Thomas W. Jones

About Thomas W. Jones

Independent director of Assured Guaranty Ltd. since 2015; age 75; Chair of the Compensation Committee and member of the Audit and Nominating & Governance Committees. Former founder and senior partner of TWJ Capital LLC; prior senior leadership roles include CEO of Global Investment Management at Citigroup, vice chair/director and president/COO at TIAA‑CREF, and senior vice president/treasurer at John Hancock; began career in public accounting/consulting at Arthur Young. Jones is a licensed CPA and NACD Board Leadership Fellow; he serves on Jefferies Financial Group Inc.’s board and previously served on the Federal Reserve Bank of New York board (vice chair) and multiple public company boards .

Past Roles

External Roles

Board Governance

• Committee assignments: Chair, Compensation; member, Audit and Nominating & Governance .
• Independence: Board determined all directors except CEO and new nominee are independent; no material relationships for independent directors; committee independence monitored under NYSE/SEC rules .
• Attendance: Board met 4 times in 2024; all current directors attended at least 75% of Board/committee meetings; non‑executive directors hold executive sessions led by the Board Chair .
• Committee activity (2024): Audit (Chair: Howard) 4 meetings; Compensation (Chair: Jones) 5; Nominating & Governance (Chair: Borges) 4; Finance 4; Environmental & Social Responsibility 4; Risk Oversight 4; Executive Committee did not meet .
• Audit committee financial expertise: Each Audit member satisfies NYSE financial literacy and is an audit committee expert under Item 407(d) of Regulation S‑K (Jones is a member) .
• Compensation governance: FW Cook engaged; independence assessed; no conflicts; annual compensation risk assessment with FW Cook (latest Feb 2025 concluded plans are well‑aligned and do not encourage material adverse risk) .
• Interlocks: No Compensation Committee interlocks or insider participation; no AGO executives on other companies’ comp committees .

Fixed Compensation

Director fee structure (per annual term):

• Annual retainer: $265,000; paid at least $145,000 in restricted shares and $120,000 in cash; directors may elect to take up to 100% of cash portion (and committee fees) in restricted shares .
• Chair fees: Audit and Compensation Chairs $40,000; Finance, ESG, Nominating & Governance, Risk Oversight Chairs $30,000; Board Chair $225,000; committee membership fee $15,000; Executive Committee has no fees; no regular meeting fees .
• Restricted shares vest the day immediately prior to the next AGM; 2025 AGM is May 2, 2025, so 2024–2025 awards vest May 1, 2025; change‑in‑control/death/disability accelerate vesting; dividends accrue and are paid upon vesting .

Performance Compensation

Compensation Committee performance framework Jones oversees (used for executive pay decisions):

• Negative discretion policy: Committee may cap scores at 100% if a target is below prior year actual results; exercised in 2024 for Core Operating Income/Share and ROE despite exceeding targets .
• Long‑term equity design the Committee oversees: 60% PSUs (Core ABV/share growth and relative TSR vs Russell Midcap Financials), 40% RSUs; cliff vest at 3 years .

Other Directorships & Interlocks

Board independence review explicitly considered other directorships and found no material relationships creating conflicts of interest for independent directors, including Jones .

Expertise & Qualifications

• Licensed Certified Public Accountant; NACD Board Leadership Fellow .
• Extensive investment management and large financial institution operations experience; public company board service across financial services and corporates .
• Audit committee expert designation via Board determination for AGO Audit Committee members .
• Risk oversight experience (FRBNY vice chair; Jefferies risk oversight chair) .

Equity Ownership

• Director stock ownership guideline: minimum $600,000 market value; other longer‑tenured independent directors (including Jones) meet guideline .

Governance Assessment

• Strengths

  • Independent director with deep compensation and audit oversight credentials; chairs Compensation Committee; member of Audit and Nominating & Governance .
  • Audit committee expert; Compensation Committee engages independent consultant FW Cook; latest risk assessment (Feb 2025) indicates incentive plans are sound and do not encourage excessive risk .
  • Strong attendance culture; Board met 4 times in 2024; directors met ≥75% attendance; Board conducts executive sessions without management .
  • Transparent director pay structure with meaningful equity; robust ownership guideline met by longer‑tenured independent directors .
  • Shareholder support for say‑on‑pay remains high (82% in 2024; 83% in 2023), signaling alignment of compensation practices overseen by the Committee .
  • Board independence determinations affirm no material conflicts from outside directorships; related‑party transaction review processes in place .

• Potential Watch‑Items

  • External directorship at Jefferies Financial Group adds workload; Board explicitly reviewed outside roles and found no material conflicts, but investors may monitor time commitments and information flow across institutions .
  • PVP and Core ABV targets fell slightly short in 2024; Committee applied negative discretion appropriately, but continued diligence on setting appropriately challenging targets is warranted .

• Red Flags

  • None disclosed for Jones: no related‑party transactions, no attendance issues, no interlocks; Compensation Committee independence confirmed .