Yukiko Omura
ASSURED GUARANTYAbout Yukiko Omura
Independent non-executive director of Assured Guaranty Ltd. (AGO) since May 2014; age 69. Core credentials include prior service as Executive Vice President and CEO of the World Bank Group’s Multilateral Investment Guarantee Agency (MIGA) and as Undersecretary General and COO/Vice President of the International Fund for Agricultural Development (IFAD), combined with senior capital markets leadership roles across JPMorgan, Lehman Brothers, UBS (Japan), and Dresdner Bank. Currently chairs AGO’s Finance Committee and serves on the Compensation, Environmental & Social Responsibility (ESR), and Executive Committees. The Board classifies her as independent under NYSE rules. All current directors (including Omura) met the 75% attendance threshold in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| International Fund for Agricultural Development (IFAD) | Undersecretary General and COO/Vice President | Until Feb 2012 | Senior leadership of UN specialized agency focused on rural development |
| Multilateral Investment Guarantee Agency (World Bank Group) | Executive Vice President and CEO | Prior to IFAD role (dates not disclosed) | Led political risk insurance operations |
| Inter-American Development Bank | Project Economist (Infrastructure) | Not disclosed | Project development in infrastructure sectors |
| JPMorgan | M&A and derivatives; launched EM operations in Tokyo; led EMSTAR Marketing for Northern Europe | Not disclosed | Built emerging markets franchise |
| Lehman Brothers | SVP & Head of Emerging Markets Asia; later Head of Credit Business, Asia | Not disclosed | Regional leadership in EM and credit |
| Union Bank of Switzerland (Japan) | Managing Director; Head of Global Fixed Income & Derivatives (Japan) | Not disclosed | Led GFI&D in Japan; continued as head post-merger with Swiss Bank Corp. |
| Dresdner Bank (Japan) | Managing Director; Head of Global Markets & Debt Office (Japan) | Not disclosed | Ran global markets and debt business in Japan |
| HIV/AIDS Prevention Fund (London) | Founder | 2002 | Charitable organization founder |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HSBC Bank plc | Non-executive member, Board of Directors | Current | N/A disclosed |
| Nishimoto HD Co. Ltd. | Non-executive director | Current | N/A disclosed |
| Private Infrastructure Development Group | Chair | Current | Infrastructure finance stewardship |
| The Critical Minerals Fund | Advisory Board Member | Current | Critical minerals investing advisory |
| Amatheon Agri Holding N.V. | Supervisory Board Member | Until March 2018 | N/A disclosed |
Board Governance
- Committee assignments (2024): Finance (Chair), Compensation (member), Environmental & Social Responsibility (member), Executive (member). Meeting cadence in 2024: Finance 4; Compensation 5; ESR 4; Executive 0 (Exec Committee did not meet).
- Independence: Determined independent by the Board in Feb 2025 (all directors except the CEO and one new nominee). Board considered other directorships and found no material relationships creating conflicts.
- Attendance: Board met 4 times in 2024; all current directors attended at least 75% of their Board and committee meetings; all but one director attended the 2024 AGM.
- Committee remit (relevance to effectiveness): Finance Committee oversees capital structure, liquidity, investments, rating agency, and corporate development activities; Compensation Committee oversees executive pay and succession (with FW Cook as independent adviser); ESR Committee oversees climate, CSR, and human capital topics.
- Compensation Committee Report sign-off includes Omura as a member, indicating engagement in executive pay oversight.
Fixed Compensation
| Year | Name | Fees Earned or Paid in Cash | Share Awards (Grant-date FV) | All Other Comp | Total |
|---|---|---|---|---|---|
| 2024 | Yukiko Omura | $180,000 | $145,000 | — | $325,000 |
Director compensation structure (2024–2025):
- Annual retainer: $265,000; at least $145,000 paid in restricted shares and $120,000 in cash (director may elect more equity).
- Committee chair fees: Audit & Compensation Chairs $40,000; Finance, ESR, Nominating & Governance, Risk Oversight Chairs $30,000. Committee membership fee: $15,000 per committee (no fee for Executive Committee).
- Program features: No meeting fees under normal circumstances; charitable match up to $25,000; structure reviewed by FW Cook and deemed aligned with market practices.
Performance Compensation
| Component | Amount/Measure | Vesting/Terms | Change-in-Control/Other |
|---|---|---|---|
| Restricted Shares (annual) | $145,000 grant-date FV (2024) | Vest the day immediately prior to the next AGM; dividends accrue and pay on vesting; voting rights during vesting. | Vesting accelerates upon change in control, death, or disability (single-trigger CIC for director equity). |
AGO’s director equity is time-based restricted stock (no options or performance shares disclosed for directors); no separate “bonus” or performance metric framework applies to non-executive directors.
Other Directorships & Interlocks
| Type | Company | Role | Potential Interlock/Conflict Note |
|---|---|---|---|
| Public | HSBC Bank plc | Non-executive board member | Board independence determination considered other directorships and found no material relationships. |
| Public (Japan) | Nishimoto HD Co. Ltd. | Non-executive director | Same as above. |
| Development finance | Private Infrastructure Development Group | Chair | N/A disclosed. |
| Investment fund | The Critical Minerals Fund | Advisory Board Member | N/A disclosed. |
| Prior | Amatheon Agri Holding N.V. | Supervisory Board Member (until Mar 2018) | N/A disclosed. |
- Related-party transactions: Proxy discloses RPTs with certain 5% shareholders (Wellington as asset manager; BlackRock for reporting module) and engagement of a new director nominee’s advisory firm; no Omura-specific related party transactions disclosed.
Expertise & Qualifications
- 40+ years in global finance with senior leadership in EM, credit, and derivatives across Tokyo, New York, and London; former CEO of MIGA; IFAD COO/VP.
- Finance Committee chair role aligns with background in capital markets and risk oversight.
- Global perspective and multilateral development experience add depth on sovereign/EM risk, infrastructure finance, and sustainability issues relevant to AGO’s risk and investment profile.
Equity Ownership
| Name | Common Shares Beneficially Owned | Unvested Restricted Common Shares | RSUs |
|---|---|---|---|
| Yukiko Omura | 7,560 | 1,725 | — |
- Ownership guidelines: Non-executive directors must hold at least $600,000 in AGO Common Shares (5× maximum cash portion of retainer); longer-tenured independent directors meet the guideline—Batten, Radtke, and Shea are still accumulating; Omura, as a longer-tenured director, is among those meeting the guideline. No director has pledged Common Shares as of Mar 19, 2025. Hedging is prohibited.
- Concentration: None of the directors (other than CEO Frederico at ~3.12%) beneficially owns ≥1% of outstanding shares; Omura therefore owns <1%.
Governance Assessment
- Strengths: Independent status; multi-committee service including Finance Chair; documented attendance at or above 75%; active role in Compensation oversight (committee sign-off); compliance with rigorous ownership guideline; anti-hedging and no pledging provide alignment; no Omura-specific related-party exposure disclosed.
- Potential watch items (no current red flags): Multiple external roles (HSBC, Nishimoto, PIDG, Critical Minerals Fund) necessitate continued independence monitoring; Board’s 2025 independence review found no material conflicts. Director equity vests on a one-year cycle with single-trigger CIC acceleration—standard but worth monitoring for optics.
- Implication for investors: Omura’s capital markets and multilateral experience is directly relevant to AGO’s risk, investment, and capital allocation oversight (as Finance Chair). Her compensation mix (significant equity via restricted shares) and ownership guideline compliance support alignment; absence of pledging/hedging and RPTs reduces governance risk.