Ambac Financial Group (OSG) Proxy filing summary

Executive summary

• Completed a multi-year strategic transformation, selling the Legacy Financial Guarantee business for $420 million and rebranding as a pure-play specialty P&C company focused on insurance distribution and specialty underwriting.

• Acquired ArmadaCorp Capital for $250 million, expanding insurance distribution and product diversification.

• Consolidated Pivix Specialty Insurance Services as a majority-owned MGA, increasing ownership to 74%.

• Total revenue from continuing operations rose 6.5% to $251 million; Insurance Distribution premiums up 93% to $952 million, while Specialty P&C premiums declined 6% to $360 million.

• Executed cost reduction initiatives, including reductions in executive and board compensation, staff levels, and headquarters relocation.

Voting matters and shareholder proposals

• Election of seven directors to serve until the next annual meeting.

• Advisory vote to approve executive compensation (say-on-pay).

• Ratification of Ernst & Young LLP as independent registered public accounting firm for fiscal year 2026.

• Approval of the 2026 Incentive Compensation Plan, replacing the 2024 plan and authorizing 1,200,000 new shares for awards.

Board of directors and corporate governance

• Board consists of seven directors, six of whom are independent; separate Chairman and CEO roles.

• Board committees include Audit, Compensation, Governance and Nominating, and Strategy, each with defined responsibilities and independent membership.

• Annual board self-evaluation and ongoing stockholder engagement on governance and compensation.

• Director compensation includes cash and equity components, with reduced equity grants post-sale of legacy business.

• Mandatory director shareholding requirements and diversity focus in board composition.