Benjamin G. Rosenblum

About Benjamin G. Rosenblum

Benjamin G. Rosenblum, age 51, has been Assured Guaranty Ltd.’s (AGO) Chief Financial Officer since January 1, 2024, after serving as Chief Actuary of AGL (2021–2023) and of Assured Guaranty Inc./AGM and AG (2010–Oct 2024). He joined AGO in 2004 in loss reserving roles across multiple subsidiaries, became Senior Managing Director in 2015, and has led accounting and financial reporting since 2019 . As CFO in 2024, he helped rationalize the capital structure (supporting $897m of capital released to holding companies), exceeded a $500m buyback target (total $570m to shareholders), scaled alternative investments to $884m (~20% increase) at ~13% IRR, and reduced Puerto Rico exposures (realized $48m gain) while executing timely financial reporting and investor engagement . Company performance context: 2024 share price rose >20% to $90.01; five-year TSR of 202 (vs 197 S&P 500, 173 S&P 500 Financials, 185 Russell Midcap Financials), and Adjusted metrics hit record highs, with core financial targets met/missed driving incentive outcomes .

Past Roles

External Roles

• No external public company directorships disclosed in the proxy/10-K for Mr. Rosenblum; his expertise “provides an important perspective to the Board of Directors of AG Re” (subsidiary) .

Fixed Compensation

All Other Compensation detail (2024):

• Employer contribution to retirement plans: $234,571
• Tax return preparation: $2,504
• Matching gift donations: $9,411
• Business-related spousal travel: $11,405
• Miscellaneous: $2,753

Program design notes:

• No individual employment agreement; compensation set under company plans and committee discretion .
• Perquisite policy includes tax prep, cybersecurity/privacy, executive medical (legacy), and Bermuda-related allowances where applicable; perquisites are a small portion of total comp .

Performance Compensation

2024 cash incentive framework and outcome:

• Target cash incentive multiple: 2.0x salary for all NEOs (including CFO) .
• Weighting: 67% financial targets; 33% non-financial objectives .
• Company financial target achievement (weighted): 64.6% (Core Op EPS, ROE above target; others below/near target) .
• Non-financial objectives achievement (NEO context): 61.1% (CFO’s payout uses same weights, with NEO non-financial scoring) .
• 2024 cash incentive paid to Rosenblum: $1,633,083 (includes only the cash incentive; separate PRA payout below) .

Performance metric definitions and 2024 target vs. result:

Long-term equity incentive structure (granted Feb 21, 2024 for 2024 performance):

• Mix: 60% performance-based PSUs (30% ABV PSUs, 30% Relative TSR PSUs), 40% time-based RSUs; all cliff vest at 3 years, with defined performance curves and double-trigger CIC protection .

2024 equity grants to Rosenblum:

2024 shares vested (liquidity indicator):

• Shares vested in 2024: 14,055; value realized $1,172,354 (gross, before tax withholding) .

Performance Retention Awards (legacy, pre-executive officer grants):

• PRA payouts in 2024 (vested 12/31/2024; paid Mar 2025): $233,250 to Rosenblum, based on Core ABV/share growth and Core Op ROE over each tranche’s period; last PRA grant (Feb 2023) final installment vesting 12/31/2025 .

Equity Ownership & Alignment

Beneficial ownership and outstanding awards (as of record date March 7, 2025):

• Common Shares beneficially owned: 20,793 (includes 6,475 shares from RSUs expected to deliver May 5, 2025) .
• Unvested/undelivered RSUs: 59,199 (not counted as beneficially owned under SEC rules) .
• Unvested PSUs at target: 4,536 (2,268 TSR PSUs + 2,268 ABV PSUs; granted 2/21/2024) .
• None of the directors or executive officers (other than CEO) beneficially owns ≥1% of outstanding shares .

Stock ownership guidelines and compliance:

• Requirement: 5x salary for CFO; must retain 100% of after-tax shares upon RSU/PSU vest until reaching guideline .
• Rosenblum current ownership: 2.8x salary (below guideline as of 3/7/2025), implying continued share retention from vestings .

Hedging/pledging and trading policy:

• Anti-hedging policy prohibits hedging company stock; pledging prohibited absent approvals and capacity test; as of March 19, 2025, no director or executive officer has pledged AGO shares .

Vesting pipeline and potential selling pressure (selected schedules from outstanding table):

• 2/24/2021 RSUs (2,812) vested 2/24/2025 .
• 2/23/2022 RSUs (4,410): 1/2 vested 2/23/2025; remainder vests 2/23/2026 .
• 5/2/2022 RSUs (13,345): vest 5/2/2025 .
• 2/22/2023 RSUs (9,042): one-third vested 2/22/2025; remaining thirds vest 2/22/2026 and 2/22/2027 .
• 5/1/2023 RSUs (3,455): one-third vests each on 5/1/2025, 5/1/2026, 5/1/2027 .
• 7/1/2023 RSUs (6,789): one-third vests each on 7/1/2025, 7/1/2026, 7/1/2027 .
• 2/21/2024 PSUs (Relative TSR and ABV): performance-based vesting on 2/21/2027 per plan .

Employment Terms

Contracts and severance framework:

• No employment agreement in place for any NEOs, including CFO .
• Severance plan (for NEOs): upon termination without cause or for good reason, provides one year of salary, average of last three annual cash incentives, pro-rata current-year incentive, and one year of medical/dental premiums; equity treatment per award agreements .

Quantified potential payments for Rosenblum (as if event on 12/31/2024; values use $90.01 share price):

• Termination without cause / for good reason: Salary $650,000; Cash incentive $975,000; Benefits $40,755; Unvested PRA $125,000; Unvested RSUs $544,380; Unvested PSUs $234,158; Total $2,569,293. Note: PRA not payable on “good reason” term; RSU/PSU values depend on terms and performance .
• Death or disability: Unvested PRA $125,000; RSUs $4,131,549; PSUs $234,158; Total $4,490,707 .
• Qualifying termination on/after change in control (double trigger): Salary $650,000; Cash incentive $975,000; Benefits $40,755; RSUs $4,131,549; PSUs n/a (CFO line shows “—” due to specific terms); Total $5,797,304; Certain RSUs exclude “good reason” as qualifying termination; in such case, RSUs payable would be reduced by $3,587,169 .

Change-in-control provisions and tax:

• No single-trigger vesting of equity; vesting accelerates if awards are not assumed by acquirer or upon qualifying termination after CIC; no 280G excise tax gross-ups .

Clawback/recoupment and conduct provisions:

• Company can forfeit or recoup incentive comp (cash, RSUs, ABV PSUs, TSR PSUs) for restatements (regardless of misconduct), overstatement of objectives, specified misconduct, covenant violations, and certain failures to perform duties; termination-for-cause forfeitures apply .

Retirement and deferred compensation:

• Non-qualified plan contributions (2024): Executive $94,286; Company $188,571; Earnings $640,657; Year-end balance $4,434,019 .
• Some non-qualified balances credited to employer stock fund are included in “Restricted Share Units” column for ownership (7,530 share units) .

Investment Implications

• Pay-for-performance alignment: CFO’s 2024 cash incentive was formulaic (2.0x salary target with company-wide weights) and reflected mixed scorecard (64.6% financial; 61.1% non-financial for NEOs), supporting disciplined linkage to Core ABV, Core Op EPS/ROE, and PVP—metrics that correlate with long-term value and TSR .
• Retention risk vs. selling pressure: Significant unvested RSUs and PSUs with multi-year cliff vesting, plus guideline-driven retention (2.8x vs 5x salary) limit near-term net selling; however, multiple 2025 RSU tranches vesting could create periodic liquidity events, partially offset by the 100% after-tax retention requirement until guideline met .
• Alignment and governance quality: No employment agreement, double-trigger CIC, no 280G gross-ups, robust clawback, and anti-hedging/anti-pledging (with no pledges outstanding) are shareholder-friendly; severance limited to 1x salary plus incentive construct, tempering change-in-control windfalls .
• Execution and value creation indicators: As CFO, Rosenblum contributed to capital release ($897m), capital returns ($570m), alternative asset scaling (~20% growth to $884m at ~13% IRR), and reduction of Puerto Rico risk (realized gains), in a year where 5-year TSR outperformed peer indices—supporting confidence in financial stewardship amid continued PVP-driven goals .

Appendix: Key 2024 Pay Tables (CFO)