Claude LeBlanc
About Claude LeBlanc
Claude LeBlanc (age 59) is President and Chief Executive Officer of Ambac Financial Group, Inc. (AMBC) and a director, roles he has held since January 1, 2017 . He holds a BA in Economics (York University), BComm (University of Windsor), and MBA (Schulich School of Business), and is a Chartered Accountant and CPA; he previously served as CFO/CRO of Syncora Holdings leading its global restructuring . Under his leadership in 2024, Ambac executed two transformational transactions (agreement to sell the legacy financial guarantee business to Oaktree for $420 million; majority stake in Beat Capital Partners), with revenue from continuing operations up 89% to $236 million, Adjusted EBITDA to Ambac common shareholders up 43% to $13 million, Everspan gross premiums written up 40% to $382 million, and Cirrata revenue up 93% to $99 million; the 2024 combined ratio improved to 101.6% from 106.5% . Over the 2021 LTIP performance period, Ambac’s TSR was -5.2% (10th of 12 peers), and in the SEC “pay-versus-performance” table for 2024 the company-selected rTSR percentile rank was 10th, underscoring ongoing share performance headwinds despite operating progress . In November 2025 the company announced a rebrand to Octave Specialty Group, Inc. and expected to trade as OSG on November 20, 2025, reflecting a pure-play specialty insurance platform post-AAC sale .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ambac Financial Group, Inc. | President & CEO; Director | 2017–present | Led transformation from financial guarantee runoff to specialty P&C/MGA platform; executed AAC sale to Oaktree and Beat Capital acquisition . |
| Syncora Holdings Ltd. | CFO & Chief Restructuring Officer; EVP | 2010–2016 (CFO/CRO); 2006–2009 (EVP) | Led successful global restructuring of Syncora . |
| XL Capital Ltd. | SVP Corporate Development & Strategy; Executive Management Group member | Pre-2006 | Strategy, capital management, M&A . |
| PricewaterhouseCoopers | Advisory (M&A, restructurings, transactions) | Early career | Deal advisory and restructuring experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Maiden Holdings, Ltd. | Director | Until May 2021 | Former public board service . |
| Schulich School of Business | Dean’s Global Council; Dean’s Strategic Council; Tech MBA Advisory Council (member) | Current | Advisory/academic councils . |
Fixed Compensation
- Current CEO employment terms (effective Sept 29, 2025, superseding prior): base salary $900,000; target annual bonus 125% of base; continued plan eligibility; target annual LTIP award beginning in calendar 2026 of $2,650,000; 1-year term with automatic annual renewals unless 90 days’ notice .
- Historical realized and grant-date values:
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive Plan ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 900,000 | 3,788,006 | 1,619,900 | 32,814 | 6,340,720 |
| 2023 | 900,000 | 4,125,142 | 1,851,500 | 41,077 | 6,917,719 |
| 2022 | 900,000 | 3,420,095 | 1,827,000 | 38,667 | 6,185,762 |
Perquisites are limited; for Mr. LeBlanc include certain commuting expense reimbursement and executive physical; Ambac states it does not provide tax gross-ups and maintains clawback and ownership policies .
Performance Compensation
2024 STIP (CEO)
- Structure: 70% financial metrics; 30% strategic goals; CEO target $1,125,000; overall multiplier 1.44x → payout $1,619,900 .
- Financial metric outcomes and weightings:
| Metric | Weight | Threshold | Target | Max | Actual | Payout Factor |
|---|---|---|---|---|---|---|
| Everspan Earned Premium & Program Fees ($mm, 4Q vs budget) | 28.6% | 28 | 31 | 34 | 22.9 | —% |
| Everspan Underwritten Programs (#) | 7.1% | 6 | 8 | 10 | 8 | 100% |
| Cirrata New MGAs/Other Programs ≥$5mm (#) | 14.3% | 4 | 6 | 8 | 13 | 200% |
| Cirrata EBITDA Margin (%) | 21.4% | 35% | 45% | 50% | 51.5% | 200% |
| Net Par Outstanding (AAC) ($bn) | 14.3% | 17.8 | 17.4 | 16.8 | Committee credited max due to pending AAC sale constraints | 200% |
| Gross Operating Run Rate Expenses ($mm, 4Q) | 14.3% | 15.1 | 14.6 | 14.2 | 13.9 | 200% |
- Strategic scorecard outcomes (high-level): achieved pivotal AAC sale agreement ($420mm), buyback execution ($50mm program; 585k shares at $12.44 avg), 22° Business Services infrastructure buildout, and M&A integrations; weighted scorecard produced a 1.633x multiplier on the 30% strategic portion .
LTIP Design and 2024 Grants
- 2024 award mix: 70% PSUs, 30% RSUs; PSUs measured over 3 years on (i) WLACC reduction at AAC (~22% weight), (ii) cumulative EBITDA and cumulative GWP targets at Everspan (~39%) and Cirrata (~39%); rTSR modifier ±20% at end of 3 years .
- 2024 CEO grants: 168,731 target PSUs (grant-date FV $2,689,572); 72,313 RSUs (grant-date FV $1,098,434); RSUs vest in equal thirds on Mar 13, 2025; Mar 3, 2026; Mar 3, 2027 .
- 2024 PSU target achievement grid (illustrative payout curves):
| Metric | 0% Payout | 100% Payout | 200% Payout |
|---|---|---|---|
| Cirrata Cumulative GWP ($mm) | 983.0 | 1,092.0 | 1,256.0 |
| Cirrata Cumulative EBITDA ($mm) | 44.0 | 49.0 | 56.0 |
| Everspan Cumulative GWP ($mm) | 1,374.0 | 1,566.0 | 1,723.0 |
| Everspan Cumulative EBITDA ($mm) | 31.5 | 40.0 | 46.5 |
| WLACC Outstanding at 12/31/26 ($bn) | 3.8 | 3.4 | 3.0 |
- Realized prior-cycle PSU payout: 2021 PSUs paid in early 2024 at 152.2% of target after a -10% rTSR modifier; WLACC reduction achieved max; Xchange EBITDA at 76.5% of target; CEO realized $3,505,954 on vesting .
Equity Ownership & Alignment
- Beneficial ownership: 1,271,102 shares (2.5% of outstanding) as of April 3, 2025 .
- Unvested awards at 12/31/24 (valued at $12.65/sh): 145,009 RSUs ($1,834,364); 513,300 PSUs at target ($6,493,245) .
- Stock ownership guidelines: CEO must hold ≥6x base salary ($5.4mm); at Record Date, CEO holdings were valued at $9,952,729, exceeding requirements; until compliant, 100% of net profit shares must be retained .
- Hedging/pledging: Prohibited under Insider Trading Policy; 10b5-1 trading plans require pre-approval; trading only in open windows with pre-clearance for executives/directors .
- Vesting and realized value:
- RSUs vest in equal installments on Mar 13, 2025; Mar 3, 2026; Mar 3, 2027 for 2024 grant; prior RSU grants vesting through 2025/2026 as scheduled .
- Shares vested in 2024: CEO 296,476 shares, value realized $4,806,688; retention mitigated by ownership policy retention requirements .
- Deferred settlement: certain NEOs elected to defer settlement of RSUs into deferred share units for tax planning (not necessarily CEO-specific) .
Employment Terms
- 2025 Employment Agreement (effective Sept 29, 2025): 1-year term, automatic renewal; base $900,000; target bonus 125% of base; continued plan eligibility; target LTIP beginning 2026 at $2,650,000 .
- Prior Amended & Restated Employment Agreement (Aug 3, 2020) terms (applicable to 2024 proxy calculations):
- Severance (non-CIC): 2.0x (base + target bonus) lump sum, plus pro-rata target bonus for year of termination; 12 months COBRA/life insurance equivalents and outplacement; 12 months vesting acceleration on time-based equity; PSUs eligible pro-rata based on actual performance with 12 months service credit .
- Change-in-control (CIC): 2.5x multiple (base + target bonus); immediate vesting of time-based equity; PSUs vest based on actual performance for full period .
- Death/Disability: pro-rata bonus; equity treatment per award terms; for death, PSUs assumed at 100% .
- Restrictive covenants: 12-month non-compete and non-solicit; non-disclosure; mutual non-disparagement; cooperation obligations .
- Clawback policy: Recoupment of incentive compensation upon an “accounting restatement” consistent with SEC rules; policy updated October 2, 2023 .
Board Governance
- Board structure: Separate Chair (Jeffrey S. Stein) and CEO roles; 6 of 7 directors are independent; average director attendance ≥97% in 2024; Board met 18 times .
- Committee roles: CEO is a management director and not independent; LeBlanc does not serve on Board committees; Audit, Compensation, Governance & Nominating, and Strategy committees are fully independent and chaired by independent directors .
- Executive sessions: Independent directors meet in executive session at each regular Board meeting .
- Director compensation: Non-employee director program includes $100,000 cash retainer and four quarterly RSU grants of $50,000 each; chair and committee chair fees as specified; applies to non-employee directors (employee directors like the CEO are not in this table) .
Performance & Track Record
- 2024 execution: AAC sale agreement ($420mm) and Beat Capital majority acquisition; SP&C premium production +74% to $876mm, Everspan GPW +40% to $382mm; Cirrata revenue +93% to $99mm; combined ratio improved to 101.6% (from 106.5%) .
- 2024 STIP results reflected strong execution on Cirrata EBITDA margin (51.5%), program additions (13), expense run-rate reduction ($13.9mm in 4Q), and committee discretion on Net Par given pending AAC sale .
- Shareholder returns: 2021 LTIP rTSR -5.2% (10/12 peers) reduced PSU payouts by 10% ; 2024 “pay-versus-performance” shows rTSR percentile 10th, indicating alignment of payouts to lagging TSR via modifiers .
- Post-close focus and capital allocation: management reiterated focus on specialty insurance growth and integration of ArmadaCare; executed repurchase of 3.1 million shares in October 2025 at $8.48 average (≈6.7% of shares outstanding), signaling confidence .
- Certifications: CEO attestation of 10-Q controls and disclosures (Q2 and Q3 2025) underscores ongoing governance and internal control oversight .
Compensation Structure Analysis
- Mix and risk: CEO 86% of target total direct compensation is variable/equity-based; 70/30 PSU/RSU LTIP mix increases performance-at-risk; rTSR modifier ties payouts to shareholder outcomes .
- Metric rigor and evolution: STIP weighted 70% to financials in 2024; for 2025, STIP will eliminate discretionary strategic goals and move to Adjusted EBITDA Margin (40%), Everspan Combined Ratio (20%), and Revenue Growth (40%), tightening pay-for-performance linkage as Ambac becomes a pure-play specialty insurance enterprise .
- Peer benchmarking: Compensation benchmarked versus a refreshed peer group aligned to specialty P&C/insurance distribution with Ambac at ~14th percentile market cap, 85th percentile assets, 98th percentile enterprise value at 12/31/24, informing pay levels without a set percentile target .
- Say-on-pay: 2024 support of approximately 95% indicates strong shareholder endorsement of program design .
Director Service, Committees, Independence (LeBlanc as Director)
- Board service: Director since 2017 .
- Committee roles: None (management director) .
- Independence: Not independent (CEO); governance mitigant is separation of Chair/CEO and majority-independent Board .
Potential Insider Selling Pressure and Vesting Schedules
- 2024 vesting: 296,476 shares vested to CEO with $4,806,688 value realized; however, ownership policy requires retention of 100% of net profit shares until guideline compliance, reducing near-term selling pressure .
- Future vesting: 2024 RSUs vest on 3/13/2025, 3/3/2026, 3/3/2027; PSUs settle within 75 days after 12/31/2026 subject to financial results and rTSR modifier .
- Pledging/hedging ban and pre-clearance requirements further mitigate leakage risk .
Employment Economics (Severance and CIC)
| Scenario | Cash Multiple | Equity Treatment | Benefits/Other |
|---|---|---|---|
| Involuntary termination without Cause / Good Reason (non-CIC) | 2.0x (base + target bonus); pro-rata target bonus for year | 12 months acceleration on time-based equity; PSUs eligible pro-rata based on actual performance with +12 months service credit | Up to 12 months COBRA/life insurance equivalents; outplacement . |
| Involuntary termination without Cause / Good Reason (CIC window) | 2.5x (base + target bonus) | Time-based equity vests immediately; PSUs vest based on actual performance for full period | Standard benefits continuation terms . |
| Death/Disability | Pro-rata bonus; death: PSUs at 100% | Per award terms; RSUs settle; PSUs as specified | Standard coverage/plan terms . |
Equity Ownership Snapshot
| Item | Amount |
|---|---|
| Beneficial ownership (Apr 3, 2025) | 1,271,102 shares; 2.5% of outstanding |
| Unvested RSUs (12/31/24) | 145,009 ($1,834,364 at $12.65) |
| Unvested PSUs at target (12/31/24) | 513,300 ($6,493,245 at $12.65) |
| Ownership guideline (CEO) | ≥$5,400,000; status: $9,952,729 owned value (compliant) |
| Hedging/Pledging | Prohibited |
Say-on-Pay & Shareholder Feedback
- Say-on-pay approval at 2024 annual meeting: approximately 95% support .
- 2025 proxy seeks continued approval; Ambac engaged shareholders representing ~48% of outstanding in Fall 2024 regarding strategy and compensation; no concerns raised about the program .
Investment Implications
- Incentive alignment improving as Ambac pivots: 2025 STIP metrics fully financial (EBITDA margin, combined ratio, revenue growth) should strengthen pay-for-performance alignment and reduce committee discretion, a positive for investors monitoring compensation discipline in a transitioning insurer .
- Retention risk mitigants: Material unvested PSU/RSU overhang, outperformance levers tied to Cirrata/Everspan growth and profitability, ownership guidelines (6x salary) and non-compete reduce near-term flight risk; severance/CIC terms are standard to moderately protective (2.0x/2.5x) .
- TSR catch-up remains a watch item: rTSR underperformance has already reduced LTIP payouts; with AAC sale closed and rebrand/ticker change to OSG, improved execution on EBITDA margin and underwriting should begin to translate to TSR; buybacks (3.1mm shares in Oct-2025) are a supportive capital allocation signal .
- Governance strong on dual-role concerns: Separate Chair/CEO and majority-independent board with robust committee processes and clawback/anti-hedging policies are positives; CEO not on committees limits conflict in pay oversight .
Key levers to monitor: Cirrata EBITDA margin sustainability, Everspan combined ratio trajectory to sub-100 by 2026–2027, PSU target paths (GWP/EBITDA/WLACC), and incremental M&A integration (e.g., ArmadaCare) relative to compensation outcomes **[874501_0000874501-25-000078_ambc-20250408.htm:53]** **[874501_0000874501-25-000078_ambc-20250408.htm:54]** **[874501_7cc8b24e22994aab9371f810046b3e1a_0]**.