Ling Chow
ASSURED GUARANTYAbout Ling Chow
Ling Chow, age 54, is Assured Guaranty Ltd.’s General Counsel and Secretary (since 2018). She joined the company in 2002, previously serving as Deputy General Counsel and Assistant Secretary (from May 2015) and U.S. General Counsel (from June 2016). She oversees legal affairs, governance, compliance, regulatory and disclosure, litigation strategy on distressed credits, and human capital management . Long-term incentive metrics have paid out strongly: the 2022-granted Relative TSR PSUs vested at 213.7% (85th percentile vs Russell Midcap Financials), and ABV PSUs vested at 200% (30.9% ABV/share growth) on Feb 23, 2025, evidencing robust performance against plan . The company highlights multi-year improvement in core performance metrics (e.g., Core Adjusted Book Value/share from $53.78 in 2014 to $170.25 in 2024) under senior leadership’s framework, and received say‑on‑pay support of 82% in 2024 and 83% in 2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Assured Guaranty Ltd. (AGL) | General Counsel and Secretary | 2018–present | Leads legal/governance, regulatory and disclosure, litigation strategy on distressed credits, and human capital management . |
| Assured Guaranty (U.S.) | U.S. General Counsel | From Jun 2016 | Oversight of U.S. legal function . |
| Assured Guaranty Ltd. | Deputy General Counsel and Assistant Secretary | From May 2015 | Senior legal leadership role supporting corporate governance . |
| Assured Guaranty (U.S. subsidiaries) | Deputy General Counsel (various capacities) | From 2004 | Structured finance and derivatives insurance transactions support . |
| Assured Guaranty Ltd. | Transactional Attorney | From 2002 | Insurance of structured finance and derivative transactions . |
| Law firms (NYC) | Associate (M&A, VC, securities) | Pre‑2002 | Transactional work in M&A, venture capital, and securities offerings . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Assured Guaranty Re Ltd. (AG Re; subsidiary) | Director | Not disclosed | AGL states Ms. Chow serves on AG Re’s Board, contributing legal and governance expertise . |
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $600,000 | $600,000 | $650,000 |
| All Other Compensation | $282,003 | $301,253 | $319,418 |
- 2024 All Other Compensation detail for Chow: employer retirement plan contributions $278,816; tax return preparation $11,300; matching gifts $25,000; business-related spousal travel $2,975; miscellaneous $1,327 .
- 2024 annual executive officer salaries filed in the 10‑K confirm $650,000 base for Chow .
Performance Compensation
Annual Cash Incentive (structure and outcomes)
- Calculation framework: (Base Salary × Individual Target Cash Incentive Multiple) × (Financial Target Achievement Score, 67% weight + Non‑Financial Objective Achievement Score, 33% weight) .
- Chow’s 2024 cash incentive payout: $1,633,083 .
- 2023 example detail (disclosed scoring): Base $600,000; Target Multiple 2.00x; Financial 78.8%; Non‑Financial 56.1%; Payout $1,618,704 .
| Year | Base Salary | Target Multiple | Financial Score | Non‑Financial Score | Cash Incentive Paid |
|---|---|---|---|---|---|
| 2023 | $600,000 | 2.00x | 78.8% | 56.1% | $1,618,704 |
| 2024 | $650,000 | Not disclosed | Not disclosed | Not disclosed | $1,633,083 |
- 2024 individual impact highlights under Chow’s direction: combined two U.S. insurance companies and obtained regulatory approval for $400 million in special dividends; advanced capital deployment to meet $1 billion Sound Point investment obligation by freeing capital via transfers of alternative investments .
Long-Term Equity Incentives (design and realized performance)
- Mix for 2024 performance year grants (awarded Feb 2025): 60% PSUs (30% ABV PSUs + 30% Relative TSR PSUs), 40% RSUs (all cliff vest after 3 years) .
- PSU mechanics:
- ABV PSUs: 3‑yr Core Adjusted Book Value/share growth threshold 12% (50% payout), target 15% (100%), max 18% (200%); straight‑line between points .
- Relative TSR PSUs: 3‑yr TSR vs Russell Midcap Index – Financials (threshold below 55th percentile pays 0; capped at 100% if company TSR is negative even if percentile met) .
- Realized results (2022 grants vested Feb 23, 2025): Relative TSR PSUs paid 213.7% (85th percentile); ABV PSUs paid 200% (30.9% growth) .
| Incentive Type | Weight in LTI | Metric | Target | Actual (most recent vest) | Payout | Vesting |
|---|---|---|---|---|---|---|
| ABV PSUs | 30% | 3‑yr Core ABV/share growth | 15% (target); 12% threshold; 18% max | 30.9% (2015–2025 cohort period) | 200% | Cliff at 3 years |
| Relative TSR PSUs | 30% | 3‑yr TSR vs Russell Midcap Financials | 55th percentile target; 0 below threshold; capped at 100% if negative TSR | 85th percentile (2015–2025 cohort period) | 213.7% | Cliff at 3 years; earned shares remain restricted 1 year post‑vest |
| RSUs (time‑based) | 40% | Service-based | N/A | N/A | N/A | Cliff at 3 years |
Note: Chow’s 2024 “Share Awards” (U.S. GAAP grant‑date fair value) were $1,827,887; 2023 $1,425,293; 2022 $1,433,715 .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficially Owned Common Shares (as of Mar 7, 2025) | 131,859 |
| Unvested Restricted Common Shares | — |
| RSUs (not deliverable within 60 days) | 86,264 |
| Executive Share Ownership Guideline | 5× salary |
| Chow’s Ownership Multiple vs Salary | 16.7× salary |
Policies and practices:
- Anti‑hedging policy: hedging of company shares is prohibited .
- Anti‑pledging policy: pledging prohibited without approvals and demonstration of repayment capacity; as of Mar 19, 2025, no director or executive officer has pledged shares .
- Ownership guidelines: executives must retain 100% of after‑tax shares from RSU/PSU vestings until guideline is met; no mandated timeframe .
Shares vested:
| Metric | 2023 | 2024 |
|---|---|---|
| Shares Acquired on Vesting | 38,427 | 56,770 |
| Value Realized on Vesting | $2,403,598 | $4,821,476 |
Non‑Qualified Deferred Compensation:
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Executive Contributions (last FY) | $94,960 | $116,408 |
| Company Contributions (last FY) | $189,921 | $232,816 |
| Aggregate Earnings (last FY) | $508,605 | $621,002 |
| Aggregate Balance at FYE | $4,660,774 | $5,631,000 |
Employment Terms
Severance and CIC economics (values assume event on Dec 31, 2023):
- Termination Without Cause: Salary continuation $600,000; cash incentive $1,363,280; benefits $37,718; unvested RSUs $2,261,812; unvested PSUs $4,857,110; Total $9,119,920 .
- Change‑in‑Control Severance (double‑trigger; no single‑trigger equity vesting): Salary continuation $600,000; cash incentive $1,363,280; benefits $37,718; unvested RSUs $2,261,812; unvested PSUs $6,421,536; Total $10,684,346 .
- Program terms: one year of salary; average of last three annual cash incentives; pro‑rata annual incentive for year of termination; one year of medical/dental benefits; equity generally requires double‑trigger; no 280G excise tax gross‑ups .
| Scenario (as of 12/31/2023) | Salary | Cash Incentive | Benefits | Unvested RSUs | Unvested PSUs | Total |
|---|---|---|---|---|---|---|
| Termination Without Cause | $600,000 | $1,363,280 | $37,718 | $2,261,812 | $4,857,110 | $9,119,920 |
| Change in Control (Double‑Trigger) | $600,000 | $1,363,280 | $37,718 | $2,261,812 | $6,421,536 | $10,684,346 |
Clawback policy (applies to RSUs, ABV PSUs, Relative TSR PSUs, and cash incentives):
- Triggers include misconduct (certain crimes), acts likely to injure operations/reputation, restatements (regardless of misconduct), overstatement of objective metrics, violation of restrictive covenants (non‑compete, non‑solicit, confidentiality), and willful/continued failure to perform duties; remedies include forfeiture of unpaid incentives and recoupment of paid incentives; termination for cause also applies .
- Post‑termination vesting in certain cases (death/disability; involuntary without cause; good reason; retirement) is subject to conditions and restrictive covenant compliance; equity vesting under CIC requires double trigger (or non‑assumption by acquirer) .
Multi‑Year Compensation Summary (for context)
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $600,000 | $600,000 | $650,000 |
| Share Awards (U.S. GAAP grant‑date fair value) | $1,433,715 | $1,425,293 | $1,827,887 |
| Non‑Equity Incentive Plan Compensation (cash) | $1,296,960 | $1,618,704 | $1,633,083 |
| All Other Compensation | $282,003 | $301,253 | $319,418 |
| Total | $3,612,678 | $3,945,250 | $4,430,388 |
Governance, Benchmarking, and Say‑on‑Pay
- Compensation Committee uses FW Cook; executive TDC (ex‑CEO) targeted between median and 75th percentile of peer group for 2022; long‑term incentive structure maintained; 2023 performance year TSR: 1‑yr 22.5% (53rd percentile); 3‑yr 35.9% annualized (100th percentile) vs comp group .
- Say‑on‑pay support: 83% (May 2023), 82% (May 2024) following 2019 program changes; continued broad investor outreach described in 2024/2025 proxies .
Investment Implications
- Pay-for-performance alignment: High PSU mix (60% of LTI) tied to Core ABV/share growth and relative TSR, with demonstrated above‑target outcomes (200%–213.7% on 2022 grants), supports incentive alignment with book value compounding and market-relative returns .
- Retention risk appears contained: Significant unvested equity with 3‑year cliff vesting and robust ownership levels (16.7× salary vs 5× guideline) promotes retention and alignment; anti‑hedging and no pledging reduce governance risk .
- Change‑in‑control and severance design: Double‑trigger vesting and absence of 280G gross‑ups are shareholder‑friendly; quantified CIC exposure for Chow ($10.7M as of 12/31/2023) provides clarity on potential transaction economics .
- Execution track record: 2024 achievements under Chow’s leadership (U.S. insurer combination, $400M special dividends approval, Sound Point capital plan enablement) indicate strong legal/regulatory execution that supports capital optimization and ABV growth objectives embedded in incentives .