Sharon Smith
About Sharon Smith
R. Sharon Smith, age 54, is Executive Vice President and Group Chief Operating Officer of Ambac Financial Group (appointed September 26, 2025), after serving as EVP and Chief Strategy Officer since February 2023 and previously as Chief of Staff and Senior Managing Director from May 2017 to February 2023 . She is a seasoned legal and strategy executive with prior roles at Syncora (Associate General Counsel and Head of Investor Relations; GC/CCO of subsidiary Camberlink), New York Life Investment Management (VP & Assistant GC), and earlier practice at Clifford Chance, Skadden Arps, and Weil Gotshal; she also serves on the Board of Embrace Partners, Inc. . Company performance during her leadership period includes 2024 revenue from continuing operations up 89% to $236 million and Adjusted EBITDA to Ambac common stockholders up 43% to $13 million; Cirrata EBITDA margin exceeded 51%, while the 2021–2023 LTIP rTSR modifier reflected a -5.2% TSR relative to peers, reducing PSU payouts by 10% .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Ambac Financial Group | EVP, Group Chief Operating Officer | Sep 2025–present | Co-led operational transition post-AAC sale; governance and compensation redesign |
| Ambac Financial Group | EVP, Chief Strategy Officer | Feb 2023–Sep 2025 | Led corporate services (Strategy, HR, Communications, Model Governance/Analytics) |
| Ambac Financial Group | Chief of Staff; Senior Managing Director | May 2017–Feb 2023 | Enterprise program leadership during transformation toward specialty P&C and distribution |
| Syncora Guarantee Inc. | Associate General Counsel; Head of Investor Relations | Not disclosed | Legal/IR leadership in financial guarantees |
| Camberlink LLC (Syncora subsidiary) | General Counsel; Chief Compliance Officer | Not disclosed | Governance and compliance for subsidiary operations |
| New York Life Investment Management | VP & Assistant General Counsel (Corporate Securities) | Not disclosed | Corporate securities legal leadership |
| Clifford Chance; Skadden Arps; Weil Gotshal | Attorney | Not disclosed | Large-firm legal training in capital markets/M&A |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Embrace Partners, Inc. | Board Member | Current | Company-disclosed current directorship |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary ($) | 500,000 | 500,000 | 500,000 |
| Target bonus % of salary | Not disclosed | Not disclosed | ≥70% per employment agreement (10/5/2023) |
| Actual annual bonus (STIP) ($) | 685,400 | 693,000 | 619,200 |
Performance Compensation
2024 Plan-Based Equity Grants (LTIP)
| Grant type | Grant date | Target (#) | Max (#) | Grant-date fair value ($) |
|---|---|---|---|---|
| PSUs | Mar 13, 2024 | 36,393 | 72,786 | 580,104 |
| RSUs | Mar 13, 2024 | 15,597 | n/a | 236,918 |
| Vesting | — | — | — | RSUs vest in three equal installments on 3/13/2025, 3/3/2026, and 3/3/2027; PSUs settle within 75 days after 12/31/2026 subject to performance and rTSR modifier |
2024 STIP Metrics (basis for NEO cash bonus)
| Metric | Weighting | Threshold | Target | Maximum | Actual |
|---|---|---|---|---|---|
| Earned premium and program fees at Everspan ($mm, 4Q) | 28.6% | 28 | 31 | 34 | 22.9 |
| Underwritten programs at Everspan (#) | 7.1% | 6 | 8 | 10 | 8 |
| New MGAs/other program business ≥$5mm at Cirrata (#) | 14.3% | 4 | 6 | 8 | 13 |
| EBITDA margin at Cirrata (%) | 21.4% | 35% | 45% | 50% | 51.5% |
| Net Par Outstanding ($bn) | 14.3% | 17.8 | 17.4 | 16.8 | Committee credited due to AAC sale agreement |
| Gross Operating Run Rate Expense ($mm, 4Q) | 14.3% | 15.1 | 14.6 | 14.2 | 13.9 |
Note: 70% of STIP tied to financial metrics above; 30% to strategic goals in 2024. For 2025, STIP metrics shift to Adjusted EBITDA Margin (40%), Everspan Combined Ratio (20%), and Revenue Growth (40%); strategic goal discretion eliminated .
2024 LTIP PSU Performance Curve (3-year performance; rTSR modifier ±20%)
| Metric | Weighting (approx.) | 0% Payout | 100% Payout | 200% Payout |
|---|---|---|---|---|
| Cirrata cumulative GWP ($mm) | ~39% | 983.0 | 1,092.0 | 1,256.0 |
| Cirrata cumulative EBITDA ($mm) | ~39% | 44.0 | 49.0 | 56.0 |
| Everspan cumulative GWP ($mm) | ~39% | 1,374.0 | 1,566.0 | 1,723.0 |
| Everspan cumulative EBITDA ($mm) | ~39% | 31.5 | 40.0 | 46.5 |
| WLACC Outstanding at AAC ($bn) | ~22% | 3.8 | 3.4 | 3.0 |
Additional context: 2021 PSU awards (settled in early 2024) paid at 152.2% after a -10% rTSR modifier; Ms. Smith realized $733,281 at settlement .
2025 Special Awards (new Smith Employment Agreement)
- Special cash award: $500,000 within 30 days of effective date; forfeiture/clawback if Cause/voluntary quit without Good Reason within 12 months .
- Special RSU award: $500,000 grant value; vests in full on first anniversary of grant date .
- Special performance stock options: 284,125 shares; 10-year term; exercise price at grant close; vesting requires one-year service plus stock price hurdles on 30-day VWAP maintained for 60 trading days: 40% at $18.00, 20% at $21.50, 20% at $25.00, 20% at $30.00 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (4/3/2025) | 235,302 shares; less than 1% of class |
| Unvested RSUs (12/31/2024) | 31,276 units; $395,641 market value at $12.65 |
| Unearned PSUs (target, 12/31/2024) | 110,713 units; $1,400,519 market/payout value at $12.65 |
| PSU acceleration (9/30/2025) | 79,441 PSUs vested (combining 2023 at 121.5% and 2024 at 100% targets) due to legacy business sale completion |
| Stock ownership policy | Executive Stock Ownership and Retention Policy in place; company prohibits hedging or pledging |
| Director ownership policy (reference) | Separate director policy exists; not applicable to Ms. Smith |
Vesting schedules:
- RSUs granted 3/13/2024 vest in equal thirds on 3/13/2025, 3/3/2026, 3/3/2027; RSUs granted 3/3/2023 vest on 3/3/2024, 3/3/2025, 3/3/2026; 2/28/2022 RSUs vested 2/28/2023, 2/28/2024, 2/28/2025 .
- Special 2025 RSU vests in full on first anniversary of grant; PSOs vest upon service plus price hurdles as above .
Employment Terms
| Term | Oct 5, 2023 Agreement | Sept 29, 2025 Agreement (current) |
|---|---|---|
| Role | EVP, Chief Strategy Officer | EVP, Group Chief Operating Officer |
| Base salary | ≥$500,000 | $500,000 |
| Target bonus | ≥70% of base salary | 75% of base salary |
| Target LTI | ≥$350,000 | $650,000 starting in calendar 2026 |
| Severance (no CoC) | 1.5x salary + target bonus; pro‑rated target annual bonus; benefits continuation (12 months in 2023 agreement) | 1.5x salary + target bonus; pro‑rated annual bonus based on actual performance; outplacement and up to 24 months COBRA-equivalent benefits |
| Severance (with CoC) | Not specified in 2023 summary | 2.0x salary + target bonus; pro‑rated bonus at target; immediate vesting of time-based awards; PSUs vest at greater of target or actual (or plan terms if more favorable) |
| Special awards | — | $500k cash (12‑month clawback); $500k RSU (1‑year vest); 284,125 PSOs with $18/$21.50/$25/$30 30‑day VWAP hurdles; 10‑year term |
| Term/renewal | 1-year term; auto‑renews annually unless 90 days’ notice | 1-year term from effective date; auto‑renews annually unless 90 days’ notice |
| Restrictive covenants | Company recoupment policy | 12-month non-compete; 24-month non‑solicit; confidentiality; mutual non‑disparagement; cooperation obligations |
| Tax gross‑ups | Company policy not to provide tax gross‑ups | Company policy not to provide tax gross‑ups |
No related‑party transactions were disclosed for Ms. Smith under Item 404(a) .
Performance & Track Record
- 2024 business execution: Ambac executed sale agreement for the legacy AAC business to Oaktree for $420 million and acquired a majority stake in Beat Capital; specialty P&C premiums rose 74% to $876 million, Cirrata revenue grew 93% to $99 million, and total revenue from continuing operations increased 89% to $236 million .
- Operational efficiency: Gross Operating Run Rate Expense reduced to $13.9 million in 4Q24; Cirrata EBITDA margin exceeded 51% .
- Governance and pay alignment: 2024 Say‑on‑Pay support was ~95% of votes cast; 2025 STIP redesign centers on profitability and growth metrics, removing discretionary strategic goals .
- Transition incentives post‑AAC sale: 2023–2024 PSUs for Ms. Smith were accelerated (79,441 units vested) due to legacy metric obsolescence after closing, and new price‑hurdled PSOs were granted to align with long‑term shareholder value .
Compensation Structure Analysis
- Cash vs equity mix: Ms. Smith’s 2024 compensation comprised $500k salary, $619.2k cash STIP, and $817.0k in stock awards (vs. $889.7k in 2023), indicating continued emphasis on equity despite lower 2024 grant value; total comp decreased to $1.96m from $2.12m in 2023 .
- Shift to performance‑levered equity: 2025 special PSOs introduce multi‑tier price hurdles, heightening performance leverage versus time‑based RSUs; 2025 STIP metrics focus fully on margin/combined ratio/revenue growth, improving pay‑for‑performance line‑of‑sight .
- Clawbacks and governance: Company maintains a broad recoupment policy and bans hedging/pledging; special cash award carries 12‑month forfeiture/clawback conditions, enhancing downside accountability .
Equity Ownership & Alignment (detail table)
| Item | Value |
|---|---|
| Shares beneficially owned (4/3/2025) | 235,302; <1% of outstanding |
| RSUs unvested (12/31/2024) | 31,276 ($395,641 at $12.65) |
| PSUs unearned (target, 12/31/2024) | 110,713 ($1,400,519 at $12.65) |
| Executive stock policies | Ownership/retention policy; hedging/pledging prohibited |
Employment Terms (severance and CoC economics summary)
- Without Cause/Good Reason: Cash severance 1.5x (salary + target bonus), pro‑rated annual bonus (actual), up to 24 months benefits and outplacement; special cash repayment obligation lapses; special RSU/PSO service conditions deemed satisfied; PSO can continue to vest if price hurdles met .
- Change in Control: Cash severance 2.0x (salary + target bonus), pro‑rated annual bonus (target), immediate vesting of time‑based equity; PSUs vest at greater of target or actual; treatment may follow more favorable plan/award terms if applicable .
Investment Implications
- Alignment and upside leverage: The 2025 PSO grant (284,125 shares) with multi‑year price hurdles ties significant upside to sustained share price appreciation, aligning incentives with long‑term holders; RSUs are a smaller component relative to PSOs and PSUs, limiting non‑performance windfalls .
- Near‑term supply/pressure: PSU acceleration (79,441 shares vested on 9/30/2025) plus a $500k RSU vesting in late 2026 create potential windows for insider selling; monitor Form 4 filings around those dates for flow‑through effects on float .
- Retention and continuity: The 1-year term with automatic renewals, 12‑/24‑month restrictive covenants, and step‑up to 2.0x CoC severance reduce transition risk during Ambac’s post‑AAC repositioning; special cash award features a 12‑month clawback to discourage early departure .
- Pay‑for‑performance momentum: 2025 STIP metric reset and continued PSU weighting support improved pay/outcome linkage; continued tracking of Cirrata margins, Everspan combined ratio, and revenue growth will be key to bonus outcomes and long‑term value creation .