Daniel McGinnis
About Daniel McGinnis
Ambac’s Chief Operating Officer and Senior Managing Director since December 2021 (age 53 as of April 25, 2024), overseeing Operations, Technology, and HR across legacy Financial Guarantee and new Specialty P&C and Insurance Distribution businesses . Prior experience includes senior underwriting and operating roles at CapSpecialty, AIG’s Small Business Division, American Reinsurance, and Marsh USA . Company pay-versus-performance shows rTSR percentile ranks of 45th (2022), 39th (2023), and 10th (2024), with the 2021 PSU cycle reflecting -5.2% three-year TSR and a -10% rTSR modifier to payouts .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CapSpecialty, Inc. | Chief Underwriting Officer; Chief Operating Officer | Not disclosed | Senior underwriting and operations leadership |
| American International Group (AIG) | Division Executive, Small Business Division | Not disclosed | Growth and operations in small commercial segment |
| American Reinsurance Company | Not disclosed | Not disclosed | Finite risk underwriting experience |
| Marsh USA | VP Finite Risk Underwriting; VP Marsh Risk Finance | Not disclosed | Risk finance structuring |
External Roles
No public company directorships or committee roles disclosed for McGinnis in the cited filings. (Searched 2025 DEF 14A) .
Fixed Compensation
Not individually disclosed for McGinnis in Summary Compensation Tables (he is an executive officer but not a named executive officer in 2024–2025 proxies). Program-wide features include: base salaries reviewed annually; STIP denominated in cash; LTIP in PSUs (70%) and RSUs (30%); limited perquisites; no tax gross-ups .
Performance Compensation
STIP structure and changes:
- 2024 STIP: 70% weighted to financial metrics and 30% to strategic goals; other NEOs’ strategic scoring followed a standardized scorecard process .
- 2025 STIP: revised to objective metrics only—Adjusted EBITDA Margin (40%), Everspan Combined Ratio (20%), and Revenue Growth (40%); strategic goals removed .
| Metric | Weighting | Target | Actual | Payout Multiple | Vesting/Payment |
|---|---|---|---|---|---|
| Adjusted EBITDA Margin (2025 STIP) | 40% | Not disclosed | Not disclosed | Not disclosed | Annual cash (STIP) |
| Everspan Combined Ratio (2025 STIP) | 20% | Not disclosed | Not disclosed | Not disclosed | Annual cash (STIP) |
| Revenue Growth (2025 STIP) | 40% | Not disclosed | Not disclosed | Not disclosed | Annual cash (STIP) |
| 2024 STIP Financial Metrics (aggregate) | 70% | Pre-set company targets | Company actuals applied uniformly to NEOs | Not disclosed | Annual cash (STIP) |
| 2024 STIP Strategic Goals (aggregate) | 30% | Committee goals by role | Scorecard evaluations | Not disclosed | Annual cash (STIP) |
LTIP metrics, vesting, rTSR:
- 2024 LTIP PSUs: rTSR modifier ±20%; measured over 3 years; metrics: WLACC reduction at AAC (~22%) and cumulative EBITDA + gross written premium at Everspan and Cirrata (~39% each) .
- 2024 RSUs: time-based, vest in three equal annual installments on March 13, 2025; March 3, 2026; March 3, 2027 .
| Metric (2024 LTIP) | Weighting | Target | Actual | Payout Basis | Vesting |
|---|---|---|---|---|---|
| WLACC Reduction (AAC) | ~22% | Not disclosed | Not disclosed | Linear interpolation to 0–200% PSU earnout before rTSR | 3-year PSU; settle within 75 days post period; rTSR ±20% |
| Cumulative EBITDA (Everspan) | ~39% | Not disclosed | Not disclosed | Linear interpolation to 0–200% | 3-year PSU; rTSR ±20% |
| Cumulative Gross Written Premium (Everspan) | ~39% | Not disclosed | Not disclosed | Linear interpolation to 0–200% | 3-year PSU; rTSR ±20% |
| Cumulative EBITDA (Cirrata) | ~39% | Not disclosed | Not disclosed | Linear interpolation to 0–200% | 3-year PSU; rTSR ±20% |
| Cumulative Gross Written Premium (Cirrata) | ~39% | Not disclosed | Not disclosed | Linear interpolation to 0–200% | 3-year PSU; rTSR ±20% |
Illustrative 2023 PSU target grid (company disclosure):
| Metric | Minimum | Target | Maximum |
|---|---|---|---|
| Cirrata Cumulative GWP ($mm) | $667.0 | $759.0 | $890.0 |
| Cirrata Cumulative EBITDA ($mm) | $31.5 | $35.0 | $46.0 |
| Everspan Cumulative GWP ($mm) | $975.0 | $1,140.0 | $1,250.0 |
| Everspan Cumulative EBITDA ($mm) | $15.5 | $25.0 | $30.0 |
| WLACC Outstanding ($bn) | $5.3 | $4.6 | $3.9 |
Historical 2021 PSU context (settled early 2024 after 3-year period): WLACC reduced to $8.337bn (200% earnout on WLACC metric) and Xchange EBITDA at $12.9mm (76.5% earnout), with -5.2% TSR and a -10% rTSR modifier applied .
Equity Ownership & Alignment
| Item | Amount | Status/Notes |
|---|---|---|
| Unvested PSUs (target) | 57,035 | 2022–2024 cycles; settle 0–200% plus rTSR ±20% |
| Unvested RSUs | 16,111 | 2024 RSUs vest on 3/13/2025, 3/3/2026, 3/3/2027 |
| Vested, deferred RSU/PSU awards | 7,571 | Settled upon change-in-control per deferral plan |
| Pledging/Hedging | Prohibited | Insider Trading Policy bans pledging, hedging, short sales, and requires pre-clearance/trading windows |
| Ownership guidelines | 2x base salary required for executive officers other than CEO/CFO | Compliance status for McGinnis not disclosed |
Outstanding equity award framework:
- RSUs granted under LTIP vest over three years; PSUs settle within 75 days after the end of the 3-year performance period; rTSR modifier ±20% .
- 2024 plan and 2020 plan govern awards; no director/employee tax gross-ups; recoupment policy in place for restatements .
Employment Terms
- Employment Agreement: McGinnis is identified among “Continuing Executives” whose employment agreements recognize the sale of AAC as a change-in-control .
- Severance economics:
- Qualifying termination without Cause or for Good Reason in connection with a change-in-control: lump sum 2.0x base salary + 2.0x annual target bonus; pro‑rated target bonus; up to 12 months outplacement; up to 12 months COBRA/life insurance continuation .
- Qualifying termination not in connection with a change-in-control: 1.5x base salary + 1.5x annual target bonus; pro‑rated target bonus; outplacement/benefits as above .
- Equity acceleration on qualifying termination: time-based RSUs vest in full; performance-based awards eligible based on actual performance through period per grant terms; awards may accelerate per plan/agreements; deferrals settle on change-in-control .
- Clawback/Recoupment: compensation subject to Ambac’s Recoupment Policy and applicable law; executive stock ownership policy applies .
- Resignation timing: McGinnis notified resignation effective on or about November 30, 2025; severance and other benefits to be provided as a resignation for “Good Reason” per his October 5, 2023 employment agreement .
Company Performance Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $18.372m* | $65.070m* | $113.453m |
| EBITDA ($USD) | -$31.913m* | -$18.424m* | $3.859m* |
Notes:
- Values retrieved from S&P Global.*
- Periods are fiscal years; YoY revenue growth derived from S&P Global values: +254% (2023 vs 2022); +74% (2024 vs 2023).
Pay-versus-performance highlights:
- rTSR percentile rank: 45th (2022), 39th (2023), 10th (2024) .
- 2021 PSU cycle TSR: -5.2%; rTSR modifier reduced PSU payout by 10% .
Say‑on‑Pay & Compensation Peer Group
- Say‑on‑pay approval at 2024 annual meeting: ~95% support; investor outreach to ~48% of shares outstanding conducted in Fall 2024 .
- Comparator group for 2024 compensation cycle expanded toward specialty P&C/brokers; examples include Palomar Holdings, Skyward Specialty, Baldwin Insurance, SiriusPoint, Goosehead; Ambac percentile ranks vs peers: market cap 14%, assets 85%, enterprise value 98% .
Investment Implications
- Alignment: McGinnis’ equity mix is heavily performance-based (PSUs) aligned to AAC de-risking and growth metrics at Everspan/Cirrata, with rTSR modifier; RSU time-based component supports retention .
- Near-term selling pressure: Resignation for Good Reason post-change-in-control triggers severance and equity acceleration/settlement of deferred awards, potentially increasing share supply around vest/settlement events per plan terms .
- Governance: Strong guardrails—no pledging/hedging, recoupment policy, stock ownership requirements (2x salary for executive officers)—mitigate adverse alignment risks .
- Execution risk: Company rTSR underperformed peers in recent cycles, though operational scorecards emphasize cloud migration, TOM controls, M&A integration, and AAC de-risking—areas within COO purview; payout sensitivity remains tied to measurable WLACC and growth metrics .
Overall, McGinnis’ package emphasizes at-risk, equity-linked compensation tied to de-risking and specialty P&C growth, with double-trigger CIC protections. His planned departure with Good Reason after the AAC sale crystallizes severance and potential equity acceleration, a watchpoint for timing-related trading flows and management bandwidth transition to the new Group COO .