ambc-20230428

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



			SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
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AMBAC FINANCIAL GROUP, INC.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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			2023 NOTICE OF ANNUAL
			MEETING OF STOCKHOLDERS &
			PROXY STATEMENT


			Ambac Financial Group, Inc. One World Trade Center New York, NY 10007 Tel: 212.658.7470

April 28, 2023

To Our Fellow Stockholders:

It is our pleasure to invite you to our 2023 Annual Meeting of Stockholders to be held on June 22, 2023 at 11:00 a.m. (Eastern). The meeting will be conducted in a virtual only format. Stockholders can participate from any geographic location with Internet connectivity. We believe this format allows for maximum stockholder participation. Stockholders may view a live webcast of the Annual Meeting and submit questions digitally during the meeting at www.virtualshareholdermeeting.com/AMBC2023. Please refer to the General Information - Participating in the Annual Meeting section of the Proxy Statement for more details.

We are taking advantage of the Securities and Exchange Commission (“SEC”) rules that allow companies to furnish proxy materials to stockholders via the internet. This electronic process gives you fast, convenient access to the materials, reduces the impact on the environment and reduces our printing and mailing costs. If you received a Notice Regarding the Availability of Proxy Materials (“Internet Notice”) by mail, you will not receive a printed copy of the proxy materials unless you specifically request them. The Internet Notice instructs you on how to access and review all of the important information contained in this Proxy Statement, as well as how to submit your proxy over the internet. If you want more information, please see the General Information section of this Proxy Statement or visit the Annual Meeting of Stockholders section of our Investor Relations website at http://ir.ambac.com.

Your vote is important. Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as possible. You may vote over the internet or by phone or, if you requested to receive printed proxy materials, by mailing a proxy or voting instruction card. Please review the instructions on each of your voting options described in this Proxy Statement, as well as in the Internet Notice you received in the mail.

Thank you for your interest in Ambac.

Sincerely,

Jeffrey S. Stein

Chairman

Claude LeBlanc

President and Chief Executive Officer

AMBAC FINANCIAL GROUP, INC.

NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS

Time and Date

11:00 a.m. (Eastern) on June 22, 2023

Place

The 2023 Annual Meeting of Stockholders will be conducted in a virtual format at www.virtualshareholdermeeting.com/AMBC2023.* Stockholders of record will be able to vote and ask questions during the meeting through the online platform.

Items of Business

(1) To elect seven members of the Board of Directors to hold office until the next annual meeting of stockholders or until their respective successors have been elected and qualified.

(2) To approve, on an advisory basis, the compensation of our named executive officers.

(3) To ratify the appointment of KPMG LLP as Ambac’s independent registered public accounting firm for the fiscal year ending December 31, 2023.

Adjournments and Postponements

Any action on the items of business described above will be considered at the Annual Meeting at the time and on the date specified above or at any time and date to which the Annual Meeting may be properly adjourned or postponed.

Record Date

You are entitled to vote only if you were an Ambac stockholder as of the close of business on April 25, 2023 (Record Date). You will need proof of ownership of our common stock to enter the meeting.

Voting

Your vote is very important. Whether or not you plan to attend the Annual Meeting, we encourage you to read this Proxy Statement and submit your proxy or voting instructions as soon as possible. For specific instructions on how to vote your shares, please refer to the instructions on the Notice Regarding the Availability of Proxy Materials (“Internet Notice”) you received in the mail, the section titled “General Information - Information About the Annual Meeting and Voting” in this Proxy Statement or, if you requested to receive printed proxy materials, your enclosed proxy or voting instruction card.

By order of the Board of Directors,

William J. White

Corporate Secretary

* Stockholders can participate from any geographic location with Internet connectivity. We believe this format allows for maximum stockholder participation. Stockholders may view a live audio webcast of the Annual Meeting and submit questions digitally during the meeting at www.virtualshareholdermeeting.com/AMBC2023. Please refer to the General Information - participating in the Annual Meeting section of the Proxy Statement for more details.

This notice of Annual Meeting and Proxy Statement and form of proxy are being distributed and made available on or about April 28, 2023.


Table of Contents
PROXY STATEMENT SUMMARY	1	Executive Sessions	30
Performance Against Compensation Metrics	2	Outside Advisors	31
Response to 2022 Say on Pay Vote and Stockholder Outreach	4	Board Effectiveness	31
Key Features of Our Executive Compensation Program	5	Corporate Governance Guidelines	31
CORPORATE SOCIAL RESPONSIBILITY AND SUSTAINABILITY	5	Code of Business Conduct and Ethics	31
Business Model	6	Board Compensation Arrangements for Non-Employee Directors	31
Corporate Governance	7	COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	35
ESG Governance and Oversight	8	EXECUTIVE COMPENSATION	37
Environmental	9	Executive Officers	37
Climate Change Risk	9	Compensation Discussion and Analysis	39
Data Security and Privacy	10	Compensation Committee Report	61
Corporate Social Responsibility	10	2022 Summary Compensation Table	62
Diversity and Inclusion	10	Grants of Plan-Based Awards in 2022	63
Training, Development and Well-Being of Employees	11	Agreement with Claude LeBlanc	64
Guiding Principles Concerning Responsible Investing	12	Agreements with Other Executive Officers	66
		Outstanding Equity Awards at 2022 Fiscal Year-End	69
GENERAL INFORMATION	13	Stock Vested in 2022	69
INCORPORATION BY REFERENCE	20	Potential Payments Upon Termination or Change-in-Control	70
DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE	21	Pay Ratio Disclosure	72
Board of Directors	21	Pay Versus Performance	73
Board Leadership Structure	25	INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	77
Board Committees	26	THE AUDIT COMMITTEE REPORT	78
Board’s Role in Risk Oversight	28	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	79
Director Independence	29	PROPOSAL NUMBER 1	81
Compensation Committee Interlocks and Insider Participation	29	PROPOSAL NUMBER 2	82
Consideration of Director Nominees	29	PROPOSAL NUMBER 3	83


Ambac Financial Group, Inc. \| i \| 2023 Proxy Statement

PROXY STATEMENT SUMMARY

Below are the highlights of important information you will find in this Proxy Statement for Ambac Financial Group, Inc. ("Ambac" or the "Company") and its subsidiaries. As it is only a summary, please review the complete Proxy Statement before you vote.


Ambac Financial Group Fiscal Year 2022 Highlights

Performance Highlights:

The following events summarize our performance highlights for fiscal year 2022:



l			Reported net income of $522 million for the full year 2022
l			Increased Book Value per Share by 24% to $27.85 and Adjusted Book Value per Share by 50% to $28.29
l			Received $1.98 billion from the settlement of RMBS representation and warranty litigations, recognizing $249 million of gains, partially offset by losses from the extinguishment of secured notes of $53 million.
l			Reduced debt and accrued interest by $1.9 billion, primarily from the RMBS representation and warranty litigation proceeds, and recognized a $134 million discount capture on surplus note repurchases.
l			Repurchased Auction Market Preferred Shares with a liquidation value of $23 million capturing approximately $15 million of discount capture.
l			Increased Specialty Property and Casualty Insurance production by 172% from the fourth quarter of 2021 and $282 million for the full year 2022 up 116% over the prior year. Specialty Property and Casualty Insurance production includes gross premiums written by Ambac's Specialty Property and Casualty Insurance segment and premiums placed by the Insurance Distribution segment, which totaled $90 million in the fourth quarter of 2022, and $282 million for the full year 2022.
l			Decreased our insured portfolio net par outstanding at the Legacy Financial Guarantee business by 19% to $22.6 billion from year-end 2021. This includes reduced Watch List and Adversely Classified Credits by 24%, to $7.8 billion from $10.2 billion at year end 2021. The above mentioned declines were primarily the result of active de-risking transactions including the restructuring of all of our remaining Puerto Rico exposures.


l			Increased Everspan Gross Written Premium to $146 million in 2022, which was a 10 fold increase from 2021
l			Reduced Gross Operating Run Rate Expense in the fourth quarter of 2022 to $16.3 million
l			Acquired All Trans and Capacity Marine, representing approximately $60 million of expected premium placed for Cirrata


Ambac Financial Group, Inc. \| 1 \| 2023 Proxy Statement

Performance Against Compensation Metrics

Performance Against 2022 Short Term Incentive Plan Metrics. Short Term Incentive Plan ("STIP") awards for 2022 were determined based on a structured approach in which 60% of an executive officer's annual STIP award was based on the Company’s achievement of pre-established financial performance targets at the Company related to (i) reductions in Net Par Outstanding in the legacy financial guarantee insured portfolio; (ii) gross written premiums at Everspan and (iii) reductions in Gross Operating Run Rate Expense; while the remaining 40% of an executive officer's annual STIP award was based on strategic performance goals, a majority of which are based on objective, quantifiable or financial outcomes. For the 2022 fiscal year, we established the following goals for each of our STIP financial performance metrics and assigned weighting factors as follows:


	Weighting Factor	Threshold ($ in millions)	Target ($ in millions)	Maximum ($ in millions)
Net Par Outstanding	60%	$24,900	$24,200	$23,200
Gross written premiums at Everspan	20%	$125	$160	$175
Gross Operating Run Rate Expenses	20%	$17.4	$16.9	$16.5

The following graph/charts shows the Company's 2022 actual performance compared to the threshold, target and maximum achievement levels as established for each of the financial performance metrics.


Net Par Outstanding (1)	Gross Written Premiums at Everspan	Gross Operating Run Rate Expenses (2)
($ in Billions)	($ in Millions)	($ in Millions)

Threshold

Target

Maximum

------

Actual

(1)Reductions in Net Par Outstanding as of December 31, 2022 under the STIP were measured against Net Par Outstanding as of January 1, 2022.

(2)Gross Operating Run Rate Expenses is measured by comparing actual gross operating run rate expenses for the fourth quarter of a fiscal year to performance goals established against budgeted amounts.

With respect to reductions in Net Par Outstanding, Ambac exceeded the maximum performance goal set for that metric as Net Par Outstanding was reduced to $22.87 billion. With respect to gross written premiums at Everspan, Ambac's performance at year-end was below the target performance goal set for that metric as gross written premiums at Everspan was $146.4 million. With respect to reductions in Gross Operating Run Rate Expenses,


Ambac Financial Group, Inc. \| 2 \| 2023 Proxy Statement

Ambac exceeded the maximum performance goal set for that metric, as Gross Operating Run Rate Expenses for the fourth quarter of 2022 was $16.3 million.

Performance against 2019 LTIP metrics. In 2019, we established the following three year goals for each of our Long Term Incentive Plan ("LTIP") performance metrics. All Ambac LTIP awards are paid in Ambac common stock at the end of a settlement period.


At Ambac Assurance and Subsidiaries		At Ambac	Percentage of Target Award Earned
Net Asset Value (1) ($ in millions)	Watch List & Adversely Classified Credits Outstanding (1) ($ in billions)	Cumulative EBITDA (1) ($ in millions)

$(180)	$11.5	$35	200%
$(380)	$13.5	$20	100%
$(580)	$15.0	$—	—%

(1) Linear interpolation between levels results in a proportionate amount of the Ambac LTIP Target Award becoming earned and vested.

The 2019 LTIP awards paid out in early 2022, following the end of a three year performance period at December 31, 2021. The following graph/charts shows the Company's actual performance over the three year performance period running from January 1, 2019 through December 31, 2021, compared to the achievement levels set forth in the chart above.


AAC Adjusted Net Asset Value	Watch List & Adversely Classified Credits Outstanding	Ambac Cumulative EBITDA
($ in Millions)	($ in Billions)	($ in Millions)

For the 2019 LTIP, performance was determined based on (i) increased Net Asset Value at AAC weighted 25%; (ii) reductions in Watchlist & Adversely Classified Credit net par outstanding at AAC weighted at 45%; and (iii) Cumulative EBITDA at Ambac weighted at 30%. In addition, the final 2019 LTIP performance stock unit award payout at the end of a three year settlement period was reduced as a result of the impact of the relative Total Shareholder Return ("rTSR") modifier which serves as an additional metric with respect to performance based LTIP award payouts. The Net Asset Value at the end of the performance period was $42 million. While Net Asset Value was projected to decrease over the performance period, certain favorable achievements by management, such as (i) the COFINA restructuring, (ii) the Ballantyne Re PLC settlement, (iii) the Citibank


Ambac Financial Group, Inc. \| 3 \| 2023 Proxy Statement

- SEC settlement, and (iv) debt reduction from surplus note exchanges, along with the resulting lower net interest expense all contributed to the Net Asset Value increasing during the performance period. Watchlist & Adversely Classified Credit net par outstanding at AAC was reduced to $10.3 billion during the performance period and was positively impacted by active de-risking strategies including credit exposure reductions at Ballantyne Re PLC, and COFINA, among other risk reduction transactions. Cumulative EBITDA at Ambac of approximately $13 million was under target during the performance period driven by adverse investment results, partially offset by lower operating expenses during the performance period. Investment results were adversely driven by lower yields on liquid investments, impairments on AAC surplus notes held by Ambac and the use of assets for new business strategies. Ambac's rTSR lagged against our peers and resulted in a total shareholder return of -6.98% and a ranking of 10 out of the 11 peer participants. As a result after applying Ambac's rTSR modifier the LTIP performance multiple was reduced by 10%.

Response to 2022 Say on Pay Vote and Stockholder Outreach

At our 2022 annual meeting, our Say on Pay proposal received support from stockholders representing over 50% of our common stock present, in person or by proxy at the meeting. We greatly appreciate the support of a majority of our stockholders with regard to our executive compensation program and seek to address the concerns of those stockholders whose support we did not receive. We remain committed to a corporate governance approach that aligns the interest of management, the Board of Directors, and our stockholders. Following the 2022 say-on-pay vote, the Chairman of the Board, along with the Chairs of the Compensation Committee and the Governance and Nominating Committee solicited feedback from stockholders representing approximately 46% of our outstanding common stock and from certain proxy advisory firms. These stockholders provided important feedback concerning our executive compensation program.

While the feedback on our executive compensation program was generally favorable, a number of stockholders provided feedback on certain changes they would like the Company to adopt which include the changes listed below. As a result of the feedback received from stockholders, the Compensation Committee made the following changes to the 2023 compensation program:


WHAT WE HEARD		WHAT WE DID
Increase the weighting of the financial performance metrics in the Short Term Incentive Plan.	l	In 2023, we increased the weighting of the Short-Term Incentive Compensation Plan ("STIP") financial performance metrics from 60% to 70%.
Place a greater emphasis on total stockholder return as part of the compensation program.	l	We increased the impact of the rTSR modifier from +/- 10% to +/- 20% with respect to our LTIP Awards beginning in 2022 so that any final performance stock unit ("PSU") award payout at the end of the three year performance period may be increased or decreased by 20% if the Company's stock performance compared to a peer group is at or above the 75th percentile or at or below the 25th percentile, respectively.
Continued focus should remain on the legacy Financial Guaranty business to drive value.	l	Re-evaluated the key de-risking initiatives for the legacy Financial Guaranty business with a focus on value enhancing initiatives including reductions in Net Par Outstanding and Watch List and Adversely Classified Credits as key metrics in the STIP and LTIP, respectively.
The timeline for value creation must be considered and should impact management judgements.	l	Introduced a comprehensive strategic review of AAC, on a time and risk adjusted basis, as a key performance goal connected to the STIP evaluation.


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Key Features of Our Executive Compensation Program



Compensation Aligned to Market Levels	l	The Chief Executive Officer’s total compensation is benchmarked to what the Compensation Committee believes is an appropriate level of compensation compared to peers.

Rigorous Performance Metrics	l	Rigorous performance goals based on multiple metrics for our short-term incentive program. Incentive compensation program for our Chief Executive Officer structured to align with the incentive compensation program for all of our executive officers.
	l	Sixty percent of our Chief Executive Officer's 2022 annual incentive award was based on the achievement of objective financial performance metrics that have been established by the Compensation Committee pursuant to our Short-Term Incentive Compensation Plan and the remainder of the annual incentive award opportunity is based on strategic performance goals, a majority of which are based on objective, quantifiable or financial outcomes.
	l	The determination of the portion of the annual incentive award that is based on strategic performance goals considers certain factors, including, but not limited to, evaluation of business unit performance and individual performance. The Compensation Committee believes that it is important to include strategic performance goals in the STIP given the continuing transformation of the Company's business from its legacy financial guarantee insurance business to its specialty property and casualty program and insurance distribution businesses.

Included a restricted stock unit component in the Long Term Incentive Compensation Plan	l	In order to encourage the retention of our most valued employees and to more closely align their interests with that of our stockholders, we included time based restricted stock units ("RSUs") and performance stock units ("PSUs") as a components of our LTIP awards, which for the 2023 grants were denominated 70% in PSUs and 30% in RSUs.

Overall, our current executive compensation program heavily emphasizes performance and equity-based compensation to closely align management's incentives with stockholder interests, and includes other practices that we believe serve stockholder interests such as maintaining an executive stock ownership and retention policy, not providing tax “gross-up” payments, providing limited perquisites, maintaining a recoupment policy for incentive-based compensation and maintaining policies prohibiting the hedging or pledging our Company’s stock.

Corporate Social Responsibility and Sustainability

Ambac is committed to making meaningful progress each year towards communicating our social responsibility efforts. Our Board of Directors, senior management team, and employees understand social responsibility is integral to our business operations and a means by which we can deliver greater value to our stakeholders. To that end, in 2022 Ambac introduced its inaugural Corporate Social Responsibility Report, which highlights our corporate culture and attention to environmental, social and governance (ESG) factors in our everyday decision-making and long-term strategy. See the "Sustainability" section of Ambac's website, at https://ambac.com/sustainability/default.aspx.

Ambac's long-term success depends not only on how we execute against our strategic priorities but also how we manage our relationships with our stakeholders, the communities in which we work and our employees. For this reason, we take an integrated approach to sustained value creation and managing risk in and around our business. In 2021, Ambac developed responses to the Global Reporting Initiative ("GRI") voluntary reporting framework and, with respect to certain investments, the "key performance indicators" promulgated by the Sustainability


Ambac Financial Group, Inc. \| 5 \| 2023 Proxy Statement

Accounting Standards Board ("SASB"). See the "Sustainability" section of Ambac's website, at https://ambac.com/sustainability/default.aspx to review our GRI Content Index and SASB Content Index.

Business Model

Ambac Financial Group, Inc. is a financial services holding company. Ambac's business operations include:

•Legacy Financial Guarantee ("FG") Insurance — Ambac's financial guarantee business includes the activities of Ambac Assurance Corporation and its wholly owned subsidiaries ("AAC") , including Ambac Assurance UK Limited (“Ambac UK”) and Ambac Financial Services LLC ("AFS"). Both AAC and Ambac UK (the "Legacy Financial Guarantee Companies") have financial guarantee insurance portfolios that have been in runoff since 2008. AFS uses derivatives to hedge interest rate risk in AAC's insurance and investment portfolios.

•Specialty Property & Casualty Insurance — Ambac's hybrid fronting Specialty Property & Casualty ("P&C") Insurance business currently includes five admitted carriers and an excess and surplus lines insurer (collectively, “Everspan”). Three of the five admitted carriers were acquired in 2022. Everspan carriers have an AM Best rating of 'A-' (Excellent).

•Insurance Distribution —Ambac's Specialty P&C Insurance Distribution business ("Cirrata"), which could include Managing General Agents and Underwriters (collectively "MGAs" or "MGA/Us"), insurance wholesalers, and other distribution businesses, and currently includes Xchange Benefits, LLC (“Xchange”) a P&C MGA specializing in accident and health products, All Trans Risk Solutions, LLC ("All Trans"), an MGA specializing in commercial automobile insurance for specific "for-hire" auto clauses, and Capacity Marine Corporation ("Capacity Marine"), a wholesale and retail brokerage and reinsurance intermediary specializing in marine and international risk. In addition, Cirrata has announced the incubation of two de novo MGAs, one focused on the Health and Human Services sector and the other in the Construction sector.

Our corporate initiatives are governed by our corporate Mission, Vision and Values.

MISSION

VISION

VALUES

Optimize our business and its components to achieve maximum return for stockholders;

Transition to a growth-oriented platform sufficiently capitalized to support businesses that are synergistic with Ambac’s core competencies

Culture of respect, inclusion, collaboration and transparency;

Attract, retain, and reward top performers who meet standards of excellence, integrity, and collaboration

Aggressively pursue financially sound strategies to reduce risk and decrease the size of the legacy insured portfolio


Ambac Financial Group, Inc. \| 6 \| 2023 Proxy Statement

Corporate Governance

Our Board conducts an annual review of its governance practices, committee charters and governance policies to ensure that the Company’s practices are in line with current leading practices. We are committed to a corporate governance approach that aligns the interests of management, the Board of Directors and our stockholders. In furtherance of this approach, over the course of 2022 our investor relations department reached out to stockholders representing approximately 46% of our outstanding common stock to offer a meeting with the Chairman of the Board and the Chairs of the Compensation Committee and the Governance and Nominating Committee. The purpose of the meetings was to solicit feedback from our stockholders on executive compensation and corporate responsibility, including environmental, social, and governance matters. Our Chief Executive Officer provided a brief business update and participated in a discussion regarding the business model, strategies and performance results at the outset of each meeting before excusing himself and turning the meeting over to the independent directors. Stockholders positively acknowledged our efforts and progress on ESG related matters to date.

Consistent with our Board's proactive efforts in soliciting and responding to stockholder feedback and, following the recommendations of the Governance and Nominating Committee and the Compensation Committee, over the past several years we've implemented the following changes relating to our corporate governance practices and compensation program:



l			In 2023, we increased the overall weighting of the Short-Term Incentive Compensation Plan ("STIP") financial performance metrics from 60% to 70%; and increased the specific weighting of the STIP financial performance metrics for Everspan and Cirrata to 25%.
l			In 2023, we included LTIP performance metrics related to (i) gross written premium and EBITDA at Everspan and (ii) gross written premium and EBITDA at Cirrata.
l			In 2022, we increased the proportion of performance stock units ("PSUs") to restricted stock units ("RSUs") granted from 60%/40% to 70%/30%, respectively.
l			In 2022, we increased the rTSR modifier with respect to our LTIP awards from +/- 10% to +/- 20%.
l			We established an internal ESG committee to focus on enhancement of relevant policies, procedures and disclosures to reflect Ambac’s ESG practices and objectives.
l			We eliminated director meeting fees, which previously applied after a director had attended eight meetings of the Board, or eight meetings of a committee that he or she attended as a member.
l			We adopted an Executive Stock Ownership and Retention Policy (“Stock Ownership Policy”) applicable to all of our executive officers.
l			We adopted a recoupment policy (otherwise known as a "claw-back") providing that in the event of a material financial restatement or the imposition of a material financial penalty, the Company may recoup incentive-based compensation received by our executive officers during a three-year look-back period.


Ambac Financial Group, Inc. \| 7 \| 2023 Proxy Statement



Ambac's corporate governance practices drive accountability to stockholders
Independent Oversight and Leadership			ü 5 out of 6 current directors (and 6 out of 7 director nominees) independent ü Limited additional current Board obligations (no director sits on more than 3 other public company boards), allowing for focus on the execution of Ambac's strategy ü Separate Chairman and CEO roles ü

SEC Form DEF 14A filed by Ambac Financial Group Inc.