Ambac Financial Group (OSG) Proxy Filing summary

Executive summary

• Fiscal year 2024 featured two transformational transactions: sale of the legacy financial guarantee business to Oaktree Capital for $420 million and acquisition of a majority stake in Beat Capital Partners, expanding global insurance distribution capabilities.

• Specialty Property and Casualty Insurance premiums rose 74% to $876 million, with Everspan gross premiums up 40% to $382 million and Cirrata premiums placed up 114% to $493 million.

• Adjusted EBITDA to common stockholders increased 43% to $13 million, and total revenue from continuing operations grew 89% to $236 million.

• The company reduced its combined ratio to 101.6% from 106.5% and cut gross operating run rate expenses to $13.9 million in Q4 2024.

Voting matters and shareholder proposals

• Shareholders will vote to elect seven directors, approve executive compensation (say-on-pay), ratify KPMG LLP as independent auditor for 2025, and determine the frequency of future say-on-pay votes.

• The board recommends voting for all director nominees, for executive compensation, for auditor ratification, and for annual say-on-pay votes.

Board of directors and corporate governance

• Six of seven directors are independent; the board is diverse in gender and ethnicity, with three women and one Hispanic nominee.

• Separate Chairman and CEO roles; average director tenure is 6.1 years.

• Annual board and committee self-evaluations are conducted, and the board actively solicits shareholder feedback.

• No classified board, no stockholder rights plan, and robust stockholder engagement practices.