tm223555-1_def14a - none

New Insurance Written

•

New insurance written, or NIW, of $84.2 billion in 2021.

Diluted Earnings Per Share

•

$6.11 per share for the year ended December 31, 2021.

Return on Average Equity

•

Return on average equity was 16.8% for the year ended December 31, 2021.

Bermuda-Based Reinsurance Business

•

As of December 31, 2021, Essent Reinsurance Ltd. provided insurance and reinsurance in connection with government-sponsored enterprises (GSEs) and other risk share transactions covering approximately $1.8 billion of risk, an increase of 26.3% over 2020. Essent Re also continues to reinsure our US-based mortgage insurance business (25% through 2020; 35% since 2021).

Risk Mitigation

•

$557.9 million of aggregate excess of loss reinsurance coverage on an existing portfolio of mortgage insurance policies written in 2020 and 2021 that was fully collateralized at inception by insurance linked notes issued by Radnor Re 2021-1 Ltd., a newly formed unaffiliated special purpose insurer domiciled in Bermuda.

•

$439.4 million of aggregate excess of loss reinsurance coverage on an existing portfolio of mortgage insurance policies written in 2021 that was fully collateralized at inception by insurance linked notes issued by Radnor Re 2021-2 Ltd., a newly formed unaffiliated special purpose insurer domiciled in Bermuda.

Other Highlights

•

Amended our credit facility to increase the committed capacity by $200 million to $825 million and extended the maturity date to December 2026.

•

Payment of quarterly dividends that increased from $0.16 per share in March 2021 to $0.19 in December 2021 (and to $0.20 in March 2022).

Essent Group Ltd.
Clarendon House
2 Church Street
Hamilton HM11, Bermuda

Notice of Annual General Meeting of Shareholders

To Our Shareholders:

You are cordially invited to attend the 2022 Annual General Meeting of Shareholders of Essent Group Ltd., a Bermuda limited company, which will be held via a live webcast originating from Bermuda at 11:30 a.m. Atlantic Daylight Time on May 4, 2022.

Date:

May 4, 2022

Time:

11:30 a.m.,
Atlantic Daylight
Time

Location:

Live via the Internet originating
from Bermuda. Please visit:
https://web.lumiagm.com/209457238

Record Date:

March 4, 2022

At the 2022 Annual General Meeting of Shareholders, shareholders of record as of the close of business on the record date will be asked to consider and vote upon the following matters, as more fully described in the Proxy Statement:

(1)

election of three Class II directors to serve through the 2025 Annual General Meeting of Shareholders;

(2)

re-appointment PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2022 and until our 2023 Annual General Meeting of Shareholders, and the referral the determination of the auditors’ compensation to the Board of Directors;

(3)

a non-binding, advisory resolution on executive compensation;

(4)

a non-binding, advisory vote on whether the frequency of the shareholder vote on the compensation of our named executive officers should be every one, two or three years; and

(5)

such other business that may properly come before the Annual Meeting.

In light of continuing concerns related to the COVID-19 pandemic and the various measures implemented to reduce its impact, including recommendations and protocols issued by public health authorities and US federal, state, and local and Bermuda governments, particularly regarding travel between the United States and Bermuda, we have determined that it is in the best interest of Essent and its shareholders to hold the 2022 Annual General Meeting of Shareholders on a “virtual” basis. You will be able to attend and participate in the Annual Meeting online by visiting https://web.lumiagm.com/209457238 on the meeting date at the time described above and in the accompanying proxy statement. To participate, you will need your 16-digit control number included in your proxy materials, on your proxy card, or on the instructions that accompanied your proxy materials, and the meeting password, essent2022 (case sensitive). There is no physical location for the Annual Meeting.

Your vote is important to us. To ensure that your shares are represented at the 2022 Annual General Meeting of Shareholders, whether or not you plan to participate in the virtual Annual Meeting, we encourage you to vote your shares electronically via the Internet, by telephone or, if you receive a paper copy of the proxy materials, by signing, dating and completing the accompanying proxy card in the enclosed postage-paid envelope. Voting electronically via the Internet, by telephone, or by returning your proxy card in advance of the meeting does not deprive you of your right to participate in the virtual Annual Meeting. If you participate in the virtual Annual Meeting, you may vote your shares in person, even if you have previously submitted a proxy in writing, by telephone or via the Internet. Our Proxy Statement includes additional instructions on voting procedures for shareholders whose shares are held by a brokerage firm or other custodian.

By order of the Board of Directors,

Conyers Corporate Services (Bermuda) Limited
Secretary

TABLE OF CONTENTS

Proxy Statement for the
2022 Annual General Meeting of Shareholders

Wednesday, May 4, 2022

11:30 a.m. Atlantic Daylight Time

Live via the Internet originating from Bermuda
Please visit: https://web.lumiagm.com/209457238
Passcode: essent2022 (case sensitive)

The 2022 Annual General Meeting of Shareholders (the “Annual Meeting”) of Essent Group Ltd. (“Essent,” “we,” “us,” “our” or the “Company”) will be held to consider and vote upon the following matters:

(1)

election of three Class II directors to serve through the 2025 Annual General Meeting of Shareholders;

(2)

(3)

a non-binding, advisory resolution on executive compensation;

(4)

a non-binding, advisory vote on whether the frequency of the shareholder vote on the compensation of our named executive officers should be every one, two or three years; and

(5)

such other business that may properly come before the Annual Meeting.

Only holders of record of our common shares, par value $0.015 per share, as of the close of business on March 4, 2022 are entitled to notice of and to vote at the Annual Meeting or at any postponement or adjournment of the Annual Meeting.

Our Board of Directors knows of no other business that will be presented for consideration at the Annual Meeting. If any other matter should be properly presented at the Annual Meeting or any postponement or adjournment of the Annual Meeting for action by the shareholders, the persons named in the proxy card will vote the proxy in accordance with their discretion on such matter.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2022 ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 4, 2022: The Notice of Annual General Meeting of Shareholders, Proxy Statement and 2021 Annual Report to Shareholders are available at www.essentgroup.com. These documents are first being mailed to shareholders on or about March 25, 2022. Our 2021 Annual Report to Shareholders, including our Annual Report on Form 10-K for the year ended December 31, 2021, is not part of the proxy soliciting material.

TABLE OF CONTENTS

Proxy Statement Summary

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement, before voting.

2022 Annual General Meeting of Shareholders

Date:

May 4, 2022

Time:

11:30 a.m.,
Atlantic Daylight
Time

Location:

Live via the Internet originating
from Bermuda. Please visit:
https://web.lumiagm.com/209457238

Record Date:

March 4, 2022

Voting Matters

ITEMS OF BUSINESS		BOARD RECOMMENDATION	PROXY STATEMENT DISCLOSURE
1	Election of Class II Directors	FOR each Director Nominee	Page 10
2	Ratification of Re-appointment of PricewaterhouseCoopers LLP as Independent Auditors	FOR	Page 64
3	Advisory Vote on Executive Compensation	FOR	Page 67
4	Advisory Vote on Frequency of Voting on Executive Compensation	EVERY YEAR	Page 68

How To Vote

You may vote at the Annual Meeting in any of the following ways:


INTERNET	TELEPHONE	MAIL	IN PERSON
Go to www.voteproxy.com. You will need the control number included in your Proxy Card.	Dial toll-free 1-800-776-9437. You will need the control number included in your Proxy Card.	Mark, sign and date your Proxy Card and return it in the postage paid envelope provided.	Shareholders who own their shares in street name may vote in person at the virtual Annual Meeting only if they provide a legal proxy, executed in their favor, from the holder of record of their shares.

See the section of this proxy statement entitled “Frequently Asked Questions about the 2022 Annual Meeting” beginning on page 72 for more information regarding the Annual Meeting, how you may vote your shares at the Annual Meeting, and other matters relating to the Annual Meeting.

TABLE OF CONTENTS

EXECUTIVE SUMMARY—2021

2021 marked a year of transition for Essent. We introduced the next generation of our risk-based pricing engine, continued building a high-quality and profitable mortgage insurance portfolio, and generated robust returns for our shareholders. In 2020, we entered the pandemic from a position of strength as one of the best-capitalized mortgage insurers. During 2021, we exited the pandemic as a stronger and more sustainable franchise as evidenced by higher earnings and a stronger balance sheet.

For the year, we earned $682 million or $6.11 per diluted share, compared to net income of $413 million or $3.88 per diluted share in 2020, while generating a 17% return on average equity. Insurance in force grew 4% to $207 billion during the year, compared to $199 billion at the end of 2020, while net premiums earned increased to $873 million from $863 million in 2020. The average net premium rate was 41 basis points, a decrease from 46 basis points in 2020, due to increased utilization of reinsurance, decreased single premium cancellation income, and competitive market dynamics. Our loss ratio of 3.6% in 2021 benefited from a normalization of credit and favorable performance post-COVID, and our expense ratio of 19.1% continued to demonstrate the industry-leading efficiency of our operating platform.

The U.S. housing market has been a bright spot in the current economic cycle, exhibiting resilience and strength. While interest rates have risen from historic lows and there is less visibility into the near-term growth trajectory of our economy due to inflationary pressure and uncertainties from geopolitical risk, our long-term outlook for our business remains positive, supported by favorable housing fundamentals. Demand outweighing supply should continue to support home price appreciation, albeit at a more moderate pace, while low unemployment with rising income should continue to benefit credit. In addition, purchase demand remains elevated as a result of favorable demographic trends with millennials entering their peak home-buying ages, which is positive for our franchise since we are well-positioned to serve first-time homebuyers.

Entering 2022, we remain focused on optimizing our unit economics to generate high-quality earnings and strong returns while continuing to fortify our balance sheet, hedge our portfolio, reduce earnings volatility, and take a balanced approach to capital management. We will continue to invest in data and technology to improve our risk-based pricing engine while making our infrastructure more reliable and efficient. Further, we will diversify sources of reinsurance capital by executing a programmatic reinsurance strategy with both capital markets and traditional reinsurers. Our buy, manage and distribute operating model instills confidence in our ability to generate sustainable cash flow and excess capital, while mitigating franchise volatility during times of economic stress. We will continue to evaluate ways to deploy capital, including investing in our core MI and reinsurance businesses, exploring strategic investments, and returning capital to shareholders through dividends and repurchases.

2021 COMPENSATION HIGHLIGHTS

We maintain strong compensation governance practices that we believe support our pay-for-performance principles and align management incentives with the interests of our shareholders, emphasizing performance-based compensation that appropriately rewards our executives for delivering financial, operational and strategic results that meet or exceed pre-established goals. Consistent with prior years, our pay program continued to consist of three key elements significantly weighted to pay-for-performance: base salary; annual cash incentive tied to key operational and strategic goals; and long-term incentive awards linked to our common shares.

In keeping with that philosophy and consistent with prior years, a substantial majority of the compensation paid to our President and Chief Executive Officer and other named executive officers for 2021 was performance-based:

TABLE OF CONTENTS

[MISSING IMAGE: tm223555d1-pc_chiefnamepn.jpg]

We believe that retaining productive employees is imperative to a sustainable model. As with our most senior executives, we also strongly believe that all employees should make good decisions, “do the right thing” and “act like owners”. To that end, we awarded equity share grants in 2019 to all of our employees (the third time that we have made an employee-wide grant in Essent’s 13-year history) that vest over a three year period. As a result, approximately 90% of our current workforce holds our shares directly or through future vesting awards.

RISK-BASED PRICING AND REINSURANCE

From Essent’s inception, we have taken a long-term approach to managing our franchise given the nature of insuring long-tail mortgage credit risk. In 2021, we continued to execute on our buy, manage and distribute operating model. We believe that by increasing sophistication in originating risk on the front-end through our risk-based pricing engine, EssentEDGE®, and distributing that risk on the back-end through reinsurance, Essent is a stronger and more sustainable franchise. This is a long-term positive for policyholders, shareholders and employees.

In October 2021, we successfully rolled out the next generation of EssentEDGE. We believe EssentEDGE provides us with a competitive advantage given the large number of data points we analyze when pricing credit risk through machine learning and cloud-based technology. Our pricing engine is a sophisticated risk management tool enabling us to optimize risk-adjusted returns through credit selection and granular pricing risk while timely responding to perceived changes in credit dynamics. Our team continues to strive for broader adoption of our EssentEDGE technology away from static rate cards. We believe this evolution of pricing is mutually beneficial by delivering our best price to borrowers while optimizing our unit economics.

Consistent with our long-term view of managing mortgage credit risk, we continue to maintain a fortress balance sheet, ending 2021 with $5.7 billion in total assets, $4.2 billion of GAAP equity, and access to $2.7 billion of excess of loss (XOL) reinsurance protection. We executed two Radnor Re insurance-linked note (ILN) transactions in 2021, transferring approximately $1.0 billion of mezzanine risk, and ended the year with 90% of our portfolio protected by some form of reinsurance coverage. Our financial leverage of 9% at the end of 2021 remained the lowest in the private mortgage insurance industry. Our capital position and liquidity remained strong as of the end of 2021, as we maintained a PMIERs sufficiency ratio of 177% with excess assets of $1.4 billion, along with $618 million of net cash and investments available for sale at our holding companies. Our financial flexibility is further enhanced by our $825 million credit facility, which we amended and extended in December 2021 and now includes a $425 million term loan and a $400 million undrawn revolver with a December 2026 maturity date.

DIVIDENDS AND REPURCHASES

Since the beginning of 2021, we successively increased our quarterly dividend, rising from $0.16 per share in March 2021 to $0.19 per share in December 2021, and to $0.20 per share in March 2022—representing a 25% increase since March 2021—as a reflection of our continuing commitment to return capital to our shareholders. We remain confident that reinsurance will

TABLE OF CONTENTS

continue to protect our future cash flows by mitigating franchise volatility during times of stress. We believe that paying a dividend is a tangible demonstration of the benefits of our buy, manage and distribute business model. A dividend of this size not only affords us the flexibility to distribute capital but also to maintain sufficient capital levels to take advantage of any growth opportunities.

Additionally, we repurchased 3.5 million of our common shares in 2021, representing $157.8 million of our inaugural $250 million share repurchase authorization announced in May 2021.

In total, we returned over one-third of our earnings in 2021 to shareholders in the form of dividends and share repurchases. We intend to continue to implement capital strategies that we believe are in the best long-term interest of our franchise and shareholders.

COMMITMENT TO SUSTAINABILITY BEST PRACTICES

Essent’s mission is to serve as a trusted, best-in-class partner to the housing finance industry by responsibly offering mortgage insurance, reinsurance and risk management products to mortgage lenders and investors. Together, we support affordable and sustainable homeownership. Under the direction of our Chief Executive Officer and Board of Directors, we are committed to supporting sustainability initiatives that are relevant to the Company and align with our company-wide dedication to responsible corporate citizenship that positively impacts the communities and people served.

Our continued success is directly related to our commitment to our core values—Integrity, Service, Innovation and Community. These values are the building blocks of our business and ESG practices.

Our commitment to Integrity starts with our Board’s active oversight of our Code of Business Conduct as well as our environmental awareness strategy, cybersecurity, corporate culture, employee engagement, diversity and community commitments. In 2021, we designated an ESG officer and created an internal ESG committee comprised of cross-functional leaders dedicated to advancing our sustainability goals and long-term value creation.

We clearly illustrated our promise of Innovation in 2021, launching the next generation of our pricing engine, EssentEDGE, making significant advances in our cloud migration and continuing our investment in the transformation of our operations to deliver a differentiating customer experience. These innovation initiatives are focused on meeting the growing needs and expectations of our customers. Our Innovation strategy is designed to deliver our best price to our consumers and to support broadening the accessibility of homeownership.

As a responsible corporate citizen, Essent is dedicated to Service and Community. Our practices make a difference in the communities where we live and work. Our corporate giving and employee volunteer programs are designed to sponsor national and local community organizations with a focus on children, education, health and housing.

Corporate Governance Practices

Essent has a strong top-down approach to ESG. Our Board is very active and has formal oversight over our environmental awareness, cybersecurity, corporate culture, employee engagement, diversity and community commitment. Our Nominating, Governance and Corporate Responsibility Committee under its charter is responsible for the “governance” and “environmental” aspects of the Company’s sustainability programs. The Compensation Committee’s role includes overseeing the “social” aspects of the Company’s ESG programs, including receiving periodic updates from the Company’s management responsible for significant social activities. Our Corporate Governance Guidelines further detail the Board’s oversight of technology, innovation, cyber risk, and continued commitment to diversity and inclusion.

TABLE OF CONTENTS

At the highest level, we believe that our Board has adopted a set of corporate governance and executive compensation standards that exemplify our commitment to sound governance practices:

	Governance Best Practice				Essent
	Size of Board				8 (with 1 additional vacancy)
	Number of Independent Directors				7
	Board Independence Standards				NYSE standards
	Lead Independent Director				Yes
	Majority Voting for Directors				Yes
	Cumulative Voting				No
	Shareholder Action by Written Consent				Yes
	Shareholder Right to Call Special Meeting				Yes, by shareholders holding greater than 10% of outstanding shares
	Poison Pill				No
	Board Meeting Attendance				100% attendance in 2021
	No Over-Boarding				Yes
	Regularly Schedules Executive Session of Independent Directors				Yes
	Policy Prohibiting Insider Hedging of Company Shares				Yes
	Annual Equity Grant to Non-Employee Directors				Yes
	Clawback Policy				Our equity plan provides that all awards will be subject to clawbacks, and executives consent in employment agreements to clawbacks, if the Company adopts a policy on clawbacks
	Code of Business Conduct and Ethics for Directors, Officers, and Employees				Yes
	No Separate Change in Control Agreement for CEO				Terms of CEO’s change in control provisions in his employment and equity award agreements are substantively identical to those of the other Named Executive Officers
	No Automatic Accelerated Vesting of Equity Awards				Yes
	Double Trigger for Change in Control for Time-Vesting Awards				Yes
	No Excise Tax Assistance				No gross-up payments for any excise taxes payable upon a change in control
	Frequency of Say on Pay				Annually
	No Re-pricing of Options and SARs without Shareholder Approval				Yes
	Minimum Vesting Period of Equity Awards				Minimum 1 year vesting period for equity awards (and all executives have had a minimum 3 year vesting period since 2016)
	Share recycling				No liberal share recycling
	Stock Ownership Guidelines for Executive Officers				CEO—six times annual base salary Other Senior Executives—two times annual base salary
	Stock Ownership Guidelines for Non-Employee Directors				Five times annual cash compensation
	Use of Performance Shares as Element of Long Term Incentive Compensation				Yes

TABLE OF CONTENTS

We have also formalized and adopted a number of internal policies with respect to corporate and institutional governance, including:

•

Anti-Corruption Policy

•

Anti-Money Laundering Awareness Policy

•

Anti-Trust Policy

•

Code of Business Conduct and Ethics

•

Compliance Policy

•

Corporate Giving Policy

•

Disaster Recovery Plan

•

Disability Accommodation Policy

•

Diversity, Prevention of Discrimination & Harassment Policy

•

Fitness for Duty Policy

•

Fraud Policy & Procedures

•

Gift & Entertainment Policy

•

Government Relations and Political Activities Policy

•

Human Rights and Labor Policy

•

Information Security Program Policy

•

Media and External Communications Policy

•

Statement of Freedom of Association, Right to Collective Bargaining

•

Third Party Vendor Code of Conduct

•

Vulnerability Management Policy

•

Whistleblower Policy

Our Board of Directors is committed to increasing the diversity of representation on the Board. In 2018, we added two highly qualified female directors to our Board who bring with them particularly notable experience in the information technology and cybersecurity fields. In addition, we continue to identify potential new candidates to serve on our Board. The Board continues to retain a search firm to assist in identifying diverse candidates for consideration to Board membership.

We believe that engaging with investors is fundamental to our commitment to good governance. Throughout the year, we seek opportunities to engage in two-way conversations with our investors to gain and share valuable insights into current and emerging business strategies and trends. During 2021, we held approximately 90 meetings with shareholders whose ownership represented approximately 50% of shares outstanding as of the end of 2021 to discuss various key corporate matters. Topics discussed included our underwriting guidelines, credit selection, our risk management practices including around investment risk, liquidity risk and regulatory compliance risk, corporate governance and executive compensation, among others. These meetings were conducted in person, via teleconference or one-on-one at industry conferences.

Social Issues and Human Capital

We have approximately 340 employees working across four primary offices in Pennsylvania, North Carolina, California and Bermuda, as well as remotely throughout the United States. We provide competitive benefits that promote the health of our employees and their families and design compelling job opportunities, aligned with our mission, in a fast-paced, results-focused work

TABLE OF CONTENTS

environment. All of our employees are eligible to receive grants under our equity incentive plan, which as discussed above currently has approximately 90% participation. We offer varied employee training, development, mentorship and leadership opportunities and encourage our employees to continue to develop in their careers.

At Essent, we realize that continuous engagement with our employees is vital to driving successful, meaningful outcomes. Engagement surveys are conducted periodically and allow us to identify areas of strength and opportunities for improvement to ensure continued satisfaction and retention of our employees. CEO-led town hall style meetings are held regularly with our employees, covering topics such as business strategy and outlook, the competitive landscape, and emerging industry trends, and include a question and answer session with management. We believe that this format facilitates strong and productive conversations across our organization. As a result of our ongoing commitment to employee engagement and satisfaction, we have had an average annual employee retention rate of approximately 95% over the past 5 years.

We are focused on cultivating a diverse and inclusive culture where our employees can freely bring diverse perspectives and varied experiences to work. We seek to hire and retain highly talented employees and empower them to create value for our shareholders. In our employee recruitment and selection process and operation of our business, we adhere to equal employment opportunity policies and encourage the participation of our employees in training programs that will enhance their effectiveness in the performance of their duties.

Our commitment to good corporate citizenship extends to supporting the communities that we serve. Our Board of Directors, management and employees are committed to transforming our communities by leveraging the power of our Company. We partner with charitable organizations, make donations, and connect our employees with volunteer opportunities to better their communities. Essent’s charitable contributions focus in particular on children, education, health and housing.

Our employees volunteer their time, treasure and talents to support local charities and community organizations. We encourage charitable giving by employees by providing a 1:1 match of donations to 501(c)(3) organizations, up to $1,000 per employee per year.

Our charitable program places special emphasis on championing education, in particular, for underserved youth. For example, we have made a $3 million, 10-year commitment to Cristo Rey Philadelphia High School. Cristo Rey is an inner-city, independent, college preparatory school for low-income students who cannot otherwise afford a private education. Cristo Rey is a new model of private high school that opened in 2012 and has developed a unique partnership with local educators, businesses and universities. In addition, we initiated in 2019 a $500,000 multi-year commitment to support a Science, Technology, Engineering and Math (STEM) program specifically targeted to young women. In 2021, we expanded our corporate giving program with a significant grant to the Pennsylvania-based Main Line Health Behavioral Health Services.

Environmental Responsibility

We care deeply about protecting the environment, and our commitment to being environmental stewards is woven into our business practices as an extension of our core value of Integrity. We insist on environmentally responsible behaviors by our Company, our employees and our business partners in the communities where we operate, and we comply with all applicable environmental laws and regulations. Through our environmental initiatives, we are committed to:

•

Energy productivity and efficiency.

•

The health, safety and wellness of our employees.

•

Recycling programs in all corporate locations.

•

Employee awareness of environmental initiatives.

•

Encouraging our employees’ use of mass transit to lower our carbon footprint.

TABLE OF CONTENTS

Our environmental stewardship opportunities include reduction in travel by using video conferencing and virtual meetings, using sustainable pantry products and supplies as appropriate, improving recycling efforts, installing water bottle refilling stations, using motion sensor light switches, faucets, soap dispensers and toilets.

We seek to operate our corporate facilities in an environmentally sustainable, safe and healthy manner. We strive to be energy efficient across our operations, utilizing energy management systems intended to reduce energy use and greenhouse gas (GHG) emissions, improve water efficiency, reduce waste to landfills and increase employee awareness. Several of our corporate facilities are outfitted with LED lights, occupancy control sensors and reflective energy saving film on the windows, among other energy conservation measures designed to reduce energy consumption. Our corporate headquarters in Radnor, Pennsylvania is Energy Star® certified as an environmentally-conscious corporate headquarters.

In 2021, our summer interns championed One Tree Planted as their philanthropic focus. Their campaign raised important awareness around environmental needs and raised enough funds to plant more than 35,000 trees. Trees from this campaign will be planted throughout the Chesapeake Bay watershed. The trees will be planted along waterways to act as a buffer to pollution and provide a host of other stream benefits, including stabilizing banks, cooling water temperatures, flood mitigation, and improving habitat quality. Forested buffers play a critical role in supporting soil health alongside streams and adjacent lands. As a result, drinking water sources are cleansed, habitat for native brook trout and macro invertebrates is improved and farm productivity and herd health is increased.

TABLE OF CONTENTS

Proposal No. 1: Election of Directors

Our Board of Directors currently consists of eight directors, with one vacancy (resulting from the retirement of one of our directors effective December 31, 2021) which our Board is currently seeking to fill. 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 II directors to hold office until our 2025 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 Robert Glanville, Angela L. Heise and Allan Levine has been nominated to stand for election at the Annual Meeting to serve as a Class II 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 II 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.

The Board of Directors recommends a vote FOR the election of each of the nominated individuals.

TABLE OF CONTENTS

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:

Executive
Leadership

Information
Technology and
Cybersecurity

Risk Management

Accounting and
Financial

Corporate
Governance and
Responsibility

Active Community
Service

Financial Services

Insurance and
Reinsurance

Compensation

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,

TABLE OF CONTENTS

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 II 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

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

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.

TABLE OF CONTENTS

Nominees for Election as Class II Directors for a Three Year Term Continuing Until the 2025 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 II director are included below the nominee directors’ individual biographies below. The Board concluded that each nominee should serve as a Class II 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.

	Robert Glanville
	Director Term Expires 2022			BACKGROUND Mr. Glanville currently serves as the managing member of REG Consulting LLC, a financial advisory business. Mr. Glanville was a founding partner and served as a managing director on the financial services investment team of Pine Brook Road Partners, LLC, an investment firm, from 2006 to 2015. Mr. Glanville has served as a director and chairman of the board of Kairos Acquisition Corp., a publicly traded special acquisition company focused on growth insurance and insuretech investments, since January 2021. Mr. Glanville also serves as a director for each of ClearBlue Insurance Services, ProWriters and Agritecture, all of which are private companies, and as an executive advisor to Aquiline Capital Partners. From 2003 to 2006, Mr. Glanville was senior vice president, financial and treasury services for Arch Capital Group, Ltd., an insurance and reinsurance company. From 1999 to 2003, Mr. Glanville was employed by Warburg Pincus, a private equity firm. Before joining Warburg Pincus, Mr. Glanville founded FA Services, an emerging markets financial services and investment boutique based in Moscow. From 1988 to 1992, Mr. Glanville worked in New York and Tokyo for Morgan Stanley, an investment banking firm, specializing in corporate finance and M&A. Mr. Glanville holds an AB in American history from Princeton University.			QUALIFICATIONS Mr. Glanville is qualified to serve on our Board of Directors because of his experience in private equity fund management and his financial expertise, as well as his management experience with financial services and insurance and reinsurance companies.

TABLE OF CONTENTS

	Angela L. Heise
	Director Term Expires 2022			BACKGROUND Ms. Heise has served as Corporate Vice President for Defense and Intelligence of Microsoft Corporation since June 2021. Ms. Heise previously served as the president of civil group at Leidos Holdings, Inc., a provider of services and solutions in the defense, intelligence, civil and health markets, from 2016 to 2019, where she was responsible for providing solutions to US Cabinet-level civil agencies and major elements of the public sector across the globe. Her areas of focus include air traffic automation, energy and the environment, federal infrastructure and logistics, information technology and cybersecurity, and transportation security. Prior to her role with Leidos, Ms. Heise held a number of positions with Lockheed Martin between 1997 and 2016. Most recently, from 2015 to 2016, Ms. Heise served as vice president-commercial markets, where she was responsible for delivery of a portfolio of cybersecurity and information technology solutions and services to Global 1000 customers. Ms. Heise holds a BS in computer science from Southern Illinois University at Edwardsville.			QUALIFICATIONS Ms. Heise is qualified to serve on our Board of Directors because of her extensive experience in the areas of information technology and cybersecurity.

	Allan Levine
	Director Term Expires 2022			BACKGROUND Allan Levine rejoined our Board of Directors in August 2020, after previously serving as a member of the Board from 2009 to 2019. Mr. Levine currently is the chairman and chief executive officer of Global Atlantic Financial Group, a global financial services company, formerly the Goldman Sachs Reinsurance Group, which he initially joined in 1997. Prior to the spin-off of Global Atlantic from Goldman Sachs in 2013, Mr. Levine was a partner and managing director of Goldman, Sachs & Co. and global head of the Goldman Sachs Reinsurance Group, and prior to assuming that role, was co-head of the firm’s strategy group. Mr. Levine holds a BS from Miami University and an MBA from Columbia Business School.			QUALIFICATIONS Mr. Levine is qualified to serve on our Board of Directors because of his extensive experience in the financial services and insurance and reinsurance industries as well as his financial expertise.

TABLE OF CONTENTS

Directors with Terms That Do Not Expire at the Annual Meeting

The following provides information with respect to the remaining members of our Board of Directors, including the specific experience and attributes that the Board believes each such director brings to the Company and the Board of Directors.

	Mark A. Casale
	Chairman of the Board of Directors, Chief Executive Officer and President Term Expires 2023			BACKGROUND Mr. Casale is our founder and President and Chief Executive Officer, and has served a member of our Board of Directors since 2008, including as the Chairman of the Board of Directors since 2013. Mr. Casale has more than 25 years of financial services management experience, including senior roles in mortgage banking, mortgage insurance, bond insurance and capital markets. Founded in 2008 by Mr. Casale with $500 million of equity funding, Essent now manages more than $200 billion of insurance in force. Under Mr. Casale’s leadership, Essent has become a leading mortgage insurer and reinsurer serving as a trusted and strong counterparty to lenders and GSEs and has enabled over two million borrowers to become homeowners. Mr. Casale continues to evolve the franchise using risk-based pricing and artificial intelligence-driven analytics to support his core mission of prudently growing shareholder value and promoting affordable and sustainable homeownership. Mr. Casale also champions Essent’s philanthropic mission, supporting local and national organizations centered around children, housing, health and education. Mr. Casale currently serves on the Board of Trustees of St. Joseph’s University, La Salle College High School and the Academy of Notre Dame de Namur. Mr. Casale holds a BS in accounting from St. Joseph’s University and an MBA in finance from New York University.			QUALIFICATIONS Mr. Casale is qualified to serve on our Board of Directors because of his experience in the mortgage and mortgage insurance industries as well as his extensive knowledge of our operations.

TABLE OF CONTENTS

	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.

	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.

TABLE OF CONTENTS

	Douglas J. Pauls
	Director Term Expires 2023			BACKGROUND Mr. Pauls has over 30 years of experience in the areas of finance, accounting, internal controls, and financial reporting for public companies, including most recently senior roles with financial institutions. Mr. Pauls served as chief financial officer of BankUnited, Inc., a bank holding company, from 2009 until his retirement in 2013, and Mr. Pauls currently serves as a director of BankUnited, Inc. From 2008 until 2009, Mr. Pauls served as executive vice president of finance for TD Bank, NA following TD Bank’s acquisition of Commerce Bancorp, Inc. in March 2008. Prior to that, Mr. Pauls held several positions with Commerce, including serving as its chief financial officer from 2002 until its acquisition by TD Bank and its chief accounting officer from 1995 to 2002. Earlier in his career, Mr. Pauls was a senior manager in the audit department of Ernst & Young in Philadelphia and Pittsburgh, Pennsylvania. He also serves as a director of North Mountain Merger Corp. Mr. Pauls holds a BA in economics from Dickinson College and serves on Dickinson’s Board of Trustees.			QUALIFICATIONS Mr. Pauls is qualified to serve on our Board of Directors because of his more than 30 years of experience as a corporate executive and his experience as a chief financial officer of publicly traded companies.

	William Spiegel
	Director Term Expires 2023			BACKGROUND Mr. Spiegel currently serves as executive chairman of Randall & Quilter Investment Holdings, a UK-based insurance and reinsurance company, where he has held several roles since January 2020. Mr. Spiegel has over 29 years of private equity investment experience. Mr. Spiegel was co-president and a founding partner of Pine Brook Road Partners, LLC, an investment firm from 2006 to January 2020, where he was responsible for managing Pine Brook’s financial services investing activities and also served as a member of Pine Brook’s investment committee. Prior to joining Pine Brook, Mr. Spiegel was with The Cypress Group from its inception in 1994 until 2006. Prior to joining The Cypress Group, Mr. Spiegel worked in the Merchant Banking Group at Lehman Brothers. He has served on the board of directors of numerous companies, including eight publicly traded entities. Mr. Spiegel is currently a member of The University of Chicago Polsky Center for Entrepreneurship and Innovation Advisory Board and the Private Equity Counsel. Mr. Spiegel holds a BSc in economics from The London School of Economics and Political Science, an MA in economics from the University of Western Ontario and an MBA from The University of Chicago.			QUALIFICATIONS Mr. Spiegel is qualified to serve on our Board of Directors because of his experience in insurance and private equity fund management and his financial expertise, as well as his experience as a director and executive of public and private companies.

TABLE OF CONTENTS

The Board of Directors and its Committees

Role of the Board

Governance is a continuing focus at the Company, starting with our Board of Directors and extending to management and all employees. The Board reviews the Company’s policies and business strategies and advises and counsels the CEO and the other executive officers who manage the Company’s business. In addition, we solicit feedback from our shareholders and engage in discussions with various stakeholders on governance and executive compensation issues.

Our Board of Directors met four times during 2021. Each incumbent director attended at least 75% of the aggregate meetings of our Board of Directors during 2021 that were held following his or her election and the meetings held by all Board committees on which he or she served. Although we do not have a policy regarding the attendance of our Board members at our annual general meetings of shareholders, we encourage all directors to attend our annual general meetings of shareholders.

Our non-employee and independent directors also hold regular meetings without our management being present. Our non-employee and independent directors held four such meetings in 2021.

Board Leadership Structure

Our Board of Directors does not have a policy regarding the separation of the roles of Chief Executive Officer and Chairman of our Board of Directors, as our Board of Directors believes it is in our best interests to make that determination based on the position and direction of the Company and the membership of our Board of Directors.

Both the Chairman of the Board of Directors and Chief Executive Officer positions are currently held by Mr. Casale. Pursuant to our Corporate Governance Guidelines, in the event that the role of chairman is held by a member of our management, the independent members of our Board of Directors may designate one independent director to serve as the lead independent director. Mr. Spiegel currently serves as our lead independent director. Under the terms of our Corporate Governance Guidelines, the lead independent director has broad responsibility and authority, including:

•

organizing and presiding over all meetings of our Board of Directors at which the chairman is not present, including all executive sessions of our non-employee and independent directors;

•

serving as the liaison between the chairman and the non-employee directors;

•

overseeing the information sent to our Board of Directors by management;

•

approving meeting agendas and schedules for our Board of Directors;

•

facilitating communication between our Board of Directors and management; and

•

performing such other duties as requested by our Board of Directors.

We believe that having Mr. Casale serve as both our Chief Executive Officer and the Chairman of our Board of Directors, along with a lead independent director, is in the best interests of the Company and our shareholders at this time.

A number of factors support the leadership structure chosen by our Board, including, among others:

•

Mr. Casale has extensive knowledge of all aspects of us and our business and risks, our industry and our customers, is intimately involved in our day-to-day operations and is best positioned to elevate the most critical business issues for consideration by our Board of Directors;

TABLE OF CONTENTS

•

our Board of Directors believes that having Mr. Casale serve in both capacities allows him to more effectively execute our strategic initiatives and business plans and confront our challenges;

•

the combined role is both counterbalanced and enhanced by the effective oversight and independence of our Board of Directors and the independent leadership provided by our lead independent director and independent committee chairs; and

•

our Board of Directors believes that the appointment of a strong lead independent director and the use of regular executive sessions of the non-employee directors, along with the Board’s strong committee system and all directors being independent except for Mr. Casale, allow it to maintain effective oversight of management.

Determination of Director Independence

Our Board of Directors has considered whether our directors qualify as “independent” directors in accordance with NYSE listing requirements. The NYSE independence definition include a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director nor any of his family members has engaged in various types of business dealings with us.

In its assessment of director independence, our Board considers all commercial, charitable and other transactions and relationships (including tenure of Board service) that any director or member of his or her immediate family may have with us, with any of our affiliates, or with any of our consultants or advisers. Our Board applies the same criteria for assessing independence for purposes of each of the Audit Committee, Compensation Committee and Nominating, Governance and Corporate Responsibility Committee. Furthermore, in its assessment of a director’s independence for service on the Compensation Committee, our Board considers all factors that the Board believes specifically relevant to determining whether the director has a relationship which is material to such director’s ability to be independent from management in connection with his or her duties as a member of the Compensation Committee, including but not limited to any compensation payable to such director.

Based upon these standards, our Board of Directors has determined that only Mr. Casale is not considered to be independent, as he is a current employee of the Company. In making this determination, our Board of Directors reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management.

Board Committees and their Roles

Our Board of Directors maintains standing Audit, Compensation, Nominating, Governance and Corporate Responsibility, Risk, and Technology, Innovation and Operations Committees. Each committee has a charter that, among other things, reflects what we believe to be the best current practices in corporate governance.

TABLE OF CONTENTS

	Audit Committee
	Committee Chair: Douglas J. Pauls Additional Members: Aditya Dutt Robert Glanville			Key Responsibilities: • Overseeing our financial reporting and other internal control processes. • Reviewing our financial statements. • Overseeing processes for monitoring the independent auditors’ qualifications, independence and compensation. • Overseeing the implementation of new accounting standards. • Communicating with the independent auditors on matters relating to the conduct of the audit and on critical audit matters expected to be described in the independent auditors’ report. • Assessing the performance of our internal audit function and independent auditors. • Ensuring our compliance with legal and regulatory requirements and our Code of Business Conduct and Ethics. Our Board of Directors has determined that all of the members of the Audit Committee are independent, and meet the requirements for financial literacy, under applicable rules and regulations of the Securities and Exchange Commission (SEC) and the NYSE. Our Board of Directors has determined that each of Messrs. Pauls and Glanville is an “audit committee financial expert” as defined under the applicable rules of the SEC and has the requisite financial sophistication as defined under the applicable rules and regulations of the NYSE. The Audit Committee met four times during 2021.

TABLE OF CONTENTS

	Compensation Committee
	Committee Chair: Allan Levine Additional Members: Douglas J. Pauls William Spiegel			Key Responsibilities: • Determining the compensation of our executive officers and directors. • Reviewing our executive compensation policies and plans. • Administering and implementing our equity compensation plans. • Preparing a report on executive compensation for inclusion in our proxy statement for our annual meeting. • Coordinating the Company’s succession planning efforts for its chief executive officer and other senior executives. • Overseeing the “social” aspects of our sustainability programs. Our Board of Directors has determined that all of the members of the Compensation Committee are independent under applicable rules and regulations of the SEC and the NYSE. The Compensation Committee met four times during 2021.

	Nominating, Governance and Corporate Responsibility Committee
	Committee Chair: William Spiegel Additional Member: Allan Levine			Key Responsibilities: • Reviewing Board structure, composition and practices. • Making recommendations on these matters to our Board of Directors. • Reviewing, soliciting and making recommendations to our Board of Directors and shareholders with respect to candidates for election to the Board of Directors. • Overseeing our Board of Directors’ performance and self-evaluation process. • Developing and reviewing a set of corporate governance principles for the Company. • Overseeing the “governance” and “environmental” aspects of our sustainability programs. Our Board of Directors has determined that all of the members of the Nominating, Governance and Corporate Responsibility Committee are independent under applicable rules and regulations of the SEC and the NYSE. The Nominating, Governance and Corporate Responsibility Committee met four times during 2021.

TABLE OF CONTENTS

	Risk Committee
	Committee Chair: Roy J. Kasmar Additional Members: Aditya Dutt Robert Glanville			Key Responsibilities: • Assisting with the oversight of key risks that we face. • Overseeing management’s identification, mitigation and monitoring of the Company’s material risks and exposures, current activities and products. • Reviewing management’s processes for monitoring and aggregating risks across the Company. • Overseeing compliance with material guidelines, policies and procedures governing the process by which management assesses and manages the Company’s material risks and exposures. • Overseeing the implementation, execution and performance of the Company’s enterprise risk management program. • Reviewing the Company’s capital management strategy and investment policy and investing activities. The Risk Committee met four times during 2021.

	Technology, Innovation and Operations Committee
	Committee Chair: Angela L. Heise (interim) Additional Members: Roy J. Kasmar Douglas J. Pauls			Key Responsibilities: • Ensuring that our technology programs support our business objectives and strategies, and provide for appropriate data security and data privacy. • Identifying technology-related risks that could have a significant impact on our operations and pursuit of our long-term strategic goals. • Advising our senior technology and operations management teams. • Advising us on technology, innovation, data security and data privacy, and operations-related matters. The Technology, Innovation and Operations Committee met four times during 2021.

TABLE OF CONTENTS

Corporate Governance

Our Board of Directors and management have a strong commitment to effective corporate governance. We believe that we maintain a comprehensive corporate governance framework for our operations which, among other things, takes into account the requirements of the SEC, the NYSE, the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Corporate Governance Guidelines

Our Board of Directors has adopted Corporate Governance Guidelines that serve as a flexible framework within which our Board of Directors and its committees operate. These guidelines cover a number of areas including the size and composition of the Board, Board membership criteria and director qualifications, director responsibilities, board agenda, roles of the Chairman of the Board of Directors and Chief Executive Officer, meetings of independent directors, committee responsibilities and assignments, Board member access to management and independent advisors, director communications with third parties, director compensation, director orientation and continuing education, evaluation of senior management and management succession planning.

Code of Business Conduct and Ethics

Our Code of Business Conduct and Ethics includes information regarding procedures established by the Audit Committee for the submission of complaints about our accounting or auditing matters. Our Code of Business Conduct and Ethics is applicable to our directors, executives and employees, and reflects and reinforces our commitment to integrity in the conduct of our business. Amendments to our Code of Business Conduct and Ethics and any grant of a waiver from a provision of our Code of Business Conduct and Ethics will be included in a current report on Form 8-K within four days of the date of the amendment or waiver, unless posting such information on our website will then satisfy the rules of the NYSE.

Our Audit Committee, on behalf of itself and our other non-employee directors, has established procedures to enable employees or other parties who may have a concern about our conduct or policies to communicate that concern. Our employees are encouraged and expected to report any conduct which they believe in good faith to be an actual or apparent violation of our Code of Business Conduct and Ethics. In addition, our Audit Committee has established procedures pertaining to receiving, retaining, and treating complaints received regarding accounting, internal accounting controls, or auditing matters, and with respect to the confidential, anonymous submission by our employees of concerns regarding, among other things, questionable accounting or auditing matters. Such communications may be confidential or anonymous, and may be e-mailed, submitted in writing, or reported by phone through various internal and external mechanisms as provided on the our internal website. Additional procedures by which internal communications may be made are provided to each employee.

Our Code of Business Conduct and Ethics prohibits any employee or director from retaliating or taking any adverse action against anyone for raising or helping to resolve an integrity concern.

Succession Planning

Our Board of Directors, primarily through the Compensation Committee, assesses succession planning for management and leadership, with a primary focus on succession in the event of the unexpected incapacity of our Chairman of the Board of Directors, Chief Executive Officer and President. Our Corporate Governance Guidelines provide that our Chairman of the Board of Directors, Chief Executive Officer and President should at all times make available to our Board, on a confidential basis, his recommendations and evaluations of potential successors.

Share Ownership Guidelines

Both our non-employee directors as well as our senior executives (which we define as our Chief Executive Officer, our other named executive officers and each of our other senior vice presidents) are required to maintain certain ownership levels of common shares during their service.

TABLE OF CONTENTS

Each director and senior executive is required to own a minimum number of our common shares with an aggregate value equal to the following (or such lesser amount as the director or senior executive may have been granted to date):

	Position			Minimum Value of Common Shares Held
	Director			Five times annual cash compensation
	Chief Executive Officer			Six times annual base salary
	Other Senior Executives			Two times annual base salary

Furthermore, each director and senior executive must hold at least 50% of the common shares that we issue to that individual until he or she satisfies the applicable share ownership threshold, less any shares used to satisfy tax obligations arising from receiving common shares from us.

For the purposes of our share ownership guidelines, restricted common shares and restricted common share units subject to time-based vesting are treated as shares held by a director or senior executive. However, unvested performance-based restricted common shares and restricted common shares units are not treated as being owned until they are earned and vested.

Our non-employee directors and executive officers are also subject to our insider trading policy, which prohibits transactions in our securities outside of “window” periods (except pursuant to previously adopted, approved Rule 10b5-1 plans), including short sales on our shares, or the purchase or sale of options, puts, calls, straddles, equity swaps, or other derivative securities that are directly linked to our equity.

Our Compensation Committee retains discretion to waive non-compliance with our share ownership guidelines in light of an individual director’s particular facts and circumstances from time to time.

As of December 31, 2021, our Chief Executive Officer, each of our senior executives and each member of our Board of Directors have met the applicable share ownership guidelines. Our directors are expected to satisfy their share ownership guidelines through their annual equity compensation grants in respect of their Board service.

No Hedging Policy

Members of our Board of Directors, our executives and all other Company employees are prohibited from hedging their ownership or offsetting any decline in the market value of our common shares, including by trading in publicly-traded options, puts, calls or other derivative instruments related to our common shares.

Compensation Committee Interlocks and Insider Participation

Roy J. Kasmar, Allan Levine, Douglas J. Pauls and William Spiegel served as the members of our Compensation Committee during 2021. No member of our Compensation Committee is an officer or employee of our Company. None of our executive officers serves, or in the past year has served, as a member of the Board of Directors or compensation committee of any entity that has one or more executive officers serving on our Board of Directors or Compensation Committee.

Availability of Committee Charters; Corporate Governance Guidelines; and Code of Business Conduct and Ethics

A copy of each of our Board committee charters, Corporate Governance Guidelines and Code of Business Conduct and Ethics is published on our website at www.essentgroup.com. Our Bye-laws are filed with the SEC and can be found on the SEC’s website at www.sec.gov. Each of these documents is available in print to any shareholder upon request by writing to our Secretary at Essent Group Ltd., Clarendon House, 2 Church Street, Hamilton HM11, Bermuda. Our Board of Directors regularly reviews corporate governance developments and modifies our committee charters and key practices and policies as our Board believes to be warranted.

TABLE OF CONTENTS

Communications with our Board of Directors and Non-Employee Directors

Any shareholder or other interested party that desires to communicate directly with our Board of Directors, any committee of the Board of Directors or our non-employee directors as a group may do so by addressing the communication in care of our Secretary at Essent Group Ltd., Clarendon House, 2 Church Street, Hamilton HM11, Bermuda with a request to forward the communication to the intended recipient. The Secretary’s office opens all such correspondence and forwards it to the relevant director or group of directors, except for items unrelated to the functions of the Board, including business solicitations or advertisements.

Board of Directors’ Role in Risk Oversight

Our Board of Directors as a whole has responsibility for risk oversight, with reviews of certain areas being conducted by the relevant committees of the Board that report on their deliberations to the full Board. The oversight responsibility of our Board of Directors and its committees is enabled by management reporting processes that are designed to provide visibility to the Board about the identification, assessment and management of critical risks and management’s risk mitigation strategies. These areas of focus include competitive, economic, operational, financial (accounting, credit, liquidity and tax), legal, regulatory, compliance and reputational risks. Our Board of Directors and its committees oversee risks associated with their respective principal areas of focus, as summarized below.

		Audit Committee			Risks and exposures associated with financial matters, particularly financial reporting, tax, accounting, disclosures, compliance, internal control over financial reporting, financial policies and credit and liquidity matters and our enterprise risk management program.
		Compensation Committee			Risks and exposures associated with executive compensation programs and arrangements, including incentive plans, and leadership and succession planning.
		Nominating, Governance and Corporate Responsibility Committee			Risks and exposures associated with corporate governance and sustainability.
		Risk Committee			Risks associated with insurance and investment portfolios and investment guidelines, including credit, underwriting, pricing risk, market risk and liquidity risk.
		Technology, Innovation and Operations Committee			Risks and exposures related to technology, innovation, data security and data privacy, and operations-related matters.

We maintain an internal disclosure committee consisting of certain members of our executive management and senior employees. The disclosure committee meets at least quarterly to bring together representatives from our core business functions and employees involved in the preparation of our financial statements so that the group may discuss any issues of which the members are aware that should be considered for disclosure in our public SEC filings. The disclosure committee reports to our President and Chief Executive Officer and our Senior Vice President and Chief Financial Officer.

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

TABLE OF CONTENTS

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 30). In August 2019, the Compensation Committee asked 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 2020 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, and this compensation structure remained the same for 2021.

The compensation arrangements for the non-employee directors of the Board for 2021 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.


Annual Cash Retainer	$	125,000
Additional Annual Cash Retainer for Board Committee Chairpersons:
Audit Committee	$	25,000
Compensation Committee	$	25,000
Nominating, Governance and Corporate Responsibility Committee	$	15,000
Technology, Innovation and Operations Committee	$	20,000
Risk Committee	$	20,000
Additional Annual Cash Retainer for Lead Independent Director	$	25,000
Annual Equity Award(1)	$	125,000

(1)

Award delivered in the form of restricted common share units granted under the 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 25.

The following table sets forth compensation earned by our non-employee directors during the year ended December 31, 2021:

TABLE OF CONTENTS

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 ($)
Jane P. Chwick(3)		145,000		125,008		—		—		—		2,075		272,083
Aditya Dutt		125,000		125,008		—		—		—		2,075		252,083
Robert Glanville		125,000		125,008		—		—		—		2,075		252,083
Angela L. Heise		125,000		125,008		—		—		—		2,075		252,083
Roy J. Kasmar		150,000		125,008		—		—		—		2,075		277,083
Allan Levine		145,000		125,008		—		—		—		2,075		272,083
Douglas J. Pauls		150,000		125,008		—		—		—		2,075		277,083
William Spiegel		165,000		125,008		—		—		—		2,075		292,083

(1)

The amounts reported in this column represent the aggregate grant date fair value of the restricted common share units granted in 2020 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, 2021. On May 6, 2021, each of our continuing non-employee directors received 2,404 restricted share units in respect of their Board service through our 2022 Annual General Meeting of Shareholders. All of such restricted share unit awards remained outstanding on December 31, 2021, other than the award issued to Ms. Chwick, which terminated upon her resignation from the Board of Directors effective December, 31, 2021.

(2)

Represents the value of dividend equivalent rights credited in respect of 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 $0.16 per share on March 19, 2021, $0.17 per share on June 10, 2021, $0.18 per share on September 10, 2021, and $0.19 per share on December 10, 2021.

(3)

Ms. Chwick resigned from the Board of Directors effective December 31, 2021.

TABLE OF CONTENTS

Executives and Executive Compensation

Current Executive Officers

The following are biographical summaries of our executive officers, except for Mr. Casale, whose biography is included in the section entitled “The Board of Directors and its Committees—Information Concerning Directors” above. Our executive officers are appointed by our Board of Directors and serve until their successors have been duly appointed and qualified or their earlier resignation or removal.

	Christopher G. Curran
	President – Essent Guaranty, Inc. since January 2022 (served as Senior Vice President, Corporate Development from 2011 – 2021) Age 57			BACKGROUND Mr. Curran brings more than 25 years of mortgage insurance, mortgage banking and financial services experience in the areas of operations, financial management, pricing, secondary marketing, capital markets, investor relations and corporate development. Prior to joining Essent, Mr. Curran served as senior vice president of pricing and operations for another mortgage insurer and held leadership positions with JP Morgan Chase and Advanta Corp. He began his career as a certified public accountant with Arthur Andersen LLP, specializing in financial services and securitization. Mr. Curran holds a BS in accounting from LaSalle University.

	Lawrence E. McAlee
	Senior Vice President and Chief Financial Officer since 2009 Age 58			BACKGROUND Mr. McAlee has over 25 years of experience in the areas of finance, accounting, controls and risk management. Between 2002 and 2009, Mr. McAlee held a series of senior management positions at Sovereign Bancorp, Inc., including serving as its chief accounting officer, general auditor and chief enterprise risk management officer. Prior to joining Sovereign, Mr. McAlee was a partner with Arthur Andersen LLP. Mr. McAlee holds a BS in accounting from St. Joseph’s University and is a certified public accountant.

TABLE OF CONTENTS

	Vijay Bhasin
	Senior Vice President and Chief Risk Officer since 2009 Age 57			BACKGROUND Mr. Bhasin has significant mortgage finance industry expertise, including multiple senior management positions specializing in mortgage risk. From 2006 to 2008, Mr. Bhasin served as a managing director of Countrywide Financial Corporation and Bank of America, with responsibility for economic capital assessment, asset liability management, counterparty credit risk measurement and structured credit analytics. Earlier in his career, Mr. Bhasin held management positions with the Federal Home Loan Mortgage Corporation (Freddie Mac), including serving as vice president overseeing development and implementation of a variety of mortgage credit and prepayment models. He has also held research positions with the Federal National Mortgage Association (Fannie Mae) and the Board of Governors of the Federal Reserve System. Mr. Bhasin holds a BS in mechanical engineering from the National Institute of Technology, Kurukshetra, India, an MBA in finance and marketing from Southern Illinois University, and a PhD in finance from Indiana University, Bloomington.

	Mary Lourdes Gibbons
	Senior Vice President, Chief Legal Officer and Assistant Secretary since 2008 Age 60			BACKGROUND Ms. Gibbons has more than 25 years of experience in the mortgage industry. From 2003 to 2008, Ms. Gibbons served as chief legal officer of Wilmington Finance, Inc., a mortgage lender. Ms. Gibbons began her career at the U.S. Bankruptcy Court and White and Williams LLP, a law firm. Ms. Gibbons’ mortgage-related experience includes senior roles at ContiMortgage Corp. and Advanta Mortgage Corp. Ms. Gibbons holds a BS in marketing from St. Joseph’s University and a JD from The Delaware Law School.

TABLE OF CONTENTS

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (CD&A) describes our executive compensation programs, including the oversight of such programs by our Compensation Committee and the rationale and processes used to determine the compensation for the Company’s named executive officers (“NEOs”) and provides a detailed description of those programs. This CD&A, which may include forward-looking statements, should be read together with the compensation tables and related disclosures that follow this section.

This discussion focuses on the compensation provided to the Company’s NEOs during 2021, who were:

				Name			Title
				Mark A. Casale			Chairman of the Board of Directors, President and Chief Executive Officer
				Christopher G. Curran			President, Essent Guaranty, Inc. (since January 2022; previously Senior Vice President, Corporate Development)
				Lawrence E. McAlee			Senior Vice President and Chief Financial Officer
				Vijay Bhasin			Senior Vice President and Chief Risk Officer
				Mary L. Gibbons			Senior Vice President, Chief Legal Officer and Assistant Secretary

Jeff R. Cashmer, who served as our Senior Vice President and Chief Business Officer through October 8, 2021, remained a named executive officer for 2021 pursuant to applicable SEC rules, although his employment with the Company terminated prior to year-end.

Executive Summary

As discussed above on page 3 under “Proxy Statement Summary—Executive Summary—2021”, 2021 marked a year of transition for Essent. We introduced the next generation of our risk-based pricing engine, continued building a high-quality and profitable mortgage insurance portfolio, and generated robust returns for our shareholders. In 2020, we entered the pandemic from a position

TABLE OF CONTENTS

of strength as one of the best-capitalized mortgage insurers. During 2021, we exited the pandemic as a stronger and more sustainable franchise as evidenced by higher earnings and a stronger balance sheet.

For 2021, we earned $682 million or $6.11 per diluted share, compared to net income of $413 million or $3.88 per diluted share in 2020, while generating a 17% return on average equity. Insurance in force grew 4% to $207 billion during the year, compared to $199 billion at the end of 2020, while net premiums earned increased to $873 million in 2021 from $863 million in 2020. The average net premium rate was 41 basis points, a decrease from 46 basis points in 2020, due to increased utilization of reinsurance, decreased single premium cancellation income, and competitive market dynamics. Our loss ratio of 3.6% in 2021 benefited from a normalization of credit and favorable performance post-COVID, and our expense ratio of 19.1% in 2021 continued to demonstrate the industry-leading efficiency of our operating platform.

Our named executive officers and other senior management of the Company provided strong leadership in 2021, as we continued to grow our business and address the impacts of the COVID-19 pandemic:

•

We successfully rolled out the next generation of our risk-based pricing engine, EssentEDGE. We believe EssentEDGE provides us with a competitive advantage given the large number of data points we analyze when pricing credit risk.

•

Essent Re, our Bermuda-based reinsurance company, continued to provide another platform to invest in U.S. mortgage credit risk. Essent Re reinsures our U.S. mortgage insurance business through a 35% affiliate quota share arrangement on new insurance written (up from 25% in 2020), participates in risk share transactions sponsored by Fannie Mae, Freddie Mac and others, and provides fee-based managing general agent (MGA) services to our reinsurer clients. At year-end 2021, Essent Re had $16.0 billion of net risk in force and GAAP equity of $1.3 billion, compared to $12.9 billion and $1.1 billion, respectively, at the end of 2020.

•

During the year, we formed our EssentVentures unit to make investments intended to give us access to information, products, services, and technologies to improve our core business and generate financial returns.

•

We executed two Radnor Re insurance-linked note (ILN) transactions in 2021, transferring approximately $1.0 billion of mezzanine risk, and ended the year with 90% of our portfolio protected by some form of reinsurance coverage.

•

In conjunction with our fourth-quarter 2021 earnings release, we announced that our Board of Directors approved a quarterly cash dividend of $0.20 per common share paid in March 2022. This was the fourth consecutive quarterly dividend increase, representing a 25% increase from a year ago. Additionally, as of year-end 2021, we have repurchased 3.5 million ESNT shares, representing $157.8 million of our inaugural $250 million share repurchase authorization announced in May 2021. As a result, we returned over one-third of our earnings in 2021 to shareholders in the form of dividends and share repurchases during the year.

•

We further enhanced our financial flexibility with the December 2021 amendment and extension of our credit facility to $825 million, which now consists of a $425 million term loan and an undrawn revolver of $400 million with a December 2026 maturity date.

Consistent with prior years, our executive compensation program continued to consist of three key elements significantly weighted to pay-for-performance: base salary and annual cash incentive tied to key operational and strategic goals; and long-term incentive awards linked to our common shares.

TABLE OF CONTENTS

Essent’s 2021 Performance

Executive Compensation Highlights

Consistent with our emphasis on performance-based compensation (see “—Compensation Philosophy” below), the actual incentive compensation paid to our named executive officers for 2021 was above target. The Compensation Committee of our Board of Directors, which we refer to as the “Compensation Committee” or the “Committee” in this CD&A, awarded each of our named executive officers above-target incentive compensation under our annual bonus plan for 2021 representing 162.5%, 175%, 105%, 150% and 150% of the annual incentive compensation targets for Messrs. Casale, Curran, McAlee and Bhasin and Ms. Gibbons, respectively.

The Compensation Committee, with the assistance of its independent compensation consultant, Korn Ferry, engages in an ongoing review of our executive compensation program to determine that it supports the competitive compensation philosophy established by the Committee and ultimately serves the interests of our shareholders. For 2021, the Committee followed a similar process as it has used in prior years:

•

Process used for compensation determinations. The Committee reviewed external market data presented by its independent compensation consultant to aid it in setting market-based compensation levels. The committee also considered individual and Company performance, skill sets, experience, leadership, growth potential, and other business needs as well as current best practices and developments when making compensation decisions.

•

Total target cash compensation. Total target cash compensation for 2021 was targeted between the 25th and 50th percentiles of our peer group (see “—Compensation Objectives and Principles” on page 41 for additional information).

TABLE OF CONTENTS

•

Annual equity compensation. We continued to make annual long-term equity incentive grants to our Chief Executive Officer and other named executive officers.

As a result of this review, in February 2021, the Compensation Committee made the following changes to the compensation of each of Messrs. Curran and McAlee and Ms. Gibbons:

•

the annual base salary of each of Messrs. Curran and McAlee and Ms. Gibbons was increased to $500,000, effective January 1, 2021; and

•

the target long term equity incentive award for each of Messrs. Curran and McAlee and Ms. Gibbons was set at 200% of annual base salary, with 50% of such award being subject to performance- and time-based vesting and 50% of such award being subject to time-based vesting over a three-year period.

The Committee believes that these changes were necessary both to align the compensation of Mr. Curran, Mr. McAlee and Ms. Gibbons with their respective counterparts within the Company’s peer group as well as for retention purposes.

Commencing with the performance-based long term incentive awards issued to each of the named executive officers in 2021, the Compensation Committee adopted new performance standards based on a combination of growth in adjusted book value per share and the Company’s total shareholder return relative to that of the members of the S&P 1500 Financials Index, in each case measured over a three year period. The maximum number of shares that the named executive officers may earn under these new awards is 200% of the target number of shares subject to the award. The Compensation Committee believes that these new performance standards strengthen the alignment between management and investors.

As discussed in the 2021 proxy statement, the Compensation Committee also approved in February 2021 an amendment to the performance-based long term equity incentive awards granted to each of the named executive officers in each of March 2019 and February 2020 to provide that such awards will no longer be subject to the achievement of the compounded annual book value per share growth metrics and be subject to only service-based vesting. As a result, the unvested shares subject to the amended 2019 and 2020 awards vest on March 1, 2022 and March 1, 2023, respectively, subject to the continued service requirements and other terms and conditions set forth in the applicable award agreements, without taking into consideration any performance metrics. We also engaged our shareholders on these adjustments in 2021. A summary of this engagement can be found below under “—Advisory Vote on Compensation.”

The Committee took this action because it believed that the risk of inaction and leaving performance-based long term equity incentive awards, the largest component of compensation, for the stewards of our business to the unforeseeable and unpredictable global pandemic would not be a prudent decision for our shareholders in the long-run. In particular, the Compensation Committee was thoughtful in its approach and took into consideration the following when contemplating the adjustment to the performance-based long term equity incentive awards issued prior to the onset of the COVID-19 pandemic:

•

The pandemic’s impact on several macroeconomic factors relevant to Essent that were (and continue to be) outside of management’s control.

•

The probability of achieving goals set in the 2019 and 2020 performance awards at the time decisions were made.

•

The potential erosion of the retentive and incentive power for senior executives who would be crucial to steward Essent through the pandemic. A primary purpose of our compensation program, in particular our long-term equity incentive compensation, is to retain and incentivize executives. There was considerable concern that if a significant portion of this program was perceived as being highly unlikely to be achieved, due to no fault of our executives, we would be in a vulnerable position from a retention standpoint (e.g., executives leaving for new opportunities or, particularly given their individual business experiences through multiple past financial downturns, retirement).

TABLE OF CONTENTS

•

Goals for in-flight performance awards were already set at stretch levels relative to Essent’s historic performance and did not consider the impacts of a global pandemic.

The Compensation Committee believes that the above reasons represent a substantive and compelling rationale for its decision to amend the performance-based long term equity incentive awards granted in each of March 2019 and February 2020 to each of the named executive officers. At the time the Committee approved these actions in the midst of the COVID-19 pandemic and the resulting unprecedented economic dislocations, the stakes were considerably high for Essent, and the Committee firmly believes that it acted in the interest of supporting leadership continuity in a turbulent time. The Compensation Committee discussed these changes over the course of multiple meetings from the onset of the COVID-19 pandemic in March 2020 through the Committee’s meeting in February 2021 when the changes were ultimately approved. The Committee engaged Korn Ferry, its independent compensation consultant, as well as outside legal counsel, during its evaluation of multiple options to address compensation concerns created by the COVID-19 pandemic. Ultimately, the Committee determined, based in part on the advice of its independent compensation consultant, that these changes represented the best option to retain our senior executives who were critical to us successfully navigating the business disruptions caused by the COVID-19 pandemic.

In August 2021, the Committee approved changes to the form of award agreements to be used for performance-based long term equity incentive awards to be granted in 2022 and beyond. Under the new form of agreement, upon the death, disability or qualifying retirement of an awardee, all of the shares subject to such performance-based long term equity incentive awards will remain outstanding through the completion of the applicable performance period, with the number of shares becoming earned being based on the actual performance for the applicable performance period. A qualifying retirement under the newly approved award agreement is defined as a voluntary termination of employment after no less than ninety (90) days’ prior written notice to us, either (x) upon satisfaction of the criteria for late, normal or early retirement under the tax-qualified defined contribution plan in which the awardee is eligible to participate, as defined in such plan, or (y) regardless of whether such plan exists, following any date after which the awardee has attained the age of sixty (60) and completed at least ten (10) years of continuous service with us. The Committee believes that the new award agreement is an important part of the Company’s succession planning, facilitating the orderly transition of senior executive positions.

In December 2021, in connection with his promotion to the role of president of our primary US operating subsidiary, Essent Guaranty, Inc., the Compensation Committee approved an increase in Mr. Curran’s base salary to $650,000 effective January 1, 2022.

Advisory Vote on Compensation

At the 2021 Annual General Meeting of Shareholders, our advisory say on pay proposal garnered 46.1% support. This was a significant departure from our historic vote support and well below the level that our Board of Directors considers to be acceptable. We take alignment between shareholders and management very seriously, as evidenced by a long track record of strong shareholder support of our say on pay votes prior to 2021. As such, the Board felt that it was appropriate to reach out to a significant majority of our investors, as defined by ownership, to better understand their views on our executive compensation program. In the third quarter of 2021, we contacted our top 25 shareholders, representing approximately 75% of our shares outstanding. We ultimately held meetings with 8 investors that accepted our invitation to engage, collectively representing over 30% of our ownership as of June 30, 2021. We also engaged in discussions with two major proxy advisory firms, Institutional Shareholder Services and Glass Lewis regarding our executive compensation program.

During these calls, investors provided valuable feedback on our executive compensation practices and their perspectives on ESG more generally. A summary of their feedback on our compensation program and how we responded is below:

TABLE OF CONTENTS

	What we heard			How we responded
	Investors that did not support the say on pay proposal at the 2021 annual general meeting of shareholders indicated the adjustment to the outstanding 2018 and 2019 performance equity awards that occurred in February 2021 was the primary driver of their against votes.			We have heard our investors clearly, and we did not subsequently modify the performance conditions of any inflight equity awards, and we do not intend to modify the performance conditions of inflight equity awards in future years.
	Limited disclosure on the rationale for the adjustment to the performance-based awards made it difficult to support our 2020 say on pay proposal.			We provided updated disclosure discussing the rationale behind the decision to adjust outstanding equity awards, including the facts and circumstances during the time when awards were adjusted (see “—Executive Compensation Highlights” above).
	Many investors indicated that they felt the current executive compensation program historically had appropriately aligned pay and performance.			We intend to continue with our historic compensation program.
	Investors were appreciative of the opportunity to engage with us and express their views on our executive compensation program, corporate governance, ESG program and other issues.			We intend to continue to engage shareholders periodically on any significant changes in our executive compensation program, as well as on corporate governance and ESG matters.

The Compensation Committee will continue to work to ensure that our executive officers’ interests are aligned with our shareholders’ interests to support long-term value creation and to continue to strengthen the Company.

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.

TABLE OF CONTENTS

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.

Executive Compensation Participants

Compensation Committee—Role and Permitted Members

The Compensation Committee oversees the compensation and benefit programs of our executive officers, including each of our named executive officers. The Committee is responsible for ensuring that our compensation policies and practices support the successful recruitment, development, and retention of executive talent and leadership required to achieve our business objectives. The responsibilities of the Compensation Committee include:

•

approving the goals and objectives relating to our Chief Executive Officer’s compensation, evaluating the performance of our Chief Executive Officer in light of such goals and objectives, and setting the compensation of our Chief Executive Officer based on this evaluation;

•

approving the salaries and annual incentive awards of each of our other named, as well as our other executive officers who report directly, as applicable, to our Chief Executive Officer or the President of our primary U.S. operating subsidiary, Essent Guaranty Inc., including each of our senior vice presidents as well as our vice president and chief accounting officer, taking into account the recommendation of our Chief Executive Officer and such other information as the Compensation Committee believes is appropriate;

•

administering our equity incentive plans, including authorizing grants of restricted common shares, restricted common share units, performance units, options and other equity-based awards under these plans;

•

retaining and terminating, in its sole discretion, third party consultants to assist in the evaluation of director and executive compensation (with sole authority to approve any such consultant’s fees and other terms of engagement); and

•

assessing the appropriate structure and amount of compensation for our directors.

The Compensation Committee is made up entirely of “independent” directors, consistent with the current listing standards of the NYSE. Each member of the Committee also qualifies as a “non-employee director” as defined under Section 16 of the Securities Exchange Act of 1934.

Role of Management and the Chief Executive Officer in Compensation Decisions

The Compensation Committee strongly believes in aligning the interests of our named executive officers and other executives with those of our shareholders through an executive compensation program designed with input from our Chief Executive Officer who is in regular dialogue with the Committee and, as appropriate, the Committee’s independent compensation consultant, regarding internal, external, cultural, business and motivational challenges and opportunities facing us and

TABLE OF CONTENTS

our executive talent. To that end, our management team analyzes, with assistance from the Committee’s independent compensation consultant, trends and may recommend improvements to the compensation programs.

Our Compensation Committee seeks the views of our Chief Executive Officer in setting and administering our executive compensation programs. In particular, at the beginning of each year, Mr. Casale, the Chairman of our Board of Directors and our Chief Executive Officer, oversees the development of corporate and individual goals for purposes of annual and long-term compensation of each of our named executive officers (other than himself). These goals are derived from our corporate business plan and include both quantitative measurements and qualitative considerations selected to reinforce and enhance achievement of our operating and growth objectives. The Compensation Committee reviews these goals with Mr. Casale, adopts revisions it deems appropriate and determines the final goals for annual and long term compensation.

Following the end of each year, Mr. Casale reviews with the Compensation Committee the achievement of corporate, business unit/regional and individual goals and the performance of each named executive officer (other than himself), and presents his recommendations (without any recommendation as to his own compensation) regarding base salary adjustments, annual bonus, and long-term equity awards for our named executive officers (other than his own) to ensure alignment of shareholder interests with each executive’s goals as well as to reward the executive for their performance. Although the Committee receives management’s input with respect to executive compensation, all decisions regarding compensation for our named executive officers are made by the Committee. With respect to the non-quantitative performance measures applicable to our named executive officers, the Compensation Committee relies heavily on the views of Mr. Casale (other than as to himself). As our Chief Executive Officer, Mr. Casale oversees the day-to-day performance of the other named executive officers. As such, our Compensation Committee believes that he is well positioned to evaluate their performance and make recommendations as to their overall compensation.

Independent Compensation Advisor

The Compensation Committee has the power to hire and fire independent compensation consultants, legal counsel, or financial or other advisors as it may deem necessary to assist it in the performance of its duties and responsibilities, without consulting or obtaining the approval of the Company’s management. The Committee recognizes the importance of objective, independent expertise and advice in carrying out its responsibilities. The Compensation Committee continued to retain Korn Ferry as its independent compensation consultant through 2021. Korn Ferry reports directly to, and is directly accountable to, the Committee, and the Committee has the sole authority to retain, terminate, and obtain the advice of Korn Ferry at the Company’s expense. The Compensation Committee has selected Korn Ferry as its consultant because of its expertise and reputation and the fact that Korn Ferry has no other ties to management that could jeopardize its fully independent status, and has strong internal governance policies that help ensure that it maintains its independence. The Compensation Committee partnered with Korn Ferry throughout 2021 on various executive compensation matters, including a review of the Company’s compensation programs. The Committee, with the assistance of its independent compensation consultant, monitors market compensation practices and developments, as well as the appropriateness of the various components of the executive pay program, as our business progresses and evolves with anticipated growth and changing market conditions.

The Compensation Committee annually assesses the independence of Korn Ferry pursuant to the rules of the SEC and the listing standards of the NYSE rules. In performing the annual independence assessment, the Committee considers various factors bearing on adviser independence, including the nature and amount of work performed for the Committee during the year, the nature of any unrelated services performed for the Company, the amount of fees paid for those services in relation to the firm’s total revenues, the adviser’s policies and procedures designed to prevent conflicts of interest, and the existence of any business or personal relationship that could impact the adviser’s independence. Pursuant to SEC and NYSE rules, the Committee assessed the independence of Korn Ferry and determined that Korn Ferry’s work for the committee has not

TABLE OF CONTENTS

raised any conflicts of interest. During 2021, we paid Korn Ferry approximately $62,000 in fees for its services to the Compensation Committee relating to executive and director compensation.

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 2021 that was used in 2020, consisting of the following 14 publicly traded companies:

•

Arch Capital Group Ltd.

•

Assured Guaranty Corporation

•

Fidelity National Financial Inc.

•

First American Financial Corp.

•

Genworth Financial Inc.

•

Markel Corporation

•

MGIC Investment Corp.

•

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.

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 2021:

•

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

In accordance with our overall compensation philosophy and program, executives are provided with a mix of base salary, annual incentives, long-term incentives, and retirement and welfare benefits. Our compensation philosophy places a greater portion of the potential compensation for each named executive officer “at risk” such that compensation will vary based on performance. The following table describes the key elements of compensation and the philosophy behind providing each such element:

TABLE OF CONTENTS

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

The Compensation Committee reviews all elements that collectively contribute to total compensation rather than any specific formula to determine the allocation between performance-based and guaranteed compensation in making its decisions each year. This process ensures that judgments made in respect of any individual element of compensation are taken in the context of

TABLE OF CONTENTS

the total compensation that an individual receives, particularly the balance between base salary, annual incentives and long-term incentives.

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 2021 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 2021 were:

Name	2021 Base Salary
Mark A. Casale		$	925,000
Christopher G. Curran		$	500,000
Lawrence E. McAlee		$	500,000
Vijay Bhasin		$	450,000
Mary L. Gibbons		$	500,000

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 2021, 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 2021 (the “performance goals”).

Performance Targets for Past Year/Performance Period

The table below sets forth each named executive officer’s 2021 threshold, target, and maximum annual incentive opportunities under our annual leadership bonus program, expressed as a percentage of base salary.

TABLE OF CONTENTS

2021 Annual Incentive Opportunity Expressed as a Percentage of Base Salary
Name	Threshold		Target		Maximum
Mark A. Casale		120%		160%		280%
Christopher G. Curran		75%		100%		175%
Lawrence E. McAlee		75%		100%		175%
Vijay Bhasin		75%		100%		175%
Mary L. Gibbons		75%		100%		175%

The weighting of corporate and individual performance goals for annual incentive compensation opportunities varies among our named executive officers.

2021 Annual Incentive Opportunity—Weighting of Goals
Name	Corporate Goals		Individual Goals
Mark A. Casale		100%		—
Christopher G. Curran		50%		50%
Lawrence E. McAlee		50%		50%
Vijay Bhasin		50%		50%
Mary L. Gibbons		50%		50%

We believe that our corporate and individual goals in concert help ensure that executives are focused on creating long-term value for our shareholders by effectively growing in a profitable manner with an emphasis on the long-term prospects of the Company.

With respect to corporate goals, the annual incentive opportunity for 2021 was designed to focus our named executive officers on both quantitative and qualitative financial and strategic goals. The following table summarizes the corporate performance goals for 2021 applicable to our named executive officers that were approved by the Compensation Committee in February 2021. Management and the Compensation Committee view the substance and nature of the subjective corporate-level strategic accomplishments to be proprietary and sensitive.

2021 Annual Incentive Plan Performance Goals

Goal

Weighting

Threshold

Target

Maximum

Actual

Expand core U.S. mortgage insurance franchise (NIW for year ended December 31, 2021)

25%

$60 billion

$75 billion

$90 billion

$84 billion

Optimize portfolio growth, efficiently leveraging operating infrastructure (diluted earnings per share and return on equity for year ended December 31, 2021)

25%

$3.50 per
share at
10% return
on equity

$5.00 per
share at
13.5% return
on equity

$6.00 per
share at
16% return
on equity

$6.11 per
share at
16.8% return
on equity

Grow gross revenues (total revenues plus premiums ceded) for year ended December 31, 2021

25%

$1.05 billion

$1.1 billion

$1.2 billion

$1.139 billion

Strategic accomplishments

25%

as determined by the Compensation
Committee in February 2021

all strategic
accomplishments
were completed

In determining the annual incentive award for each of our named executive officers (other than Mr. Casale), the Compensation Committee considered the achievement of the following individual performance goals:

TABLE OF CONTENTS

	Name			Individual Performance Goals
	Christopher G. Curran			• Drive the Company’s efforts to explore opportunities in the evolving intersection of the consumer finance, mortgage, insurance and technology sectors. • Develop, implement, and enhance the Company’s ESG processes and strategies. • Develop, evaluate, and execute on corporate development initiatives. • Lead the Company’s credit risk transfer efforts through a combination of insurance-linked notes, excess of loss reinsurance, and/or quota share reinsurance.
	Lawrence E. McAlee			• Execute on capital plan regarding dividends, share repurchases, and other capital distributions, reinvestment/allocation to other strategies, liquidity and alternative investments. • Assist the CEO and Corporate Development team in evaluating opportunities in the evolving intersection of the consumer finance, mortgage, insurance, and technology sectors. • Evaluate opportunities to enhance yield on investment portfolio. • Collaborate with the Company’s IT function to complete the transition of all financial systems to the cloud, and enhance finance and accounting team productivity with new tools available within the cloud environment. • Support debt, equity, and merger and acquisition activity as needed. • Explore staffing and organizational changes to increase efficiency and productivity of the Company’s finance and accounting functions. • Extend the maturity of the Company’s credit facility.
	Vijay Bhasin			• Support the deployment and operation of the next generation of the Company’s risk-based pricing engine. • Refine internal pricing and risk models. • Continue development of enhanced automated underwriting processes. • Support customer development objectives by implementing improved master policy approval process. • Explore staffing and operational opportunities to improve the productivity and capabilities of the Company’s quality assurance functions.
	Mary L. Gibbons			• Conduct legal and regulatory reviews of internal risk models prior to their implementation. • Assist in the Company’s deployment goals for the next generation of its risk-based pricing engine. • Evaluate intellectual property protections for the Company’s proprietary risk-based pricing engine. • Review existing and develop new succession plans for the CEO and senior staff. • Assist the CEO and Corporate Development team in evaluating opportunities in the evolving intersection of the consumer finance, mortgage, insurance, and technology sectors. • Support debt, equity, and merger and acquisition activity as needed.

TABLE OF CONTENTS

Based on the achievement of corporate and, as applicable, individual, performance goals, the Compensation Committee approved annual incentive awards in the following amounts for each of our named executive officers, all of which was paid in cash.

Name	Target Annual Incentive Bonus – 2021			Annual Incentive Bonus Award – 2021			% of Target
Mark A. Casale		$	1,480,000		$	2,405,000		162.5%
Christopher G. Curran		$	500,000		$	875,000		175.0%
Lawrence E. McAlee		$	500,000		$	525,000		105.0%
Vijay Bhasin		$	450,000		$	675,000		150.0%
Mary L. Gibbons		$	500,000		$	750,000		150.0%

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 2021, the target annual long term equity incentive awards for our named executive officers were as follows:

•

Mr. Casale—450% 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; and

•

Messrs. Curran, McAlee 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.

The following table sets forth the annual long term equity incentive awards granted to our named executive officers in 2021:

Name	Restricted Shares Subject to Time-Based Vesting		Restricted Shares Subject to Time- and Performance- Based Vesting		Total Restricted Shares Granted
Mark A. Casale		23,830		142,976		166,806
Christopher G. Curran		11,450		22,900		34,350
Lawrence E. McAlee		11,450		22,900		34,350
Vijay Bhasin		10,305		20,610		30,915
Mary L. Gibbons		11,450		22,900		34,350

The time-vested restricted common shares vest in equal annual installments during the three-year period commencing on March 1, 2021, subject to the executive’s continuous employment through each such vesting date.

TABLE OF CONTENTS

The performance-vested shares, which were issued at the maximum 200% of target, become earned upon the Company’s achievement of a combination of compounded annual book value per share growth percentage 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, 2021, and any earned shares will vest on March 1, 2024, subject to the executive’s continuous employment through such date:

		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%

All outstanding restricted common shares are eligible to participate in our quarterly dividends, with any dividends in respect of unvested shares retained by the Company until such time, if ever, as the underlying share 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 to which such released retained dividends relate.

Compensation Arrangement with Former Executive

Effective October 8, 2021, we terminated the employment of Jeff R. Cashmer, our former Senior Vice President and Chief Business Officer, to allow Mr. Cashmer to pursue other opportunities. In connection with his employment termination, Mr. Cashmer agreed and acknowledged a notice of termination letter, dated September 13, 2021, which memorialized the nature of his separation, his continuing obligations to the Company pursuant to certain restrictive covenants, and provided that his receipt of any severance benefits was contingent on his execution and non-revocation of a release of claims in favor of the Company. In connection with his separation from service with the Company and following his execution of the release agreement, Mr. Cashmer received certain severance payments and benefits (including vesting of certain equity awards) consistent with a termination by us without “cause” under his employment agreement. Mr. Cashmer remains subject to certain restrictive covenants for 18 months following his termination, as contemplated by his employment agreement.

Other Elements of Compensation

As described below, we also provide certain retirement benefits and welfare benefits to our named executive officers.

Retirement Benefits

Our eligible employees, including each of our named executive officers, are eligible to participate in a tax-qualified 401(k) retirement plan. In addition to being able to make contributions (up to tax law limits), participants are eligible for a Company matching contribution of 100% of their contributions up to 5% of their eligible compensation. The matching contribution is provided on the same basis to our named executive officers as all other employees who participate in the plan. The amounts contributed to the 401(k) plan on behalf of each of the named executive officers are listed in the Summary Compensation Table elsewhere in this proxy statement.

TABLE OF CONTENTS

Perquisites

We do not have a formal perquisite policy and do not emphasize special perquisites for our executive officers, although the Compensation Committee periodically reviews perquisites for our named executive officers. Rather, there are certain specific perquisites we have agreed to provide particular executives based on their specific situations. In particular, each of our named executive officers is entitled to participate in the Company’s financial counseling and diagnostic wellness programs as in effect from time to time.

Medical and Other Welfare Benefits

Our named executive officers, along with all of our other employees, are eligible to participate in medical, dental, life, accidental death and disability, long-term disability, short-term disability, and other employee benefits. The purpose of these plans is to provide competitive benefits to our employees and to help to attract and retain employees by offering a comprehensive package of benefits.

Termination, Severance and Change in Control Benefits

The employment agreements with each of our named executive officers 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, our named executive officers 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 56 (“—Potential Payments and Benefits upon Termination or Change in Control”).

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.

Tax Considerations and Deductibility of Compensation

The deductibility of compensation paid to any person who served as our Chief Executive Officer or Chief Financial Officer at any point during the fiscal year, any other person who is among the three highest compensated officers for the fiscal year and any other person who was a covered employee for any fiscal year beginning after December 31, 2016 is generally limited under Section 162(m) of the US Tax Code to the extent it exceeds $1 million in a given year. Our compensation philosophy strongly emphasizes performance-based compensation for our executive officers, which historically minimized the consequences of the Section 162(m) limit on deductibility. Regardless, the committee believed and continues to believe that the tax deduction limitation

TABLE OF CONTENTS

should not compromise its ability to design and maintain executive compensation arrangements necessary to attract and retain strong executive talent. Accordingly, achieving the desired flexibility in the design and delivery of compensation may result in compensation that in certain cases is not deductible for federal income tax purposes.

Share Ownership Guidelines

No Hedging Policy

Our named executive officers are prohibited from hedging their ownership or offsetting any decline in the market value of our common shares, including by trading in publicly-traded options, puts, calls or other derivative instruments related to our common shares.

Compensation Committee Report

We have reviewed and discussed the Compensation Discussion and Analysis with management. Based on our review and discussion with management, the Compensation Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

Compensation Committee of the Board of Directors

Allan Levine, Chairman
Douglas J. Pauls
William Spiegel

TABLE OF CONTENTS

Summary Compensation Table

The following table sets forth information regarding the compensation awarded to, earned by, or paid to our named executive officers in fiscal years 2021, 2020 and 2019.

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards(1) ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation(2) ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation(3) ($)		Total ($)
Mark A. Casale Chairman of the Board of Directors, President and Chief Executive Officer		2021		925,000		—		5,486,346		—		2,405,000		—		321,521		9,137,867
		2020		925,000		—		4,162,558		—		1,480,000		—		210,743		6,778,301
		2019		925,000		—		4,570,553		—		2,412,500		—		148,372		8,056,425
Christopher G. Curran(4) President, Essent Guaranty, Inc.		2021		500,000		—		1,141,282		—		875,000		—		75,955		2,592,237
		2020		400,000		—		800,003		—		400,000		—		49,628		1,649,631
		2019		400,000		—		854,889		—		600,000		—		28,315		1,883,204
Lawrence E. McAlee Senior Vice President and Chief Financial Officer		2021		500,000		—		1,070,507		—		525,000		—		90,183		2,185,690
		2020		400,000		—		600,002		—		400,000		—		58,900		1,458,902
		2019		400,000		—		642,851		—		600,000		—		68,391		1,711,242
Vijay Bhasin Senior Vice President and Chief Risk Officer		2021		450,000		—		1,090,865		—		675,000		—		102,262		2,318,127
		2020		450,000		—		900,054		—		450,000		—		46,037		1,846,091
		2010		450,000		—		964,234		—		675,000		—		45,256		2,134,490
Mary L. Gibbons(5) Senior Vice President, Chief Legal Officer and Assistant Secretary		2021		500,000		—		1,070,507		—		750,000		—		138,064		2,458,571
Jeff R. Cashmer(6) Former Senior Vice President and Chief Business Officer		2021		366,634		—		1,090,865		—		—		—		1,812,691		3,270,190
		2020		450,000		—		900,054		—		450,000		—		55,187		1,855,241
		2019		450,000		—		964,234		—		562,500		—		32,537		2,009,271

(1)

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.

In February 2021, the performance-based share awards granted in 2019 and 2020 to certain members of senior management, including each of our named executive officers, were amended to provide that such awards would no longer be subject to the achievement of the appliable performance metric, compounded annual book value per share growth, and would be subject to only service-based vesting. As a result, the unvested shares subject to these amended 2019 and 2020 awards will vest on March 1, 2022 and March 1, 2023, respectively, subject to the continued service requirements and other terms and conditions set forth in the applicable award agreements, without taking into consideration any performance metrics. The 2021 amounts reported in this column include the incremental compensation expense related to amending these awards, computed as of the modification date in accordance with FASB ASC Topic 718, of $2,209,545, $283,104, $212,329, $318,505, $318,505, and $212,329 for Messrs. Casale, Curran, McAlee, Bhasin and Cashmer and Ms. Gibbons, respectively. For additional information on these awards, see “— Executive Compensation Highlights” and “Advisory Vote on Compensation” above and “— Grants of Plan Based Awards Table”, including footnote 5 thereto, below for additional information. The aggregate incremental fair value reported in this column for 2021 with respect to these awards does not represent new share awards to any of our named executive officers.

For additional information, including a discussion of the assumptions used to calculate the values in this column, see Note 10 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021.

(2)

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.

(3)

The amounts reported in this column for 2021 include: (a) financial planning services and reimbursed legal fees of $29,177, $3,500, $25,000, $0, $2,850, and $23,076 paid on behalf of each of Messrs. Casale, Curran, McAlee, Bhasin and Cashmer and Ms. Gibbons, respectively; (b) matching 401(k) contributions of $14,500 on behalf of each of Messrs. Casale, Curran, McAlee, Bhasin and Cashmer and Ms. Gibbons; (c) $7,130 and $7,414 paid on behalf of Mr. Casale and Mr. Curran, respectively, under the Company’s diagnostic wellness program; (d) payments with respect to used paid-time off (PTO) days from 2020 for which the Company paid in 2021 $39,133, $7,692, $12,500, $44,999, $38,725 and $62,305 to Messrs. Casale, Curran, McAlee, Bhasin and Cashmer and Ms. Gibbons, respectively; and (e) severance payments to Mr. Cashmer totaling $1,721,500. In addition, in connection with the payments of our quarterly dividends in the amount of $0.16 per share on March 19, 2021, $0.17 per share on June 11, 2021, $0.18 per share on September 10, 2021, and $0.19 per share on December 10, 2021, 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 grant date values of such dividend equivalent rights granted for each of the named executive officers is as follows: Mr. Casale: $231,581; Mr. Curran: $42,849; Mr. McAlee: $38,183; Mr. Bhasin $42,763; Ms. Gibbons: $38,183; and Mr. Cashmer: $35,116

(4)

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.

(5)

Ms. Gibbons was not a named executive officer in 2019 or 2020. 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.

(6)

Mr. Cashmer’s employment terminated effective October 8, 2021.

TABLE OF CONTENTS

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, 2021.

			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 (#)				Grant Date Fair Value of Stock and Option Awards ($)(3)
Mark A. Casale		—		1,110,000		1,480,000		2,590,000		—		—		—		—		—
		2/5/2021(4)		—		—		—		—		—		—		23,830		1,040,656
		2/5/2021		—		—		—		—		71,488		142,976		—		2,236,145
		2/5/2021(5)		—		—		—		—		—		—		136,777		2,209,545
Christopher G. Curran				375,000		500,000		875,000		—		—		—		—		—
		2/5/2021(4)		—		—		—		—		—		—		11,450		500,022
		2/5/2021		—		—		—		—		11,450		22,900		—		358,156
		2/5/2021(5)		—		—		—		—		—		—		17,525		283,104
Lawrence E. McAlee		—		375,000		500,000		875,000		—		—		—		—		—
		2/5/2021(4)		—		—		—		—		—		—		11,450		500,022
		2/5/2021		—		—		—		—		11,450		22,900		—		358,156
		2/5/2021(5)		—		—		—		—		—		—		13,144		212,329
Vijay Bhasin		—		337,500		450,000		787,500		—		—		—		—		—
		2/5/2021(4)		—		—		—		—		—		—		10,305		450,019
		2/5/2021		—		—		—		—		10,305		20,610		—		322,340
		2/5/2021(5)		—		—		—		—		—		—		19,716		318,505
Mary L. Gibbons		—		375,000		500,000		875,000		—		—		—		—		—
		2/5/2021(4)		—		—		—		—		—		—		11,450		500,022
		2/5/2021		—		—		—		—		11,450		22,900		—		358,156
		2/5/2021(5)		—		—		—		—		—		—		13,144		212,329
Jeff R. Cashmer		—		337,500		450,000		787,500		—		—		—		—		—
		2/5/2021(4)		—		—		—		—		—		—		10,305		450,019
		2/5/2021		—		—		—		—		10,305		20,610		—		322,340
		2/5/2021(5)		—		—		—		—		—		—		19,716		318,505

(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, 2021. 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 2021, 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 compounded annual book value per share growth percentage and relative total shareholder return percentage during the three-year performance period commencing January 1, 2021. All restricted common shares that are earned will vest on March 1, 2024, subject to the executive’s continuous employment through the applicable date.

		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%

(*)

In the event that the compounded annual book value per share 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.

TABLE OF CONTENTS

(3)

The amounts reported in this column represent the aggregate grant date fair value of the share awards granted in 2021, 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, 2021.

(4)

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, 2022, 2023 and 2024, subject to the executive’s continuous employment through each such date.

(5)

In February 2021, the performance-based share awards granted in 2019 and 2020 to certain members of senior management, including each of our named executive officers, were amended to provide that such awards would no longer be subject to the achievement of the appliable performance metric, compounded annual book value per share growth, and would be subject to only service-based vesting. As a result, the unvested shares subject to these amended 2019 and 2020 awards will vest on March 1, 2022 and March 1, 2023, respectively, subject to the continued service requirements and other terms and conditions set forth in the applicable award agreements, without taking into consideration any performance metrics. The 2021 amounts reported with respect to this award includes the total number of shares subject to each award (including dividend equivalent units issued with respect to each such award through December 31, 2021) and the incremental compensation expense related to amending these awards, computed as of the modification date in accordance with FASB ASC Topic 718, of $2,209,545, $283,104, $212,329, $318,505, $318,505, and $212,329 for Messrs. Casale, Curran, McAlee, Bhasin and Cashmer and Ms. Gibbons, respectively. For additional information on these awards, see “— Executive Compensation Highlights”, “Advisory Vote on Compensation” and “— Summary Compensation Table” above for additional information. The aggregate incremental fair value reported with respect to these awards does not represent new share awards to any of our named executive officers.

Narrative Disclosure to Summary Table and Grants of Plan-Based Award Table

Executive Employment Agreements

Certain of the compensation awarded to, earned by, or paid to our named executive officers reflected in the Summary Compensation Table and the Grants of Plan-Based Awards Table above is provided pursuant to employment arrangements entered into with us and/or our affiliates.

The current employment agreement with each of Messrs. Casale, Curran, McAlee and Bhasin and Ms. Gibbons has an initial term which expired on November 5, 2016 and automatically extends for successive one-year periods, unless at least 120 days prior to the expiration of the then current term either party to the agreement provides the other party with written notice of its intention not to renew the agreement.

Under the terms of each executive’s respective employment agreement, Messrs. Casale, Curran, McAlee, and Bhasin and Ms. Gibbons are each entitled to annual base salaries, currently $925,000, $650,000, $500,000, $450,000 and $500,000, respectively.

Each of our named executive officers is also eligible to receive an annual bonus based upon the achievement of corporate and individual performance objectives. Mr. Casale is entitled to a target annual bonus, currently equal to 160% of his annual base salary, while each of Messrs. Curran, McAlee and Bhasin and Ms. Gibbons are entitled to a target annual bonus, currently equal to 100% of his or her respective annual base salary. For a discussion of our annual bonus plan, see “—Compensation Discussion and Analysis—Elements of Compensation—Performance-Based Annual Incentive Compensation” above. Pursuant to the employment agreements with our named executive officers, no less than 50% of any bonus will be paid in cash. For 2021, all of such annual bonuses payable to our named executive officers were paid solely in cash.

Each of our named executive officers is also eligible to participate in our long-term incentive program. Pursuant to their employment agreements, each of our named executive officers is entitled to a target opportunity under our long-term incentive program. See “—Compensation Discussion and Analysis—Elements of Compensation—Long-Term Equity Incentive Compensation” above for additional information.

Our named executive officers are also entitled to participate in health, insurance, retirement and other benefits on no less favorable terms to similarly situated employees.

For a discussion of the severance pay and other benefits to be provided in connection with a termination of employment and/or a change in control under these employment arrangements, see “—Potential Payments upon Termination or Change in Control” below.

TABLE OF CONTENTS

Indemnification

Our Bye-laws provide that we are required to indemnify our directors and officers, in each case to the fullest extent permitted by Bermuda law.

We have entered into agreements to indemnify each of our directors and officers. These agreements provide for indemnification of our directors and officers to the fullest extent permitted by applicable Bermuda law against all expenses, including attorneys’ fees, judgments, fines, and settlement amounts incurred by any such person in actions or proceedings, including actions by us or in our right, arising out of such person’s services as our director or officer, any of our subsidiaries or any other company or enterprise to which the person provided services at our request.

We believe that these bye-law provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers.

We also maintain standard policies of insurance that provide coverage (i) to our directors and officers against losses arising from claims made by reason of breach of duty or other wrongful act, and (ii) to us with respect to indemnification payments that we may make to such directors and officers.

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, 2021.

	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		2/5/2021(3)		24,204		1,102,014		—		—
		2/5/2021(3)		—		—		145,221		6,611,898
		2/12/2020(4)		13,928		634,124		—		—
		2/12/2020(4)		62,669		2,853,300		—		—
		3/20/2019(5)		79,250		3,608,244		—		—
		2/6/2019(6)		8,807		400,984		—		—
Christopher G. Curran		2/5/2021(3)		11,630		529,503		—		—
		2/5/2021(3)		—		—		23,260		1,059,006
		2/12/2020(4)		5,354		243,771		—		—
		2/12/2020(4)		8,030		365,585		—		—
		3/20/2019(5)		10,154		462,321		—		—
		2/6/2019(6)		3,386		154,170		—		—
Lawrence E. McAlee		2/5/2021(3)		11,630		529,503		—		—
		2/5/2021(3)		—		—		23,260		1,059,006
		2/12/2020(4)		4,016		182,840		—		—
		2/12/2020(4)		6,022		274,189		—		—
		3/20/2019(5)		7,616		346,753		—		—
		2/6/2019(6)		2,539		115,616		—		—

TABLE OF CONTENTS

	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)
Vijay Bhasin		2/5/2021(3)		10,467		476,553		—		—
		2/5/2021(3)		—		—		20,934		953,105
		2/12/2020(4)		6,023		274,236		—		—
		2/12/2020(4)		9,034		411,307		—		—
		3/20/2019(5)		11,423		520,105
		2/6/2019(6)		3,808		173,400		—		—
Mary L. Gibbons		2/5/2021(3)		11,630		529,503		—		—
		2/5/2021(3)		—		—		23,260		1,059,006
		2/12/2020(4)		4,016		182,840		—		—
		2/12/2020(4)		6,022		274,189		—		—
		3/20/2019(5)		7,616		346,753		—		—
		2/6/2019(6)		2,539		115,616		—		—
Jeff R. Cashmer		2/5/2021(3)		—		—		5,372(7)		244,587
		2/12/2020(4)		5,338(7)		243,027		—		—
		3/20/2019(5)		10,557(7)		480,679		—		—

(1)

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 31, 2021 of $45.53.

(3)

On February 5, 2021, each of our named executive officers 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, 2022, March 1, 2023 and 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 compounded annual book value per share growth percentage and relative total shareholder return percentage during the three-year performance period commencing January 1, 2021. All restricted common shares that are earned will vest on March 1, 2024, subject to the executive’s continuous employment through such date.

		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%

(*)

In the event that the compounded annual book value per share or the relative total shareholder return falls

TABLE OF CONTENTS

between the performance levels shown above, the vesting percentage shall be determined using a straight line linear interpolation between the respective levels shown.

(4)

On February 12, 2020, each of our named executive officers was granted restricted common share awards. A portion of the restricted common shares granted are subject to solely time-based vesting. The remaining portion of the restricted common shares granted was initially subject to both performance and service based vesting conditions, and in February 2021, the Compensation Committee approved an amendment to provide that these awards will no longer be subject to the achievement of the performance condition and will be subject to only service-based vesting. As a result, the unvested shares subject to these awards will vest on March 1, 2023, subject to the continued service requirements and other terms and conditions set forth in the applicable award agreements, without taking into consideration any performance metrics.

(5)

On March 20, 2019, each of our named executive officers was granted restricted common share awards. A portion of the restricted common shares granted are subject to solely time-based vesting. The remaining portion of the restricted common shares granted was initially subject to both performance and service based vesting conditions, and in February 2021, the Compensation Committee approved an amendment to provide that these awards will no longer be subject to the achievement of the performance condition and will be subject to only service-based vesting. As a result, the unvested shares subject to these awards vested on March 1, 2022, subject to the continued service requirements and other terms and conditions set forth in the applicable award agreements, without taking into consideration any performance metrics.

(6)

On February 6, 2019, each of our named executive officers were granted restricted common share awards subject to solely time-based vesting. The remaining unvested portion of these shares vest on March 1, 2022, subject to the executive’s continuous employment through each such vesting date.

(7)

Under the terms of Mr. Cashmer’s employment agreement, upon the termination of his employment any remaining awards subject to time- and performance-based vesting will remain outstanding until their stated vesting date, with any shares earned under such awards being prorated for the number of days that Mr. Cashmer was employed during the applicable performance period. These awards reflect the maximum number of shares to which Mr. Cashmer may be entitled to receive on the appliable vesting date.

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, 2021.

	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		—		—		83,776		3,635,059
Christopher G. Curran		—		—		15,067		653,754
Lawrence E. McAlee		—		—		13,575		589,040
Vijay Bhasin		—		—		20,365		883,648
Mary L. Gibbons		—		—		13,575		589,040
Jeff R. Cashmer(2)		—		—		37,100		1,705,479

(1)

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.

(2)

Includes the vesting of time-based restricted share awards that were accelerated upon the termination of Mr. Cashmer’s employment effective October 8, 2021 in accordance with the terms of such awards.

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

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.

TABLE OF CONTENTS

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.

Employment Agreements

Under the employment agreements with each of our named executive officers, certain payments will be made and certain benefits will be provided in connection with certain terminations of employment.

Upon a named executive officer’s termination of employment by the Company without “cause” (as defined in the applicable employment agreement) or by the named executive officer for “good reason” (as defined in the applicable employment agreement), in addition to any accrued or earned but unpaid amounts, and subject to execution of a general release of claims in favor of the Company and its affiliates, the named executive officer will be entitled to receive:

•

a lump sum payment equal to 2 times, with respect to Mr. Casale, and 1.5 times, with respect to Messrs. Curran, McAlee and Bhasin and Ms. Gibbons, the sum of his or her then current annual base salary and target annual bonus for the fiscal year in which the date of termination occurs, payable as soon as reasonably practicable following the date of termination;

•

the executive’s annual bonus for the year in which the termination date occurs, based on achievement of applicable performance goals, prorated based on the number of days which elapsed in the applicable fiscal year through the date of termination, payable at such time annual bonuses are paid to other senior executive officers of the Company;

•

subject to the executive’s election of COBRA continuation coverage, provided the executive does not become eligible to receive comparable health benefits through a new employer, a monthly cash payment equal to the monthly COBRA premium cost for current coverage for the 24-month period, with respect to Mr. Casale, and the 18-month period, with respect to Messrs. Curran, McAlee and Bhasin and Ms. Gibbons, following the date of termination;

•

outplacement services at a level commensurate with the executive’s position in accordance with our practices as in effect from time to time;

•

vesting of any equity grant and other long-term incentive award previously granted to the executive that is subject to service-based vesting or service requirements, that would have vested during the 24-month period, for Mr. Casale, and the 18-month period, with respect to our other named executive officers, following the date of termination; provided, that if such termination follows a “change of control” (as defined in the applicable employment agreement) such awards will become fully vested on the date of termination of the executive’s employment; and

•

vesting of any performance-based equity grant and other long-term incentive award that has not been earned as of the date of termination, which will remain outstanding through the completion of the applicable performance period and will be earned on a prorated basis (based on the period from the commencement of the applicable performance period through the date of termination) based on the actual performance for the applicable performance period.

Upon a named executive officer’s termination of employment due to death or as a result of “disability” (as defined in the applicable employment agreement), in addition to any accrued or earned but unpaid amounts, subject to the execution of a general release of claims in favor of the Company and its affiliates, the named executive officer (or his estate) will be entitled to receive:

•

vesting of any equity grant and other long-term incentive award previously granted to the executive that is subject to service-based or service requirements; and

TABLE OF CONTENTS

•

Each named executive officer’s employment agreement subjects him or her to customary confidentiality restrictions that apply during his employment and indefinitely thereafter, and provides that during his or her employment, and for a period of 18 months, with respect to Messrs. Curran, McAlee and Bhasin and Ms. Gibbons, and 24 months, with respect to Mr. Casale, thereafter, each executive will be subject to non-competition and non-interference covenants. Generally, the non-competition covenant prevents the executive from engaging in mortgage insurance or reinsurance or any business activities in which we or any of our affiliates are engaged (or has committed plans to engage) during executive’s employment, and the non-interference covenant prevents the executive from soliciting or hiring our employees or those of our affiliates and from soliciting or inducing any of our customers, suppliers, licensees, or other business relations or those of our affiliates, to cease doing business with us, or reduce the amount of business conducted with, us or our affiliates, or in any manner interfering with our relationship with such parties.

Plan Awards

The award agreements governing the time- and performance-based restricted common share grants issued to our named executive officers provide that if a change in control event occurs:

•

on or following the completion of the applicable performance period, all of the named executive officer’s then-unvested shares earned under the award will immediately vest; and

•

prior to the completion of the applicable performance period, the number of shares which become earned under the award will be based on the “target” level performance metric to which the award is subject (100% of the restricted shares subject to time- and performance-based awards issued prior to 2021, and the number of restricted shares subject to time- and performance-based awards issued in 2021 at the 150% performance level):

•

if the acquiring entity in the change in control event does not assume the award, then such earned shares will become immediately vested; or

•

if the acquiring entity in the change in control event does assume the award, then such earned shares shall be converted into a number of time-based restricted shares of the acquiring entity that have a fair market value equal to such earned shares as of the date of the change in control (provided that the acquiring entity’s shares are publicly traded), with such shares vesting on the earlier of (i) the last day of the performance period to which the original performance-based award was subject, and (ii) the termination of the executive’s employment with the acquiring company without cause by the acquiring company or for good reason by the awardee.

The following table sets forth for each named executive officer an estimate of the payments and benefits that would be paid under each element of our compensation program assuming that such named executive officer’s employment terminated or the change in control occurred on December 31, 2021 using a closing share price of $45.53 on December 31, 2021. The amounts in the following tables are calculated pursuant to SEC rules and are not intended to reflect actual payments that may be made. Actual payments that may be made will be based on the dates and circumstances of the applicable event.

TABLE OF CONTENTS

Name	Cash Severance Payment(1) ($)		Bonus Payment(1) ($)		Health Insurance Coverage ($)		Outplacement Services ($)		Accelerated Time-Based Restricted Common Shares ($)		Accelerated Performance- Based Restricted Common Shares ($)		Total ($)
Mark A. Casale
Voluntary termination for good reason or involuntary termination without cause		4,810,000		1,480,000		60,432		30,000		1,769,754(2)		7,713,999(4)		15,864,184
Change in control but no termination		—		—		—		—		—		11,420,467(5)		11,420,467
Voluntary termination for good reason or involuntary termination without cause following a change in control		4,810,000		1,480,000		60,432		30,000		2,137,122(3)		11,420,467(5)		19,938,021
Termination for disability or upon death		—		—		—		—		2,137,122(3)		7,713,999(4)		9,851,121
Christopher G. Curran
Voluntary termination for good reason or involuntary termination without cause		1,500,000		500,000		31,806		20,000		750,881(2)		1,058,987(4)		3,861,674
Change in control but no termination		—		—		—		—		—		1,622,161(5)		1,622,161
Voluntary termination for good reason or involuntary termination without cause following a change in control		1,500,000		500,000		31,806		20,000		927,444(3)		1,622,161(5)		4,501,411
Termination for disability or upon death		—		—		—		—		927,444(3)		1,058,987(4)		1,986,431
Lawrence E. McAlee
Voluntary termination for good reason or involuntary termination without cause		1,500,000		500,000		31,806		20,000		651,396(2)		882,494(4)		3,585,696
Change in control but no termination		—		—		—		—		—		1,415,196(5)		1,415,196
Voluntary termination for good reason or involuntary termination without cause following a change in control		1,500,000		500,000		31,806		20,000		827,959(3)		1,415,196(5)		4,294,961
Termination for disability or upon death		—		—		—		—		827,959(3)		882,494(4)		1,710,452
Vijay Bhasin
Voluntary termination for good reason or involuntary termination without cause		1,350,000		450,000		—		20,000		765,245(2)		1,111,953(4)		3,697,198
Change in control but no termination		—		—		—		—		—		1,646,241(5)		1,646,241
Voluntary termination for good reason or involuntary termination without cause following a change in control		1,350,000		450,000		—		20,000		924,189(3)		1,646,241(5)		4,390,430
Termination for disability or upon death		—		—		—		—		924,189(3)		1,111,953(4)		2,036,141
Mary L. Gibbons
Voluntary termination for good reason or involuntary termination without cause		1,500,000		500,000		31,806		20,000		651,396(2)		882,494(4)		3,585,696
Change in control but no termination		—		—		—		—		—		1,415,196(5)		1,415,196
Voluntary termination for good reason or involuntary termination without cause following a change in control		1,500,000		500,000		31,806		20,000		827,959(3)		1,415,196(5)		4,294,961
Termination for disability or upon death		—		—		—		—		827,959(3)		882,494(4)		1,710,452

(1)

Based on each named executive officer’s bonus under our annual leadership bonus program at the target level, which is 160% of Mr. Casale’s base salary for 2021 of $925,000, and 100% of the base salary of each of Messrs. Curran, McAlee, and Bhasin and Ms. Gibbons for 2021 of $500,000, $500,000, $450,000 and $500,000, respectively.

(2)

TABLE OF CONTENTS

dividend equivalent units held by each of our named executive officers that would have vested during the 18-month (or, for Mr. Casale, 24-month) period following the date of termination, by (ii) $45.53, the closing price of our common shares on the NYSE on December 31, 2021.

(3)

Represents the value of accelerating the vesting of unvested time-based restricted common share awards, including dividend equivalent rights granted pursuant to the terms of the award agreements governing the restricted common shares. This value is determined for each of our named executive officers by multiplying (i) the number of unvested time-based restricted common shares and related dividend equivalent units held by each of our named executive officers on December 31, 2021, by (ii) $45.53, the closing price of our common shares on the NYSE on December 31, 2021.

(4)

Represents the value of accelerating the vesting of performance-based restricted common share awards, including dividend equivalent rights granted pursuant to the terms of the award agreements governing the restricted common shares. This value is determined for each of our named executive officers by multiplying: (i) (x) the number of unvested performance-based restricted common shares and related dividend equivalent units held by each of our named executive officers outstanding on December 31, 2021 (which, for shares that have not yet been earned, assumes the maximum number of shares that may be earned), multiplied by (y) $45.53, the closing price of our common shares on the NYSE on December 31, 2021, by (ii) a fraction equal to (a) the number of days which elapsed during the applicable performance period prior to the date of termination or the change in control, as applicable, by (b) 1,095.

(5)

Represents the value of accelerating the vesting of performance-based restricted common share awards, including dividend equivalent rights granted pursuant to the terms of the award agreements governing the restricted common shares. This value is determined for each of our named executive officers by multiplying (i) the number of unvested performance-based restricted common shares and related dividend equivalent units held by each of our named executive officers outstanding on December 31, 2021 (which, for shares that have not yet been earned, assumes the maximum number of shares that may be earned for awards granted prior to 2021, and the number of shares subject to performance-based awards issued in 2021 at the 150% performance level), by (ii) $45.53, the closing price of our common shares on the NYSE on December 31, 2021. Assumes that the acquiring entity in the change in control transaction does not assume any performance-based restricted common share awards outstanding prior to the transaction, resulting in the maximum number of shares that may be earned under such awards becoming vested upon such change in control.

Payments to Former Executive Officer

As discussed above in “—Compensation Discussion and Analysis—Compensation Arrangement with Former Executive,” our former Senior Vice President and Chief Business Officer, Mr. Cashmer, received or is eligible to receive certain compensation and benefits as a result of the termination of his employment by the Company without cause as provided in his prior employment agreement with the Company and his restricted share award agreements outstanding at the time of his termination. The table below provides a summary of the compensation and benefits that were paid to Mr. Cashmer pursuant to the terms of the foregoing agreements, and following his execution of a general release of claims in favor of the Company and its affiliates.

	Termination without Cause ($)
Cash Severance(1):		1,350,000
Earned 2021 Cash Bonus(2):		346,500
Equity-Based Incentive Plans:
Accelerated Time-Based Awards(3)		821,831
Unvested Performance- and Time-Based Awards(4)		964,086
Plan Benefits and Perquisites:
Continued Health and Welfare Benefits		36,000
Financial Planning Benefit		25,000
Outplacement Services		20,000
Total		3,563,417

(1)

Represents amounts paid pursuant to Mr. Cashmer’s employment agreement with the Company. Mr. Cashmer’s employment agreement was on substantially the same terms as those for our other named executive officers described above and provided for cash severance consisting of 1.5 times the sum of his annual base salary ($450,000) and his target annual bonus ($450,000).

(2)

Under the terms of his employment agreement, Mr. Cashmer was paid in March 2022 a cash bonus for 2021 which was pro rated for the number of days he was employed during 2021.

(3)

Certain of Mr. Cashmer’s time-based restricted shares awards vested in connection with his termination of employment. The value in the table above represents the aggregate value of the number of restricted shares that were accelerated based on the closing price of our common stock of $49.11 on October 15, 2021 (the date on which Mr. Cashmer’s separation agreement became effective).

TABLE OF CONTENTS

(4)

In connection with the termination of Mr. Cashmer’s employment, a pro rata portion of his outstanding performance- and time-based restricted share awards continue to remain outstanding. A portion of these performance- and time-based restricted share awards will vest only upon the attainment of performance goals set forth in awards on their appliable stated vesting date. The value of the performance- and time-based restricted share awards included in the table above represents the aggregate value of such awards that continue to vest based on the closing price of our common shares on the NYSE at December 31, 2021 ($45.53) at the maximum number of shares subject to those awards.

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, 2021, the last day of our last completed fiscal year. To identify the median of the annual total compensation of all our employees in 2021, as well as to determine the annual total compensation of our median employee and our CEO for 2021, 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 2021.

•

For Bermuda-based employees, we estimated the total compensation that would have been reported for such employees on a Form W-2 for 2021 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 2021 in our compensation measure in the amounts reported in our employees’ Form W-2s for the year.

•

Once we identified our median employee, we combined all of the elements of such employee’s compensation for 2021 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $101,992, which was used to determine the ratio above.

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 as set forth in the 2021 Summary Compensation Table that appears earlier in this proxy statement.

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, 2021; 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 67.9:1.

Principal Position	Salary ($)		Stock Awards ($)		Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($)		Total ($)
CEO		925,000		3,276,801		2,405,000		321,271		6,928,072
Median Employee		87,103		—		14,889		—		101,992
CEO to Median Employee Ratio								67.9:1

TABLE OF CONTENTS

Common Share Ownership by Directors and
Executive Officers

The following table sets forth information as of March 4, 2022 regarding the beneficial ownership of our common shares by (1) each of our directors and nominees, (2) each of our named executive officers, and (3) all of our directors and executive officers as a group. To our knowledge, each person named in the table has sole voting and investment power with respect to all of the securities shown as beneficially owned by such person, except as otherwise set forth in the notes to the table.

The address for all beneficial owners in the table below is c/o Essent Group Ltd., Clarendon House, 2 Church Street, Hamilton HM11, Bermuda.

Name of Beneficial Owner

Shares
Owned

Percentage(7)

Mark A. Casale(1)

1,998,898

1.8%

Christopher G. Curran(2)

220,537

Lawrence E. McAlee(3)

199,331

Vijay Bhasin(4)

204,323

Mary L. Gibbons(5)

248,365

Aditya Dutt(6)

35,011

Robert Glanville(6)

46,911

Angela L. Heise(6)

12,952

Roy J. Kasmar(6)

28,525

Allan Levine(6)

32,549

Douglas J. Pauls(6)

31,464

William Spiegel(6)

23,742

All directors and executive officers as a group (13 persons)

3,109,232

2.9%

Represents beneficial ownership of less than 1%.

(1)

The total shares held by Mr. Casale include (i) 336,674 outstanding restricted common shares subject to time- and performance-based vesting that are eligible to be earned and vest if maximum performance is achieved (see “—Compensation Discussion and Analysis—Elements of Compensation—Long-Term Equity Incentive Compensation” above for additional information), and (ii) 44,806 restricted common shares subject to time-based vesting.

(2)

The total shares held by Mr. Curran includes (i) 58,378 outstanding restricted common shares subject to time- and performance-based vesting that are eligible to be earned and vest if maximum performance is achieved (see “—Compensation Discussion and Analysis—Elements of Compensation—Long-Term Equity Incentive Compensation” above for additional information), and (ii) 24,081 restricted common shares subject to time-based vesting.

(3)

The total shares held by Mr. McAlee includes (i) 50,041 outstanding restricted common shares subject to time- and performance-based vesting that are eligible to be earned and vest if maximum performance is achieved (see “—Compensation Discussion and Analysis—Elements of Compensation—Long-Term Equity Incentive Compensation” above for additional information), and (ii) 20,236 restricted common shares subject to time-based vesting.

(4)

The total shares held by Mr. Bhasin includes (i) 48,531 outstanding restricted common shares subject to time- and performance-based vesting that are eligible to be earned and vest if maximum performance is achieved (see “—Compensation Discussion and Analysis—Elements of Compensation—Long-Term Equity Incentive Compensation” above for additional information), and (ii) 19,377 restricted common shares subject to time-based vesting.

TABLE OF CONTENTS

Principal Beneficial Owners of Shares

To the best of the Company’s knowledge, the only beneficial owners of 5% or more of the outstanding Common Shares as of March 4, 2022 are set forth below.

Name of Beneficial Owner	Shares Owned		Percentage(5)
BlackRock, Inc.(1)		14,924,293		13.7%
The Vanguard Group, Inc.(2)		10,178,545		9.4%
FMR LLC(3)		9,927,868		9.1%
Capital World Investors(4)		7,965,990		7.3%

(1)

Information regarding beneficial ownership of our common shares by BlackRock, Inc. and certain related entities is included herein based on a Schedule 13G/A filed with the SEC on January 27, 2022, relating to such shares beneficially owned as of December 31, 2021. The address for BlackRock Inc. is 55 East 52nd Street, New York, NY 10055.

(2)

Information regarding beneficial ownership of our common shares by The Vanguard Group, Inc. and certain related entities is included herein based on a Schedule 13G/A filed with the SEC on February 9, 2022, relating to such shares beneficially owned as of December 31, 2021. The address for The Vanguard Group, Inc. is 100 Vanguard Blvd., Malvern, PA 19355.

(3)

Information regarding beneficial ownership of our common shares by FMR LLC is included herein based on a Schedule 13G/A filed with the SEC on February 8, 2022, relating to such shares beneficially owned as of December 31, 2021. The address for FMR LLC is 243 Summer Street, Boston, MA 02210.

(4)

Information regarding beneficial ownership of our common shares by Capital World Investors is included herein based on a Schedule 13G/A filed with the SEC on February 14, 2022, relating to such shares beneficially owned as of December 31, 2021. Capital World Investors (“CWI”) is a division of Capital Research and Management Company (“CRMC”), as well as its investment management subsidiaries and affiliates Capital Bank and Trust Company, Capital International, Inc., Capital International Limited, Capital International Sarl, Capital International K.K., and Capital Group Private Client Services, Inc. (together with CRMC, the “investment management entities”). CWI’s divisions of each of the investment management entities collectively provide investment management services under the name “Capital World Investors.” The address for Capital World Investors is 333 South Hope Street, 55th FLOOR, Los Angeles, California 90071.

(5)

Based on a total of 108,842,918 common shares issued and outstanding as of March 4, 2022.

TABLE OF CONTENTS

Proposal No. 2: Re-appointment of Independent
Registered Public Accounting Firm and Referral of
the Determination of the Auditors’ Compensation to
the Board of Directors

Upon the recommendation of our Audit Committee, our Board of Directors proposes that our shareholders re-appoint PricewaterhouseCopers LLP as our independent registered public accounting firm to serve for the year ended December 31, 2022 and until the 2023 Annual General Meeting of Shareholders. A representative of PricewaterhouseCoopers LLP will be available at the Annual Meeting to make any statement he or she may desire and to respond to appropriate questions from shareholders. Shareholders at the Annual Meeting will also be asked to vote to refer the determination of the auditors’ compensation to our Board of Directors.

In deciding to recommend the re-appointment of PricewaterhouseCoopers LLP, our audit committee noted that there were no auditor independence issues raised with PricewaterhouseCoopers LLP.

Our Audit Committee reviews audit and non-audit services performed by PricewaterhouseCoopers LLP, as well as the fees charged by PricewaterhouseCoopers LLP for such services. In its review of non-audit service fees, the Audit Committee considers, among other things, the possible effect of the performance of such services on the auditor’s independence. Additional information concerning the Audit Committee and its activities with PricewaterhouseCoopers LLP can be found under “Corporate Governance—Meetings and Committees of our Board of Directors—Audit Committee” in this proxy statement.

Required Vote and Recommendation

Re-appointment of PricewaterhouseCoopers LLP requires the affirmative vote of a majority of the votes cast on the matter. If our shareholders do not vote to re-appoint PricewaterhouseCoopers LLP, our audit committee will reconsider the re-appointment of PricewaterhouseCoopers LLP. Even if our shareholders do vote to re-appoint PricewaterhouseCoopers LLP, our audit committee retains the discretion to reconsider its re-appointment if the audit committee believes it necessary to do so in the best interest of us and our shareholders.

The Board of Directors recommends a vote FOR the re-appointment of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm to serve for the year ended December 31, 2022 and until the 2023 Annual General Meeting of Shareholders and the referral of the determination of the auditors’ compensation to our Board of Directors.

Fees Paid to Independent Registered Public Accounting Firm

Aggregate fees for professional services rendered to us or on our behalf by PricewaterhouseCoopers LLP for the years ended December 31, 2020 and 2021 are as follows:

	2020			2021
Audit Fees		$	1,324,454		$	1,187,849
Audit-Related Fees		$	287,300		$	397,100
Tax Fees		$	406,950		$	521,999
All Other Fees			—			—

Audit Fees. Audit fees were for professional services rendered for the audits of our consolidated financial statements, review of the interim consolidated financial statements, and services that generally only the independent registered public accounting firm can reasonably provide, including statutory audits, consents and assistance with and review of documents filed with the state insurance commissions. Audit fees for 2020 also include professional services rendered in connection with our June 2020 public equity offering.

TABLE OF CONTENTS

Audit-Related Fees. Audit related fees are fees billed assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and which are not reported under “Audit Fees”, including services related to consultation on reporting matters. Audit-related fees for also include professional services rendered in connection with an independent auditors report on service related controls. Audit-related fees also include professional services rendered in connection with reinsurance transactions.

Tax Fees. Tax fees were for compliance, tax advice, and tax planning.

All Other Fees. There were no other fees paid for 2020 and 2021.

Pre-Approval of Services

All services provided by PricewaterhouseCoopers LLP in the years ended December 31, 2020 and 2021 were pre-approved by the Audit Committee, which concluded that the provision of such services by PricewaterhouseCoopers LLP was compatible with the maintenance of that firm’s independence in the conduct of its auditing functions. The Audit Committee has adopted pre-approval policies and procedures for audit and non-audit services. The audit services provided by PricewaterhouseCoopers LLP are approved in advance by the Audit Committee. Under its pre-approval policy, the Audit Committee has delegated authority to its chairman to pre-approve audit-related and non-audit services the cost of which will not exceed $25,000; provided, that the chairman is required to report any pre-approval decisions to the Audit Committee at its next meeting. Any services that exceed the pre-approved dollar limit require specific pre-approval by the Audit Committee. The engagement of PricewaterhouseCoopers LLP for non-audit accounting and tax services is limited to circumstances where these services are considered to be integral to the audit services that PricewaterhouseCoopers LLP provides or where there is another compelling rationale for using PricewaterhouseCoopers LLP. All audit, audit-related and permitted non-audit services for which PricewaterhouseCoopers LLP was engaged were pre-approved by the audit committee in compliance with applicable SEC requirements.

We have been advised by PricewaterhouseCoopers LLP that neither the firm, nor any member of the firm, has any financial interest, direct or indirect, in any capacity in us or any of our subsidiaries.

TABLE OF CONTENTS

Report of the Audit Committee

The Audit Committee of our Board of Directors assists our Board of Directors in performing its oversight responsibilities for our financial reporting process and audit process as more fully described in the Audit Committee’s charter. Management has the primary responsibility for the financial statements and the reporting process. Our independent registered public accounting firm is responsible for performing an independent audit of our financial statements in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States) and to issue a report thereon.

In the performance of its oversight function, the Audit Committee reviewed and discussed our audited financial statements for the fiscal year ended December 31, 2021 with management and with our independent registered public accounting firm. In addition, the Audit Committee discussed with our independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 1301, as amended, (AICPA, Professional Standards, Vol. 1. AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T, which includes, among other items, matters related to the conduct of the audit of our financial statements. The Audit Committee has also received and reviewed the written disclosures and the letter from our independent registered public accounting firm required by the applicable requirements of the Public Company Accounting Oversight Board regarding the accounting firm’s communications with the Audit Committee concerning independence and has discussed with our independent registered public accounting firm that firm’s independence and considered whether the non-audit services provided by the independent registered public accounting firm are compatible with maintaining its independence.

Based on the review and discussions with management and our independent registered public accounting firm described above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the SEC.

Audit Committee of the Board of Directors

Douglas J. Pauls, Chairman
Aditya Dutt
Robert Glanville

TABLE OF CONTENTS

Proposal No. 3: Advisory Vote on Executive
Compensation

As required by Section 14A of the Securities Exchange Act of 1934, and as a matter of good governance, we are asking shareholders to approve, on an advisory basis, the compensation of our named executive officers as disclosed under the compensation disclosure rules of the SEC, including the CD&A, the compensation tables and any related material contained in this proxy statement. This proposal, commonly known as a “say-on-pay” proposal, gives our shareholders the opportunity to express their views on the compensation of our named executive officers.

As described in detail above under the heading “Executives and Executive Compensation—Compensation Discussion and Analysis,” our executive compensation programs are designed to attract, retain, and motivate our named executive officers who are critical to our success. Under these programs, our named executive officers are rewarded for the achievement of annual and long-term strategic and corporate goals, and the realization of increased shareholder value. Please read the “Compensation Discussion and Analysis” and the “Summary Compensation Table” and related information in this proxy statement for additional details about our executive compensation programs, including information about the compensation of our named executive officers in 2021.

We are asking our shareholders to indicate their support for the compensation of our named executive officers as described in this proxy statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement. Accordingly, we will ask our shareholders to vote “FOR” the following resolution at the Annual Meeting:

“RESOLVED, that the Company’s shareholders approve, on a non-binding, advisory basis, the compensation paid to our named executive officers, as disclosed in the Company’s Proxy Statement for the 2022 Annual General Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the Summary Compensation Table and the other related tables and disclosure.”

Although the “say-on-pay” vote is advisory, and therefore not binding on us, we value the opinions of our shareholders and we will consider the outcome of the vote when making future compensation decisions.

The Board of Directors unanimously recommends a vote “FOR” the approval, on an advisory basis, of the compensation of our Named Executive Officers, as disclosed in this proxy statement.

TABLE OF CONTENTS

Proposal No. 4: Advisory Vote on Frequency of
Advisory Votes on Executive Compensation

As required by Section 14A of the Securities Exchange Act of 1934, and as a matter of good governance, we are asking our shareholders to indicate how frequently we should seek an advisory vote on the compensation of our named executive officers, as disclosed pursuant to the SEC’s compensation disclosure rules, such as Proposal No. 3 included in this proxy statement. By voting on this Proposal No. 4, shareholders may indicate whether they would prefer an advisory vote on named executive officer compensation every one, two or three years.

After careful consideration of this proposal, our Board of Directors has determined that an advisory vote on executive compensation that occurs every year is the most appropriate alternative for us, and therefore our Board recommends that you vote for an advisory vote on executive compensation on an annual basis. Although the Board of Directors is making a recommendation with respect to this proposal, shareholders are being asked to vote on the choices specified above, and not whether they agree or disagree with the board’s recommendation.

In formulating its recommendation, our Board of Directors considered that an annual advisory vote on executive compensation will allow our shareholders to provide us with their direct input on our compensation philosophy, policies, and practices as disclosed in the proxy statement every year. Additionally, an annual advisory vote on executive compensation is consistent with our policy of seeking input from, and engaging in discussions with, our shareholders on corporate governance matters and our executive compensation philosophy, policies, and practices.

You may cast your vote on your preferred voting frequency by choosing the option of every one year, two years, or three years, or abstain from voting, when you vote in response to the resolution set forth below:

“RESOLVED, that the option of once every one year, two years, or three years that receives the highest number of votes cast for this resolution will be determined to be the preferred frequency for the holding of a shareholder vote to approve the compensation of the named executive officers, as disclosed pursuant to the Securities and Exchange Commission’s compensation disclosure rules (which disclosure shall include the Compensation Discussion and Analysis, the Summary Compensation Table, and the other related tables and disclosure).”

Because shareholders have several voting choices, it is possible that no single choice will receive a majority of the votes cast. If that occurs, we will consider the option that receives the highest number of votes cast by shareholders as the frequency for the non-binding, advisory vote on the compensation of our named executive officers that has been selected by shareholders. Although the vote on this resolution is advisory only and will not bind us to take any particular action, we value the views of our shareholders and will consider the outcome of this vote in determining how frequently to conduct our “say-on-pay” vote.

The Board of Directors unanimously recommends a vote for the option of “ONE YEAR” as the frequency of the shareholder vote on the compensation of our named executive officers.

TABLE OF CONTENTS

Additional Information

Certain Relationships and Related Party Transactions

We have adopted a related person transactions policy pursuant to which our executive officers, directors and principal shareholders, including their immediate family members, are not permitted to enter into a related person transaction with us without the consent of our Audit Committee. Subject to certain exceptions, any request for us to enter into a transaction with an executive officer, director, principal shareholder or any of such persons’ immediate family members, in which the amount involved exceeds $120,000, will be required to be presented to our Audit Committee for review, consideration and approval. All of our directors, executive officers and employees are required to report to our Audit Committee any such related person transaction. In approving or rejecting the proposed transaction, our Audit Committee takes into account, among other factors it deems appropriate, whether the proposed related person transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances, the extent of the related person’s interest in the transaction and, if applicable, the impact on a director’s independence. Under the policy, if we should discover related person transactions that have not been approved, our Audit Committee will be notified and will determine the appropriate action, including ratification, rescission or amendment of the transaction.

Other than compensation agreements and other arrangements which are described in the “Corporate Governance—Director Compensation” and “Executive Officers and Executive Compensation” sections of this proxy statement and the transactions described below, during the year ended December 31, 2021 there was not, and there is not currently proposed, any transaction or series of transactions to which we were or will be a party in which the amount involved exceeded or will exceed $120,000 and in which any of our directors, nominees for director, executive officers, holders of more than five percent of any class of our voting securities or any member of the immediate family of the foregoing persons had or will have a direct or indirect material interest.

We believe that the transaction described below is on terms no less favorable to us than we could have obtained from unaffiliated third parties.

Registration Rights Agreement

On November 11, 2014, we entered into an amended and restated registration rights agreement with Essent Intermediate, L.P., Valorina LLC, The Goldman Sachs Group, Inc., Aldermanbury Investments Limited, PPF Holdings II Ltd., Renaissance Re Ventures Ltd., Commonwealth Annuity and Life Reinsurance Co. Ltd., Mark A. Casale, and certain other shareholders identified therein, which amended the previous agreement pursuant to which certain shareholders have registration rights with respect to their registrable shares (as defined in the registration rights agreement) as set forth below.

Demand Rights. Certain shareholders have the right to demand registration of all or a portion of such shareholder’s registrable shares. Any shareholder proposing to distribute their registrable shares through an underwritten offering shall enter into an underwriting agreement in customary form with an underwriter or underwriters that is mutually agreeable to us and the shareholders holding a majority-in-interest of the registrable shares that the shareholders requested for inclusion in such registration.

Shelf Registration. Certain shareholders have the right to demand an underwritten offering be effected under a registration statement on Form S-3.

Piggyback Rights. Certain shareholders have the right to elect to have included in any demand registration all or a portion of such shareholder’s shares. In the event that we propose to register any of our shares pursuant to a registration statement, certain shareholders have the right to elect to have included in such registration all or a portion of such shareholder’s shares.

Blackout Periods. We have the ability, subject to certain conditions, to delay the filing of a registration statement or suspend the use of a prospectus in connection with an underwritten

TABLE OF CONTENTS

demand request for a reasonable period of time which shall not exceed two occasions or 60 days in any 12-month period.

Registration Limitations. Any registration conducted pursuant to the registration rights agreement is subject to customary cutback provisions, as well as size, number and timing limitations as set forth therein, including that any demand for the registration of a shareholder’s registrable shares must relate to an offering where the aggregate gross proceeds are reasonably expected to be at least $50 million.

Indemnification; Expenses; Lock-ups. We have agreed to indemnify the applicable selling shareholder (including each member, manager, partner, officer and director thereof and legal counsel and independent accountant thereto), each underwriter of such seller of such registrable shares, and each other person, if any, who controls such seller or underwriter within the meaning of the Securities Act of 1933 or the Securities Exchange Act of 1934 against any expenses, losses, claims, damages or liabilities resulting from any untrue statement or omission of material fact contained in any registration statement, prospectus or any amendment or supplement to such registration statement, unless such liability arose from the applicable selling shareholder’s misstatement or omission, and the applicable selling shareholder has agreed to indemnify us against all losses caused by its misstatements or omissions. We will pay all registration expenses of all registrations under the registration rights agreement, provided, however, that if a demand registration is withdrawn at the request of the shareholders requesting such registration (other than as a result of information concerning the business or financial condition of the Company that is made known in writing to the shareholders requesting registration after the date on which such registration was requested) and if the requesting shareholders elect not to have such registration counted as a demand registration or shelf takedown, the requesting shareholders will pay the registration expenses of such registration pro rata in accordance with the number of their registrable shares requested to be included in such registration. In connection with any public offering, each shareholder, and officer or director of the Company, if requested by us and the underwriters managing such public offering, agree not to sell or otherwise transfer or dispose of any registrable shares or, with respect to certain shareholders only, other securities of the Company, held by such shareholder (other than those registrable shares included in the public offering) for a specified period of time not to exceed 90 days from the effective date of such registration.

Annual Report to Shareholders

Our Annual Report on Form 10-K for the year ended December 31, 2021 has been posted, and is available without charge, on our corporate website at www.essentgroup.com. In addition, we will provide, without charge, a copy of our Annual Report on Form 10-K for the year ended December 31, 2021 (including the financial statements and the financial statement schedules but excluding the exhibits thereto) to any shareholder of record or beneficial owner of our common shares. Requests can be made by writing to Secretary, Essent Group Ltd., Clarendon House, 2 Church Street, Hamilton HM11, Bermuda.

Other Business at the Annual Meeting

Our Board of Directors does not presently intend to bring any other business before the meeting, and, so far as is known to our Board of Directors, no matters are to be brought before the Annual Meeting except as specified in the Notice of Annual General Meeting of Shareholders. As to any business that may properly come before the Annual Meeting, however, it is intended that proxies, in the form enclosed, will be voted in respect thereof in accordance with the judgment of the persons voting such proxies. In addition, such persons may vote such proxy to adjourn the Annual Meeting if necessary. Our Board of Directors also has the authority to postpone the Annual Meeting in such circumstances. In the event it is advisable to adjourn, postpone or change the date or time of our Annual Meeting, we will announce our decision as promptly as practicable.

Our financial statements for the year ended December 31, 2021 and the auditors’ report thereon will be formally presented at the Annual Meeting, but no shareholder action is required thereon.

TABLE OF CONTENTS

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934 requires our officers, members of our Board of Directors and persons who own more than 10% of our common shares to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and greater than 10% shareholders are required by regulation to furnish us with copies of all Section 16(a) forms that they file. Based solely on a review of the copies of such forms furnished to us, or written representations that no annual statements of beneficial ownership of securities on Form 5 were required to be filed, we believe that during the year ended December 31, 2021 our officers, directors and greater than 10% shareholders complied with all applicable Section 16(a) filing requirements.

Shareholder Proposals for the 2023 Annual General Meeting of Shareholders

Shareholder proposals submitted to us pursuant to Rule 14a-8 promulgated under the Securities Exchange Act of 1934 for inclusion in our proxy statement and form of proxy for our 2023 Annual General Meeting of Shareholders must be received by us no later than December 2, 2022 and must comply with the requirements of the proxy rules promulgated by the SEC.

In accordance with our current Bye-laws, for a proposal of a shareholder to be raised from the floor and presented at our 2022 Annual General Meeting of Shareholders, other than a shareholder proposal intended to be included in our proxy statement and submitted pursuant to Rule 14a-8 promulgated under the Securities Exchange Act of 1934, a shareholder’s notice must be delivered to, or mailed and received at, our principal executive offices, together with all supporting documentation required by our Bye-laws, (A) not prior to January 4, 2023 nor later than February 3, 2023 or (B) in the event that the 2022 Annual General Meeting of Shareholders is held prior to April 4, 2023 or after June 3, 2023, notice by the shareholder must be so received no earlier than the 120th day prior to the annual meeting and not later than the later of the 70th day prior to the annual meeting or the 10th day following the day on which public announcement of the date of the meeting is first made. Shareholder proposals should be addressed to our Secretary at Essent Group Ltd., Clarendon House, 2 Church Street, Hamilton HM11, Bermuda.

TABLE OF CONTENTS

Frequently Asked Questions about the 2022 Annual Meeting

Where and when will the meeting take place?

In light of continuing concerns related to the COVID-19 pandemic and the various measures being implemented to reduce its impact, including recommendations and protocols issued by public health authorities and US federal, state, and local and Bermuda governments, particularly regarding travel between the United States and Bermuda, we have determined that it is in the best interest of Essent and its shareholders to hold the 2022 Annual General Meeting of Shareholders on a “virtual” basis originating from Bermuda.

You will be able to attend and participate in the Annual meeting online by visiting https://web.lumiagm.com/209457238 on the meeting date at the time described above and in the accompanying proxy statement. To participate, you will need your 16-digit control number included in your proxy materials, on your proxy card, or on the instructions that accompanied your proxy materials, and the meeting password, essent2022 (case sensitive). There is no physical location for the Annual Meeting.

What is the purpose of the Annual Meeting and these materials?

We are providing these proxy materials in connection with the solicitation by our Board of Directors of matters to be voted on at the Annual Meeting and any adjournments or postponements of the Annual Meeting.

At the Annual Meeting, you will be asked to vote on the following matters:

•

the election of three Class II directors to serve through the 2025 Annual General Meeting of Shareholders;

•

the re-appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2022 and until our 2023 Annual General Meeting of Shareholders, and the referral of the determination of the auditors’ compensation to our Board of Directors;

•

a non-binding, advisory vote to approve the 2021 compensation of our named executive officers;

•

a non-binding, advisory vote on whether the frequency of the shareholder vote on the compensation of our named executive officers should be every one, two or three years; and

•

any other business that may properly come before the Annual Meeting and any adjournments or postponements thereof.

What is the Board of Directors’ recommendations?

Our Board of Directors recommends a vote:

•

FOR the election of each of Robert Glanville, Angela L. Heise and Allan Levine to serve as a Class II director through the 2025 Annual General Meeting of Shareholders;

•

FOR the re-appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2022 and until our 2023 Annual General Meeting of Shareholders, and the referral of the determination of the auditors’ compensation to our Board of Directors;

•

FOR the approval, on a non-binding, advisory basis, of the 2021 compensation of our named executive officers; and

•

FOR the approval, on a non-binding, advisory basis, of holding a non-binding, advisory vote on the compensation of our named executive officers on an annual basis.

TABLE OF CONTENTS

Who is entitled to vote at the Annual Meeting?

Our Board of Directors has set March 4, 2022 as the record date for the Annual Meeting. All shareholders who owned common shares at the close of business on March 4, 2022 may vote at the Annual Meeting, either in person or by proxy. As of the record date, there were 108,842,918 common shares outstanding and entitled to vote.

How many votes do I have?

You have one vote for each common share that you owned at the close of business on the record date, provided that on the record date those shares were either held directly in your name as the shareholder of record or were held for you as the beneficial owner through a broker, bank or other intermediary. There is no cumulative voting.

What is the difference between holding shares as a shareholder of record and as a beneficial owner?

Many of our shareholders hold their shares through a broker, bank or other intermediary rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

Shareholder of Record. If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, you are considered to be the shareholder of record with respect to those shares, and these proxy materials are being sent directly to you by us. As a shareholder of record, you have the right to grant your voting proxy directly to us or to vote in person at the Annual Meeting. We have enclosed a proxy card for you to use.

Beneficial Owner. If your shares are held in a stock brokerage account or by a bank or other intermediary, you are considered to be the beneficial owner of shares held in “street name,” and this proxy statement and the accompanying materials are being forwarded to you by your broker, bank or other intermediary, which is considered to be the shareholder of record with respect to those shares. As a beneficial owner, you have the right to direct your broker, bank or other intermediary on how to vote and are also invited to attend the Annual Meeting. Your broker, bank or other intermediary has enclosed a voting instruction card for you to use in directing the broker, bank or other intermediary regarding how to vote your shares. However, since you are not the shareholder of record, you may not vote these shares in person at the Annual Meeting unless you obtain a proxy, executed in your favor, from the holder of record of such shares.

What if I don’t vote for some of the items listed on my proxy card or voting instruction card?

If you are a record holder and return your signed proxy card in the enclosed envelope but do not mark selections, your shares will be voted in accordance with the recommendations of our Board of Directors. If you indicate a choice with respect to any matter to be acted upon on your proxy card, your shares will be voted in accordance with your instructions.

If you are a beneficial owner and hold your shares in street name through a broker and do not give voting instructions to the broker, the broker will determine if it has the discretionary authority to vote on the particular matter. Under the applicable rules, brokers have the discretion to vote on routine matters, such as the selection of accounting firms, but do not have discretion to vote on non-routine matters, including the uncontested election of directors. As a result, if you are a beneficial owner and hold your shares in street name but do not give your broker or other nominee instructions on how to vote your shares with respect to the election of directors, no votes will be cast on your behalf with respect to the election of directors.

If you do not provide voting instructions to your broker and your broker indicates on its proxy card that it does not have discretionary authority to vote on a particular proposal, your shares will be considered to be “broker non-votes” with regard to that matter. Proxy cards that reflect a broker non-vote with respect to at least one proposal to be considered at the Annual Meeting (so long as they do not apply to all proposals to be considered) will be considered to be represented for purposes of determining a quorum but will not otherwise be counted.

TABLE OF CONTENTS

We encourage you to provide voting instructions to your broker by carefully following in the instructions provided by your broker.

What options are available to me to vote my shares?

Whether you hold shares directly as the shareholder of record or through a bank, broker or other intermediary, your shares may be voted at the Annual Meeting by following any of the voting options available to you below:

You may vote via the Internet. You may submit your proxy or voting instructions over the Internet by following the instructions on the proxy card or voting instruction form.

You may vote via the telephone.

•

If you are a shareholder of record, you can submit your proxy by calling the telephone number specified on the paper copy of the proxy card that you received with the proxy materials. You must have the control number that appears on your proxy card available when submitting your proxy over the telephone.

•

Most shareholders who hold their shares in street name may submit voting instructions by calling the number specified on the paper copy of the voting instruction form provided by their bank, broker or other intermediary. Those shareholders should check the voting instruction form for telephone voting availability.

You may vote by mail. You can submit your proxy or voting instructions by completing and signing the separate proxy card or voting instruction form you received and mailing it in the accompanying prepaid and addressed envelope.

You may vote in person at the Annual Meeting. All shareholders of record may vote in person at the virtual Annual Meeting. However, if you are the beneficial owner of shares held in street name through a bank, broker or other intermediary, you may not vote your shares at the virtual Annual Meeting unless you obtain a “legal proxy” from the bank, broker or intermediary that holds your shares, giving you the right to vote the shares at the Annual Meeting.

Even if you plan to participate in the Annual Meeting, we recommend that you submit your proxy or voting instructions in advance to authorize the voting of your shares at the Annual Meeting to ensure that your vote will be counted if you later are unable to attend.

How many votes must be present to hold the Annual Meeting?

The presence of two persons in person and throughout the meeting representing, in person or by proxy, more than a majority of the common shares outstanding and entitled to vote on the matters to be considered at the Annual Meeting, is required for the transaction of business at the Annual Meeting. This is called a “quorum.” Your shares will be counted as being present at the Annual Meeting if either you are present and vote in person at the Annual Meeting or a proxy card has been properly submitted by you or on your behalf and such proxy card indicates a vote on at least one matter to be considered at the Annual Meeting. Both abstentions and “broker non-votes” (under certain circumstances described below) are counted as being present for the purpose of determining the presence of a quorum. If a quorum is not present by attendance at the Annual Meeting or represented by proxy, the meeting will be adjourned to the same date one week later, at the same time and place, or to such other date, time and place as the Secretary may determine. If a new record date is fixed for the adjourned meeting, we will provide notice of the adjourned meeting to each shareholder of record entitled to vote at the meeting.

What is the vote required to pass each proposal to be presented at the Annual Meeting?

Each proposal or matter voted on at the Annual Meeting will be decided by a simple majority of votes cast on such proposal or matter.

With respect to the election of directors, you may vote “For” all nominees, “Withhold” your vote as to any or all of the nominees, or vote “For” some but not all of the nominees and “Withhold”

TABLE OF CONTENTS

your vote for the remaining nominee(s). A properly executed proxy marked “Withhold” with respect to the election of any or all of the directors will not be voted with respect to the director or directors indicated. With respect to the election of directors, proxies may not be voted for more than three nominees. Shareholders may not cumulate votes in the election of directors.

With respect to the selection of our auditor and the non-binding, advisory vote on the compensation of our named executive officers, you may vote “For”, “Against” or “Abstain”. If you “Abstain” from voting on the selection of our auditor or the non-binding, advisory vote on the compensation of our named executive officers, the abstention will no effect on the vote for such matter.

What does it mean if I receive more than one set of proxy materials?

Generally, it means that you hold common shares registered in more than one account. To ensure that all of your shares are voted, please vote in the manner described above with respect to each proxy card or voting instruction card accompanying the proxy materials.

Can I change or revoke my vote after I return my proxy card or voting instruction card?

Yes. Any shareholder of record has the power to change or revoke a previously submitted proxy at any time before it is voted at the Annual Meeting by:

•

submitting to our Secretary, before the voting at the Annual Meeting, a written notice of revocation bearing a later date than the proxy;

•

timely delivery of a valid, later-dated proxy (only the last proxy submitted by a shareholder by Internet, telephone or mail will be counted); or

•

attending the Annual Meeting and voting in person (provided that attendance at the Annual Meeting will not by itself constitute a revocation of a proxy).

For shares held in street name, you may revoke any previous voting instructions by submitting new voting instructions to the bank, broker or other intermediary holding your shares by the deadline for voting specified in the voting instructions provided by your bank, broker or other intermediary. Alternatively, if your shares are held in street name and you have obtained a legal proxy from the bank, broker or other intermediary giving you the right to vote the shares at the Annual Meeting, you may revoke any previous voting instructions by attending the Annual Meeting and voting in person.

How can I participate in the Annual Meeting?

The Annual Meeting is open to all shareholders holding common shares as of the record date.

You will be able to attend and participate in the Annual Meeting online by visiting https://web.lumiagm.com/209457238. To participate, you will need your 16-digit control number included in your proxy materials, on your proxy card, or on the instructions that accompanied your proxy materials, and the meeting password, essent2022 (case sensitive).

The meeting will begin promptly at 11:30 a.m. Atlantic Daylight Time. We encourage you to access the meeting prior to the start time. Online access will open at 11:15 a.m. Atlantic Daylight Time. We recommend that you carefully review the procedures needed to gain admission in advance.

We encourage all shareholders, even those who plan to attend the Annual Meeting, to vote in advance. If you intend to vote at the Annual Meeting, you must provide our Secretary with oral or written notice either at or prior to the meeting.

TABLE OF CONTENTS

What is a proxy? How do I appoint a proxy and instruct that individual how to vote on my behalf?

A proxy is your legal designation of another person to vote on your behalf the common shares that you hold.

You can appoint the proxies recommended by our Board of Directors (i.e., Mark A. Casale and Lawrence E. McAlee; see “What does solicitation of proxies mean?” below) to vote on your behalf, and give those individuals voting instructions by following the directions on the proxy card.

If you are a shareholder of record, you may also appoint another individual to represent you at the Annual Meeting by notifying our Secretary in writing before the Annual Meeting begins. Your appointed proxy must provide valid picture identification to be admitted to the Annual Meeting.

If you are a beneficial owner, please contact the broker that holds your common shares if you intend to appoint a proxy that is different from those recommended by our Board of Directors.

What does solicitation of proxies mean?

In a solicitation of proxies, one party (in this case, our Board of Directors) encourages shareholders to appoint one or more particular individuals (in this case, Mark A. Casale, our Chairman of the Board of Directors, President and Chief Executive Officer, and Lawrence E. McAlee, our Senior Vice President and Chief Financial Officer) to vote on their behalf (i.e., to vote as their proxy in accordance with their instructions).

We will bear the expense of printing and mailing proxy materials. In addition to this solicitation of proxies by mail, our directors, officers and other employees may solicit proxies by personal interview, telephone, facsimile or e-mail. They will not be paid any additional compensation for such solicitation. We will request brokers and intermediaries who hold our common shares in their names to furnish proxy materials to beneficial owners of the shares. We will reimburse such brokers and intermediaries for their reasonable expenses incurred in forwarding solicitation materials to such beneficial owners.

Beneficial owners will be asked to forward the proxy materials to the broker that holds their common shares. That entity will be reimbursed for its reasonable expenses incurred in connection with distributing and collecting proxy materials.

What else will happen at the Annual Meeting?

At the Annual Meeting, the only item currently on the agenda, other than the election of directors, the re-appointment of our independent registered public accounting firm and consideration of the 2021 compensation of our named executive officers, is for the shareholders to receive our financial statements and the report of our independent registered public accounting firm thereon for the year ended December 31, 2022.

How can I access Essent Group Ltd.’s proxy materials and annual report electronically?

This proxy statement and our 2021 Annual Report to Shareholders, including our Annual Report on Form 10-K for the year ended December 31, 2021, are available on our website at www.essentgroup.com.

How do I find out the voting results?

Preliminary voting results will be announced at the Annual Meeting, and final voting results will be filed with the SEC within 4 business days following the Annual Meeting.

TABLE OF CONTENTS

[MISSING IMAGE: tm223555d1-px_proxy1pg02bw.jpg]

ANNUAL GENERAL MEETING OF SHAREHOLDERS OFESSENT GROUP LTD.May 4, 2022IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FORTHE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 4, 2022:The Notice of Annual Meeting, Proxy Statement and 2021 Annual Report to Shareholdersare available on our website at http://www.essentgroup.com.Please sign, date and mailyour proxy card in theenvelope provided as soonas possible.GO GREENe-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxymaterial, statements and other eligible documents online, while reducing costs, clutter andpaper waste. Enroll today via www.astfinancial.com to enjoy online access. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FORTHE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 4, 2022:The Notice of Annual Meeting, Proxy Statement and 2021 Annual Report to Shareholdersare available on our website at http://www.essentgroup.com.Please sign, date and mailyour proxy card in theenvelope provided as soonas possible. Please detach along perforated line and mail in the envelope provided. 20330030400000001000 1 050422 ss II DirectorO Robert Glenville Class II Director O Angela L. Heise Class II DirectorO Allan Levine Class II Director2. REAPPOINTMENT OF PRICEWATERHOUSECOOPERS LLP ASINDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMFOR THE YEAR ENDED DECEMBER 31, 2022 AND UNTIL THE2023 ANNUAL GENERAL MEETING OF SHAREHOLDERS, ANDTO REFER THE DETERMINATION OF THE AUDITORS’COMPENSATION TO THE BOARD OF DIRECTORS.3. PROvIDE A NON-BINDING, ADvISORY vOTE ON OUREXECUTIvE COMPENSATION.4. PROvIDE A NON-BINDING, ADvISORY vOTE ONTHE FREqUENCY OF ADvISORY vOTES ON OUREXECUTIvE COMPENSATION.In their discretion, the proxies are authorized to vote upon such other businessas may properly come before the 2022 Annual General Meeting ofShareholders. This proxy when properly executed will be voted as directedherein by the undersigned shareholder. If no direction is made, this proxywill be voted FOR ALL NOMINEES in Proposal 1, FOR Proposals 2 and 3and “1 YEAR” in Proposal 4.FOR AGAINST ABSTAINFOR ALL NOMINEESWITHHOLD AUTHORITYFOR ALL NOMINEESFOR ALL EXCEPT(See instructions below)INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT”and fill in the circle next to each nominee you wish to withhold, as shown here:NOMINEES: INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here: To change the address on your account, please check the box at right andindicate your new address in the address space above. Please note thatchanges to the registered name(s) on the account may not be submitted viathis method. MARK “X” HERE IF YOU PLAN TO ATTEND THE MEETING. Signature of Shareholder Date: Signature of Shareholder Date:Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give fulltitle as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

TABLE OF CONTENTS

[MISSING IMAGE: tm223555d1-px_proxy1pg03bw.jpg]

ANNUAL GENERAL MEETING OF SHAREHOLDERS OFESSENT GROUP LTD.May 4, 2022PROXY VOTING INSTRUCTIONSPlease detach along perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet.xCOMPANY NUMBERACCOUNT NUMBERIMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FORTHE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 4, 2022:The Notice of Annual Meeting, Proxy Statement and 2021 Annual Report to Shareholdersare available on our website at http://www.essentgroup.com.1. ELECTION OF DIRECTORSO Robert Glenville Class II DirectorO Angela L. Heise Class II DirectorO Allan Levine Class II DirectorFOR ALL NOMINEESWITHHOLD AUTHORITYFOR ALL NOMINEESFOR ALL EXCEPT(See instructions below)NOMINEES:THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS,"FOR" PROPOSALS 2 AND 3 AND “1 YEAR” FOR PROPOSAL 4.PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE20330030400000001000 1 050422INTERNET - Access “www.voteproxy.com” and follow the on-screeninstructions or scan the qR code with your smartphone. Have yourproxy card available when you access the web page.TELEPHONE - Call toll-free 1-800-PROXIES (1-800-776-9437) inthe United States or 1-718-921-8500 from foreign countries andfollow the instructions. Have your proxy card available when you call.vote online/phone until 11:59 PM EST the day before the meeting.MAIL - Sign, date and mail your proxy card in the envelope providedas soon as possible.VIRTUALLY AT THE MEETING - You may vote your sharesby attending the Annual Meeting online by visitinghttps://web.lumiagm.com/209457238 (passcode: essent2022).GO GREEN - e-Consent makes it easy to go paperless. Withe-Consent, you can quickly access your proxy materials, statementsand other eligible documents online, while reducing costs, clutter andpaper waste. Enroll today via www.astfinancial.com to enjoy online 2. REAPPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED DECEMBER 31, 2022 AND UNTIL THE 2023 ANNUAL GENERAL MEETING OF SHAREHOLDERS, AND TO REFER THE DETERMINATION OF THE AUDITORS’ COMPENSATION TO THE BOARD OF DIRECTORS. 3. PROvIDE A NON-BINDING, ADvISORY vOTE ON OUR EXECUTIvE COMPENSATION. 4. PROvIDE A NON-BINDING, ADvISORY vOTE ON THE FREqUENCY OF ADvISORY vOTES ON OUR EXECUTIvE COMPENSATION. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the 2022 Annual General Meeting of Shareholders. This proxy when properly executed will be voted as directed herein by the undersigned shareholder. If no direction is made, this proxy will be voted FOR ALL NOMINEES in Proposal 1, FOR Proposals 2 and 3 and “1 YEAR” in Proposal 4. INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT”and fill in the circle next to each nominee you wish to withhold, as shown here: MARK “X” HERE IF YOU PLAN TO ATTEND THE MEETING. To change the address on your account, please check the box at right andindicate your new address in the address space above. Please note thatchanges to the registered name(s) on the account may not be submitted viathis method. Signature of Shareholder Date: Signature of Shareholder Date:Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give fulltitle as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

	Proxy Statement Summary					1
	2022 Annual General Meeting of Shareholders Information					1
	2021 Financial Highlights					2
	2021 Compensation Highlights					3
	Risk-Based Pricing and Reinsurance					4
	Dividends					4
	Commitment to Sustainability Practices					5
	Proposal No. 1: Election of Directors					10
	Director Criteria, Qualifications, Experience and Tenure					11
	Annual Board Evaluation Process					12
	Shareholder Nominees for the Board of Directors					12
	Information Concerning Directors					13
	Nominees for Election as Class II Directors for a Three Year Term Continuing Until the 2025 Annual General Meeting of Shareholders					14
	Directors With Terms That Do Not Expire at the Annual Meeting					16
	The Board of Directors and its Committees					19
	Role of the Board					19
	Board Leadership Structure					19
	Determination of Director Independence					20
	Board Committees and their Roles					20
	Corporate Governance					25
	Corporate Governance Guidelines					25
	Code of Business Conduct and Ethics					25
	Succession Planning					25
	Share Ownership Guidelines					25
	No Hedging Policy					26
	Compensation Committee Interlocks and Insider Participation					26
	Availability of Committee Charters; Corporate Governance Guidelines; and Code of Business Conduct and Ethics					26
	Communications with our Board of Directors and Non-Employee Directors					27
	Board of Directors’ Role in Risk Oversight					27
	Director Compensation					27
	Executives and Executive Compensation					30
	Current Executive Officers					30
	Compensation Discussion and Analysis					33
	Compensation Committee Report					49
	Summary Compensation Table					50
	Grants of Plan Based Awards Table					51
	Narrative Disclosure to Summary Table and Grants of Plan-Based Award Table					52
	Outstanding Equity Awards at Fiscal Year-End					53
	Option Exercises and Stock Vested					55
	Pension Benefits					55
	Non-Qualified Deferred Compensation					55
	Potential Payments upon Termination or Change in Control					56
	CEO Pay Ratio					60
	Common Share Ownership by Directors and Executive Officers					61
	Principal Beneficial Owners of Shares					63
	Proposal No. 2: Re-appointment of Independent Registered Public Accounting Firm and Referral of the Determination of the Auditors’ Compensation to the Board of Directors					64
	Required Vote and Recommendation					64
	Fees Paid to Independent Registered Public Accounting Firm					64

Name	Age	Director Since	Current Position
Mark A. Casale	57	2008	Chairman of the Board, President and Chief Executive Officer
Aditya Dutt	46	2010	Director
Robert Glanville	55	2008	Director
Angela L. Heise	47	2018	Director
Roy J. Kasmar	66	2013	Director
Allan Levine	53	2020	Director
Douglas J. Pauls	63	2013	Director
William Spiegel	59	2008	Director

	David B. Weinstock
	Vice President and Chief Accounting Officer since 2009 Age 57			BACKGROUND Mr. Weinstock has over 25 years of experience in the areas of finance, accounting and controls. Between 1998 and 2009, Mr. Weinstock held a series of senior management positions at Advanta Corp., including serving as its chief accounting officer and vice president of investor relations. Prior to joining Advanta, Mr. Weinstock was a senior manager at Arthur Andersen LLP. Mr. Weinstock holds a BS in accounting from The Pennsylvania State University and is a certified public accountant.