Form 485BPOS GUARDIAN INSURANCE &
Registration No. 333-272291
SECURITIES AND EXCHANGE COMMISSION
100 F Street, N.E.
Room 1680
WASHINGTON, D.C. 20549
202-551-5850
FORM N-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PRE-EFFECTIVE AMENDMENT NO. ☐
POST-EFFECTIVE AMENDMENT NO. 8 ☒
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
(Name of Insurance Company)
10 Hudson Yards, New York, New York 10001
(Address of Insurance Company’s Principal Executive Offices)
212-598-8714
(Insurance Company’s Telephone Number, including Area Code)
| Patrick D. Ivkovich, Senior Counsel The Guardian Insurance & Annuity Company, Inc. 10 Hudson Yards New York, New York 10001 212-598-8714 (Name and Address of Agent for Service) |
Copy to: Dodie C. Kent, Esq. Eversheds Sutherland (US) LLP 1114 Avenue of the Americas, 40th Floor New York, NY 10036-7703 |
Approximate Date of Proposed Public Offering: Continuously on and after the effective date of this registration statement.
It is proposed that this filing will become effective (check appropriate box):
| ☐ | immediately upon filing pursuant to paragraph (b) |
| ☒ | on October 3, 2025 pursuant to paragraph (b) |
| ☐ | 60 days after filing pursuant to paragraph (a)(1) |
| ☐ | on (date) pursuant to paragraph (a)(1) of rule 485 under the Securities Act of 1933 (“Securities Act”). |
If appropriate, check the following box:
| ☐ | This post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
Check each box that appropriately characterizes the Registrant:
| ☐ | New Registrant (as applicable, a Registered Separate Account or Insurance Company that has not filed a Securities Act registration statement or amendment thereto within 3 years preceding this filing) |
| ☐ | Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange Act”)) |
| ☐ | If an Emerging Growth Company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act |
| ☒ | Insurance Company relying on Rule 12h-7 under the Exchange Act |
| ☐ | Smaller reporting company (as defined by Rule 12b-2 under the Exchange Act) |
This Post-Effective Amendment No. 8 incorporates by reference the information contained in the Prospectus and Statement of Additional Information of Post-Effective Amendment No. 5 to the Registration Statement on Form N-4 (Reg. No. 333-272291), filed on April 30, 2025
PART C
OTHER INFORMATION
Item 27. Exhibits
| (p) | Powers of Attorney –
| |
| (q) | Letter Regarding Change in Certifying Accountant – Not Applicable | |
| (r) | ||
| Item 28. | Directors and Officers of the Insurance Company |
The following is a list of directors and principal officers of The Guardian Insurance & Annuity Company, Inc. (“GIAC”).
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
DIRECTOR & OFFICER ROSTER
| Name and Principal Business Address: |
Positions and Offices with Depositor | |
| Keith Namiot 10 Hudson Yards, New York, NY 10001 |
Director and President | |
| Andrew Gordon 10 Hudson Yards, New York, NY 10001 |
Director | |
| Kevin Molloy 10 Hudson Yards, New York, NY 10001 |
Director | |
| Jeffrey Turcotte 10 Hudson Yards, New York, NY 10001 |
Director and Chief Actuary | |
| Nicholas Liolis 10 Hudson Yards, New York, NY 10001 |
Chief Investment Officer | |
| Maurice Gordon 10 Hudson Yards, New York, NY 10001 |
Senior Managing Director, Head of Private Equity | |
| Kermitt Brooks 10 Hudson Yards, New York, NY 10001 |
Chief Legal Officer | |
| Harris Oliner 10 Hudson Yards, New York, NY 10001 |
Associate General Counsel, Corporate Secretary | |
| Mark Tynkov 10 Hudson Yards, New York, NY 10001 |
Illustration Actuary | |
| Carl Desrochers 700 South Street, Pittsfield, MA 01201 |
Head of IM Finance and Actuarial | |
| Robert J. Crimmins 10 Hudson Yards, New York, NY 10001 |
Managing Director, Fixed Income Strategy | |
| John Gargana 10 Hudson Yards, New York, NY 10001 |
Managing Director, Head of Structured Products & Fixed Income Trading | |
| Name and Principal Business Address: |
Positions and Offices with Depositor | |
| Chi M. Kwok 10 Hudson Yards, New York, NY 10001 |
Managing Director, Actuary, Asset Liability Management | |
| David Padulo 10 Hudson Yards, New York, NY 10001 |
Managing Director, Co-Head Investment Grade Corporates | |
| Cheng Wang 10 Hudson Yards, New York, NY 10001 |
Managing Director, Private Equity | |
| Peter O’Brien 10 Hudson Yards, New York, NY 10001 |
Managing Director, Chief Administration Officer | |
| Jeff Butscher 6255 Sterner’s Way, Bethlehem, PA 18017 |
Chief Compliance Officer & Rule 38a-1 Chief Compliance Officer | |
| Stuart Carlisle 10 Hudson Yards, New York, NY 10001 |
Head of Product Fund Management | |
| Kimberly Delaney Geissel 6255 Sterner’s Way, Bethlehem, PA 18017 |
Strategic Initiatives Executive | |
| Debra Udicious 10 Hudson Yards, New York, NY 10001 |
Corporate Treasurer | |
| Andrew Baj 10 Hudson Yards, New York, NY 10001 |
Derivatives Officer | |
| Larry Weiss 10 Hudson Yards, New York, NY 10001 |
Head of Asset Management Accounting & Mutual Fund Treasurer | |
| Nahulan Ethirveerasingam 10 Hudson Yards, New York, NY 10001 |
Head of Annuity Product Management | |
| Alex D. Borress 101 Crawfords Corner Rd. Holmdel, NJ 07733 |
Senior Lead Actuary, Head of Life & Annuity Pricing | |
| Mordechai Shapiro 10 Hudson Yards, New York, NY 10001 |
Senior Director, Actuary, Asset & Liability Management | |
| Demetrios Tsaparas 10 Hudson Yards, New York, NY 10001 |
Senior Director, Structured Products | |
| Martin Vernon 10 Hudson Yards, New York, NY 10001 |
Managing Director, Co-Head Investment Grade Corporates | |
| Shawn P. McGrath 700 South Street, Pittsfield, MA 01201 |
Individual Markets Controller | |
| Christian Mele 6255 Sterner’s Way, Bethlehem, PA 18017 |
Head of GIAC Annuity & New Business Operations | |
| Mariana Slepovitch 10 Hudson Yards, New York, NY 10001 |
Senior Actuary, Corporate | |
| Tyla Reynolds 10 Hudson Yards, New York, NY 10001 |
Assistant General Counsel, Assistant Corporate Secretary | |
| Lisa DiMario 10 Hudson Yards, New York, NY 10001 |
Assistant Treasurer | |
| Brian Hagan 10 Hudson Yards, New York, NY 10001 |
Anti-Money Laundering Officer | |
| John J. Monahan 6255 Sterner’s Way, Bethlehem, PA 18017 |
Senior Compliance Lead, Individual Markets | |
| Item 29. | Persons Controlled by or under Common Control with the Insurance Company |
The following list sets forth the persons directly controlled by The Guardian Life Insurance Company of America (“Guardian Life”), the parent company of GIAC, the insurance company Registrant. Those entities that are indented under another entity are subsidiaries of that entity and, therefore, indirect subsidiaries of Guardian Life.
Item 30. Indemnification
The By-Laws of The Guardian Insurance & Annuity Company, Inc. provide that the Company shall, to the fullest extent legally permissible under the General Corporation Law of the State of Delaware, indemnify and hold harmless officers and directors of the Corporation for certain liabilities reasonably incurred in connection with such person’s capacity as an officer or director.
The Certificate of Incorporation of The Guardian Insurance & Annuity Company, Inc. includes the following provision:
No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law; (iii) under Section 164 of the Delaware General Corporation Law, or (iv) for any transaction for which the director derived an improper personal benefit.
Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel, the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
Item 31. Principal Underwriters
(a) Park Avenue Securities LLC (“PAS”) is the principal underwriter for the Contract. In addition, PAS is the distributor of variable annuity and variable life insurance contracts currently offered by GIAC through its separate accounts, The Guardian/Value Line Separate Account, The Guardian Separate Account A, The Guardian Separate Account B, The Guardian Separate Account C, The Guardian Separate Account E, The Guardian Separate Account F, The Guardian Separate Account K, The Guardian Separate Account M, The Guardian Separate Account N, The Guardian Separate Account Q, The Guardian Separate Account R, Separate Account 1 and Separate Account 2 which are all registered as unit investment trusts under the 1940 Act.
(b) The following is a list of managers and principal officers of PAS.
PARK AVENUE SECURITIES LLC
MANAGER & OFFICER ROSTER
| OFFICER AND PRINCIPAL BUSINESS ADDRESS |
OFFICER TITLE | |
| Marianne Caswell | Manager and President | |
| 10 Hudson Yards, New York, NY 10001 | ||
| Michael Perry |
Manager | |
| 10 Hudson Yards, New York, NY 10001 |
||
| Leyla Lesina | Manager | |
| 10 Hudson Yards, New York, NY 10001 | ||
| Carl Desrochers | Manager | |
| 700 South Street, Pittsfield, MA 01201 | ||
| Harris Oliner | Associate General Counsel, Corporate Secretary | |
| 10 Hudson Yards, New York, NY 10001 | ||
| OFFICER AND PRINCIPAL BUSINESS ADDRESS |
OFFICER TITLE | |
| Carly Maher | Head of Wealth Management Strategy and Business Operations | |
| 10 Hudson Yards, New York, NY 10001 | ||
| Jack Fatica | Head of Wealth Management Business Development | |
| 10 Hudson Yards, New York, NY 10001 | ||
| Ravin Puri | Corporate Development and Partnerships Lead | |
| 10 Hudson Yards, New York, NY 10001 | ||
| Joshua Hergan | Assistant General Counsel | |
| 10 Hudson Yards, New York, NY 10001 | ||
| Joe Gallo | Chief Compliance Officer | |
| 10 Hudson Yards, New York, NY 10001 | ||
| Shawn McGrath | Individual Markets Controller | |
| 700 South Street, Pittsfield, MA 01201 | ||
| Allen Boggs | Head of Supervision and Business Risk | |
| 10 Hudson Yards, New York, NY 10001 | ||
| Damon Gruss | Leader – Advisor Advocacy and Escalations | |
| 10 Hudson Yards, New York, NY 10001 | ||
| Michael Ryniker | Head of Operations | |
| 10 Hudson Yards, New York, NY 10001 | ||
| Amy Estrada | Manager of Operations | |
| 10 Hudson Yards, New York, NY 10001 | ||
| Brandon Bloeth | Senior Manager, Wealth Management Strategic Initiatives | |
| 10 Hudson Yards, New York, NY 10001 | ||
| Robert D. Grauer | Associate General Counsel, Assistant Corporate Secretary | |
| 10 Hudson Yards, New York, NY 10001 | ||
| Tyla Reynolds | Assistant General Counsel, Assistant Corporate Secretary | |
| 10 Hudson Yards, New York, NY 10001 | ||
| Kyle Hooper | Senior Counsel, Assistant Corporate Secretary | |
| 10 Hudson Yards, New York, NY 10001 | ||
| Rose Burachio | Assistant Corporate Secretary | |
| 10 Hudson Yards, New York, NY 10001 | ||
| Brian Hagan | Anti-Money Laundering Compliance Officer | |
| 101 Crawfords Corner Rd, Holmdel, PA 07733 | ||
PAS, as the principal underwriter of the Contract, received, either directly or indirectly, the following commissions or other compensation from GIAC during the fiscal year ended December 31, 2024.
| Name of Principal |
Net Underwriting Discounts |
Compensation on Redemption |
Brokerage Commission |
Other Compensation |
||||||||||||
| Park Avenue Securities LLC |
N/A | N/A | N/A | N/A | ||||||||||||
Item 31A. Information about Contracts with Index-Linked Options and Fixed Options Subject to a Contract Adjustment
| Name of |
Number of Contracts Outstanding |
Total Value Attributable to the Index- and/or Fixed Option subject to a Contract Adjustment |
Number of Contracts Sold During the Prior Calendar Year |
Gross Premiums Received During the Prior Calendar Year |
Amount of Contract Value Redeemed During the Prior Calendar Year |
Combination Contract (Yes/No) |
||||||||||||||||||
| Guardian MarketPerform® |
513 | $ | 82,468,162.92 | 514 | $ | 77,141,918.44 | $ | 67,166.62 | No | |||||||||||||||
Item 32. Location of Accounts and Records
Not Applicable.
Item 33. Management Services
Not Applicable.
Item 34. Fee Representation and Undertakings
GIAC hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any prospectus required by section 10(a)(3) of the Securities Act; and
(2) For purposes of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant, The Guardian Insurance & Annuity Company, Inc., certifies that it meets all of the requirements for effectiveness of this registration statement under Rule 485(b) under the Securities Act and has duly caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in New York, New York on this 3rd day of October, 2025.
| THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC. (REGISTRANT) | ||
| By: | /s/ Keith Namiot* | |
| Keith Namiot | ||
| President | ||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| Signatures |
Title | |
| /s/ Keith Namiot* Keith Namiot |
President and Director (Principal Executive Officer) | |
| /s/ Carl Desrochers* Carl Desrochers |
Head of IM Finance and Actuarial (Principal Financial & Accounting Officer) | |
| /s/ Andrew Gordon* Andrew Gordon |
Director | |
| /s/ Kevin Molloy* Kevin Molloy |
Director | |
| /s/ Jeffrey Turcotte* Jeffrey Turcotte |
Chief Actuary & Director | |
| *By: /s/ Patrick D. Ivkovich |
Date: October 3, 2025 | |||
| Patrick D. Ivkovich | ||||
| Attorney-In-Fact | ||||
| Pursuant to Power of Attorney. |
ATTACHMENTS / EXHIBITS
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