Courtney C. Shea
ASSURED GUARANTYAbout Courtney C. Shea
Independent director of Assured Guaranty Ltd. (AGO) since May 2021; age 64. Career spans 35 years in U.S. public finance as municipal advisor and investment banker, including Managing Member of Columbia Capital Management (2013–2021) and National Head of Public Finance at a division of ABN AMRO (five years). Credentials include NACD Board Leadership Fellow and a Cybersecurity Certification from the Private Directors Association. Current AGO board committee memberships: Audit, Finance, and Risk Oversight.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Columbia Capital Management, LLC | Managing Member | Sep 2013 – Apr 2021 | Led national municipal advisory mandates for state/local issuers; deep public finance expertise. |
| ABN AMRO (division) | National Head of Public Finance | 5 years (dates not specified) | Led public finance investment banking nationally; issuer coverage and structuring. |
| Various Wall Street firms | Investment banker (Public Finance) | Not disclosed | Senior origination and structuring roles for municipal issuers. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Professional Diversity Network (NASDAQ: IPDN) | Independent Director; Audit Committee Chair | Mar 2019 – Aug 2024 | Public company board; chaired Audit; departure Aug 2024. |
| The Joffrey Ballet | Board Member | Not disclosed | Non-profit governance. |
| Milken Institute Center for Financial Markets | Public Finance Advisory Council Member | Not disclosed | Policy advisory in public finance. |
| Women in Public Finance | Founding Member | Founded 1996 | Professional network leadership. |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent under NYSE standards (affirmed Feb 2025). |
| Committees | Audit (member), Finance (member), Risk Oversight (member). |
| Committee meetings held (2024) | Audit: 4; Finance: 4; Risk Oversight: 4. |
| Audit Committee qualification | Board determined all Audit Committee members meet NYSE financial literacy and are “audit committee experts” per Item 407(d), including Shea. |
| Board meetings (2024) | Board met 4 times; all current directors attended ≥75% of their Board/committee meetings; AGM attendance: all but one director attended May 2, 2024. |
| Executive sessions | Non-executive directors meet regularly without management; Board Chair presides. |
Fixed Compensation
| Year | Fees Earned/Paid in Cash | Share Awards (Grant Date Fair Value) | All Other Compensation | Total |
|---|---|---|---|---|
| 2024 | $165,000 | $145,000 | $27,504 | $337,504 |
| 2023 | $165,000 | $145,000 | $27,546 | $337,546 |
- Non-executive director annual retainer is $265,000 (≥$145,000 paid in restricted shares; $120,000 in cash; directors may elect to receive more cash as restricted shares). Committee member fees: $15,000 per committee; committee chair fees: $30,000 (ES, Finance, NG, Risk) and $40,000 (Audit, Compensation). No meeting fees in 2024; Board Chair waives committee fees.
- Shea’s cash fees reflect three committee memberships (3 × $15,000 = $45,000) plus $120,000 cash portion of retainer, totaling $165,000.
Performance Compensation
| Award Type | Quantity Outstanding | Vesting Terms | Reference |
|---|---|---|---|
| Unvested Restricted Shares (as of 12/31/2024) | 1,725 | Vest one day prior to the 2025 AGM (scheduled May 2, 2025); dividends accrue and pay upon vesting; voting rights during vesting. | |
| Unvested Restricted Shares (as of 12/31/2023) | 2,775 | Vested one day prior to the 2024 AGM (May 2, 2024). |
- No stock options or performance share units disclosed for non-executive directors; director equity is time-based restricted shares.
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Professional Diversity Network (IPDN) | Public | Independent Director; Audit Chair | No AGO-related transactions disclosed; no conflict identified. |
| Joffrey Ballet | Non-profit | Board Member | None disclosed. |
| Milken Institute CFMPFAC | Advisory Council | Member | None disclosed. |
- Board determined other directorships of independent directors did not constitute material relationships or conflicts.
Expertise & Qualifications
- Public finance leadership (municipal advisory and underwriting), audit and risk oversight, investment management; legal background.
- Audit committee financial expert under SEC Item 407(d).
- Cybersecurity oversight credential (Private Directors Association certification).
- NACD Board Leadership Fellow; founding member of Women in Public Finance.
Equity Ownership
| Date (Record) | Common Shares Beneficially Owned | Unvested Restricted Shares | RSUs | % of Shares Outstanding |
|---|---|---|---|---|
| Mar 7, 2025 | 6,300 | 1,725 | — | 0.0126% (derived from 49,938,797 outstanding) |
| Mar 8, 2024 | 4,131 | 2,775 | — | 0.0074% (derived from 55,516,954 outstanding) |
- Directors must hold ≥$600,000 in AGO stock (5× maximum cash retainer); Shea (joined May 2021) is accumulating toward this guideline.
- No pledging or hedging disclosed for Shea; pledge disclosure in proxy pertains to CEO, not directors.
Governance Assessment
- Strengths: Independent status; active membership across Audit, Finance, and Risk Oversight; designated audit committee financial expert; strong public finance and audit background; cybersecurity oversight certification; board-wide attendance met ≥75% threshold in 2024; no related person transactions or conflicts disclosed. These factors support board effectiveness and risk oversight rigor.
- Compensation alignment: Mix of cash and time-based restricted shares; committee fees reflect workload; robust director ownership guideline; ability to elect more equity. No meeting fees or atypical perks; “All Other” is primarily matching gifts and minor reimbursements.
- Watch items: Ownership guideline progress noted as “accumulating”; continued monitoring for full compliance supports alignment.
- RED FLAGS: None disclosed for Shea (no related-party transactions, no low attendance, no option repricing, no pledging). Company-wide say-on-pay support remains strong (82%–83% approval in 2023–2024), signaling investor confidence in compensation governance.