Kristi Matus
About Kristi A. Matus
Independent director since June 22, 2023 (age 57), Chair of the Compensation Committee and member of the Audit Committee, designated as an “audit committee financial expert.” Over 30 years in finance, risk management, and corporate governance across insurance and technology; currently Chair of the Board of Cerence, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Buckle Agency LLC | Chief Financial Officer & Chief Operating Officer | Oct 2020–Jul 2022 | Led finance/operations for a digital insurance platform focused on rideshare/delivery MGAs |
| Thomas H. Lee Partners L.P. | Executive Advisor (Healthcare IT portfolio) | 2017–2020 | Strategy, talent, and integration support ahead of acquisitions |
| athenahealth, Inc. | EVP & Chief Financial & Administrative Officer | 2014–2016 | Enterprise finance and administration for health-tech operations |
| Aetna, Inc. | EVP & Head of Government Services | Prior to 2014 (dates not specified) | Oversaw Medicare/Medicaid, public and labor, and Federal employee health plans |
| USAA | Executive VP & Chief Financial Officer; other senior roles | Prior roles (dates not specified) | CFO leadership in insurance/financial services |
| Thrivent | Various financial/operational roles | Early career (over a decade) | Foundational finance/operations experience |
External Roles
| Company | Role | Status/Timing |
|---|---|---|
| Cerence, Inc. | Chair of the Board | Current (as of 2025) |
| Equitable Holdings, Inc. | Director | As of 2023 proxy (not reiterated in 2025 proxy) |
| AllianceBernstein Holdings L.P. | Director | As of 2023 proxy (not reiterated in 2025 proxy) |
Board Governance
- Committee assignments: Compensation Committee Chair; Audit Committee member; Audit Committee financial expert designation .
- Independence: Board determined Matus is independent under NYSE standards .
- Attendance: Board met 18 times in 2024; each director attended at least 97% of Board and committee meetings .
- Committee activity: Compensation Committee met 11 times in 2024; Audit Committee met 5 times in 2024 .
- Executive sessions held at each regularly scheduled Board meeting without management present .
Fixed Compensation
| Year | Cash Retainer and Chair Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | 43,889 | 102,850 | 146,739 |
| 2024 | 120,834 | 199,648 | 320,482 |
Program structure:
- Annual cash retainer $100,000; quarterly RSU grants $50,000; Compensation Committee Chair fee $25,000 .
- RSUs vest one year from grant; settlement deferred until director leaves the Board or upon certain events (e.g., change in control) .
Performance Compensation
| Grant Date (2024) | RSUs Granted (units) | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|
| Jan 1, 2024 | 3,147 | 51,862 | One-year from grant |
| Apr 1, 2024 | 3,299 | 51,101 | One-year from grant |
| Jul 1, 2024 | 3,699 | 46,274 | One-year from grant |
| Oct 1, 2024 | 4,497 | 50,411 | One-year from grant |
Notes:
- Non-employee director equity awards are time-based RSUs only; no director PSUs, options, or performance metrics are disclosed for directors .
- Mandatory shareholding policy: Directors must hold the lesser of $800,000 in value or 40,000 shares within five years; all meet except Matus (joined in 2023) .
Other Directorships & Interlocks
| Relationship | Detail | Potential Interlock/Conflict |
|---|---|---|
| Cerence Chair | Automotive software; entirely independent of specialty insurance operations | No AMBC disclosed related party transactions involving Matus |
| Historical: Equitable Holdings, AB L.P. | Financial/asset management boards (as of 2023 proxy) | No AMBC disclosed related party transactions involving Matus |
AMBC’s Related Party Transactions Policy requires Governance & Nominating Committee approval for any related party transactions >$120,000; no such transactions involving Matus are disclosed in 2024/2025 proxies .
Expertise & Qualifications
- Skills: CFO experience; insurance expertise; risk management; corporate governance .
- Designation: Audit committee financial expert .
- Insurance and technology sector breadth supports Compensation Committee leadership and Audit oversight .
Equity Ownership
| As of Record Date (Apr 3, 2025) | Shares Beneficially Owned | % of Outstanding | RSUs Included in Beneficial Ownership |
|---|---|---|---|
| Kristi A. Matus | 35,398 | <1% | 26,398 |
Context:
- Shares outstanding at Record Date: 51,091,190 .
- RSUs settle upon leaving Board; RSUs vesting more than 60 days after Record Date excluded per SEC rules .
- Policies prohibit hedging or pledging company stock as part of governance/compensation practices .
- Director ownership guideline: $800,000 or 40,000 shares within five years; Matus not yet in compliance due to recent appointment .
Insider Trades
| Date | Transaction | Shares | Price | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|
| Sep 29, 2025 | Conversion (change-of-control related) | 39,179 | $0 | 48,179 | |
| Oct 1, 2025 | RSU grant | 4,126 | $0 | +4,126 RSUs | |
| Jul 1, 2025 | RSU grant | 7,053 | $0 | +7,053 RSUs | |
| Sep 27, 2024 | Open market purchase | 9,000 | $11.19 | +9,000 | |
| Jul 1, 2024 | Form 4 filed (RSUs) | Notional RSU filing | — | — |
Note: Additional director RSU grants in 2024 are detailed in the proxy (not necessarily reflected in the Form 4 aggregation above) .
Governance Assessment
- Strengths: Independent director; chairs Compensation Committee with use of independent consultant (Meridian) and robust incentive design oversight; audit financial expert; high attendance in 2024 across Board/committees; clear related party transaction policy; prohibition on hedging/pledging .
- Alignment: Quarterly RSU grants with one-year vesting and deferred settlement promote long-term alignment; mandatory ownership guideline with a five-year compliance window .
- Watch items: Not yet at ownership guideline due to 2023 start; director equity is time-based (no performance metrics), which is common for directors but reduces pay-for-performance linkage versus PSUs; monitor any interlocks given her Chair role at Cerence (no AMBC conflicts disclosed) .
- Signals: Compensation Committee met 11 times in 2024 (active oversight); Audit Committee met 5 times; Board held executive sessions each meeting—supporting board effectiveness .
RED FLAGS: None disclosed specific to Matus—no related-party transactions, no pledging/hedging, no attendance issues; ownership guideline shortfall is within normal window for new directors .