Joan Lamm-Tennant
About Joan Lamm-Tennant
Independent director since 2018 (age 72), chair of Ambac’s Strategy Committee and member of the Compensation and Governance & Nominating Committees. She founded Blue Marble Microinsurance (CEO 2016–2020) and previously served as Global Chief Economist & Risk Strategist at Guy Carpenter; academic roles include Adjunct Professor at Wharton (2005–2016) and tenured Professor at Villanova (1989–2000). Education: PhD in Finance & Investments (University of Texas, Austin); MBA and BBA with Honors in Accounting (St. Mary’s University, San Antonio). The Board has affirmatively determined she is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Blue Marble Microinsurance | Founder; Chief Executive Officer | Jan 2016 – Jun 2020 | Built consortium to enter micro-insurance markets |
| Guy Carpenter (Marsh & McLennan) | Global Chief Economist & Risk Strategist | From 2007 | Formalized enterprise-wide risk oversight; influenced CRO and Board Risk Committee establishment |
| General Reinsurance Capital Consultants | Founding President | Not disclosed | Strategic risk advisory leadership |
| Wharton School, University of Pennsylvania | Adjunct Professor; Hirsch Chair in International Business | Sep 2005 – May 2016 | Academic thought leadership in finance/risk |
| Villanova University | Tenured Professor; Labrecque Chair | Sep 1989 – May 2000 | Academic leadership in business |
External Roles
| Company | Role | Status |
|---|---|---|
| Equitable Holdings, Inc. | Independent Chair of the Board | Current |
| AllianceBernstein Holdings L.P. | Independent Chair of the Board | Current |
| Element Fleet Management Corp. | Director | Current |
Board Governance
- Committee assignments: Strategy (Chair), Compensation (Member), Governance & Nominating (Member) .
- Independence: Determined independent by Board under SEC/NYSE standards .
- Attendance/engagement: Board met 18 times in 2024; each director attended at least 97% of Board and committee meetings; independent director executive sessions are held with each regular Board meeting .
- Committee activity: 2024 meetings — Compensation (11), Audit (5), Governance & Nominating (5), Strategy (6) .
- Board load: No director sits on more than three other public boards; Ambac maintains separate Chair/CEO roles and 6 of 7 directors are independent .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Paid in monthly installments |
| Strategy Committee Chair fee | $15,000 | Additional annual fee for chair role |
| 2024 Fees Earned (Cash) | $115,000 | Reported for Lamm‑Tennant |
- Director meeting fees: None disclosed (program structured via retainer and equity) .
- Reimbursement: Reasonable out‑of‑pocket expenses reimbursed .
Performance Compensation
| Equity Instrument | Grant Cadence | Vesting | Settlement Mechanics |
|---|---|---|---|
| RSUs | Quarterly grants on first business day of each quarter | One year from grant date | Vested RSUs defer settlement until director resigns or change-in-control |
| Quarter (2024) | RSUs Granted (units) | Per‑Quarter Grant Date Fair Value (USD) |
|---|---|---|
| Jan 1, 2024 | 3,147 | $51,862 |
| Apr 1, 2024 | 3,299 | $51,101 |
| Jul 1, 2024 | 3,699 | $46,274 |
| Oct 1, 2024 | 4,497 | $50,411 |
| 2024 Stock Awards (Total) | — | $199,648 |
- Ownership policy for directors: Must hold Ambac stock equal to the lesser of $800,000 in value or 40,000 shares within five years of joining; all directors currently meet requirements except Ms. Matus (joined 2023) .
Other Directorships & Interlocks
| External Board | Possible Interlock Vector | Notes |
|---|---|---|
| Equitable Holdings, Inc. | Insurance/financial services | Governance expertise; no related‑party transactions disclosed in proxy |
| AllianceBernstein Holdings L.P. | Asset management | Information flow awareness; no related‑party transactions disclosed in proxy |
| Element Fleet Management Corp. | Fleet finance/services | Non‑competing adjacency; no related‑party transactions disclosed in proxy |
- Related‑party oversight: Governance & Nominating Committee approves any related‑party transactions; none beyond vendor engagements with BlackRock and Vanguard were identified for 2024 (both approved) .
Expertise & Qualifications
- Domain credentials: CEO experience, insurance expertise, and risk management competency matrix boxes checked; complements Ambac’s specialty P&C and distribution strategy .
- Strategic value add: Formalized enterprise risk oversight in prior roles; expertise in emerging market strategy, risk‑based decision processes, and capital efficiency .
- Board composition context: Emphasis on independence, limited outside board load, and skill diversity within slate .
Equity Ownership
| Holder | Beneficial Ownership (shares) | Percent of Class |
|---|---|---|
| Joan Lamm‑Tennant | 94,209 | <1% (*) |
- Mechanics: Director beneficial ownership includes RSUs that vest but do not settle until departure from the Board; each RSU equals one share at settlement .
- Hedging/pledging: Ambac’s Insider Trading Policy prohibits pledging Ambac stock and hedging transactions, plus short‑selling and unapproved 10b5‑1 plans; directors must pre‑clear trades and transact only in open windows .
- Director ownership guideline compliance: Directors must hold the lesser of $800,000 or 40,000 shares within five years; Lamm‑Tennant meets guideline per program status .
Governance Assessment
- Board effectiveness: Active engagement (18 Board meetings in 2024, ≥97% attendance), structured executive sessions, and frequent committee activity support robust oversight of strategy, risk, and compensation .
- Role in compensation governance: As a Compensation Committee member, she oversees pay philosophy, peer benchmarking, STIP/LTIP design, and use of independent consultant (Meridian) — a positive for pay integrity .
- Strategy leadership: As Strategy Committee Chair (six meetings in 2024), she guides evaluation of material investments, M&A, and strategic alternatives — aligned with Ambac’s transformation and portfolio de‑risking .
- Independence & conflicts: Affirmed independent; no related‑party transactions involving the director disclosed; robust related‑party review protocols in Governance & Nominating .
- Alignment signals: Quarterly RSU grants and mandatory director ownership policy align interests; strict prohibitions on pledging/hedging mitigate misalignment risks .
- RED FLAGS: None identified in proxy — strong attendance, independence affirmed, no pledging/hedging permitted, and no director‑specific related‑party exposure disclosed .
Overall, Lamm‑Tennant’s insurance and risk strategy background, combined with chairing Strategy and serving on Compensation and Governance, supports Ambac’s transformation priorities while maintaining investor‑aligned governance (ownership policy, RSUs, independent committees, and conflict controls) .