David Trick
About David Trick
David Trick is Executive Vice President, Chief Financial Officer and Treasurer of Ambac Financial Group (AMBC); age 53 as of April 25, 2024, CFO since January 2010, Executive Vice President since November 2016, and at Ambac since 2005 . His remit spans financial reporting, asset/liability and investment management, capital resources, capital markets, liquidity, and investor relations, and he also serves as Treasurer since May 2006 and Executive Director of Ambac Assurance UK Limited since September 2015 . Company performance metrics tied to his incentives include STIP and LTIP targets around Everspan and Cirrata growth, WLACC de-risking, gross operating run rate expense, and rTSR; Ambac’s 2021 LTIP rTSR was -5.2% and ranked 10/12 peers, reducing payouts by 10% . In 2024, Ambac executed two transformational transactions (AAC sale for $420M and Beat Capital acquisition), grew specialty P&C premiums 74% to $876M, and increased total revenue from continuing operations 89% to $236M, metrics that frame NEO pay-for-performance calibration .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Bank of New York Mellon | Senior banker delivering treasury, credit, and capital markets solutions to insurance clients | — | Pre-Ambac experience in capital markets supports current CFO responsibilities |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ambac Assurance UK Limited (Ambac UK) | Executive Director | Since Sep 2015 | Governance oversight of UK financial guarantee subsidiary |
| Ambac Assurance Corporation (AAC) | Interim President & CEO | Jan 2015–Mar 2016 | Led legacy business during runoff and de-risking period |
Fixed Compensation
- Employment agreement effective Nov 1, 2016; auto-renews annually unless non-renewal notice ≥120 days before term end .
- Base salary no less than $750,000 (commencing Mar 7, 2016); target annual incentive award no less than 55% of base salary .
Multi-year compensation (USD):
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | 750,000 | — | 827,086 | 663,100 | 14,573 | 2,254,759 |
| 2023 | 750,000 | — | 997,591 | 695,000 | 16,173 | 2,458,764 |
| 2024 | 750,000 | — | 916,060 | 619,200 | 17,084 | 2,302,344 |
Performance Compensation
Short-Term Incentive Plan (STIP) – 2024
- STIP design: 70% financial metrics and 30% strategic goals; NEO targets set between 55%–85% of salary; payouts can range 0%–200% of target .
- 2025 change: STIP moved to 100% financial metrics (Adjusted EBITDA Margin 40%, Everspan Combined Ratio 20%, Revenue Growth 40%) eliminating strategic discretion .
2024 STIP metrics and outcomes:
| Metric | Weight | Threshold | Target | Max | Actual |
|---|---|---|---|---|---|
| Everspan earned premium & program fees ($M, Q4 vs budget) | 28.6% | 28 | 31 | 34 | 22.9 |
| Everspan underwritten programs (#) | 7.1% | 6 | 8 | 10 | 8 |
| Cirrata new MGAs/programs ≥$5M GWP (#) | 14.3% | 4 | 6 | 8 | 13 |
| Cirrata EBITDA margin (%) | 21.4% | 35% | 45% | 50% | 51.5% |
| Net Par Outstanding ($B) | 14.3% | 17.8 | 17.4 | 16.8 | Committee credited max given AAC sale constraints |
| Gross Operating Run Rate Expense ($M, Q4 vs budget) | 14.3% | 15.1 | 14.6 | 14.2 | 13.9 |
David Trick’s 2024 STIP payout (Non-Equity Incentive): $619,200 .
Long-Term Incentive Plan (LTIP)
- Award mix: 70% PSUs and 30% RSUs; RSUs vest over three years; PSUs have 3-year performance period with rTSR modifier (+/−20% from 2022 onward) .
- 2024 LTIP metrics: Cumulative Gross Written Premium and EBITDA at Everspan and Cirrata (each ~39% weight) and WLACC Outstanding at AAC (~22% weight) with defined target grids; linear interpolation applies .
2024 LTIP grants to David Trick:
| Grant Date | Instrument | Target (#) | Threshold/Max (#) | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| Mar 13, 2024 | PSUs | 40,805 | 20,403 / 81,610 | 650,432 |
| Mar 13, 2024 | RSUs | 17,487 | — | 265,628 |
LTIP performance grid – 2024 awards (company-level targets):
| Metric | 0% Earned | 100% Earned | 200% Earned |
|---|---|---|---|
| Cirrata Cumulative GWP ($M) | 983.0 | 1,092.0 | 1,256.0 |
| Cirrata Cumulative EBITDA ($M) | 44.0 | 49.0 | 56.0 |
| Everspan Cumulative GWP ($M) | 1,374.0 | 1,566.0 | 1,723.0 |
| Everspan Cumulative EBITDA ($M) | 31.5 | 40.0 | 46.5 |
| WLACC Outstanding ($B) | 3.8 | 3.4 | 3.0 |
Realized PSU payout – 2021 LTIP (settled early 2024): $847,860 for Trick after 10% rTSR reduction; performance % 152.2% applied to target .
Vesting schedules:
- RSUs granted Feb 28, 2022 vest Feb 28, 2023/2024/2025; Mar 3, 2023 vest Mar 3, 2024/2025/2026; Mar 13, 2024 vest Mar 13, 2025, Mar 3, 2026, Mar 3, 2027 .
- 8-K acceleration: Following AAC sale close on Sep 29, 2025, PSUs granted in 2023 and 2024 vested at 121.5% and 100% of target respectively; 89,071 PSUs vested for Trick on Sep 30, 2025 .
Equity Ownership & Alignment
- Beneficial ownership (Record Date Apr 3, 2025): 339,044 shares; <1% of outstanding (51,091,190 shares) .
- Outstanding awards at 12/31/2024: 35,067 RSUs unvested (market value $443,598), 124,133 PSUs unearned (value $1,570,282) calculated at $12.65 closing price .
- Stock ownership guidelines: CFO must hold ≥3x base salary ($2.25M); Trick’s shares held value $2,654,715 (in compliance; retention of 100% of net profit shares until compliant) .
- Hedging/pledging: Company prohibits hedging or pledging of Ambac stock; clawback policy effective Oct 2, 2023 for accounting restatements .
Ownership and awards detail:
| Item | Value |
|---|---|
| Beneficial shares | 339,044 |
| Percent of class | <1% |
| RSUs unvested (# / $) | 35,067 / $443,598 |
| PSUs unearned (# / $) | 124,133 / $1,570,282 |
| Ownership guideline (CFO) | $2,250,000 required; $2,654,715 held |
| Hedging/pledging policy | Prohibited |
| Clawback policy | Effective Oct 2, 2023 |
Insider selling pressure indicators:
- Scheduled RSU vesting in 2025–2027 and PSU share delivery can create periodic supply; 89,071 PSUs vested on Sep 30, 2025 due to AAC sale-related acceleration .
Employment Terms
- Term: Initial 1-year term; auto-renews for successive 1-year terms unless non-renewal notice ≥120 days before term end .
- Base salary: ≥$750,000; target annual incentive: ≥55% of base salary; target LTIP award: ≥$250,000 annually, subject to Committee discretion .
- Severance (without Cause or for Good Reason): Lump sum 1.5x (base + target bonus) + pro-rated target STIP for year of termination + 12 months medical/life insurance continuation; change-in-control window (≤90 days before or ≤1 year after CoC): multiplier increases to 2.0x; time-based equity immediately vests; performance equity eligible based on actual performance .
- Perquisites: Tax preparation services due to Ambac UK directorship; executive physicals .
- Policies: Executive Stock Ownership and Retention Policy; Recoupment Policy; prohibition on hedging/pledging .
Potential payments on termination (assumed price $12.65/share; termination on Dec 31, 2024):
| Scenario | Severance ($) | RSU Settlement ($) | PSU Settlement ($) | Pro-rata STIP ($) | Benefits ($) | Total ($) |
|---|---|---|---|---|---|---|
| Death/Disability | — | 1,483,200 | 1,570,270 | 425,000 | — | 3,478,470 |
| Involuntary (no Cause) or Good Reason | 1,762,500 | 1,483,200 | — | 425,000 | 49,725 | 3,720,425 |
| Voluntary Resignation | — | — | — | — | — | — |
| CoC + Involuntary (no Cause) or Good Reason | 2,350,000 | 1,483,200 | — | 425,000 | 49,725 | 4,307,925 |
Investment Implications
- Pay-for-performance alignment is reinforced via 70% PSU weighting, rigorous operational metrics (Everspan/Cirrata EBITDA and GWP, WLACC reduction), and rTSR modifier that reduced 2021 payouts given underperforming TSR, indicating compensation sensitivity to shareholder returns .
- Retention risk appears moderate: ongoing RSU/PSU vesting cycles plus ownership guideline compliance ($2.65M vs $2.25M required) suggest meaningful “skin-in-the-game,” while severance economics are mid-range (1.5x; 2.0x on CoC) with double-trigger equity treatment, balancing retention and governance .
- Near-term supply risk: 8-K disclosed acceleration and vesting of 89,071 PSUs for Trick post-AAC sale (Sep 30, 2025), adding share delivery that could contribute to short-term selling pressure if monetized; monitor subsequent Form 4 activity to confirm flows .
- Governance signals: 95% say-on-pay support in 2024 and adoption of clawback/ownership policies, plus prohibition of hedging/pledging, are positive for alignment; benchmarking via a refreshed peer set addresses evolving business mix and size .