SEC Info  
    Home      Search      My Interests      Help      Sign In      Please Sign In

Ambac Financial Group Inc. – ‘10-K’ for 12/31/23 – ‘EX-97.1’

On:  Tuesday, 2/27/24, at 4:15pm ET   ·   For:  12/31/23   ·   Accession #:  874501-24-40   ·   File #:  1-10777

Previous ‘10-K’:  ‘10-K’ on 3/1/23 for 12/31/22   ·   Latest ‘10-K’:  This Filing   ·   27 References:   

Find Words in Filings emoji
 
  in    Show  and   Hints

  As Of               Filer                 Filing    For·On·As Docs:Size

 2/27/24  Ambac Financial Group Inc.        10-K       12/31/23  164:31M

Annual Report   —   Form 10-K   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   6.16M 
 2: EX-10.38    Material Contract                                   HTML     70K 
 3: EX-21.1     Subsidiaries List                                   HTML     54K 
 4: EX-23.1     Consent of Expert or Counsel                        HTML     48K 
 5: EX-24.1     Power of Attorney                                   HTML     56K 
 9: EX-97.1     Clawback Policy re: Recovery of Erroneously         HTML     63K 
                Awarded Compensation                                             
 6: EX-31.1     Certification -- §302 - SOA'02                      HTML     52K 
 7: EX-31.2     Certification -- §302 - SOA'02                      HTML     52K 
 8: EX-32.1     Certification -- §906 - SOA'02                      HTML     51K 
15: R1          Document and Entity Information                     HTML    118K 
16: R2          Audit Information                                   HTML     54K 
17: R3          Consolidated Balance Sheets                         HTML    228K 
18: R4          Consolidated Balance Sheets (Parenthetical)         HTML     92K 
19: R5          Consolidated Statements of Total Comprehensive      HTML    193K 
                Income                                                           
20: R6          Consolidated Statements of Stockholders' Equity     HTML    104K 
21: R7          Consolidated Statements of Cash Flows               HTML    199K 
22: R8          Background and Business Description                 HTML    110K 
23: R9          Basis of Presentation and Significant Accounting    HTML    218K 
                Policies (Notes)                                                 
24: R10         Segment Reporting                                   HTML     55K 
25: R11         Investments                                         HTML    382K 
26: R12         Fair Value Measurements                             HTML    420K 
27: R13         Financial Guarantees in Force (Notes)               HTML     88K 
28: R14         Financial Guarantee Insurance Contracts             HTML     82K 
29: R15         Insurance Regulatory Restrictions (Notes)           HTML     79K 
30: R16         Derivative Instruments                              HTML    179K 
31: R17         Intangible Assets                                   HTML     99K 
32: R18         Variable Interest Entities                          HTML    198K 
33: R19         Long-Term Debt (Notes)                              HTML     92K 
34: R20         Revenue from Contract with Customer                 HTML     76K 
35: R21         Comprehensive Income                                HTML    122K 
36: R22         Net Income Per Share                                HTML     87K 
37: R23         Income Taxes                                        HTML    161K 
38: R24         Employment Benefit Plans (Notes)                    HTML     96K 
39: R25         Leases (Notes)                                      HTML     90K 
40: R26         Commitments and Contingencies                       HTML    112K 
41: R27         SEC Schedule, Article 12-04, Condensed Financial    HTML    263K 
                Information of Registrant                                        
42: R28         Pay vs Performance Disclosure                       HTML     61K 
43: R29         Insider Trading Arrangements                        HTML     54K 
44: R30         Reorganizations (Policies)                          HTML     75K 
45: R31         Basis of Presentation and Significant Accounting    HTML    240K 
                Policies (Policies)                                              
46: R32         Background and Business Description Reorganization  HTML     58K 
                Costs (Tables)                                                   
47: R33         Basis of Presentation and Significant Accounting    HTML     99K 
                Policies Supplemental Cash Flow Information                      
                (Tables)                                                         
48: R34         Investments (Tables)                                HTML    341K 
49: R35         Fair Value Measurements (Tables)                    HTML    392K 
50: R36         Financial Guarantees in Force (Tables)              HTML     87K 
51: R37         Financial Guarantee Insurance Contracts (Tables)    HTML    623K 
52: R38         Derivative Instruments (Tables)                     HTML    179K 
53: R39         Intangible Assets (Tables)                          HTML    108K 
54: R40         Variable Interest Entities (Tables)                 HTML    113K 
55: R41         Long-Term Debt (Tables)                             HTML     93K 
56: R42         Revenue from Contract with Customer (Tables)        HTML     72K 
57: R43         Comprehensive Income (Tables)                       HTML    124K 
58: R44         Net Income Per Share (Tables)                       HTML     84K 
59: R45         Income Taxes (Tables)                               HTML    183K 
60: R46         Employment Benefit Plans (Tables)                   HTML     96K 
61: R47         Leases (Tables)                                     HTML    130K 
62: R48         Background and Business Description Rehabilitation  HTML     80K 
                Exit Support Agreement (Details)                                 
63: R49         Background and Business Description Stipulation     HTML     48K 
                and Order (Details)                                              
64: R50         Background and Basis of Presentation - Surplus      HTML     63K 
                Note Exchange (Details)                                          
65: R51         Background and Business Description AMPS Exchange   HTML     60K 
                (Details)                                                        
66: R52         Background and Business Description - Additional    HTML     87K 
                Information (Detail)                                             
67: R53         Background and Business Description - Redemption    HTML     63K 
                of Notes (Details)                                               
68: R54         Background and Business Description - Settlement    HTML     65K 
                of RMBS Litigation (Details)                                     
69: R55         Basis of Presentation and Significant Accounting    HTML    122K 
                Policies Additional Information (Details)                        
70: R56         Basis of Presentation and Significant Accounting    HTML     52K 
                Policies FX gain (Loss) (Details)                                
71: R57         Basis of Presentation and Significant Accounting    HTML     57K 
                Policies Goodwill (Details)                                      
72: R58         Basis of Presentation and Significant Accounting    HTML     84K 
                Policies Noncontrolling Interest (Details)                       
73: R59         Basis of Presentation and Significant Accounting    HTML     49K 
                Policies Adoption of New Accounting Standards                    
                (Details)                                                        
74: R60         Basis of Presentation and Significant Accounting    HTML     76K 
                Policies Supplemental Cash Flow Information                      
                (Details)                                                        
75: R61         Basis of Presentation and Significant Accounting    HTML     51K 
                Policies Restricted Cash (Details)                               
76: R62         Segment Reporting (Details)                         HTML    161K 
77: R63         Investments - Summary of Amortized Cost and         HTML    121K 
                Estimated Fair Value of Available-for-Sale                       
                Investments, Excluding VIE Investments (Detail)                  
78: R64         Investments - Summary of Amortized Cost and         HTML     92K 
                Estimated Fair Value of Available-for-Sale                       
                Investments, Excluding VIE Investments Held by                   
                Successor Ambac, by Contractual Maturity (Detail)                
79: R65         Investments - Summary of Gross Unrealized Losses    HTML    162K 
                and Fair Values of Ambac's Available-for-Sale                    
                Investments (Detail)                                             
80: R66         Investments - Additional Information (Detail)       HTML    105K 
81: R67         Investments - Summary of Amounts Included in Net    HTML     66K 
                Realized (Losses) Gains and Other-Than-Temporary                 
                Impairments (Detail)                                             
82: R68         Investments - Summary of Roll-Forward of Ambac's    HTML     52K 
                Cumulative Credit Losses on Debt Securities for                  
                Which Portion of Other-than-Temporary Impairment                 
                was Recognized in Other Comprehensive Income                     
                (Detail)                                                         
83: R69         Investments - Summary of Sources of Collateral      HTML     73K 
                Received and Various Investment Agreement in which               
                Collateral Pledged (Detail)                                      
84: R70         Investments - Summary of Fair Value, Including      HTML     98K 
                Financial Guarantee, and Weighted-Average                        
                Underlying Rating, Excluding Financial Guarantee,                
                of Insured Securities (Detail2)                                  
85: R71         Investments - Summary of Net Investment Income      HTML     95K 
                (Detail)                                                         
86: R72         Investments (Details)                               HTML    103K 
87: R73         Fair Value Measurements - Summary of Carrying       HTML    310K 
                Amount and Fair Value of Ambac's Financial Assets                
                and Liabilities (Detail)                                         
88: R74         Fair Value Measurements - Additional Information    HTML     86K 
                (Detail)                                                         
89: R75         Fair Value Measurements - Information about         HTML     87K 
                Valuation Inputs for Fixed Income Securities                     
                Classified as Level 3 (Detail)                                   
90: R76         Fair Value Measurements - Summary of Information    HTML     53K 
                about Described Model Inputs Used to Determine                   
                Fair Value of Each Class of Credit Derivatives                   
                (Detail)                                                         
91: R77         Fair Value Measurements - Summary of Information    HTML     53K 
                about Described Model Inputs Used to Determine                   
                Fair Value of Each Class of Credit Derivatives                   
                (Detail2)                                                        
92: R78         Fair Value Measurements - Information about         HTML     67K 
                Valuation Inputs for Variable Interest Entity                    
                Assets and Liabilities Classified as Level 3                     
                (Detail)                                                         
93: R79         Fair Value Measurements - Summary of Changes in     HTML    139K 
                Level 3 Fair Value Category (Detail)                             
94: R80         Fair Value Measurements - Summary of Gains and      HTML     72K 
                Losses (Realized and Unrealized) Relating to Level               
                3 Assets and Liabilities Included in Earnings                    
                (Detail)                                                         
95: R81         Financial Guarantees in Force - Additional          HTML     64K 
                Information (Detail)                                             
96: R82         Financial Guarantees in Force - Summary of          HTML     88K 
                Financial Guarantee Portfolio Diversification by                 
                Type of Guaranteed Bond (Detail)                                 
97: R83         Financial Guarantees in Force - Summary of          HTML     68K 
                International Finance Guaranteed Portfolio                       
                (Detail)                                                         
98: R84         Financial Guarantee Insurance Contracts -           HTML    290K 
                Additional Information (Detail)                                  
99: R85         Financial Guarantee Insurance Contracts - Summary   HTML    261K 
                of Gross Premium Receivable Roll-Forward (Direct                 
                and Assumed Contracts) (Detail)                                  
100: R86         Financial Guarantee Insurance Contracts - Effect    HTML     78K  
                of Reinsurance on Premiums Written and Earned                    
                (Detail)                                                         
101: R87         Financial Guarantee Insurance Contracts -           HTML    117K  
                Summarized Future Gross Undiscounted Premiums                    
                Expected to be Collected, and Future Expected                    
                Premiums Earned, Net of Reinsurance (Detail)                     
102: R88         Financial Guarantee Insurance Contracts Financial   HTML     84K  
                Guarantee Insurance Contracts - Components of Loss               
                and Loss Expense Reserves and Subrogation                        
                Recoverable (Details)                                            
103: R89         Financial Guarantee Insurance Contracts - Summary   HTML     97K  
                of Loss Reserve Roll-Forward, Net of Subrogation                 
                Recoverable and Reinsurance (Detail)                             
104: R90         Financial Guarantee Insurance Contracts - Summary   HTML    187K  
                of Information Related to Policies Currently                     
                Included in Ambac's Loss Reserves or Subrogation                 
                Recoverable (Detail)                                             
105: R91         Financial Guarantee Insurance Contracts - Summary   HTML     51K  
                of Balance of RMBS Subrogation Recoveries and                    
                Related Claim Liabilities, by Estimation Approach                
                (Detail)                                                         
106: R92         Financial Guarantee Insurance Contracts - Summary   HTML     53K  
                of Rollforward of RMBS Subrogation, by Estimation                
                Approach (Detail)                                                
107: R93         Financial Guarantee Insurance Contracts -           HTML     80K  
                Estimated Future Amortization Expense for                        
                Insurance Intangible Asset (Detail)                              
108: R94         Financial Guarantee Insurance - Summary of          HTML     50K  
                Percentage Ceded to Reinsurers and Reinsurance                   
                Recoverable and Rating Levels (Detail)                           
109: R95         Financial Guarantee Insurance Contracts Financial   HTML    150K  
                Guarantee Insurance Contracts Earned Premiums by                 
                Geographic Location (Details)                                    
110: R96         Reinsurance (Details)                               HTML     79K  
111: R97         Insurance Contracts (Details)                       HTML     50K  
112: R98         Insurance Contracts (Details)                       HTML    123K  
113: R99         Insurance Regulatory Restrictions Additional        HTML     64K  
                Details (Details)                                                
114: R100        Derivative Instruments - Summary of Gross Fair      HTML    114K  
                Values of Individual Derivative Instruments                      
                (Detail)                                                         
115: R101        Derivative Instruments - Additional Information     HTML     68K  
                (Detail)                                                         
116: R102        Derivative Instruments - Summary of Location and    HTML     65K  
                Amount of Gains and Losses of Derivative Contracts               
                (Detail)                                                         
117: R103        Derivative Instruments - Summary of Gross           HTML     57K  
                Principal Notional Outstanding for CDS Contracts                 
                (Detail)                                                         
118: R104        Derivative Instruments - Summarize Information by   HTML     52K  
                Major Category of CDS Contracts (Detail)                         
119: R105        Derivative Instruments - Summary of Notional        HTML     56K  
                Amounts of AFS's Trading Derivative Products                     
                (Detail)                                                         
120: R106        Derivative Instruments - Summary of Notional for    HTML     58K  
                VIE Derivatives Outstanding (Detail)                             
121: R107        Financial Guarantee Insurance Contracts - Summary   HTML     57K  
                of Gross Premium Receivable Roll-Forward (Direct                 
                and Assumed Contracts) (Details)                                 
122: R108        Intangible Assets (Details)                         HTML     99K  
123: R109        Variable Interest Entities - Additional             HTML    179K  
                Information (Detail)                                             
124: R110        Variable Interest Entities - Summary of Fair Value  HTML     73K  
                of Fixed Income Securities, by Asset-Type, Held by               
                Consolidated Variable Interest Entities (Detail)                 
125: R111        Variable Interest Entities - Supplemental           HTML     57K  
                Information about Loans Held as Assets and                       
                Long-Term Debt Associated with Consolidated                      
                Variable Interest Entities (Detail)                              
126: R112        Variable Interest Entities - Summary of Carrying    HTML     95K  
                Amount of Assets, Liabilities and Maximum Exposure               
                to Loss of Ambac's Variable Interests in                         
                Non-Consolidated Variable Interest Entities                      
                (Detail)                                                         
127: R113        Variable Interest Entities Variable Interest        HTML    101K  
                Entity - Change in Fair Value of Assets and                      
                Liabilities (Details)                                            
128: R114        Variable Interest Entities Variabile Interest       HTML     52K  
                Entities - Carry Value of Secured Notes from LSNI                
                (Details)                                                        
129: R115        Variable Interest Entities Special Purpose          HTML    159K  
                Entities, including Variable Interest Entities -                 
                Summary of Assets and Liabilities (Details)                      
130: R116        Long-Term Debt (Details)                            HTML    145K  
131: R117        Revenue from Contract with Customer (Details)       HTML     89K  
132: R118        Comprehensive Income - Schedule of Changes in       HTML     84K  
                Balances of Each Component of Accumulated Other                  
                Comprehensive Income (Detail)                                    
133: R119        Comprehensive Income - Schedule of Amounts          HTML    107K  
                Reclassed Out of Each Component of Accumulated                   
                Other Comprehensive Income (Detail)                              
134: R120        Net Income Per Share - Additional Information       HTML     93K  
                (Detail)                                                         
135: R121        Net Income Per Share - Reconciliation of Common     HTML     72K  
                Shares Used for Basic and Diluted Earnings Per                   
                Share (Detail)                                                   
136: R122        Income Taxes - Additional Information (Detail)      HTML     54K  
137: R123        Income Taxes - Significant Portions of Deferred     HTML     87K  
                Tax Liabilities and Deferred Tax Assets (Detail)                 
138: R124        Income Taxes Income Taxes - Provision for Income    HTML     69K  
                Taxes Charged To Income From Continuing Operations               
                (Details)                                                        
139: R125        Income Taxes Income Taxes - Effect of Income Taxes  HTML     64K  
                on Net Income and Stockholders' Equity (Details)                 
140: R126        Income Taxes Income Taxes - Effective Tax Rates     HTML    106K  
                Differing From Prevailing Federal Corporate Income               
                Tax Rates (Details)                                              
141: R127        Income Taxes Income Taxes - Reconciliation of       HTML     50K  
                Unrecognized Tax Benefits (Details)                              
142: R128        Income Taxes Income Taxes - NOL Usage Table         HTML     60K  
                (Details)                                                        
143: R129        Income Taxes Schedule of Income Before Income       HTML     59K  
                Taxes (Details)                                                  
144: R130        Employment Benefit Plans Postretirement Health      HTML     75K  
                Care and Other Benefits (Details)                                
145: R131        Employment Benefit Plans Savings Plan (Details)     HTML     56K  
146: R132        Employment Benefit Plans Stock Compensation         HTML     77K  
                (Details)                                                        
147: R133        Employment Benefit Plans Restricted Stock Units     HTML    122K  
                (Details)                                                        
148: R134        Employment Benefit Plans Performance Units          HTML    133K  
                (Details)                                                        
149: R135        Leases Statement (Details)                          HTML    112K  
150: R136        Leases (Details)                                    HTML     50K  
151: R137        Commitments and Contingencies - Additional          HTML     53K  
                Information (Detail)                                             
152: R138        Schedule I - Summary Of Investments (Details)       HTML    106K  
153: R139        Schedule II - Condensed Financial Information of    HTML    153K  
                Registrant (Parent Company Only) - Condensed                     
                Balance Sheet (Details)                                          
154: R140        Schedule II - Condensed Financial Information of    HTML    154K  
                Registrant (Parent Company Only) - Condensed                     
                Statement of Total Comprehensive Income (Details)                
155: R141        Schedule II - Condensed Financial Information of    HTML    130K  
                Registrant (Parent Company Only) - Condensed                     
                Statements of Stockholders' Equity (Details)                     
156: R142        Schedule II - Condensed Financial Information of    HTML    132K  
                Registrant (Parent Company Only) - Condensed                     
                Statements of Cash Flows (Details)                               
157: R143        Schedule II - Condensed Financial Information of    HTML     48K  
                Registrant (Parent Company Only) Schedule II -                   
                Condensed Financial Information of Registrant -                  
                Additional Information (Details)                                 
158: R144        Schedule II - Condensed Financial Information of    HTML     60K  
                Registrant (Parent Company Only) Schedule II -                   
                Condensed Financial Information of Registrant -                  
                Income Taxes (Details)                                           
159: R145        SEC Schedule, Article 12-16, Supplementary          HTML     81K  
                Insurance Information (Details)                                  
161: XML         IDEA XML File -- Filing Summary                      XML    323K  
164: XML         XBRL Instance -- ambc-20231231_htm                   XML   7.92M  
160: EXCEL       IDEA Workbook of Financial Report Info              XLSX    470K  
11: EX-101.CAL  XBRL Calculations -- ambc-20231231_cal               XML    351K 
12: EX-101.DEF  XBRL Definitions -- ambc-20231231_def                XML   3.58M 
13: EX-101.LAB  XBRL Labels -- ambc-20231231_lab                     XML   4.36M 
14: EX-101.PRE  XBRL Presentations -- ambc-20231231_pre              XML   3.95M 
10: EX-101.SCH  XBRL Schema -- ambc-20231231                         XSD    479K 
162: JSON        XBRL Instance as JSON Data -- MetaLinks            1,062±  1.78M  
163: ZIP         XBRL Zipped Folder -- 0000874501-24-000040-xbrl      Zip   1.53M  


‘EX-97.1’   —   Clawback Policy re: Recovery of Erroneously Awarded Compensation


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 C:   C: 
  Document  

Exhibit 97.1
Ambac Financial Group, Inc.
RECOUPMENT POLICY
Statement of Intent. The Board of Directors (“Board”) of Ambac Financial Group, Inc. (“Ambac”) believes that it is in the best interest of Ambac and its stockholders to encourage outstanding leadership, accountability and responsible risk-taking that benefits the long-term success of Ambac and its subsidiaries (collectively, the “Company”). Accordingly, the Board has adopted this Recoupment Policy (the “Policy”), which shall be effective as of October 2, 2023 (the “Effective Date”) and shall apply with respect to any Accounting Restatements for periods ending after the Effective Date. As of the Effective Date, this Policy shall replace the Recoupment Policy in effect beginning as of January 1, 2017.
Definitions. For purposes of this Policy, the following definitions shall apply:
Accounting Restatement” means an accounting restatement, for any period ending after the Effective Date, due to material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. For the avoidance of doubt, a restatement resulting solely from the retrospective application of a change in generally accepted accounting principles is not an Accounting Restatement.
The Board shall take into consideration any applicable interpretations and clarifications of the Securities and Exchange Commission (“SEC”) and the New York Stock Exchange (“NYSE”) in determining whether an accounting restatement qualifies as an Accounting Restatement for purposes of this Policy.
Covered Employee” means each employee who was subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) at any time during the performance period relating to the applicable Incentive-Based Compensation.
Incentive-Based Compensation” means any compensation that is granted, earned or vested based wholly or in part upon the attainment of a financial reporting measure. Financial reporting measures are measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, any measures that are derived wholly or in part from such measures, and stock price and total shareholder return measures.
For the avoidance of doubt, Incentive-Based Compensation does not include (i) base annual salary, (ii) compensation that is awarded based solely on service (e.g., a time-vesting award, including a time-vesting stock option, restricted share or restricted share unit), (iii) compensation that is awarded solely at the discretion of the Compensation Committee of the Board (however, the exercise of negative discretion with respect to an award that is otherwise based on attainment of a financial measure will not render the award discretionary for this purpose), or (iv) compensation that is awarded based on subjective goals or goals unrelated to financial reporting measures.
Look-back Period” means the three completed fiscal years immediately preceding the date on which the Company is required to prepare an Accounting Restatement, with such date being the earlier of: (i) the date the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement; or (ii) the date a court, regulator or other legally authorized body directs the Company to prepare an Accounting Restatement.



Recoverable Compensation” means any Incentive-Based Compensation received in the Look-back Period during which the financial reporting measure specified in the applicable award is attained. If the grant or earning of an award is based, either wholly or in part, on satisfaction of a financial reporting measure, the award would be deemed received in the fiscal period when that measure was satisfied, in each case without regard to any ongoing service-based vesting requirements. Furthermore, if an award is granted or earned upon satisfaction of financial reporting measures that are based on multiple fiscal years (e.g., a three-year average), the whole award would be deemed Recoverable Compensation for purposes of this Policy if any single fiscal year of the performance period occurs during the Look-back Period. “Recoverable Compensation” shall include all Incentive-Based Compensation received by a person (a) after beginning service as a Covered Employee, (b) who served as a Covered Employee at any time during the performance period for that Incentive-Based Compensation and (c) while the Company has a class of securities listed on the NYSE or another national securities exchange or a national securities association. Accordingly, this Policy can apply to a person that is no longer a Company employee or a Covered Employee at the time of recovery.
Forfeiture and Reimbursement. In the event of an Accounting Restatement, the Company will require, to the fullest extent permitted by applicable law, that a Covered Employee reasonably promptly forfeit and/or reimburse the Company the amount of Recoverable Compensation that exceeds the amount that otherwise would have been received had it been computed based on the amounts in the Accounting Restatement and shall be calculated without regard to any taxes paid. For Recoverable Compensation based on stock price or total shareholder return measures, the amount that shall be forfeited and/or reimbursed to the Company shall be based on the Board’s reasonable estimate of the effect of the Accounting Restatement on the stock price or total shareholder return on which the Incentive-Based Compensation was received. The Company must maintain documentation of the determination of that reasonable estimate and provide such documentation to the NYSE.
Incentive-Based Compensation is deemed “received” for purposes of this Policy in the fiscal period during which the measure specified in the Incentive-Based Compensation award is attained, even if the payment or issuance of such Incentive-Based Compensation occurs after the end of that period. For example, if the performance target for an award is based on total stockholder return for the year ended December 31, 2023, the award will be deemed to have been received in 2023 even if paid in 2024.
To the extent that a Covered Employee does not make reimbursement to the Company under this Policy within a reasonable time following demand by the Company, or any shares of Recoverable Compensation have been sold by the Covered Employee, the Company shall have the right to reduce, cancel or withhold against outstanding, unvested, vested or future cash or equity-based compensation, or require a substitute form of reimbursement, in each case to the maximum extent permitted under applicable law.
Notwithstanding anything to the contrary, forfeiture and reimbursement of Recoverable Compensation with respect to one or more Covered Employees shall not be required if the Compensation Committee of the Board determines that such recovery would be impracticable due to one of the following conditions: (i) the direct expense paid to a third party to assist in enforcing recovery would exceed the recoverable amounts (but only after a reasonable attempt is made to recover such erroneously awarded compensation and such attempt is documented and provided to the NYSE); (ii) application of this Policy to such Covered Employee(s) would violate home country law adopted prior to November 28, 2022 (but only after obtaining an opinion of home country counsel, acceptable to the NYSE, that such recovery would result in such violation, and such opinion is provided to the NYSE); or (iii) application of this Policy would likely cause an otherwise tax-qualified retirement plan under which benefits are broadly available to employees to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) or regulations thereunder.
2



No Indemnification. The Company shall not indemnify any current or former Covered Employee against, or pay the premiums of any insurance policy to cover, any loss of compensation or amounts recovered under this Policy or any expenses that a Covered Employee incurs in opposing the Company’s efforts to recoup amounts pursuant to this policy. In no event shall the Company be required to award Covered Employees an additional payment if an Accounting Restatement would have resulted in a higher incentive compensation payment.
Acknowledgement by Covered Employees. The Company shall provide notice and seek written acknowledgement of this Policy from each Covered Employee as soon as practicable after the later of (i) the Effective Date and (ii) the date on which the employee is designated as a Covered Employee, provided that failure to obtain such acknowledgement shall have no impact on the enforceability of this Policy.
Authority and Interpretations. This Policy generally will be administered and interpreted by the Compensation Committee of the Board. Unless otherwise stated herein, any determination by the Compensation Committee with respect to this Policy shall be final, conclusive and binding on all interested parties. The determinations of the Compensation Committee, the Board or the independent Directors of the Board under this Policy shall be applied consistently to all Covered Employees.
This Policy is intended to comply with, shall be interpreted to comply with, and shall be deemed automatically amended to comply with, Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, as it may be amended from time to time, and any related rules or regulations promulgated by the SEC or the NYSE, including any additional or new requirements that become effective after the Effective Date. Any such amendment shall be effective at such time as is necessary to comply with Section 10D of the Exchange Act.
Each member of the Board shall be fully indemnified and held harmless by the Company for any liability resulting from administration of this Policy.
The provisions in this Policy are intended to be applied to the fullest extent of the law. To the extent that any provision of this Policy is found to be unenforceable or invalid under any applicable law, such provision will be applied to the maximum extent permitted, and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to applicable law. The invalidity or unenforceability of any provision of this Policy shall not affect the validity or enforceability of any other provision of this Policy.
The rights of the Company under this Policy to seek forfeiture or reimbursement are not exclusive remedies and do not preclude any other recourse by the Company.
Other Recoupment Rights; Company Claims. The Board intends that this Policy shall be applied to the fullest extent of the law. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company under applicable law or pursuant to the terms of any similar policy in any employment agreement, equity award agreement, or similar agreement and any other legal remedies available to the Company.
Nothing contained in this Policy, and no recoupment or recovery as contemplated by this Policy, shall limit any claims, damages or other legal remedies the Company or any of its affiliates may have against a Covered Executive arising out of or resulting from any actions or omissions by the Covered Executive.
Amendment and Termination. To the extent permitted by, and in a manner consistent with, applicable SEC and NYSE rules and regulations, the Board reserves the power to terminate, suspend, revise or amend this, Policy.

3



ACKNOWLEDGMENT, CONSENT AND AGREEMENT
I acknowledge that I have received and reviewed a copy of the Ambac Recoupment Policy (as may be amended from time to time, the “Policy”) and agree to be bound by and subject to its terms and conditions for so long as I am a “Covered Employee” under the Policy. I further acknowledge, understand and agree that, as a Covered Employee, the Policy could affect the compensation I receive or may be entitled to receive from Ambac or its subsidiaries under various awards, agreements, plans and arrangements with Ambac or its subsidiaries. To the extent the terms of any other award, agreement, plan or arrangement conflict with the terms of this Policy, the terms of this Policy shall prevail.

Signed:     ______________________
Print Name:     ______________________
Date:        ______________________
4


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:2/27/248-K
For Period end:12/31/23
10/2/234
11/28/22
1/1/173
 List all Filings 


27 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/07/23  Ambac Financial Group Inc.        10-Q        9/30/23  105:22M
10/06/23  Ambac Financial Group Inc.        8-K:5,9    10/05/23   12:360K
 5/09/23  Ambac Financial Group Inc.        10-Q        3/31/23  107:21M
 3/01/23  Ambac Financial Group Inc.        10-K       12/31/22  166:35M
 1/27/23  Ambac Financial Group Inc.        8-K:5,9     1/26/23   12:508K
 5/10/22  Ambac Financial Group Inc.        10-Q        3/31/22  110:23M
 2/24/22  Ambac Financial Group Inc.        10-K       12/31/21  156:33M
 6/30/21  Ambac Financial Group Inc.        8-K:1       6/24/21   12:350K
 5/10/21  Ambac Financial Group Inc.        10-Q        3/31/21  100:20M
 1/25/21  Ambac Financial Group Inc.        8-K:1,2,7   1/19/21   12:450K
 4/15/20  Ambac Financial Group Inc.        DEF 14A     4/15/20    1:2.9M
 3/02/20  Ambac Financial Group Inc.        10-K       12/31/19  152:36M
 5/09/19  Ambac Financial Group Inc.        10-Q        3/31/19  106:23M
 6/25/18  Ambac Financial Group Inc.        8-K:1,7,9   6/22/18    3:381K
 2/28/18  Ambac Financial Group Inc.        10-K       12/31/17  156:34M
 1/06/17  Ambac Financial Group Inc.        8-K:5,9     1/04/17    2:163K
12/13/16  Ambac Financial Group Inc.        8-K:1,5,9  12/13/16    4:262K
11/03/16  Ambac Financial Group Inc.        10-Q        9/30/16  102:28M
 2/29/16  Ambac Financial Group Inc.        10-K       12/31/15  164:44M
11/09/15  Ambac Financial Group Inc.        10-Q        9/30/15  104:28M
 8/11/14  Ambac Financial Group Inc.        10-Q        6/30/14  107:43M
 3/03/14  Ambac Financial Group Inc.        10-K       12/31/13  177:37M                                    Donnelley … Solutions/FA
 5/03/13  Ambac Financial Group Inc.        8-K:1,3,5,8 4/30/13    5:224K                                   Toppan Merrill/FA
 5/01/13  Ambac Financial Group Inc.        8-A12B                 5:1.6M                                   Toppan Merrill/FA
 3/16/11  Ambac Financial Group Inc.        10-K       12/31/10   13:6.4M                                   Donnelley … Solutions/FA
11/15/10  Ambac Financial Group Inc.        10-Q        9/30/10    8:3.2M                                   Donnelley … Solutions/FA
 6/08/10  Ambac Financial Group Inc.        8-K:1,9     6/07/10    5:656K                                   Donnelley … Solutions/FA
Top
Filing Submission 0000874501-24-000040   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
AboutPrivacyRedactionsHelp — Sun., Apr. 28, 1:06:30.2pm ET