Jeffrey Stein
About Jeffrey S. Stein
Jeffrey S. Stein (age 55) is Ambac’s Chairman of the Board (since Jan 1, 2015) and a director (since May 1, 2013). He is Founder and Managing Partner of Stein Advisors LLC and previously co-founded Durham Asset Management; earlier roles include research leadership at The Delaware Bay Company and capital restructuring at Shearson Lehman Brothers. He holds a B.A. in Economics from Brandeis University and an MBA with Honors in Finance and Accounting from NYU. The Board has determined Stein is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Durham Asset Management LLC | Co‑Founder and Principal; Co‑Director of Research | Jan 2003–Dec 2009 | Led identification/evaluation of investments in distressed debt/special situations |
| The Delaware Bay Company, Inc. | Co‑Director of Research | Jul 1997–Dec 2002 | Boutique research/banking focused on distressed/special situations |
| Shearson Lehman Brothers | Associate/Assistant Vice President, Capital Preservation & Restructuring Group | Sep 1991–Aug 1995 | Restructuring and capital preservation mandate |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Stein Advisors LLC | Founder & Managing Partner | Not disclosed (current stated) | Financial advisory to companies and institutional investors |
| Vertex Energy, Inc. | Director (prior) | Not disclosed | Prior public company board |
| Rite Aid Corporation | Director (prior) | Not disclosed | Prior public company board |
| Troika Media Group, Inc. | Director (prior) | Not disclosed | Prior public company board |
| Aearo Technologies LLC | Director (prior) | Not disclosed | Prior board |
| GWG Holdings, Inc. | Director (prior) | Not disclosed | Prior public company board |
| Intelsat Connect Finance S.A. | Director (prior) | Not disclosed | Prior board |
| NMC Health plc | Director (prior) | Not disclosed | Prior public company board |
| Westmoreland Coal Company | Director (prior) | Not disclosed | Prior public company board |
| Dynegy Inc. | Director (prior) | Not disclosed | Prior public company board |
| TORM plc | Board observer (prior) | Not disclosed | Board observer |
Board Governance
- Roles and Independence: Chairman of the Board; member of the Governance & Nominating Committee; determined independent under NYSE rules .
- Attendance and Engagement: The Board met 18 times in 2024; each director attended at least 97% of total Board and committee meetings, with frequent engagement outside formal sessions .
- Committee Activity: Governance & Nominating Committee met five times; Strategy Committee met six times in 2024. Stein served on the Compensation Committee in 2024 but is shown only on Governance & Nominating in the 2025 committee matrix .
| Committee | 2025 Membership | 2024 Membership | 2024 Meetings |
|---|---|---|---|
| Governance & Nominating | Member (Stein) | Member | 5 |
| Compensation | Not listed in 2025 matrix for Stein | Member (Stein among members) | Not disclosed |
| Audit | Not listed for Stein | Not disclosed | Not disclosed |
| Strategy | Not listed for Stein | Not disclosed | 6 (committee overall) |
| Board (overall) | Chairman | Chairman | 18 (2024) |
Fixed Compensation
- Structure: Annual cash retainer $100,000; Chairman of the Board additional annual fee $125,000; no meeting fees; committee chair fees apply only to chairs (Audit $35,000; Compensation $25,000; Governance & Nominating and Strategy $15,000) .
- 2024 Actual (Stein): Fees earned/paid in cash $229,167 .
| Component | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Paid monthly |
| Chairman of the Board fee | $125,000 | Additional annual fee |
| 2024 cash fees (actual) | $229,167 | As reported for Stein |
Performance Compensation
- RSU Program: Four quarterly RSU grants of $50,000 each; one-year vesting; settlement deferred until departure from Board; subject to accelerated vesting in certain circumstances (e.g., change in control) .
- 2024 RSU Grants (Stein): Quantity and grant-date fair values per quarter below .
| Grant Date | RSUs (units) | Grant-Date Fair Value ($) | Vesting | Settlement |
|---|---|---|---|---|
| Jan 1, 2024 | 3,147 | $51,862 | 1-year from grant | Upon departure/change in circumstances |
| Apr 1, 2024 | 3,299 | $51,101 | 1-year from grant | Upon departure/change in circumstances |
| Jul 1, 2024 | 3,699 | $46,274 | 1-year from grant | Upon departure/change in circumstances |
| Oct 1, 2024 | 4,497 | $50,411 | 1-year from grant | Upon departure/change in circumstances |
| 2024 total stock awards (reported) | — | $199,648 | — | — |
Performance metrics: Ambac does not disclose performance-based metrics tied to director RSUs; grants are time-based with deferred settlement .
Other Directorships & Interlocks
- Prior public company boards include Vertex Energy, Rite Aid, Troika Media Group, GWG Holdings, Intelsat Connect Finance S.A., NMC Health, Westmoreland Coal, and Dynegy; board observer at TORM plc .
- No interlocks or cross-board relationships causing Compensation Committee interlocks; none of Ambac’s executives serve on the boards/compensation committees of companies with reciprocal arrangements .
Expertise & Qualifications
- Specialized experience in capital allocation, operating and financial performance, capital structure optimization, asset acquisitions/dispositions, corporate strategy, risk management, and investor communications; has served as Executive Chairman, CEO, CRO, Liquidating Trustee, and chaired various board committees .
- Investment and restructuring expertise relevant to Ambac’s financial services and specialty insurance expansion .
Equity Ownership
- Beneficial ownership (Record Date April 3, 2025): 190,026 shares; includes 155,026 shares subject to issuance with respect to RSUs; <1% of class (based on 51,091,190 shares outstanding) .
- Settlement of director RSUs deferred until departure from Board .
- Director Stock Ownership Policy: Must hold lesser of $800,000 in value or 40,000 shares within five years; all directors currently meet, except Ms. Matus (joined 2023) .
| Holder | Shares Beneficially Owned | Percent of Class | RSUs Included in Beneficial Ownership |
|---|---|---|---|
| Jeffrey S. Stein | 190,026 | * (<1%) | 155,026 |
Related Party Transactions and Conflicts
- Policy: Governance & Nominating Committee reviews and must approve related-party transactions >$120,000; assesses fairness, independence, and conflict risks; interested committee members abstain .
- 2024 engagements: Services from The Vanguard Group ($29,890) and BlackRock Financial Management, Inc. ($866,000; contracts expired July 31, 2024) were reviewed/approved; no other related-party transactions identified .
- Independence: Stein deemed independent; Governance & Nominating Committee annually reviews independence, including consulting and familial relationships .
Governance Assessment
- Strengths: Independent Chairman with deep restructuring and investment experience; high attendance (≥97%) and active committee involvement; robust director stock ownership requirement (met by Stein) and deferred RSU settlement promoting long-term alignment .
- Compensation Mix: Balanced cash ($229,167 in 2024) and equity ($199,648), plus Chair fee aligning pay with leadership responsibilities; no meeting fees reduces per‑meeting incentive distortions .
- Conflicts Oversight: Formal related-party transaction policy with committee approval and abstention protocols; limited 2024 related-party engagements disclosed and approved; none beyond those identified .
- Watch items: Prior service across multiple distressed/special-situations contexts underscores restructuring focus; ongoing monitoring of any external advisory relationships for potential conflicts remains prudent (no specific conflicts disclosed) .