DEF 14A of Essent Group Ltd.
Filed Mar 29, 2024 · FY20230001104659-24-041154
Proposal No. 1: Election of Directors
Proposal No. 1: Election of Directors Our Board of Directors currently consists of nine directors. Our Bye-laws provide that our Board is divided into three classes consisting, as nearly as possible, of one-third of the total number of directors constituting the entire Board. Our directors hold office until their successors have been elected and qualified, or the earlier of their death, resignation or removal. Vacancies on the Board of Directors may be filled by shareholders or the Board. Our system of electing and removing directors may delay or prevent a change of our management or a change in control of our Company. At the Annual Meeting, shareholders will elect three individuals to serve as Class I directors to hold office until our 2027 Annual General Meeting of Shareholders or until his or her successor has been duly elected and qualified or his or her earlier resignation or removal. Each of Aditya Dutt, Henna Karna and Roy J. Kasmar has been nominated to stand for election at the Annual Meeting to serve as a Class I director. These nominees were recommended and approved for nomination by the Nominating, Governance and Corporate Responsibility Committee of our Board of Directors. Proxies cannot be voted for a greater number of persons than the number of nominees named. If you sign and return the accompanying proxy, your shares will be voted for the election of the three nominees recommended by our Board of Directors unless you mark the proxy in such a manner as to withhold authority to vote or as to vote for one or more alternate candidates. If, for any reason, any nominee is unable or unwilling to serve, the persons named in the proxy will use their best judgment in selecting and voting for a substitute candidate, or our Board of Directors may reduce the number of Class I directors. Our Board of Directors, however, has no reason to believe that any of the nominees will be unable or unwilling to be a candidate for election at the time of the Annual Meeting. Directors are elected by a majority of votes cast at the Annual Meeting.
Proposal No. 1: Election of Directors
| The Board of Directors recommends a vote FOR the election of each of the nominated individuals. | FOR Each Nominee |
Director Criteria, Qualifications, Experience and Tenure
Director Criteria, Qualifications, Experience and Tenure The Nominating, Governance and Corporate Responsibility Committee of our Board of Directors is responsible for recommending to our Board of Directors candidates for nomination and election as directors at annual general meetings of shareholders or for appointment to fill vacancies on the Board. The Nominating, Governance and Corporate Responsibility Committee annually reviews with the Board the applicable skills and characteristics required of Board nominees in the context of current Board composition and company circumstances. In making its recommendations to our Board of Directors, the Nominating, Governance and Corporate Responsibility Committee considers, among other things, the qualifications of individual director candidates in light of the criteria described below. In accordance with its charter, the Nominating, Governance and Corporate Responsibility Committee may use a variety of sources, including but not limited to executive search firms, to identify director candidates, and has the authority to retain and approve compensation for such firms. In evaluating a candidate, our Nominating, Governance and Corporate Responsibility Committee and our Board of Directors take into account a variety of factors, including: • high personal and professional ethics, values and integrity; • sound business judgment and financially literacy; • diversity of point of view, including the candidate’s education, skill, professional background, personal accomplishments, geography, race, gender, age, ethnic background, national origin, experience with mortgage, insurance, reinsurance or other businesses and organizations that our Board deems relevant and useful, including whether such attributes or background would contribute to the diversity of the Board as a whole; • ability and willingness to serve on any committees of our Board of Directors; • ability and willingness to commit adequate time to the proper functioning of our Board of Directors and its committees; and • any criteria regarding independence and other matters required by the New York Stock Exchange (NYSE) or other applicable law or regulations. The Nominating, Governance and Corporate Responsibility Committee and Board of Directors evaluate each individual in the context of the Board as a whole, with the objective of recommending a group that can perpetuate the success of our business and represent shareholder interests through the exercise of sound judgment, using its diversity of experience. Our Nominating, Governance and Corporate Responsibility Committee and Board of Directors evaluates the Board’s own composition in the context of the diverse experiences and perspectives that the directors collectively bring to the boardroom. Their backgrounds provide the Board with valuable insights in areas such as:
Director Criteria, Qualifications, Experience and Tenure
| | Executive Leadership | | Information Technology and Cybersecurity | | Risk Management | | | Accounting and Financial | | Corporate Governance and Responsibility | | Active Community Service | | | Financial Services | | Insurance and Reinsurance | | Compensation |
Director Criteria, Qualifications, Experience and Tenure
The experiences, qualifications and skills of each director that the Board considered in his or her nomination are listed beside the directors’ individual biographies on the following pages. Based on the information available to it about a potential nominee, the Nominating, Governance and Corporate Responsibility Committee makes an initial determination whether to conduct a full evaluation of a candidate. As part of the full evaluation process, the Nominating, Governance and Corporate Responsibility Committee may conduct interviews, obtain additional background information and conduct reference checks of potential nominees. The Nominating, Governance and Corporate Responsibility Committee may also ask potential nominees to meet with management and other members of our Board of Directors. After completing this evaluation process, the Nominating, Governance and Corporate Responsibility Committee makes a recommendation to the full Board of Directors, which makes the final determination whether to nominate the candidate for election as a director. The Board has concluded that each nominee for election as a Class I director should serve as a director based on the specific experience and attributes listed beside each such nominee’s biography below and the Board’s knowledge of that nominee, including the insight and collegiality that nominee is expected to bring to the Board’s functions and deliberations. The Nominating, Governance and Corporate Responsibility Committee and the Board consider director tenure in making Board nomination decisions and believe that it is desirable to maintain a mix of longer-tenured, experienced directors and newer directors with fresh perspectives. While we believe that longer-tenured, experienced directors, who have accumulated a substantial understanding of our business during their service, are a significant strength of the Board, we also believe that we benefit from the skill sets and perspectives of our newest directors. Each director is expected to maintain an acceptable level of attendance, preparedness and participation with respect to meetings of the Board of Directors and its committees. In determining whether to recommend a director for re-election, the Nominating, Governance and Corporate Responsibility Committee also considers the director’s past attendance at meetings, participation in and contributions to the activities of our Board of Directors, and the results of the most recent Board self-evaluation.
Annual Board Evaluation Process
Annual Board Evaluation Process Our Board of Directors recognizes that a robust and constructive evaluation process is an essential part of good corporate governance and board effectiveness. The evaluation processes utilized by the Board are designed and implemented under the direction of the Nominating, Governance and Corporate Responsibility Committee and aim to assess Board and committee effectiveness as well as individual director performance and contribution levels. Each year, our directors complete governance questionnaires and self-assessments. These questionnaires and assessments facilitate a candid assessment of: the Board’s performance in areas such as business strategy, risk oversight, talent development and succession planning and corporate governance; the Board’s structure, composition and culture; and the mix of skills, qualifications and experiences of our directors. The Nominating, Governance and Corporate Responsibility Committee and Board consider the results of the annual evaluations in connection with their review of director nominees to ensure the Board continues to operate effectively.
Shareholder Nominees for the Board of Directors
Shareholder Nominees for the Board of Directors Shareholders desiring to recommend nominees for election as directors should submit their recommendations in writing to our Secretary at Essent Group Ltd., Clarendon House, 2 Church Street, Hamilton HM11, Bermuda. Recommendations from shareholders should include pertinent information concerning the proposed nominee’s background and experience. The Nominating, Governance and Corporate Responsibility Committee may consider, as one of the factors in its evaluation of shareholder recommended nominees, the size and duration of the interest of the recommending shareholder or shareholder group in our capital stock. The Nominating, Governance and Corporate Responsibility Committee may also consider the extent to which the recommending shareholder intends to continue holding its interest in our capital stock, including, in the case of nominees recommended for election at an annual general meeting of shareholders, whether the recommending shareholder intends to continue holding its interest at least through the time of such annual general meeting of shareholders.
Information Concerning Directors
Information Concerning Directors
Experience, Qualifications and Skills
Experience, Qualifications and Skills
Experience, Qualifications and Skills
| Name | Age | Director Since | Current Position | | Mark A. Casale | 59 | 2008 | Chairman of the Board, President and Chief Executive Officer | | Aditya Dutt | 48 | 2010 | Director | | Robert Glanville | 57 | 2008 | Director | | Angela L. Heise | 49 | 2018 | Director | | Henna Karna | 47 | 2022 | Director | | Roy J. Kasmar | 68 | 2013 | Director | | Allan Levine | 55 | 2020 | Director | | Douglas J. Pauls | 65 | 2013 | Director | | William Spiegel | 61 | 2008 | Director |
Experience, Qualifications and Skills
| | | Casale | Dutt | Glanville | Heise | Karna | Kasmar | Levine | Pauls | Spiegel | | | Executive Leadership and Management | X | X | X | X | X | X | X | X | X | | | Accounting and Financial | X | X | X | | | X | X | X | X | | | Financial Services | X | X | X | | X | X | X | X | X | | | Information Technology and Cybersecurity | | | | X | X | | | | | | | Corporate Governance and Responsibility | X | X | | | | X | X | X | X | | | Insurance and Reinsurance | X | X | X | | X | X | X | X | X | | | Risk Management | X | X | | X | X | | X | | X | | | Compensation | | | | | | X | X | X | X | | | Public Company Board Experience | | | X | | X | | | X | X |
Nominees for Election as Class I Directors for a Three-Year Term Continuing Until the 2027 Annual General Meeting of Shareholders
Nominees for Election as Class I Directors for a Three-Year Term Continuing Until the 2027 Annual General Meeting of Shareholders The experiences, qualifications and skills of each director that the Board considered in his or her nomination for election as a Class I director are included below the nominee directors’ individual biographies below. The Board concluded that each nominee should serve as a Class I director based on the specific experience and attributes listed below each director nominees’ biography and the Board’s knowledge of each director nominee, including the insight and collegiality each nominee is expected to bring to the Board’s functions and deliberations.
Nominees for Election as Class I Directors for a Three-Year Term Continuing Until the 2027 Annual General Meeting of Shareholders
| Aditya Dutt | | | | Director Term Expires 2024 | BACKGROUND Mr. Dutt has served as a partner and the president of Aeolus Capital Management Ltd., a Bermuda-based reinsurance and insurance-linked securities (ILS) focused investment fund manager, since July 2021. Mr. Dutt previously held various roles with RenaissanceRe Ltd., a Bermuda-based reinsurance company, from 2008 to July 2020 including most recently serving as the senior vice president of RenaissanceRe Holdings Ltd., president of RenaissanceRe Underwriting Managers, Ltd. and a member of RenaissanceRe’s executive committee. Mr. Dutt’s responsibilities with RenaissanceRe included managing RenaissanceRe’s reinsurance joint ventures, and portfolio of strategic investments and leading the company’s corporate development and M&A efforts. Prior to joining RenaissanceRe, Mr. Dutt served as executive director in Morgan Stanley’s investment banking division in New York and Hong Kong, responsible for executing strategic transactions including mergers, acquisitions, divestitures and capital-raising for the insurance and reinsurance industry. Prior to Morgan Stanley, Mr. Dutt worked at Salomon Brothers in the corporate finance and fixed income departments in Hong Kong. Mr. Dutt holds a BA in mathematics from Dartmouth College. | QUALIFICATIONS Mr. Dutt is qualified to serve on our Board of Directors because of his experience in the insurance and reinsurance industry. |
Nominees for Election as Class I Directors for a Three-Year Term Continuing Until the 2027 Annual General Meeting of Shareholders
| Henna Karna | | | | Director Term Expires 2024 | BACKGROUND Dr. Karna has more than 25 years of experience leading digital, data and advanced analytics across the high-tech, consumer packaged goods, risk management and insurance industries. From 2020 to 2023, Dr. Karna was a global general manager at the high-tech firm Google (Alphabet Inc.), focusing on strategy, solutions, roadmap, and innovation across the financial services, insurance, reinsurance and risk management industry. From 2017 to 2020, Dr. Karna served as executive vice president and global chief data officer of AXA XL, the property and casualty, specialty risk, risk management and reinsurance subsidiary of AXA, a global insurance company. Prior to that, Dr. Karna served from 2015 to 2016 as a managing director and the global actuarial chief information officer of American International Group, Inc. (AIG), a multinational finance and insurance corporation, and held various roles with Verisk Analytics, Inc., a data and analytics and risk management firm, from 2009 to 2015, including most recently serving as the president of its Verisk Digital Services business unit. Dr. Karna currently serves as a director of Hamilton Insurance Group, Ltd., a global specialty insurance and reinsurance company. Dr. Karna holds an MBA from the Massachusetts Institute of Technology, doctorate and masters degrees from the University of Massachusetts, and a bachelors degree in mathematical sciences from Worcester Polytechnic Institute. | QUALIFICATIONS Dr. Karna is qualified to serve on our Board of Directors because of her extensive experience in the areas of insurance and data analytics. |
Nominees for Election as Class I Directors for a Three-Year Term Continuing Until the 2027 Annual General Meeting of Shareholders
| Roy J. Kasmar | | | | Director Term Expires 2024 | BACKGROUND Mr. Kasmar is currently the president of Kazmar Co. LLC, which provides advisory services to the mortgage and mortgage insurance industry. Mr. Kasmar has over 30 years of experience in the mortgage and mortgage insurance industry. Prior to forming Kazmar Co. LLC, Mr. Kasmar served as the president of Radian Group Inc. and Radian Guaranty Inc., a private mortgage insurer, from 1999 to 2007. Prior to joining Radian, Mr. Kasmar served as the president and chief operating officer of Amerin Guaranty Corporation, a mortgage insurer, from 1996 to 1999. Additionally, Mr. Kasmar has held senior management positions with Prudential Home Mortgage, First Boston Capital Group and Chase Home Mortgage. Mr. Kasmar holds a BS in economics and business administration from Drury College and an MBA in finance from Fairleigh Dickinson University. | QUALIFICATIONS Mr. Kasmar is qualified to serve on our Board of Directors because of his experience in the mortgage and mortgage insurance industries, including his prior role as president of Radian Group Inc. and Radian Guaranty Inc. |
Director Compensation
Director Compensation The Compensation Committee reviews and establishes the compensation of our non-employee directors. Our director compensation program is designed to compensate our non-employee directors for their service to the Company and the level of responsibility they have assumed in today’s corporate governance environment. Our Compensation Committee retains the services of an independent compensation consultant, Korn Ferry, to review our non-employee director compensation program in comparison with market data. Each year the Compensation Committee, based on information provided by the independent compensation consultant, reviews the total annual compensation of the non-employee directors, with a goal of positioning director compensation at the median of our peer group at that time (for additional information regarding our peer group see below under “Executives and Executive Compensation—Compensation Discussion and Analysis—Peer Group Composition” on page 33). In February 2024, the Compensation Committee instructed Korn Ferry to re-evaluate the compensation that we pay to our Board of Directors. Based on information provided by Korn Ferry, the Compensation Committee approved modest changes to our non-employee director compensation program commencing in 2024 in order to bring certain elements of the program closer in line with competitive market practices while continuing to position total annual compensation at the median of our peer group. The compensation arrangements for the non-employee directors of the Board for 2023 and 2024 are described below. Mr. Casale, the Chairman of the Board of Directors and our President and Chief Executive Officer, does not receive additional compensation for serving as a member of our Board of Directors.
Director Compensation
| | 2023 | 2024 | | Annual Cash Retainer | $125,000 | $150,000 | | Additional Annual Cash Retainer for Board Committee Chairpersons: | | | | Audit Committee | $25,000 | $30,000 | | Compensation Committee | $25,000 | $25,000 | | Nominating, Governance and Corporate Responsibility Committee | $15,000 | $20,000 | | Technology, Innovation and Operations Committee | $20,000 | $25,000 | | Risk Committee | $20,000 | $25,000 | | Additional Annual Cash Retainer for Lead Independent Director | $25,000 | $30,000 | | Annual Equity Award(1) | $125,000 | $150,000 |
Director Compensation
(1) Award delivered in the form of restricted common share units granted under the Second Amended and Restated Essent Group Ltd. 2013 Long-Term Incentive Plan, or 2013 Plan, on the date of our annual general meeting of shareholders, that vests on the first anniversary of the grant date. If a non-employee director joins our Board of Directors after the grant date for the annual equity award, such director will receive a prorated award based on the date that he or she joined our Board. Our non-employee directors are required to maintain certain ownership levels of our common shares during their service as described above on page 22. The following table sets forth compensation earned by our non-employee directors during the year ended December 31, 2023:
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Non-qualified Deferred Compensation Earnings ($) | All Other Compensation ($)(2) | Total ($) | | Aditya Dutt | 125,000 | 125,018 | — | — | — | 3,011 | 253,029 | | Robert Glanville | 125,000 | 125,018 | — | — | — | 3,011 | 253,029 | | Angela L. Heise | 145,000 | 125,018 | — | — | — | 3,011 | 273,029 | | Henna Karna | 125,000 | 125,018 | — | — | — | 2,818 | 252,836 | | Roy J. Kasmar | 145,000 | 125,018 | — | — | — | 3,011 | 273,029 | | Allan Levine | 150,000 | 125,018 | — | — | — | 3,011 | 278,029 | | Douglas J. Pauls | 150,000 | 125,018 | — | — | — | 3,011 | 278.029 | | William Spiegel | 165,000 | 125,018 | — | — | — | 3,011 | 293,029 |
Director Compensation
(1) The amounts reported in this column represent the aggregate grant date fair value of the restricted common share units granted in 2023 computed in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718. For additional information, including a discussion of the assumptions used to calculate these values, see Note 10 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. On May 3, 2023, each of our continuing non-employee directors serving as of that date received 2,993 restricted share units in respect of their Board service through our 2024 Annual General Meeting of Shareholders. Represents the grant date fair value of dividend equivalent rights credited in respect of then outstanding unvested restricted common share unit awards pursuant to the terms of the applicable award agreements in connection with the payments of our quarterly dividends in the amount of $0.25 per share on each of March 20, 2023, June 12, 2023, September 11, 2023, and December 11, 2023. The March 20, 2023 dividend equivalent rights were credited to the then unvested 2,969 restricted share units granted on May 4, 2022, and the subsequent quarterly dividends were credited to the restricted share units granted on May 2, 2023.
Executive Compensation Best Practices
| | What We Do | | What We Don’t Do | | ✓ | A significant portion of target annual compensation for our named executive officers is “at-risk” compensation, including performance-based incentive and long-term equity-based awards. | ✘ | No significant perquisites. | | ✓ | Maintain robust share ownership guidelines. | ✘ | No special retirement plans for our named executive officers. | | ✓ | Double-trigger equity vesting in respect of time-based restricted common shares upon a change in control. | ✘ | No re-pricing of stock options without shareholder approval. | | ✓ | Prohibit employees from hedging the value of our common shares. | ✘ | No tax gross-ups on excise taxes. | | ✓ | Retain an independent compensation consultant to review our executive compensation program and practices. | ✘ | No dividends or dividend equivalents are paid in respect of unearned performance-based restricted common shares. | | ✓ | Engage with our shareholders. | | | | ✓ | Design our executive compensation programs to manage business and operational risk and to discourage short-term risk taking at the expense of long-term results. | | | | ✓ | NYSE-compliant clawback policy in the event of a financial restatement. | | |
Compensation Philosophy
Compensation Philosophy Our compensation philosophy centers upon: • attracting and retaining industry-leading talent to maximize shareholder value creation over the long-term by targeting compensation levels that are competitive when measured against other companies within our industry; • emphasizing performance-based compensation that appropriately rewards our executives for delivering financial, operational and strategic results that meet or exceed pre-established goals, as reflected in our performance-based annual incentive program as well as through the use of restricted common shares subject to performance-based vesting in our long-term incentive program; rewarding individual performance and contribution to our success; and aligning the interests of our executives with those of our shareholders and the long-term interests of the Company through equity ownership requirements and grants of equity-based awards.
Peer Group Composition
Peer Group Composition In making compensation decisions, the Compensation Committee considers competitive market data presented by its independent compensation consultant, including data derived from a peer group of companies approved by the Committee. In selecting peers, the Compensation Committee seeks to maintain consistency from year to year, to the extent appropriate, and the Compensation Committee’s intention is to update its peer group every other year (other than for events potentially calling for the immediate elimination of a peer group member, such as a merger, acquisition, or bankruptcy of a peer group member). The Compensation Committee selected the members of this peer group based on the consideration of the size (measured by both revenue and market capitalization), industry, the organizational complexity of each company, the companies that we compete with for experienced executives, and the recommendations of its independent compensation consultant. The Compensation Committee elected to continue to use the same peer group for purposes of evaluating compensation for 2023 that was used in 2022, consisting of the following 14 publicly traded companies:
Peer Group Composition
| • Arch Capital Group Ltd. • Assured Guaranty Corporation • Fidelity National Financial Inc. • First American Financial Corp. • Genworth Financial Inc. • Markel Group, Inc. • MGIC Investment Corp. • Mr. Cooper Group Inc. (formerly Nationstar Mortgage Holdings Inc.) | • NMI Holdings, Inc. • PennyMac Financial Services, Inc. • Radian Group Inc. • RenaissanceRe Holdings Ltd. • Stewart Information Services Corp. • W. R. Berkley Corp. |
Peer Group Composition
Based on the peer selection criteria listed above, the Compensation Committee made the following changes in November 2023 (effective for performance periods commencing January 1, 2024) to the peer group: • Genworth Financial, Inc. was removed from the peer group and was replaced with Enact Holdings, Inc., a publicly traded (since 2021), majority-owned subsidiary of Genworth Financial, Inc. which is a monoline mortgage insurance company. • Markel Group Inc. was removed from the peer group due to its large size and business fit considerations. • Old Republic International Corporation and OneMain Holdings, Inc. were added to the peer group due to their operations in the financial services industry and their size relative to ours.
Compensation Objectives and Principles
Compensation Objectives and Principles The Compensation Committee believes that the establishment and maintenance of a competitive executive compensation program is in the best interests of our shareholders. Consistent with our compensation philosophy, the executive compensation program approved by the Compensation Committee is designed to facilitate the attraction and retention of top-caliber talent, and to align the interests of our executives with those of our shareholders. For our fiscal year 2023: target cash compensation of our named executive officers was determined to target the 25th to 50th percentiles of our peer group (see “—Peer Group Composition” above); and • annual incentive opportunities for our named executive officers as a percentage of base salary were determined to target the 50th percentile (median) relative to our peer group.
Elements of Compensation
| Compensation Element | Description | Philosophy Behind Providing Compensation Element | | Annual Compensation: | | | | Annual Base Salary | • Fixed component of annual cash compensation that reflects expertise and scope of responsibilities | • Attract and retain key talent • Provide financial certainty and stability • Recognition of individual performance | | Performance-Based Annual Incentive | • Cash bonus plan based on performance relative to Company and individual objectives. | • Incentivize and motivate our named executive officers to meet or exceed our pre-established annual performance goals • Attract and retain key talent • Reward team success • Align named executive officers’ and shareholders’ interests • Discourages excessive risk taking | | Long-Term Compensation: | | | | Long-Term Incentive Program | • A long-term incentive program using time-vested and performance-based restricted common share awards, with performance-vested awards subject to a multi-year performance period | • Foster a focus on long-term Company performance and long-term success • Attract and retain key talent • Align named executive officers’ and shareholders’ interests • Discourages excessive risk taking | | Other Executive Benefits: | | | | Retirement Programs | • Participation in a 401(k) defined contribution plan, including a matching contribution of 100% of a participant’s contribution up to 5% of the participant’s compensation | • Attract and retain key talent • Provide income security for retirement | | Perquisites | • Financial planning services • Diagnostic wellness examinations | • Assist with financial planning needs so executives can better focus on key responsibilities • Allow executives to focus on general health and well being |
Base Salary
Base Salary Base salaries are an important element of compensation and provide our executive officers with a fixed rate of cash compensation that is “non-variable” during the relevant period. In determining base pay, our Compensation Committee considers the executive’s responsibilities, growth potential, individual performance against predetermined objectives, base salary competitiveness as compared to the external market, and our operating performance. Although the Compensation Committee targeted base salary for 2023 between the 25th and 50th percentiles of our peer group (see “—Peer Group Composition” above), actual base salary may be above or below that range based on the Committee’s review of the underlying scope of a named executive officer’s responsibilities, individual performance and experience, internal pay equity, and retention concerns. The Compensation Committee strives to maintain base salaries at levels that will attract top talent, while linking a significant portion of an executive’s total compensation opportunity to our success. The annual base salaries for our named executive officers for 2023 were:
Performance-Based Annual Incentive Compensation
Performance-Based Annual Incentive Compensation Our Board of Directors approved, and our shareholders first adopted, the Essent Group Ltd. Annual Incentive Plan in 2013, which we refer to as the “Annual Plan.” The Annual Plan was re-approved by our shareholders at our 2017 Annual General Meeting of Shareholders. In 2023, incentive awards were made under our annual leadership bonus program pursuant to the Annual Plan. The Annual Plan is intended to advance the interests of the Company and its shareholders by: • providing those employees designated by the Compensation Committee, which may include our named executive officers, senior vice presidents, other senior executives, and other employees, incentive compensation tied to pre-established performance goals; • identifying and rewarding superior performance; • providing competitive compensation to attract, motivate, and retain outstanding employees who achieve superior performance for us; and • fostering accountability and teamwork throughout the Company. In accordance with the terms of the Annual Plan, the Compensation Committee established our fiscal year (which coincides with the calendar year) as the performance period, designated those executives eligible to participate, set the level of potential awards, and determined the financial targets or other performance measures which, if attained, result in payment of awards under our annual leadership bonus program for 2023 (the “performance goals”).
Performance Targets for Past Year/Performance Period
Performance Targets for Past Year/Performance Period The table below sets forth each named executive officer’s 2023 threshold, target, and maximum annual incentive opportunities under our annual leadership bonus program, expressed as a percentage of base salary.
Performance Targets for Past Year/Performance Period
| 2023 Annual Incentive Opportunity Expressed as a Percentage of Base Salary | | | | | Name | Threshold | Target | Maximum | | Mark A. Casale | 131.25% | 175% | 306.25% | | Christopher G. Curran | 75% | 100% | 175% | | Mary L. Gibbons | 75% | 100% | 175% | | Vijay Bhasin | 75% | 100% | 175% | | David B. Weinstock | 75% | 100% | 175% |
Performance Targets for Past Year/Performance Period
| 2023 Annual Incentive Opportunity—Weighting of Goals | | | | Name | Corporate Goals | Individual Goals | | Mark A. Casale | 100% | — | | Christopher G. Curran | 50% | 50% | | Mary L. Gibbons | 50% | 50% | | Vijay Bhasin | 50% | 50% | | David B. Weinstock | 50% | 50% |
Performance Targets for Past Year/Performance Period
| 2023 Annual Incentive Plan Performance Goals | | | | | | | Goal | Weighting | Threshold | Target | Maximum | Actual | | Optimize portfolio growth, efficiently leveraging operating infrastructure | 30% | $4.50 per share at 10% return on equity | $5.50 per share at 12.5% return on equity | $6.50 per share at 15% return on equity | $6.47 per share at 14.5% return on equity(1) | | Grow core U.S. mortgage insurance and reinsurance franchise with new business value creation: Growth in insurance-in-force (IIF) during the year ended December 31, 2023 (as a percentage of IIF as of December 31, 2023) | 15% | 2.5% | 5% | 7.5% | 5.3% | | Group unit economics (for 2023 new business written) | 15% | 10% | 13% | 16% | 16.1% | | Grow Essent Re mortgage insurance franchise (revenue from 3rd party reinsurance for year ended December 31, 2023) | 15% | $60 million | $70 million | $80 million | $80 million | | Strategic accomplishments | 25% | as determined by the Compensation Committee in February 2023 | | | all strategic accomplishments were completed |
Performance Targets for Past Year/Performance Period
| Name | Individual Performance Goals | | Christopher G. Curran | • Effectively manage operating expenses to optimize MI platform and grow Essent franchise. • Develop and execute strategies to achieve NIW, client activation and maintenance goals while growing insurance in-force. • Complete AWS migration. • Enhance Essent EDGE’s resiliency by developing a relationship with an additional credit bureau. • Continue to enhance and invest in platform modernization, including deployment into production of the proprietary automated underwriting system. • Enhance customer experience and improve customer self-service functionality. |
Performance Targets for Past Year/Performance Period
| Name | Individual Performance Goals | | Mary L. Gibbons | • Lead efforts to close the title insurance acquisition, including purchase documentation, regulatory filings, onboarding of employees, compliance assessment, marketing and communications strategies, and facilities management. • Support other departments in completion of corporate initiatives. • Support efforts to unwind seasoned insurance-linked note transactions that no longer provide PMIERs credit. • Oversee remodeling of US and Bermuda corporate headquarters, including negotiating all leases and license agreements, design and construction. | | Vijay Bhasin | • Continue to enhance EssentEDGE risk management and pricing tool and models. • Support 2023 corporate goals around client activation and maintenance. • Finalize and deploy into production the proprietary automated underwriting system. • Continue to identify and leverage other data sources to improve credit evaluation, including developing a relationship with an additional credit bureau. • Provide risk expertise and analytics to support other corporate cross functional priorities and initiatives. • Support title insurance acquisition, and develop blueprint to expand risk function into this line of business. | | David B. Weinstock | • Actively assist other departments in evaluating opportunities to further optimize capital structure and financial flexibility; evaluate opportunities to further optimize capital structure and financial flexibility. • Invest available cash in the investment portfolio while managing to company liquidity targets; evaluate potential actions in response to developments in financial markets and broad macro conditions. • Support the title insurance acquisition, including the integration of the accounting, finance and forecast functions of acquired companies and the transition of regulatory compliance for those companies. • Build out depth in accounting and finance capabilities to increase the department’s efficiency and productivity. • Complete the implementation of the finance technology tools currently in process; explore other tools to enhance the finance team’s productivity. |
Performance Targets for Past Year/Performance Period
| Name | Target Annual Incentive Bonus – 2023 | Annual Incentive Bonus Award – 2023 | % of Target | | Mark A. Casale | $1,750,000 | $2,850,000 | 163% | | Christopher G. Curran | $650,000 | $1,072,500 | 165% | | Mary L. Gibbons | $500,000 | $875,000 | 175% | | Vijay Bhasin | $450,000 | $675,000 | 150% | | David B. Weinstock | $375,000 | $562,500 | 150% |
Discretionary Bonus Award
Discretionary Bonus Award In February 2024, the Compensation Committee approved a discretionary bonus award to Mr. Casale in excess of his annual incentive opportunity potentially payable pursuant to our Annual Plan. This discretionary bonus was awarded in recognition of contributions to the Company’s strong financial and operating performance and the achievement of significant strategic objectives during 2023. This additional amount, when added to the amount payable pursuant to our Annual Plan, results in a payout that was comparable to the annual incentive compensation, as a percentage of target annual incentive compensation, historically paid to Mr. Casale and our other named executive officers. The amount of the special discretionary bonus award paid to Mr. Casale in cash in February 2024 is set forth in the table below.
Discretionary Bonus Award
| Name | Discretionary Bonus Award – 2023 | | Mark A. Casale | $212,500 |
Long-Term Equity Incentive Compensation
Long-Term Equity Incentive Compensation Through our long-term equity incentive program, we provide our senior executives, including each of our named executive officers, the opportunity to earn equity awards which are in part contingent on the attainment of multi-year performance goals. Our long-term equity incentive awards provide balanced equity incentives that reward executives’ focus on delivering both financial results and long-term growth. Equity-based compensation is used in order to facilitate retention, provide long-term motivation and focus our executives on increasing shareholder value. In addition, we believe that our long-term equity incentive compensation program balances the risks associated with short-term incentive compensation that may reward behavior with short-term benefits that may be less beneficial over the long-term. The target long-term equity incentive awards are designed to achieve, when combined with the executive’s base salary and target annual incentive compensation opportunity, total compensation at approximately the 50th percentile of comparable positions at peer group companies (see “—Peer Group Composition” above). For 2023, the target annual long-term equity incentive awards for our named executive officers (other than Mr. Weinstock) were as follows: • Mr. Casale—600% of his annual base salary, with 75% of such award being subject to performance- and time-based vesting and 25% being subject to time-based vesting over a three-year period; • Messrs. Curran and Bhasin and Ms. Gibbons—200% of his or her respective annual base salary, with 50% of such award being subject to performance- and time-based vesting and 50% being subject to time-based vesting over a three-year period; and • Mr. Weinstock—100% of his annual base salary, with 50% of such award being subject to performance- and time-based vesting and 50% being subject to time-based vesting over a three-year period. The following table sets forth the annual long-term equity incentive awards granted to our named executive officers in 2023:
Long-Term Equity Incentive Compensation
| Name | Restricted Shares/ Restricted Shares Units Subject to Time-Based Vesting | Restricted Shares/ Restricted Share Units Subject to Time- and Performance- Based Vesting(1) | Total Restricted Shares/ Restricted Share Units Granted | | Mark A. Casale | 34,475 | 206,850 | 241,325 | | Christopher G. Curran | 14,940 | 29,880 | 44,820 | | Mary L. Gibbons | 11,492 | 22,984 | 34,476 | | Vijay Bhasin | 10,343 | 20,686 | 31,029 | | David B. Weinstock | 4,890 | 9,779 | 14,669 |
Long-Term Equity Incentive Compensation
(1) Represents maximum number of shares that may vest under the awards if the applicable performance metrics are satisfied at the maximum levels. The time-vested restricted common shares vest in equal annual installments during the three-year period commencing on March 1, 2023, subject to the executive’s continuous employment through each such vesting date. The performance-vested shares, which were issued at the maximum 200% of target, become earned upon the Company’s achievement of a combination of book value per share compounded annual growth rate (CAGR) and relative total shareholder return percentage as set out in the following table (with straight line interpolation between the respective levels) during the three-year performance period commencing on January 1, 2023, and any earned shares will vest on March 1, 2026, subject to the executive’s continuous employment through such date:
Long-Term Equity Incentive Compensation
| | | Relative Total Shareholder Return vs. S&P 1500 Financial Services Index | | | | | | ≤25th percentile | 50th percentile | ≥75th percentile | | Three-Year Book Value Per Share CAGR | 10% | 100% | 150% | 200% | | | 9% | 75% | 125% | 175% | | | 8% | 50% | 100% | 150% | | | 6% | 25% | 75% | 125% | | | 5% | 0% | 50% | 100% |
Long-Term Equity Incentive Compensation
In addition to his long-term incentive awards for 2023, Mr. Weinstock received several additional awards in 2023: an award for 3,010 restricted common share units in January 2023 which vest in equal annual installments during the three-year period commencing on January 8, 2024, subject to Mr. Weinstock’s continuous employment through each such vesting date; an award for 3,118 restricted common share units in February 2023 which vest in equal annual installments during the three-year period commencing on March 1, 2023, subject to Mr. Weinstock’s continuous employment through each such vesting date, representing 25% of the aggregate value of Mr. Weinstock’s annual incentive bonus for 2022; and • an award of 25,000 restricted shares units in connection with his appointment as our Senior Vice President and Chief Financial Officer in March 2023 which vests in three equal installments on April 1, 2026, April 1, 2027 and April 1, 2028. All outstanding restricted common shares and restricted common share unit awards are eligible to participate in our quarterly dividends, with any dividends in respect of unvested shares and units retained by the Company until such time, if ever, as the underlying share or unit is vested. Retained dividends made in cash will be deemed reinvested in notional common shares (“dividend equivalent rights”) such that upon release and distribution of such retained dividend to the award holder, the executive will be entitled to receive on the date of such release an amount of cash or the number of whole shares or a combination thereof, as determined by our Compensation Committee, the aggregate fair value of which will be equal to the fair market value of the notional common share or unit to which such released retained dividends relate.
Termination, Severance and Change in Control Benefits
Termination, Severance and Change in Control Benefits The employment agreements with each of Messrs. Casale, Curran and Bhasin and Ms. Gibbons provide severance payments and benefits upon certain qualifying terminations of employment. In addition, upon certain qualifying terminations following, or in some circumstances upon the occurrence of, a change in control, Messrs. Casale, Curran and Bhasin and Ms. Gibbons may be entitled to receive certain vesting of their outstanding restricted common share awards pursuant to the terms of their respective employment agreement or the terms of our equity incentive plans. Based on the input of its independent compensation consultant, the Compensation Committee determined that these arrangements are appropriate and that the payments and benefits provided for under these arrangements upon certain qualifying terminations of employment or in connection with a change in control are consistent with market practice and essential in attracting and retaining key talent. In addition, the change in control provisions are significant to ensure that we have the continued attention and dedication of our executives during circumstances that could result in a change in control. These provisions are further described beginning on page 48 (“—Potential Payments and Benefits upon Termination or Change in Control”).
Impact of FASB ASC Topic 718
Impact of FASB ASC Topic 718 The accounting standards applicable to the various forms of long-term incentive plans under FASB ASC Topic 718 is one factor that the Compensation Committee and the Company consider in the design of long-term equity incentive programs. Other factors include the link to the performance that each vehicle provides, the degree of upside leverage and downside risk inherent in each vehicle, the impact on dilution and overhang that the vehicles have, and the role that each vehicle has in the attraction, retention, and motivation of our named executive officers and other key employee talent. The Company and its external financial advisors consider FASB ASC Topic 718 expense to ensure that it is reasonable, but expense will not be the most important factor in making decisions about awards under long-term incentive plans.
Summary Compensation Table
Summary Compensation Table The following table sets forth information regarding the compensation awarded to, earned by, or paid to our named executive officers in the years ended December 31, 2023, 2022 and 2021.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation(3) ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation(4) ($) | Total ($) | | Mark A. Casale Chairman of the Board of Directors, President and Chief Executive Officer | 2023 | 1,000,000 | 212,500 | 4,118,728 | — | 2,850,500 | — | 705,224 | 8,886,452 | | | 2022 | 1,000,000 | 175,000 | 4,416,683 | — | 2,887,500 | — | 433,563 | 8,912,746 | | | 2021 | 925,000 | — | 3,276,801 | — | 2,405,000 | — | 321,271 | 6,928,072 | | Christopher G. Curran(5) President, Essent Guaranty, Inc. | 2023 | 650,000 | — | 1,028,320 | — | 1,072,500 | — | 140,764 | 2,891,584 | | | 2022 | 650,000 | — | 1,075,442 | — | 1,072,500 | — | 93,569 | 2,891,511 | | | 2021 | 500,000 | — | 1,141,282 | — | 875,000 | — | 75,955 | 2,592,237 | | Mary L. Gibbons Senior Vice President, Chief Legal Officer and Assistant Secretary | 2023 | 500,000 | — | 790,994 | — | 875,000 | — | 144,369 | 2,310,363 | | | 2022 | 500,000 | — | 827,245 | — | 825,000 | — | 99,942 | 2,252,187 | | | 2021 | 500,000 | — | 1,070,507 | — | 750,000 | — | 138,064 | 2,458,571 | | Vijay Bhasin Senior Vice President and Chief Risk Officer | 2023 | 450,000 | — | 711,909 | — | 675,000 | — | 130,125 | 1,967,034 | | | 2022 | 450,000 | — | 744,513 | — | 720,000 | — | 74,829 | 1,989,342 | | | 2021 | 450,000 | — | 1,090,865 | — | 675,000 | — | 102,262 | 2,318,127 | | David B. Weinstock(6) Senior Vice President and Chief Financial Officer | 2023 | 354,445 | 75,000 | 1,521,783 | — | 562,500 | — | 64,075 | 2,577,803 | | | 2022 | 289,406 | 326,745 | 67,222 | — | 230,233 | — | 19,955 | 933,561 |
Summary Compensation Table
(1) For 2023, this column reflects (i) a discretionary bonus to Mr. Casale (for additional information, see “—Compensation Discussion and Analysis—Discretionary Bonus Award” on page 37 above), and (ii) a monthly cash bonus of $25,000 paid to Mr. Weinstock since his appointment as interim Chief Financial Officer in June 2022 through his promotion to the role of Senior Vice President and Chief Financial Officer effective March 14, 2023. (2) The amounts reported in this column represent the aggregate grant date fair value of the share awards computed in accordance with FASB ASC Topic 718, disregarding for this purpose the estimate of forfeitures related to service-based vesting conditions, if applicable. The performance-based share awards granted contain a market condition and were valued based on analysis provided by a third-party valuation firm using a risk neutral simulation taking into effect the vesting conditions of the grant. Assuming achievement of the highest level of performance conditions, the maximum value for the performance-based share awards, based on the grant date fair value of the Company’s shares, is: for Mr. Casale, $9,000,000; for Mr. Curran, $1,300,000; for Ms. Gibbons, $1,000,000; for Mr. Bhasin, $900,000; and for Mr. Weinstock, $600,000. For additional information, including a discussion of the assumptions used to calculate these values, see Note 10 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. (3) The amounts reported in this column represent the annual bonuses earned by our named executive officers pursuant to our Annual Plan. For additional information regarding our Annual Plan, see “Compensation Discussion and Analysis—Elements of Compensation—Performance-Based Annual Incentive Compensation” above. (4) The amounts reported in this column for 2023 include: (a) financial planning services fees of $52,191, $6,989, $24,779, $3,477 and $29,819 paid on behalf of each of Messrs. Casale, Curran, Bhasin, and Weinstock and Ms. Gibbons, respectively; and (b) matching 401(k) contributions of $22,500 on behalf of each of Messrs. Casale, Curran, Bhasin and Weinstock and Ms. Gibbons. In addition, in connection with the payments of our quarterly dividends in the amount of $0.25 per share on each of March 21, 2023, June 12, 2023, September 11, 2023, and December 11, 2023, our named executive officers were credited with dividend equivalent rights in respect of their unvested restricted common share awards pursuant to the terms of the applicable award agreements. The deemed grant date values of such dividend equivalent rights granted for each of the named executive officers is as follows: Mr. Casale: $630,533; Mr. Curran: $111,275; Ms. Gibbons: $92,050; Mr. Bhasin: $82,846; and Mr. Weinstock: $38,098. (5) Mr. Curran was promoted to the role of President of Essent Guaranty, Inc. effective January 1, 2022. Mr. Curran previously served as our Senior Vice President, Corporate Development. Mr. Weinstock was not a named executive officer in 2021. In accordance with SEC regulations, only compensation information starting in the fiscal year in which an individual became a named executive officer is reported in the Summary Compensation Table.
Grants of Plan Based Awards Table
Grants of Plan Based Awards Table The following table sets forth information regarding grants of plan-based awards to our named executive officers for the year ended December 31, 2023.
Grants of Plan Based Awards Table
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Mark A. Casale | — | 1,312,500 | 1,750,000 | 3,062,500 | — | — | — | — | — | | | 2/7/2023(4) | — | — | — | — | — | — | 34,475 | 1,500,007 | | | 2/7/2023 | — | — | — | — | 103,425 | 206,850 | — | 2,618,721 | | Christopher G. Curran | | 487,500 | 650,000 | 1,137,500 | — | — | — | — | — | | | 2/7/2023(4) | — | — | — | — | — | — | 14,940 | 650,039 | | | 2/3/2023 | — | — | — | — | 14,940 | 29,880 | — | 378,281 | | Mary L. Gibbons | — | 375,000 | 500,000 | 875,000 | — | — | — | — | — | | | 2/7/2023(4) | — | — | — | — | — | — | 11,492 | 500,017 | | | 2/7/2023 | — | — | — | — | 11,492 | 22,984 | — | 290,977 | | Vijay Bhasin | — | 337,500 | 450,000 | 787,500 | — | — | | — | — | | | 2/7/2023(4) | — | — | — | — | — | | 10,343 | 450,023 | | | 2/7/2023 | — | — | — | — | 10,343 | 20,686 | — | 261,885 | | David B. Weinstock | — | 281,250 | 375,000 | 656,250 | — | — | — | — | — | | | 1/8/2023(5) | — | — | — | — | — | — | 3,010 | 116,036 | | | 2/7/2023(6) | — | — | — | — | — | — | 3,118 | 135,664 | | | 3/14/2023 | — | — | — | — | 4,890 | 9,779 | — | 123,802 | | | 3/14/2023(4) | — | — | — | — | — | — | 4,890 | 187,532 | | | 3/14/2023(7) | — | — | — | — | — | — | 25,000 | 958,750 |
Grants of Plan Based Awards Table
(1) Represents the threshold, target and maximum value of annual incentive awards that could have been earned by our named executive officers under our annual leadership bonus program pursuant to our Annual Plan for the year ended December 31, 2023. For a discussion of the terms of our annual leadership bonus program and Annual Plan and the amounts earned thereunder by the named executive officers for 2023, see “—Compensation Discussion and Analysis—Elements of Compensation—Performance-Based Annual Incentive Compensation” above. (2) The restricted common shares (plus any dividend equivalents received prior to vesting), which were issued at the maximum 200% of target, are eligible to become earned as set forth in the table below based upon achievement of a combination of our annual book value per share CAGR and relative total shareholder return percentage during the three-year performance period commencing January 1, 2023. All restricted common shares that are earned will vest on March 1, 2026, subject to the executive’s continuous employment through the applicable date.
Grants of Plan Based Awards Table
| | | Relative Total Shareholder Return* vs. S&P 1500 Financial Services Index | | | | | | ≤25th percentile | 50th percentile | ≥75th percentile | | Three-Year Book Value Per Share CAGR* | 10% | 100% | 150% | 200% | | | 9% | 75% | 125% | 175% | | | 8% | 50% | 100% | 150% | | | 6% | 25% | 75% | 125% | | | 5% | 0% | 50% | 100% |
Grants of Plan Based Awards Table
(*) In the event that the annual book value per share CAGR or the relative total shareholder return falls between the performance levels shown above, the Vesting Percentage shall be determined using a straight-line linear interpolation between the respective levels shown. The amounts reported in this column represent the aggregate grant date fair value of the share awards granted in 2023, computed in accordance with FASB ASC Topic 718. The performance-based share awards granted contain a market condition and were valued based on analysis provided by a third-party valuation firm using a risk neutral simulation taking into effect the vesting conditions of the grant. For additional information, including a discussion of the assumptions used to calculate these values, see Note 10 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. Represents time-based vesting restricted common shares granted to each of our named executive officers under our long-term equity incentive program. The time-based vesting restricted common shares (plus any dividend equivalents received prior to vesting) vest in three equal annual installments on each of March 1, 2024, 2025 and 2026, subject to the executive’s continuous employment through each such date. (5) Mr. Weinstock received a total of 3,010 restricted common share units in January 2023 which vest in equal annual installments during the three-year period commencing on January 8, 2024, subject to Mr. Weinstock’s continuous employment through each such vesting date. (6) Mr. Weinstock received a total of 3,118 restricted common share units in February 2023 which vest in equal annual installments during the three-year period commencing on March 1, 2023, subject to Mr. Weinstock’s continuous employment through each such vesting date. These restricted common share units represent 25% of the aggregate value of Mr. Weinstock’s annual incentive bonus for 2022. (7) Mr. Weinstock was granted an award of 25,000 restricted shares units in connection with his appointment as Senior Vice President and Chief Financial Officer in March 2023 which vests in three equal installments on April 1, 2026, April 1, 2027 and April 1, 2028.
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table sets forth the outstanding equity awards of our common shares held by each of our named executive officers as of December 31, 2023.
Outstanding Equity Awards at Fiscal Year-End
| | Stock Awards | | | | | | Name | Grant Date | Number of Shares or Units that have not Vested (#)(1) | Market Value of Shares or Units that have not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#)(1) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested ($)(2) | | Mark A. Casale | 2/7/2023(3) | 35,241 | 1,858,622 | — | — | | | 2/7/2023(3) | — | — | 211,447 | 11,151,729 | | | 5/23/2022(4) | 7,766 | 409,581 | — | — | | | 5/23/2022(4) | — | — | 69,881 | 3,685,514 | | | 2/8/2022(5) | 15,444 | 814,515 | — | — | | | 2/8/2022(5) | — | — | 138,987 | 7,330,195 | | | 2/5/2021(6) | 8,425 | 444,361 | — | — | | | 2/5/2021(6) | 100,846(7) | 5,318,618 | — | — | | Christopher G. Curran | 2/7/2023(3) | 15,272 | 805,448 | — | — | | | 2/7/2023(3) | — | — | 30,544 | 1,610,895 | | | 2/8/2022(5) | 9,648 | 508,810 | — | — | | | 2/8/2022(5) | — | — | 28,939 | 1,526,266 | | | 2/5/2021(6) | 4,049 | 213,566 | — | — | | | 2/5/2021(6) | 16,154(7) | 851,962 | — | — | | Mary L. Gibbons | 2/7/2023(3) | 11,747 | 619,558 | — | — | | | 2/7/2023(3) | — | — | 23,495 | 1,239,117 | | | 2/8/2022(5) | 7,421 | 391,397 | — | — | | | 2/8/2022(5) | — | — | 22,261 | 1,174,025 | | | 2/5/2021(6) | 4,049 | 213,566 | — | — | | | 2/5/2021(6) | 16,154(7) | 851,962 | — | — | | Vijay Bhasin | 2/7/2023(3) | 10,573 | 557,613 | — | — | | | 2/7/2023(3) | — | — | 21,146 | 1,115,227 | | | 2/8/2022(5) | 6,679 | 352,241 | — | — | | | 2/8/2022(5) | — | — | 20,034 | 1,056,612 | | | 2/5/2021(6) | 3,645 | 192,254 | — | — | | | 2/5/2021(6) | 14,541(7) | 766,892 | — | — |
Outstanding Equity Awards at Fiscal Year-End
| | Stock Awards | | | | | | Name | Grant Date | Number of Shares or Units that have not Vested (#)(1) | Market Value of Shares or Units that have not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#)(1) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested ($)(2) | | David B. Weinstock | 3/14/2023(8) | 25,388 | 1,338,967 | — | — | | | 3/14/2023(9) | — | — | 9,931 | 523,750 | | | 3/14/2023(9) | 4,966 | 261,902 | — | — | | | 2/7/2023(10) | 3,187 | 168,098 | — | — | | | 1/8/2023(10) | 3,077 | 162,281 | — | — | | | 2/8/2022(10) | 998 | 52,649 | — | — | | | 2/5/2021(10) | 1,034 | 54,538 | | |
Outstanding Equity Awards at Fiscal Year-End
Amounts also include dividend equivalent rights granted to the executive pursuant to the terms of the award agreements governing each restricted common share to reflect the payment of dividends on our common shares. Each dividend equivalent right is deemed notionally invested in our common shares and vests on the same terms as the restricted common share to which it relates. (2) The dollar amounts shown were calculated based on the closing price of our common shares on the NYSE on December 29, 2023 of $52.74. (3) On February 7, 2023, each of Messrs. Casale, Curran and Bhasin and Ms. Gibbons was granted restricted common share awards. A portion of the restricted common shares granted are subject to solely time-based vesting. These shares vest in three equal annual installments on each of March 1, 2024, March 1, 2025 and March 1, 2026, subject to the executive’s continuous employment through each such vesting date. A portion of the restricted common shares granted are subject to time- and performance-based vesting and were issued at the maximum 200% of target. These restricted common shares are eligible to become earned, as set forth in the table below, based upon achievement of a combination of our annual book value per share CAGR and relative total shareholder return percentage during the three-year performance period commencing January 1, 2023. All restricted common shares that are earned will vest on March 1, 2026, subject to the executive’s continuous employment through such date.
Outstanding Equity Awards at Fiscal Year-End
| | | Relative Total Shareholder Return* vs. S&P 1500 Financial Services Index | | | | | | ≤25th percentile | 50th percentile | ≥75th percentile | | Three-Year Book Value Per Share CAGR* | 10% | 100% | 150% | 200% | | | 9% | 75% | 125% | 175% | | | 8% | 50% | 100% | 150% | | | 6% | 25% | 75% | 125% | | | 5% | 0% | 50% | 100% |
Outstanding Equity Awards at Fiscal Year-End
(*) In the event that the annual book value per share CAGR or the relative total shareholder return falls between the performance levels shown above, the Vesting Percentage shall be determined using a straight line linear interpolation between the respective levels shown. On May 23, 2022, Mr. Casale was granted restricted common share awards reflecting the increase in Mr. Casale’s target annual equity incentive compensation approved in May 2022. A portion of the restricted common shares granted are subject to solely time-based vesting. These shares vest in three equal annual installments, with the first two installments having vested on March 1, 2023 (and therefore not reflected in the table) and March 1, 2024, and the remainder vesting on March 1, 2025, subject to the executive’s continuous employment through each such vesting date. A portion of the restricted common shares granted are subject to time- and performance-based vesting and were issued at the maximum 200% of target. These restricted common shares are eligible to become earned, as set forth in the table below, based upon achievement of a combination of our annual book value per share CAGR and relative total shareholder return percentage during the three-year performance period commencing January 1, 2022. All restricted common shares that are earned will vest on March 1, 2025, subject to the executive’s continuous employment through such date.
Outstanding Equity Awards at Fiscal Year-End
| | | Relative Total Shareholder Return* vs. S&P 1500 Financial Services Index | | | | | | ≤25th percentile | 50th percentile | ≥75th percentile | | Three-Year Book Value Per Share CAGR* | 13% | 100% | 150% | 200% | | | 11% | 75% | 125% | 175% | | | 9% | 50% | 100% | 150% | | | 7% | 25% | 75% | 125% | | | 5% | 0% | 50% | 100% |
Outstanding Equity Awards at Fiscal Year-End
In the event that the annual book value per share CAGR or the relative total shareholder return falls between the performance levels shown above, the Vesting Percentage shall be determined using a straight line linear interpolation between the respective levels shown. (5) On February 8, 2022, each of Messrs. Casale, Curran and Bhasin and Ms. Gibbons was granted restricted common share awards. A portion of the restricted common shares granted are subject to solely time-based vesting. These shares vest in three equal annual installments, with the first two installments having vested on March 1, 2023 (and therefore not reflected in the table) and March 1, 2024, and the remainder vesting on March 1, 2025, subject to the executive’s continuous employment through each such vesting date. A portion of the restricted common shares granted are subject to time- and performance-based vesting and were issued at the maximum 200% of target. These restricted common shares are eligible to become earned, as set forth in the table below, based upon achievement of a combination of our annual book value per share CAGR and relative total shareholder return percentage during the three-year performance period commencing January 1, 2022. All restricted common shares that are earned will vest on March 1, 2025, subject to the executive’s continuous employment through such date.
Outstanding Equity Awards at Fiscal Year-End
| | | Relative Total Shareholder Return* vs. S&P 1500 Financial Services Index | | | | | | ≤25th percentile | 50th percentile | ≥75th percentile | | Three-Year Book Value Per Share CAGR* | 13% | 100% | 150% | 200% | | | 11% | 75% | 125% | 175% | | | 9% | 50% | 100% | 150% | | | 7% | 25% | 75% | 125% | | | 5% | 0% | 50% | 100% |
Outstanding Equity Awards at Fiscal Year-End
(*) In the event that the annual book value per share CAGR or the relative total shareholder return falls between the performance levels shown above, the Vesting Percentage shall be determined using a straight line linear interpolation between the respective levels shown. (6) On February 5, 2021, each of Messrs. Casale, Curran and Bhasin and Ms. Gibbons was granted restricted common share awards. A portion of the restricted common shares granted are subject to solely time-based vesting. These shares vest in three equal annual installments, with the first two installments having vested on March 1, 2022 and March 1, 2023 (and therefore not reflected in the table), and the last installment vesting on March 1, 2024, subject to the executive’s continuous employment through each such vesting date. A portion of the restricted common shares granted are subject to time- and performance-based vesting and were issued at the maximum 200% of target. These restricted common shares are eligible to become earned, as set forth in the table below, based upon achievement of a combination of our annual book value per share CAGR and relative total shareholder return percentage during the three-year performance period commencing January 1, 2021. All restricted common shares that were earned vested on March 1, 2024.
Outstanding Equity Awards at Fiscal Year-End
| | | Relative Total Shareholder Return* vs. S&P 1500 Financial Services Index | | | | | | ≤25th percentile | 50th percentile | ≥75th percentile | | Three-Year Book Value Per Share CAGR* | 14% | 100% | 150% | 200% | | | 12% | 75% | 125% | 175% | | | 10% | 50% | 100% | 150% | | | 8% | 25% | 75% | 125% | | | 6% | 0% | 50% | 100% |
Outstanding Equity Awards at Fiscal Year-End
In the event that the annual book value per share CAGR or the relative total shareholder return falls between the performance levels shown above, the Vesting Percentage shall be determined using a straight line linear interpolation between the respective levels shown. In February 2024, our Board of Directors certified that the performance targets for the three-year performance period commencing January 1, 2021 had been achieved at the 133% level. Because the three-year performance period commencing January 1, 2021 is complete, the number of shares earned is reported in the “Number of Shares or Units of Stock That Have Not Vested” column based on the actual achievement of the applicable performance metrics. See footnote 6 above. (8) Mr. Weinstock was granted an award of 25,000 restricted shares units in connection with his appointment as Senior Vice President and Chief Financial Officer on March 14, 2023 which vests in three equal installments on April 1, 2026, April 1, 2027 and April 1, 2028. (9) On March 14, 2023, Mr. Weinstock was granted restricted common share unit awards. A portion of the restricted common share units granted are subject to solely time-based vesting. These awards vest in three equal annual installments on each of March 1, 2024, March 1, 2025 and March 1, 2026, subject to Mr. Weinstock’s continuous employment through each such vesting date. A portion of the restricted common share units granted are subject to time- and performance-based vesting and were issued at the maximum 200% of target. These restricted common share units are eligible to become earned, as set forth in the table below, based upon achievement of a combination of our annual book value per share CAGR and relative total shareholder return percentage during the three-year performance period commencing January 1, 2023. All restricted common share units that are earned will vest on March 1, 2026, subject to Mr. Weinstock’s continuous employment through such date.
Outstanding Equity Awards at Fiscal Year-End
| | | Relative Total Shareholder Return* vs. S&P 1500 Financial Services Index | | | | | | ≤25th percentile | 50th percentile | ≥75th percentile | | Three-Year Book Value Per Share CAGR* | 10% | 100% | 150% | 200% | | | 9% | 75% | 125% | 175% | | | 8% | 50% | 100% | 150% | | | 6% | 25% | 75% | 125% | | | 5% | 0% | 50% | 100% |
Outstanding Equity Awards at Fiscal Year-End
(*) In the event that the annual book value per share CAGR or the relative total shareholder return falls between the performance levels shown above, the Vesting Percentage shall be determined using a straight line linear interpolation between the respective levels shown. (10) On February 7, 2023, Mr. Weinstock was granted 3,187 restricted common share units subject to time-based vesting in three equal installments on each of March 1, 2024, March 1, 2025 and March 1, 2026. On January 8, 2023, Mr. Weinstock was granted 3,010 restricted common share units subject to time-based vesting in three equal installments on each of January 8, 2024, January 8, 2025 and January 8, 2026. On February 8, 2022, Mr. Weinstock was granted 1,433 restricted common share units subject to time-based vesting in three equal installments, with the first two installments having vested on March 1, 2023 (and therefore not reflected in the table) and March 1, 2024 and the remainder vesting on March 1, 2025. On February 5, 2021, Mr. Weinstock was granted 2,921 restricted common share units subject to time-based vesting in three equal installments, with the first two installments having vested on March 1, 2022 (and therefore not reflected in the table) and March 1, 2023 and the remainder vesting on March 1, 2024.
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table sets forth certain information regarding the exercise of stock options and shares acquired upon vesting by our named executive officers during the year ended December 31, 2023.
Option Exercises and Stock Vested
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | Mark A. Casale | — | — | 90,723 | 3,911,087 | | Christopher G. Curran | — | — | 19,615 | 845,609 | | Mary L. Gibbons | — | — | 15,792 | 680,798 | | Vijay Bhasin | — | — | 19,134 | 824,879 | | David B. Weinstock | — | — | 3,557 | 149,883 |
Option Exercises and Stock Vested
Represents the aggregate market value of the shares on the vesting date and includes dividend equivalent rights which vested concurrently with the awards to which they relate.
Pension Benefits
Pension Benefits The Company does not currently have in place any defined benefit pension plans or other benefit plans providing specified retirement payments and benefits for employees.
Non-Qualified Deferred Compensation
Non-Qualified Deferred Compensation The Company does not currently have in place any non-qualified defined contribution or other non-qualified deferred compensation plans for the benefit of employees.
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control We do not maintain any severance or change in control plans. However, pursuant to the terms of their employment agreements and certain of their restricted common share award agreements, our named executive officers are eligible to receive severance and other benefits in the case of certain qualifying terminations of employment or in connection with a change in control.
Pay Versus Performance
Pay Versus Performance The following table and supporting graphics below set out information regarding fiscal years ended December 31, 2023, 2022, 2021 and 2020 in satisfaction of Item 402(v) of Regulation S-K. The Company’s compensation programs have a history of aligning pay and performance. This is demonstrated in the Company selected measure listed below: Growth in Book Value per Share, which focuses on year-over-year increases in total shareholders’ equity through earnings and our ability to return capital to shareholders. Growth in Book Value per Share serves as the basis for a performance metric for our long term equity incentive program—the largest component of compensation for our chief executive officer and a significant component of compensation for our other named executive officers. For detail on the Company’s executive compensation programs, see the CD&A section beginning on page 29.
Pay Versus Performance
| Year | Summary compensation table total for PEO(1) | Compensation actually paid to PEO(2) | Average summary compensation table for non-PEO named executive officers(2) | Average compensation actually paid to non-PEO named executive officers(2) | Value of initial fixed $100 investment based on: | | Net Income(5) | Growth in Book Value Per Share(6) | | | | | | | Total shareholder return(3) | Peer group total shareholder return(4) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $8,886,452 | $20,054,917 | $2,436,696 | $3,705,577 | $126 | $202 | $696,386,000 | 15.5% | | 2022 | $8,912,746 | $6,232,030 | $2,742,113 | $2,264,421 | $87 | $163 | $831,353,000 | 7.0% | | 2021 | $9,137,867 | $6,162,378 | $2,564,963 | $2,094,548 | $96 | $115 | $681,783,000 | 12.7% | | 2020 | $6,778,301 | $3,910,067 | $1,702,466 | $1,156,739 | $87 | $86 | $413,041,000 | 13.2% |
Pay Versus Performance
(1) The PEO for each year reported is Mark A. Casale. The non-PEO named executive officers for each year reported are as follows: • 2023: Christopher G. Curran, Mary L. Gibbons, Vijay Bhasin and David B. Weinstock • 2022: Christopher G. Curran, Mary L. Gibbons, Vijay Bhasin, David B. Weinstock and Lawrence E. McAlee • 2021: Christopher G. Curran, Lawrence E. McAlee, Jeff R. Cashmer and Vijay Bhasin • 2020: Christopher G. Curran, Lawrence E. McAlee, Jeff R. Cashmer and Vijay Bhasin (2) SEC rules require certain adjustments be made to the “Summary Compensation Table” totals to determine “compensation actually paid” as reported in the table above. For purposes of the equity award adjustments shown below, no equity awards were cancelled due to a failure to meet vesting conditions. The following table details the applicable adjustments that were made to determine “compensation actually paid” (all amounts are averages for the non-PEO named executive officers, who we refer to as Other NEOs in the following table):
Pay Versus Performance
| Year | Executive(s) | “Summary Compensation Table” Total | Deduct Stock Award Included in “Summary Compensation Table” | Add Year-end Value of Unvested Equity Awards Granted in Year | Change in Value of Unvested Equity Awards Granted in Prior Years | Change in Value of Equity Awards Granted in Prior Years which Vested in Year | “Pay versus Performance Table” Compensation Actually Paid | | 2023 | PEO | $8,886,452 | $(4,118,728) | $7,282,244 | $7,621,189 | $383,760 | $20,054,917 | | | Other NEOs | $2,436,696 | $(1,013,252) | $1,524,268 | $709,404 | $48,460 | $3,705,577 | | 2022 | PEO | $8,912,746 | $(4,416,683) | $3,016,321 | $(982,433) | $(297,921) | $6,232,030 | | | Other NEOs | $2,742,113 | $(708,333) | $430,608 | $(131,664) | $(68,303) | $2,264,421 | | 2021 | PEO | $9,137,867 | $(5,486,346) | $2,111,297 | $383,642 | $15,918 | $6,162,378 | | | Other NEOs | $2,564,963 | $(1,092,805) | $546,569 | $52,889 | $22,932 | $2,094,548 | | 2020 | PEO | $6,778,301 | $(4,162,558) | $3,553,928 | $(1,438,198) | $(821,406) | $3,910,067 | | | Other NEOs | $1,702,466 | $(800,028) | $648,896 | $(235,143) | $(159,452) | $1,156,739 |
Pay Versus Performance
(3) Represents our Company’s cumulative total shareholder return (“TSR”) for the measurement period December 31, 2019 through December 31 of the year indicated. Represents the cumulative TSR of a composite peer group selected by us consisting of Arch Capital Group Ltd., Enact Holdings, Inc. (from and after September 16, 2021), Genworth Financial, Inc. (through September 15, 2021), MGIC Investment Corporation, NMI Holdings, Inc. and Radian Group Inc. (collectively, the “Peer Index”). We selected the members of each peer group because each was, at the time, a direct competitor of ours in the private mortgage insurance industry. On September 16, 2021, shares of common stock Enact Holdings, Inc. began trading on the Nasdaq Global Select Market, independent of the shares of its parent company, Genworth Financial, Inc. (which retained approximately 80% of the outstanding common shares of Enact Holdings, Inc. after its initial public offering on such date). The Peer Group is the peer group used by our Company for purposes of Item 201(e) of Regulation S-K under the Exchange Act in our Annual Report on Form 10-K for the year ended December 31, 2023. Represents “Net Income” in our Company’s Consolidated Income Statements included in our Annual Report on Form 10-K for each of the years ended December 31, 2023, 2022, 2021 and 2020. (6) Our Company-selected measure is Growth in Book Value per Share. Book value per share is calculated as (i) total stockholders equity, divided by (ii) total common shares outstanding. Amounts in column represent growth in book value per share as of December 31, 2023, 2022, 2021 and 2020 as a percentage of the book value per share as of December 31 of the year immediately preceding each such date. The following graphs show the relationship between executive compensation actually paid and, respectively, Growth in Book Value per Share, TSR, and net income.
Compensation Actually Paid Versus Growth in BVPS
Compensation Actually Paid Versus Growth in BVPS
Compensation Actually Paid Versus Total Shareholder Return
Compensation Actually Paid Versus Total Shareholder Return
Compensation Actually Paid Versus Net Income
Compensation Actually Paid Versus Net Income The movement of the price of our common shares over a given year can have a large impact on the calculation of compensation actually paid to our CEO and our other named executive officers as a group during that year, given the methodology required under applicable SEC rules to calculate compensation actually paid as well as the large component of multi-year equity awards in our executive compensation program. Book value per share measures the intrinsic value of Essent on a per share basis—such that an increase in book value per share reflects the building of value for our shareholders. TSR captures the view of the equity markets to our efforts. The graphs above demonstrate some correlation between these measures and the calculated compensation actually paid. The following non-ranked list shows the financial performance measures we view as the most important to link executive compensation actually paid during the most recent fiscal year to our performance during that same period: • Earnings per share • Growth in book value per share • Net income • New insurance written (NIW) • Return on equity TSR
CEO Pay Ratio
CEO Pay Ratio The disclosure of CEO pay ratio is required under the Dodd-Frank Act. Our CEO to median employee pay ratio is calculated in accordance with SEC requirements. We identified the median employee by examining the annual total compensation for all employees, excluding our CEO, who were employed by us on December 31, 2023, the last day of our last completed fiscal year. To identify the median of the annual total compensation of all our employees in 2023, as well as to determine the annual total compensation of our median employee and our CEO for 2023, we took the following steps: • For U.S.-based employees, we compared the amount of salary, wages and tips of our employees as reflected in our payroll records as reported to the Internal Revenue Service on Form W-2 for 2023. • For Bermuda-based employees, we estimated the total compensation that would have been reported for such employees on a Form W-2 for 2023 had each of those employees been employed in the United States. • Because equity awards are widely distributed to our employees, we have included the value of equity shares that vested in 2023 in our compensation measure in the amounts reported in our employees’ Form W-2s for the year. After identifying the median employee based on annual total compensation, we calculated annual total compensation for such employee using the same methodology we use for our named executive officers in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K as set forth in the 2023 Summary Compensation Table that appears earlier in this proxy statement, resulting in annual total compensation of $120,456, which was used to determine the ratio above. Our CEO pay is designed to provide a competitive CEO pay package with significant performance-based pay in a highly competitive CEO talent market. Median employee pay represents our compensation to employees at various rates based on competitive labor markets. The table below sets forth: (i) the annual total compensation of our CEO; (ii) the median of the annual total compensation of all of our employees, excluding our CEO, who were employed by us on December 31, 2023; and (iii) the ratio of our CEO’s annual total compensation to the median of the annual total compensation of all other employees. As indicated in the table, the ratio of our CEO’s annual total compensation to the median annual total compensation of all other employees is 73.8:1.
CEO Pay Ratio
| Principal Position | Salary ($) | Bonus ($) | Stock Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | CEO | 1,000,000 | 212,500 | 4,118,728 | 2,850,000 | 705,224 | 8,886,452 | | Median Employee | 93,900 | — | 18,504 | 8,051 | — | 120,456 | | CEO to Median Employee Ratio | 73.8:1 | | | | | |