominees include Ursano .
Fixed Compensation
AGO’s non‑executive director compensation program (program applies upon election; Mr. Ursano was a nominee at the time of the 2025 proxy):
| Component | Amount | Notes |
|---|---|---|
| Annual retainer | $265,000 | Paid each annual term; at least $145,000 in restricted shares and $120,000 in cash. Director may elect up to 100% in restricted shares, including committee/chair fees . |
| Board Chair fee | $225,000 | Annual; Chair waived committee fees . |
| Audit & Compensation Committee Chair fee | $40,000 | Annual per chair . |
| ES, Finance, Nominating & Governance, Risk Chair fee | $30,000 | Annual per chair . |
| Committee member fee (non‑chair) | $15,000 | Annual per committee . |
| Meeting fees | $2,000 (cash) | Only for extraordinary/special meetings at Chair’s discretion; none in 2024 . |
Director stock ownership guideline: Non‑executive directors must own shares valued at least $600,000 (5x the maximum cash portion of the retainer) before disposing shares received as compensation; Mr. Ursano, as a new nominee, had not yet been subject to the guideline at proxy date .
Performance Compensation
| Equity element | Grant value (typical) | Vesting | Acceleration | Dividends/Voting |
|---|---|---|---|---|
| Restricted shares | $145,000 grant date fair value for most directors in 2024 | Vest the day immediately prior to the next AGM following grant | Accelerate on change in control, death, or disability (if before vesting) | Dividends accrue during vesting and are paid upon vesting; shares have voting rights while restricted |
- No stock options or PSUs are disclosed for non‑executive directors; 2024 outstanding director equity shows only unvested restricted shares (Mr. Ursano had none as of 12/31/2024) .
Other Directorships & Interlocks
| Relationship | Detail | Year(s) | Oversight/Status |
|---|---|---|---|
| Prior public company board | Hamilton Insurance Group Ltd. Director | Oct 2023 – Jun 2024 | Biographical disclosure |
| Related‑party engagement | IAP (founded/managed by Ursano) engaged by AGO as financial advisor; paid less than $120,000 in fees/expenses in 2024 | 2024 (current engagement); also advisor on AGO’s 2023 Sound Point transaction | Approved per related‑person policies; future engagements subject to approval; N&G Committee reviews director/exec transactions; Audit Committee reviews 5% holder transactions >$120k |
RED FLAG: Ongoing advisory relationship (IAP) with AGO during nomination creates independence and conflict‑of‑interest sensitivity; requires continued oversight and recusals as applicable .
Expertise & Qualifications
- Extensive insurance industry and investment banking experience, including senior leadership of FIG investment banking and insurance advisory platforms (Bank of America Securities, Willis, TigerRisk) .
- Prior public company finance leadership (Group Financial Officer) and directorship experience (Hamilton Insurance Group Ltd.) .
- Industry and academic engagement via UNC risk management institute advisory board and Morehead‑Cain board .
- The Board’s skills matrix identifies Mr. Ursano’s qualifications as valuable to AGO, particularly insurance and banking expertise .
Equity Ownership
| Holder | Beneficially Owned Shares | Unvested Restricted Shares | RSUs | Notes |
|---|---|---|---|---|
| Antonio Ursano, Jr. | 2,488 | — | — | As of record date March 7, 2025; none ≥1% ownership except CEO . |
- Shares outstanding: 49,938,797 as of March 7, 2025 .
- Ownership as % of outstanding: approximately 0.005% (2,488 / 49,938,797; calculated from cited amounts) .
- Anti‑hedging policy: Directors and employees prohibited from hedging AGO shares .
- Anti‑pledging policy: Pledging requires approvals; as of March 19, 2025, no director or executive officer has pledged shares .
- Director ownership guideline: $600,000; Mr. Ursano not yet subject at nomination .
Governance Assessment
- Independence and conflicts: The Board explicitly determined Mr. Ursano is non‑independent at nomination; his firm (IAP) has provided advisory services to AGO (including the Sound Point transaction and 2024 diversification advisory). This creates perceived and real conflict risks that must be managed via approvals under related‑party policies and recusals; continued engagement should be scrutinized for scope and fees (RED FLAG) .
- Committee effectiveness: Because all committees (other than Executive) are composed of independent directors, Mr. Ursano currently has no committee roles; committee placement would require independence, limiting his immediate influence on audit, compensation, risk, finance or governance oversight .
- Alignment: Current direct ownership is modest (2,488 shares), and the director share ownership guideline is robust ($600,000). He was not yet subject to the guideline as a nominee; alignment should improve over time with annual restricted share grants and eventual compliance with guidelines .
- Engagement and attendance: Board held four meetings in 2024 and directors met attendance expectations; as a new nominee, his individual attendance record is not yet available. Executive sessions are regularly held under the Chair’s leadership, supporting independent oversight (positive governance practice) .
- Compensation structure: Director pay mix favors equity via restricted shares with one‑year vesting and no options/meeting fees (except extraordinary sessions), which is consistent with market practice and helps avoid entrenchment; FW Cook’s review affirmed design consistency and robustness of ownership guidelines (positive governance signal) .
Monitoring priorities for investors:
- Confirm recusals for any Board deliberations related to IAP mandates; ensure continued compliance with related‑person transaction approvals and disclosure .
- Track any change in independence status (e.g., upon cessation of IAP engagements) and subsequent committee assignments that could affect oversight quality .
- Watch progression toward director ownership guideline and whether equity grants materially increase alignment within 1‑2 annual terms .
- Validate absence of hedging/pledging by Mr. Ursano over time; maintain vigilance for any future related‑party or interlock exposures .
Appendix references
- 2025 Proxy: Director biography and qualifications ; board and committees overview ; independence and meetings ; nomination slate and committees matrix ; director compensation program and FW Cook assessment ; beneficial ownership tables and shares outstanding ; related‑person transactions policy and IAP engagement ; anti‑hedging/pledging policies .