Robert A. Bailenson
ASSURED GUARANTYAbout Robert A. Bailenson
Robert A. Bailenson, age 58, is Assured Guaranty Ltd.’s Chief Operating Officer (COO) effective January 1, 2024, after serving as CFO from June 2011–December 2023; he previously held Chief Accounting Officer roles at multiple AGO entities and earlier was CFO/Treasurer of Assured Guaranty Re (AG Re) and Assistant Controller at Capital Re, AGO’s predecessor. He has been with Assured Guaranty and predecessor companies since 1990, bringing deep finance, accounting and operational leadership experience across underwriting, origination, technology, IP, and investor relations . Company performance context: AGO’s one-year TSR for 2024 was 22.0% (41st percentile), and three-year annualized TSR was 23.6% (93rd percentile) versus the firm’s compensation comparison group ; 2024 net income was $392 million and Core Adjusted Book Value per share was $170 per the pay-versus-performance disclosure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Assured Guaranty Ltd. (AGL) | Chief Operating Officer | 2024–present | Leads global financial guaranty origination; expansion into Asia/Australia and new asset classes; systems modernization; data analytics realignment; investor communications . |
| Assured Guaranty Ltd. (AGL) | Chief Financial Officer | 2011–2023 | Finance leadership across insurance and asset management segments; long-term value creation oversight . |
| Assured Guaranty Inc. (AG) | Chief Accounting Officer | 2003–2019 | Enterprise accounting leadership at parent-level . |
| Assured Guaranty Ltd. (AGL) | Chief Accounting Officer | May 2005–2019 | Accounting leadership at Bermuda parent . |
| Assured Guaranty Municipal (AGM) | Chief Accounting Officer | July 2009–2019 | Accounting leadership at U.S. muni insurer . |
| Assured Guaranty Re (AG Re) | CFO & Treasurer | 1999–2003 | Reinsurance finance leadership and capital stewardship . |
| Capital Re Corp. (predecessor) | Assistant Controller | Pre-1999 (not specified) | Accounting leadership at predecessor insurer . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Assured Guaranty Re Ltd. (AG Re) | Director (nominee) | 2025 one-year term | Subsidiary board role; no fees; reflects operational oversight of reinsurance unit . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $800,000 | $800,000 | $900,000 (raised in Feb 2024 for expanded COO role) |
| All Other Compensation ($) | $391,460 | $397,983 | $416,305 (includes $379,900 employer retirement contribution, $25,000 matching gift, tax prep $4,554, spousal travel $5,451, misc. $1,400) |
| Total Compensation ($) | $4,987,281 | $5,272,787 | $6,204,809 |
Performance Compensation
Annual Cash Incentive (2024)
| Component | Structure / Target | 2024 Achievement | Payout |
|---|---|---|---|
| Cash incentive | Base × individual target multiple; formula weights 67% financial goals and 33% non-financial objectives | Financial score 64.6%; Non-financial score 61.1% | $2,261,191 |
| Individual target multiple | 2.00× of base salary | — | — |
Notes: Committee methodology unchanged since 2015; performance measured on five non-GAAP “core” metrics (Core Operating EPS, Core Operating ROE, Core Operating Equity/Share, Core Adjusted Book Value/Share, PVP), with continued improvement from 2014 to 2024 .
Long-Term Equity Incentives (2024 awards decided Feb 2025)
| Instrument | Weighting | Metric / Target | Vesting | Target Nominal Value ($) | GAAP Value ($) |
|---|---|---|---|---|---|
| PSUs – Core ABV per share | 30% of LTI | Growth in Core Adjusted Book Value per share over 3-year period | Cliff vest at end of 3 years | Part of $3,200,000 LTI target | Included in $3,442,501 GAAP value |
| PSUs – Relative TSR | 30% of LTI | TSR vs 55th percentile of Russell Midcap Financials over 3 years | Cliff vest at end of 3 years | Part of $3,200,000 LTI target | Included in $3,442,501 GAAP value |
| RSUs (time-based) | 40% of LTI | Time-based retention | Cliff vest at end of 3 years | Part of $3,200,000 LTI target | Included in $3,442,501 GAAP value |
Special Retention Award (granted Feb 2025)
| Instrument | Nominal Grant Value ($) | Vesting | Change-in-Control / Termination Terms |
|---|---|---|---|
| Special RSUs | $3,000,000 for Bailenson | 5-year cliff; forfeited upon retirement before vesting | Vesting may accelerate if acquirer will not continue award post-CIC; continued vesting possible upon involuntary termination without cause or good reason if conditions met (release, restrictive covenants); death/disability acceleration possible |
2024 Shares Vested
| Metric | Number of Shares Vested | Value Realized on Vesting ($) |
|---|---|---|
| Bailenson total 2024 vesting | 74,515 | $6,328,559 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of Mar 7, 2025) | 205,619 common shares; 171,189 RSUs; no unvested restricted common shares . Approx. 0.41% of outstanding shares based on 49,938,797 shares outstanding . |
| Outstanding unvested equity (Dec 31, 2024) | Time-based RSUs: 11,602; 10,998; 11,591; 18,596; 17,404 units with disclosed market values; PSUs unearned: 4,124; 4,124; 4,347; 4,347 units with disclosed payout values . |
| RSU vesting dates | One RSU grant from Feb 23, 2022 vested Feb 23, 2025 . |
| Ownership guidelines | 5× salary guideline; Bailenson at 23.1× salary; executives must retain 100% of after-tax shares from vesting until guideline met . |
| Hedging / pledging | Hedging prohibited; pledging only with approvals and financial capacity; as of Mar 19, 2025, no director or executive officer has pledged common shares . |
Employment Terms
Termination Scenarios (as of Dec 31, 2024)
| Scenario | Salary Continuation ($) | Cash Incentive ($) | Benefits ($) | Unvested RSUs ($) | Unvested PSUs ($) | Total ($) |
|---|---|---|---|---|---|---|
| Death or Disability | — | — | — | $3,077,532 | $5,087,474 | $8,165,006 |
| Retirement | Not retirement-eligible as of Dec 31, 2024 | — | — | — | — | — |
| Termination without cause / good reason | $900,000 | $2,059,315 | $40,755 | $3,077,532 | $5,087,474 | $11,165,076 |
Change-in-control terms: no single-trigger vesting; equity vests on double-trigger unless acquirer refuses to assume awards; no 280G excise tax gross-ups . Special RSUs include CIC non-assumption acceleration and continued vesting on qualifying terminations with release/covenant compliance .
Clawback and Cause Triggers
- Forfeiture/recoupment applies to RSUs, ABV PSUs, Relative TSR PSUs, and cash incentives upon misconduct, restatements (regardless of misconduct), overstatement of quantifiable objectives, covenant violations, and certain willful failures; cause termination outlined with granular triggers .
Deferred Compensation (2024)
| Metric | Executive Contribution ($) | Company Contribution ($) | Aggregate Earnings ($) | Aggregate Balance ($) |
|---|---|---|---|---|
| Bailenson | $166,950 | $333,900 | $2,125,955 | $13,323,722 |
Performance & Track Record
- 2024 COO achievements included leading global origination to YoY production increases in U.S. public finance; foundation for new business in Australia/Asia with structured finance closed in Australia; systems modernization; data analytics realignment; and transparent stakeholder communications during U.S. insurance company combination and rebranding to Assured Guaranty Inc. .
- Company TSR context: one-year 22.0% (41st percentile) and three-year annualized 23.6% (93rd percentile) versus compensation comparison group, supporting long-term equity alignment design .
Compensation Governance, Peer Benchmarking, and Shareholder Feedback
- LTI structure emphasizes performance (60% PSUs) with clear ABV and TSR metrics; RSUs provide retention; annual cash incentives weight 67% financials and 33% strategic objectives, with formal scoring methodology developed in 2015 and retained with refinements .
- Peer benchmarking: FW Cook analysis indicates target and actual total direct compensation for non-CEO NEOs, including Bailenson, ranked between median and 75th percentile for 2023 among comparison group, reflecting experience and sustained performance .
- Say-on-pay results: 83% approval in 2023 and 82% in 2024, following structural changes after a 60% approval in 2018 and strong 93% approval in 2019 .
Investment Implications
- Alignment: Bailenson significantly exceeds ownership guidelines (23.1× vs 5×) and is subject to strict anti-hedging/pledging policies, supporting strong “skin-in-the-game” alignment; high unvested equity and newly granted 5-year special RSUs materially reduce near-term attrition risk .
- Incentive design: Cash incentives are formulaic with transparent weighting and explicit financial/non-financial scoring; LTI split between ABV growth and relative TSR introduces balanced drivers of value creation across underwriting quality, capital efficiency, and market-relative performance .
- Selling pressure: 74,515 shares vested in 2024 with $6.33 million value realized; monitor Form 4 filings for tax-driven sales post-vesting and any 2025 vesting events, but ownership retention requirements temper selling pressure impact .
- Change-in-control and severance: Double-trigger equity vesting and no excise tax gross-ups are shareholder-friendly; defined severance economics ($11.17 million in a qualifying termination) and special RSU terms offer balance between retention and governance discipline .