Bonnie L. Howard
ASSURED GUARANTYAbout Bonnie L. Howard
Bonnie L. Howard, age 71, has served as an independent director of Assured Guaranty Ltd. (AGO) since August 2012 and currently chairs the Audit Committee; she also serves on the Compensation, Executive, and Nominating & Governance Committees. A CPA with 30+ years in audit, risk management, and financial reporting, she previously served as Citigroup’s Chief Auditor and Global Head of Control and Emerging Risk, and holds a CERT Certificate in Cybersecurity Oversight from Carnegie Mellon University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Citigroup Inc. | Chief Auditor; Global Head of Control & Emerging Risk | 2004–2011; 2010–2011 | Led >1,500 professionals covering $1.9T assets across >100 countries |
| FleetBoston Financial | Managing Director, Capital Markets Audit | Not disclosed | Senior audit leadership in capital markets |
| JPMorgan | Managing Director; Deputy Auditor; Head of Global Markets Operational Risk Management | Not disclosed | Oversight of operational risk in global markets |
| KPMG; Ernst & Young | Audit roles; CPA | >10 years | Foundational audit experience; U.S. CPA |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Artisan Partners Funds | Director | Current | Audit, Governance, and Education Committees |
| BMO Financial Corp. | Director | Prior | Audit Committee member |
| BMO Harris Bank N.A. | Director | Prior | Chaired Directors’ Trust Committee and Audit Committee |
Board Governance
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit | Chair | 4 | Oversight of financial reporting, ICFR, auditor independence; cybersecurity risks in coordination with Risk Oversight |
| Compensation | Member | 5 | Executive pay oversight, succession planning; worked with FW Cook |
| Executive | Member | 0 | No meetings in 2024; no fees for service on Executive Committee |
| Nominating & Governance | Member | 4 (Board-wide NG count) | Committee membership per summary table |
- Independence: The Board determined in Feb-2025 that all directors other than the CEO and a director nominee are independent under NYSE rules; independent directors constitute substantially more than a majority of the Board. Howard is identified as an independent director in the summary table .
- Attendance: In 2024, the Board met four times; all directors attended at least 75% of Board and committee meetings of which they were members. All but one director attended the May 2, 2024 AGM .
- Audit Committee practices: Regular executive sessions with PwC and EY; review of SOX 404 compliance, whistleblower policy, CAMs, and auditor independence; Audit Committee report approved by Howard as Chair .
Fixed Compensation
| Component (2024) | Amount | Detail / Basis |
|---|---|---|
| Cash Fees (Total) | $190,000 | Aggregate cash fees per director comp table |
| Base Retainer – Cash Portion | $120,000 | Directors receive at least $145,000 in restricted shares and $120,000 in cash of the $265,000 retainer |
| Committee Chair Fee (Audit) | $40,000 | Audit Chair stipend per program |
| Committee Member Fees | $30,000 | $15,000 each for Compensation and Nominating & Governance memberships; Executive Committee carries no fees |
| Share Awards (Grant-Date Fair Value) | $145,000 | Annual restricted shares (vest one day prior to next AGM) |
| All Other Compensation | $34,656 | Matching gifts, spousal travel reimbursement, tax prep fees (program-defined) |
| Total | $369,656 | Sum of cash, share awards, and other comp |
- Program structure: Non-executive directors receive a $265,000 annual retainer, paid at least $145,000 in restricted shares and $120,000 in cash; committee member fee $15,000; Audit/Compensation Chairs $40,000; other committee chairs $30,000; no meeting fees except potential $2,000 for extraordinary sessions (none in 2024); Executive Committee has no fees .
- Trend: In 2023, Audit and Compensation Chair fees were increased by $10,000 to recognize workload; otherwise program unchanged since 2019–2020; FW Cook’s periodic review validated market-consistent design and robust share ownership guideline .
Performance Compensation
| Director Compensation Performance Metrics | Status | Notes |
|---|---|---|
| Performance-linked metrics (e.g., TSR, financial goals) | Not applicable | Director equity is time-based restricted shares vesting annually; program emphasizes ownership and committee workload differentiation, not performance metrics |
Other Directorships & Interlocks
| Entity | Relationship to AGO | Potential Interlock / Conflict Considerations |
|---|---|---|
| Artisan Partners Funds | Unrelated mutual funds complex | No disclosed transactions with AGO; typical independent fund board role; low conflict signal |
| BMO Financial Corp.; BMO Harris Bank N.A. | Prior roles in banking | Historic roles; no ongoing related-party transactions disclosed with AGO |
- The Board explicitly reviewed other directorships as part of independence determinations and found no material relationships creating conflicts of interest for independent directors .
Expertise & Qualifications
- CPA; deep audit and enterprise risk management expertise; senior audit leadership at Citi, FleetBoston, JPMorgan; foundational Big Four experience (KPMG, EY) .
- CERT Certificate in Cybersecurity Oversight (Carnegie Mellon SEI), aligning with Audit Committee oversight of cyber risk .
- The Board designated Audit Committee members as “audit committee experts” under Item 407(d) of Regulation S-K .
Equity Ownership
| Holder | Common Shares Beneficially Owned | Unvested Restricted Shares | RSUs | Note |
|---|---|---|---|---|
| Bonnie L. Howard | 42,950 | 1,725 | — | As of Mar 7, 2025 record date |
- Outstanding non-executive director equity awards at Dec 31, 2024: Howard had 1,725 unvested restricted shares vesting one day prior to the 2025 AGM .
- Director share ownership guideline: Minimum $600,000 market value (five times maximum cash portion of annual director retainer); longer-tenured independent directors meet the guideline; disposal prohibited if falling below guideline .
- Anti-hedging policy: Hedging of AGO common shares prohibited for employees and directors .
- Anti-pledging policy: Pledging prohibited absent approvals; as of Mar 19, 2025, no director or executive officer has pledged AGO shares .
Governance Assessment
- Strengths: Independent director with strong audit and risk credentials; Audit Chair with robust committee process (executive sessions with auditors, SOX 404 oversight, whistleblower policy); active oversight of cybersecurity; high attendance; ownership aligned via restricted share program and director ownership guideline; anti-hedging/pledging policies and no pledges outstanding .
- Compensation alignment: Director pay emphasizes equity ownership (time-based restricted shares) and recognizes committee workload (chair/member fees); absence of meeting fees avoids misaligned incentives; program validated by independent consultant, with limited benefits and robust guideline .
- Potential watch items: Executive Committee membership confers authority between Board meetings; however, there were no Executive Committee meetings in 2024 and no fees are paid for this service, limiting entrenchment risk .
- RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, attendance shortfalls, or say-on-pay issues linked to directors in the proxy materials reviewed. Independence reaffirmed in Feb-2025; Board reviews other directorships for conflicts and found none material .