Mark C. Batten
ASSURED GUARANTYAbout Mark C. Batten
Mark C. Batten, age 68, is an independent director of Assured Guaranty Ltd. (AGO) since February 2024, serving on the Audit, Finance, and Risk Oversight Committees. He is a former Partner of PricewaterhouseCoopers LLP (PwC) with 25+ years at the firm (retired 2017), a Chartered Accountant, and currently serves as non-executive chair of AGO’s U.K. insurance subsidiary (Assured Guaranty UK Limited) and as chair or senior independent director on several U.K. boards. The board affirmed his independence in February 2025, acknowledging his AGUK leadership role; all directors met at least 75% attendance in 2024.
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| PricewaterhouseCoopers LLP | Partner (Financial services; audit, restructuring) | 25+ years; retired 2017 | Led practices and restructurings for insurers, reinsurers, banks, and asset managers; NED of PwC’s Bermuda-based global insurance captive |
| Assured Guaranty UK Limited (AGO subsidiary) | Independent NED since 2018; Chair since 2021 | 2018–present | Chair; member of its remuneration and nomination committee (acknowledged in AGO independence review) |
| Royal Brompton and Harefield Hospital Foundation Trust | Non-executive director | Not disclosed | Hospital governance oversight |
External Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Picton Property Income Ltd. (LSE) | Senior Independent Director; Chair, Audit & Risk Committee | Current | Board leadership; financial oversight |
| Weatherby’s Bank Ltd. (private) | Non-executive director; Senior Independent Director; Chair, Audit Committee | Current | Audit chair; risk and financial reporting oversight |
| Reliance National Insurance Co. (Europe) Ltd. (private) | Non-executive director; Chair, Audit Committee | Current | Audit chair; insurance financial controls |
| Westminster School (U.K.) | Chair, Governing Body | Current | Education governance leadership |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director under NYSE and AGO Guidelines; Board acknowledged his AGUK chair role and committee service when affirming independence (Feb 2025) |
| Committees | Audit; Finance; Risk Oversight (member in all) |
| Committee meeting cadence (2024) | Audit: 4; Finance: 4; Risk Oversight: 4 (committee-level meetings held) |
| Audit Committee status | Audit Committee members (including Batten) meet NYSE financial literacy; all designated audit committee financial experts |
| Attendance | All directors attended ≥75% of Board/committee meetings while in office during 2024 |
| Executive sessions | Non-executive directors meet in regular executive sessions; Board Chair presides |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees earned or paid in cash (AGO) | $247,500 | As reported for 2024 |
| Share awards (AGO) | $217,500 | Grant date fair value (rounded) |
| All other compensation (AGO) | — | None reported |
| Total (AGO) | $465,000 | Sum of cash and stock awards |
| Separate fees from AGUK (subsidiary) | £135,000 (~$169,032) | Non-executive director and committee fees at Assured Guaranty UK Limited in 2024; amount and USD equivalent per 12/31/2024 |
Additional program features:
- AGO non-executive director retainer per annual term: $265,000 (≥$145,000 in restricted shares, $120,000 cash minimum; members may elect more equity). Committee chairs: $40,000 (Audit, Comp); other chairs: $30,000; committee members: $15,000; no Executive Committee fees. Restricted shares vest the day before the next AGM; dividends accrue and are paid at vesting.
- Elections: For partial 2023–2024 term, Batten elected $12,500 of cash as restricted shares; for 2024–2025 term, elected $25,000 of cash as restricted shares (rest in cash).
Performance Compensation
| Instrument | Metrics | Target/Payout Mechanics | 2024 Award Notes |
|---|---|---|---|
| Director equity (restricted shares) | None (time-based) | Vests one day prior to the next AGM; dividends accrue and pay on vest | AGO directors receive time-based restricted shares; no PSU/option or performance metrics disclosed for directors |
Directors do not receive performance-based equity or cash tied to metrics; performance metric frameworks in the proxy apply to executives, not directors.
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Notes |
|---|---|---|---|
| Picton Property Income Ltd. | Public (LSE) | Senior Independent Director; Chair, Audit & Risk | Separate sector (property); governance expertise |
| Weatherby’s Bank Ltd. | Private | SID; Audit Chair | Banking oversight |
| Reliance National Insurance (Europe) | Private | Audit Chair | Insurance oversight |
| Assured Guaranty UK Limited | AGO subsidiary | Chair; NED | Intra-group dual role acknowledged in independence review |
| Former Partner, PwC | Auditor to be appointed at AGO | AGO seeks shareholder approval to appoint PwC LLP as independent auditor for FY2025; Batten is a former PwC partner | Potential perceived conflict; Board determined independence; all Audit members are financial experts |
Expertise & Qualifications
- Chartered Accountant; deep audit/financial reporting, corporate finance, and enterprise risk management background; listed in AGO’s skills matrix for audit/internal control, financial reporting, insurance/banking, governance, and risk management.
- Audit Committee financial expert designation (committee-wide).
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Common shares beneficially owned | — | None as of Mar 7, 2025 |
| Unvested restricted common shares | 3,093 | Vests day before 2025 AGM; includes 1,071 shares granted Feb 21, 2024 for appointment; all vest one day prior to 2025 AGM |
| RSUs | — | None reported for director |
| Stock ownership guideline (directors) | $600,000 market value | 5x max cash portion of annual retainer; must be met before disposing of shares from compensation |
| Compliance status | Accumulating toward guideline | Batten (joined 2024) is in accumulation phase |
Policies relevant to alignment:
- Anti-hedging and anti-pledging policies are part of AGO’s compensation governance framework (program sections outlined in proxy).
Governance Assessment
Key findings for investors:
- Committee roles and expertise: Batten serves on Audit, Finance, and Risk Oversight—AGO’s core risk and financial control committees—bringing strong audit and ERM expertise; Audit Committee members (including Batten) are designated financial experts. This supports board effectiveness in oversight of reporting, capital allocation, and enterprise risk.
- Independence and attendance: Board affirmed his independence (despite serving as AGUK chair and committee member), and all directors met the ≥75% attendance threshold in 2024—no engagement red flags disclosed.
- Compensation and alignment: 2024 director pay was balanced between cash ($247,500) and stock ($217,500), with elections to take incremental cash as restricted shares—positive for alignment. He also earned £135,000 from AGUK board service. Restricted shares vest annually, keeping alignment without short-term incentives; ownership guideline is robust ($600k), and Batten is accumulating given his 2024 start.
- Potential conflicts (watch items, not red flags): (1) Former PwC partner while AGO appoints PwC LLP as independent auditor—could be a perceived independence optic; however, the board determined independence and Audit Committee composition meets regulatory requirements. (2) Dual roles within the AGO group (AGUK chair) acknowledged in independence review. No related-person transactions disclosed for Batten.
- Signals on governance quality: Independent-only composition across key committees; clear committee charters; robust ownership guidelines; regular executive sessions; and no meeting fees or per-meeting pay that could bias attendance—supportive of investor confidence.
RED FLAGS: None disclosed specific to Batten. Watch items include former affiliation with PwC (auditor) and intra-group subsidiary chair role—both acknowledged with independence affirmed by the board.