Michael Price
About Michael Price
Michael D. Price (age 58) has served as an independent director of Ambac Financial Group, Inc. since June 22, 2023. He is a seasoned insurance executive and actuary: former President & CEO of Platinum Underwriters Holdings, Ltd. (2005–2015), with prior leadership roles at Platinum US and The St. Paul Companies’ reinsurance segment; he is a Fellow of the Casualty Actuarial Society and a Financial Risk Manager (GARP) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Platinum Underwriters Holdings, Ltd. | President & CEO | 2005–2015 | Led publicly traded global P&C reinsurer |
| Platinum US | President | 2002–2005 | Senior leadership in U.S. operations |
| The St. Paul Companies (reinsurance segment) | Chief Underwriting Officer | Prior to 2005 | Oversaw underwriting for predecessor segment |
| Associated Aviation Underwriters Inc. (Global Aerospace UM) | Chief Operating Officer | Earlier career | Aviation insurance MGU leadership |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| The Hanover Insurance Group, Inc. | Director | 2017–2020 | Committee roles not disclosed in AMBC proxy |
Board Governance
- Independence: The Board determined Mr. Price is independent under NYSE rules .
- Committee assignments:
- Audit Committee (member; designated Audit Committee Financial Expert)
- Compensation Committee (member)
- Strategy Committee (member)
- Attendance and engagement:
- Board met 18 times in 2024; each director attended at least 97% of Board and committee meetings on which they served (applies to Mr. Price) .
- Executive sessions of independent directors held with each regular Board meeting; no management present .
- Leadership: Board Chair is Jeffrey S. Stein; roles of Chair and CEO are separated .
Fixed Compensation
| Component | 2024 Amount | Terms |
|---|---|---|
| Annual cash retainer | $100,000 | Paid monthly to non-employee directors |
| Committee chair fees | $0 | Chairs receive incremental fees; Mr. Price not a chair |
| Equity (RSUs) – grant-date fair value | $199,648 | Four quarterly RSU grants (~$50,000 each) with one-year vesting; settlement deferred until departure from Board |
| Meeting fees | Not disclosed | Company reimburses reasonable out-of-pocket expenses |
| 2024 total director comp | $299,648 | Cash + stock awards |
RSU grant specifics (2024):
- Grant-date fair values per quarter: $51,862 (Jan 1), $51,101 (Apr 1), $46,274 (Jul 1), $50,411 (Oct 1) .
- Units granted per quarter: 3,147 (Jan 1), 3,299 (Apr 1), 3,699 (Jul 1), 4,497 (Oct 1) .
Performance Compensation
Directors receive time-based RSUs only; no performance-based metrics apply to non-employee director equity at Ambac. RSUs vest one year from grant date and settle upon departure from the Board; RSUs are subject to accelerated vesting under certain circumstances (e.g., change in control) .
| RSU Grant | Grant-Date Fair Value ($) | Units Granted | Vesting Date | Settlement |
|---|---|---|---|---|
| Jan 1, 2024 | $51,862 | 3,147 | Jan 1, 2025 | Upon Board departure/change in control circumstances |
| Apr 1, 2024 | $51,101 | 3,299 | Apr 1, 2025 | Upon Board departure/change in control circumstances |
| Jul 1, 2024 | $46,274 | 3,699 | Jul 1, 2025 | Upon Board departure/change in control circumstances |
| Oct 1, 2024 | $50,411 | 4,497 | Oct 1, 2025 | Upon Board departure/change in control circumstances |
Other Directorships & Interlocks
| Company | Relationship to AMBC | Potential Interlock/Conflict Notes |
|---|---|---|
| The Hanover Insurance Group, Inc. (2017–2020) | Unrelated insurer | No AMBC-related supplier/customer link disclosed in proxy; no interlocks identified |
Expertise & Qualifications
- Fellow, Casualty Actuarial Society; FRM (GARP) .
- 35+ years in insurance/reinsurance underwriting, risk, and executive leadership; former CEO of a public reinsurer .
- Designated Audit Committee Financial Expert; financially literate per SEC/NYSE standards .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (as of Apr 3, 2025) | 115,710 shares; less than 1% of outstanding |
| RSUs counted toward beneficial ownership (per footnote) | 26,398 RSUs |
| Shares outstanding (record date basis) | 51,091,190 shares |
| Ownership guidelines | Must hold the lesser of $800,000 of stock or 40,000 shares within five years; directors (other than Ms. Matus) currently meet requirements (implies Price in compliance) |
| Hedging/pledging policy | Company maintains policies prohibiting hedging or pledging of Ambac stock |
| Pledged/hedged shares | None disclosed for Mr. Price in proxy |
Governance Assessment
- Board effectiveness and independence: Strong—Mr. Price is one of six independent directors; Board runs executive sessions each meeting; separation of Chair/CEO enhances oversight .
- Committee load and expertise: Price sits on three key committees (Audit, Compensation, Strategy), and is designated an Audit Committee Financial Expert—supports robust financial oversight .
- Attendance/engagement: High engagement—each director attended ≥97% of Board and committee meetings; Board met 18 times in 2024, with active committee calendars (Audit 5, Compensation 11, Governance 5, Strategy 6) .
- Director compensation alignment: Mix of cash retainer and deferred RSUs; quarterly RSUs vest in 1 year but settle at departure, promoting long-term alignment; no meeting fees; chair premia only for chairs (Price not a chair) .
- Ownership alignment: Beneficial ownership plus RSUs and compliance with stringent director stock ownership policy—positive alignment signal; no pledging/hedging disclosed .
- Related-party/conflicts: Ambac has a formal Related Party Transactions Policy; no related-party transactions disclosed involving Mr. Price—no conflict flags noted .
- Compensation committee governance: Price serves on Compensation Committee; Committee is independent, met 11 times, and uses an independent consultant (Meridian)—sound process; no interlocks .
- Shareholder sentiment: Say-on-pay support ~95% in 2024—indicates strong investor confidence in compensation governance .
Red Flags: None disclosed specific to Mr. Price (no related-party transactions, no pledging/hedging, high attendance, independent status). Continued monitoring advised given Ambac’s strategic transformation and change-in-control accelerations for executives (not directors), but no anomalies tied to Mr. Price .