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Essent Group Ltd.
Clarendon House 2 Church Street Hamilton HM11, Bermuda |
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Date:
May 1, 2024 |
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Time:
8:00 a.m., Atlantic Daylight Time |
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Location:
Live via the Internet originating from Bermuda. Please visit: https://web.lumiagm.com/209457238 |
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Record Date:
March 8, 2024 |
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Date:
May 1, 2024 |
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Time:
8:00 a.m., Atlantic Daylight Time |
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Location:
Live via the Internet originating from Bermuda. Please visit: https://web.lumiagm.com/209457238 |
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Record Date:
March 8, 2024 |
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ITEMS OF BUSINESS
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BOARD
RECOMMENDATION |
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PROXY
STATEMENT DISCLOSURE |
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1
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Election of Class I Directors
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FOR
each Director Nominee
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Page 8
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2
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Ratification of Re-appointment of PricewaterhouseCoopers LLP as Independent Auditors
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FOR
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Page 58
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3
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Advisory Vote on Executive Compensation
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FOR
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Page 61
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INTERNET
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TELEPHONE
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MAIL
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IN PERSON
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Go to www.voteproxy.com.
You will need the control number included in your Proxy Card. |
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Dial (800) 776-9437 (toll-free in US)
or (201) 299-4446 (outside US). You will need the control number included in your Proxy Card. |
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Mark, sign and date your
Proxy Card and return it in the postage paid envelope provided. |
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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. |
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Governance Best Practice
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Essent
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Size of Board | | | 9 | |
Number of Independent Directors | | | 8 | |
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 | | | Nearly 100% attendance in 2023 | |
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 | | | Effective as of October 2, 2023, we adopted a clawback policy consistent with the rules of the SEC and the NYSE, pursuant to which all incentive compensation will be subject to clawback if we are required to restate our financial statements due to material noncompliance with a financial reporting requirement or that corrects an error that is not material to previously issued financial statements but would result in a material misstatement if the error were corrected or left uncorrected. | |
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 Messrs. Curran and Bhasin and Ms. Gibbons | |
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 | |
Governance Best Practice
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Essent
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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 | |
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The Board of Directors recommends a vote FOR the election of each of the nominated individuals.
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FOR
Each Nominee
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Executive Leadership
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Information Technology and Cybersecurity
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Risk Management
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Accounting and Financial
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Corporate Governance and Responsibility
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Active Community Service
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Financial Services
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Insurance and Reinsurance
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Compensation
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Name
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Age
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Director Since
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Current Position
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Mark A. Casale | | |
59
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2008
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Chairman of the Board, President and Chief
Executive Officer |
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Aditya Dutt | | |
48
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2010
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| | Director | |
Robert Glanville | | |
57
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2008
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| | Director | |
Angela L. Heise | | |
49
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2018
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| | Director | |
Henna Karna | | |
47
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2022
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| | Director | |
Roy J. Kasmar | | |
68
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2013
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| | Director | |
Allan Levine | | |
55
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2020
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| | Director | |
Douglas J. Pauls | | |
65
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2013
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| | Director | |
William Spiegel | | |
61
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2008
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Casale
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Dutt
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Glanville
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Heise
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Karna
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Kasmar
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Levine
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Pauls
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Spiegel
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Executive Leadership and Management
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X
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X
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X
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X
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X
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X
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X
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X
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X
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Accounting and Financial
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X
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X
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X
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X
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X
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X
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X
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Financial Services
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X
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X
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X
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X
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X
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X
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X
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X
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Information Technology and Cybersecurity
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X
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X
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Corporate Governance and Responsibility
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X
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X
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X
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X
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X
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X
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Insurance and Reinsurance
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X
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X
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X
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X
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X
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X
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X
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X
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Risk Management
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X
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X
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X
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X
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X
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X
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Compensation
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X
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X
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X
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X
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Public Company Board Experience
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X
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X
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X
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X
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Aditya Dutt
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Term Expires 2024 |
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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.
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QUALIFICATIONS
Mr. Dutt is qualified to serve on our Board of Directors because of his experience in the insurance and reinsurance industry.
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Henna Karna
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Term Expires 2024 |
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BACKGROUND
Dr. Karna has more than 25 years of experience leading digital, data and advanced analytics across the high-tech, consumer packaged goods, risk management and insurance industries. From 2020 to 2023, Dr. Karna was a global general manager at the high-tech firm Google (Alphabet Inc.), focusing on strategy, solutions, roadmap, and innovation across the financial services, insurance, reinsurance and risk management industry. From 2017 to 2020, Dr. Karna served as executive vice president and global chief data officer of AXA XL, the property and casualty, specialty risk, risk management and reinsurance subsidiary of AXA, a global insurance company. Prior to that, Dr. Karna served from 2015 to 2016 as a managing director and the global actuarial chief information officer of American International Group, Inc. (AIG), a multinational finance and insurance corporation, and held various roles with Verisk Analytics, Inc., a data and analytics and risk management firm, from 2009 to 2015, including most recently serving as the president of its Verisk Digital Services business unit. Dr. Karna currently serves as a director of Hamilton Insurance Group, Ltd., a global specialty insurance and reinsurance company. Dr. Karna holds an MBA from the Massachusetts Institute of Technology, doctorate and masters degrees from the University of Massachusetts, and a bachelors degree in mathematical sciences from Worcester Polytechnic Institute.
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QUALIFICATIONS
Dr. Karna is qualified to serve on our Board of Directors because of her extensive experience in the areas of insurance and data analytics.
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Roy J. Kasmar
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Term Expires 2024 |
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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.
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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.
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Mark A. Casale
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![]() Chairman of the Board of Directors,
Chief Executive Officer and President Term Expires 2026 |
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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 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.
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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.
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Robert Glanville
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Term Expires 2025 |
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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 also serves as a director of At-Bay Specialty Insurance Company, ClearBlue Insurance Services, CrossCover Insurance Services, MicroInsurance, ProWriters, and Agritecture, all of which are private companies, and as an advisor to Gallatin Point Capital, New Mountain Capital, Aquiline Capital Partners and Housatonic 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.
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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.
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Angela L. Heise
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Term Expires 2025 |
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BACKGROUND
Ms. Heise has served as Corporate Vice President, Worldwide Public Sector of Microsoft Corporation since September 2022, having previously served as Microsoft’s Corporate Vice President for Defense and Intelligence 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.
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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.
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Allan Levine
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Term Expires 2025 |
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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.
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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.
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Douglas J. Pauls
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Term Expires 2026 |
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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 Bancorp, Inc., 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. Mr. Pauls holds a BA in economics from Dickinson College, for which he currently serves as the Chairman of its Board of Trustees.
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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.
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William Spiegel
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Term Expires 2026 |
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BACKGROUND
Mr. Spiegel currently serves as the chief executive officer and a board member of R&Q Insurance Holdings Ltd, a UK-based insurance and reinsurance company, where he has held several roles since January 2020. Mr. Spiegel has over 30 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.
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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.
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Committee
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Name
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Audit
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Compensation
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Nominating,
Governance and Corporate Responsibility |
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Risk
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Technology,
Innovation and Operations |
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Mark A. Casale
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Aditya Dutt
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Robert Glanville
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Angela L. Heise
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Henna Karna
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Roy J. Kasmar
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Allan Levine
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Douglas J. Pauls
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William Spiegel
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Meetings in 2023
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4
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4
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4
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3
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3
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Chair
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Member
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Audit Committee
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Committee Chair:
Douglas J. Pauls ![]()
Additional Members:
Aditya Dutt Robert Glanville |
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Key Responsibilities:
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Overseeing our financial reporting and other internal control processes.
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Reviewing our financial statements.
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Overseeing processes for monitoring the independent auditors’ qualifications, independence and compensation.
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Overseeing the implementation of new accounting standards.
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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.
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Assessing the performance of our internal audit function and independent auditors.
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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 2023.
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Compensation Committee
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Committee Chair:
Allan Levine ![]()
Additional Members:
Douglas J. Pauls William Spiegel |
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Key Responsibilities:
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Determining the compensation of our executive officers and directors.
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Reviewing our executive compensation policies and plans.
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Administering and implementing our equity compensation plans.
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Preparing a report on executive compensation for inclusion in our proxy statement for our annual meeting.
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Coordinating the Company’s succession planning efforts for its chief executive officer and other senior executives.
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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 2023.
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Nominating, Governance and Corporate Responsibility Committee
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Committee Chair:
William Spiegel ![]()
Additional Members:
Allan Levine Douglas J. Pauls |
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Key Responsibilities:
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Reviewing Board structure, composition and practices.
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Making recommendations on these matters to our Board of Directors.
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Reviewing, soliciting and making recommendations to our Board of Directors and shareholders with respect to candidates for election to the Board of Directors.
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Overseeing our Board of Directors’ performance and self-evaluation process.
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Developing and reviewing a set of corporate governance principles for the Company.
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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 2023.
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Risk Committee
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Committee Chair:
Roy J. Kasmar ![]()
Additional Members:
Aditya Dutt Robert Glanville |
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Key Responsibilities:
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Assisting with the oversight of key risks that we face.
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Overseeing management’s identification, mitigation and monitoring of the Company’s material risks and exposures, current activities and products.
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Reviewing management’s processes for monitoring and aggregating risks across the Company.
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Overseeing compliance with material guidelines, policies and procedures governing the process by which management assesses and manages the Company’s material risks and exposures.
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Overseeing the implementation, execution and performance of the Company’s enterprise risk management program.
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Reviewing the Company’s capital management strategy and investment policy and investing activities.
The Risk Committee met three times during 2023.
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Technology, Innovation and Operations Committee
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Committee Chair:
Angela L. Heise
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Additional Members:
Henna Karna Roy J. Kasmar Douglas J. Pauls |
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Key Responsibilities:
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Ensuring that our technology programs support our business objectives and strategies, and provide for appropriate data security and data privacy.
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Identifying technology-related risks that could have a significant impact on our operations and pursuit of our long-term strategic goals.
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Advising our senior technology and operations management teams.
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Advising us on technology, innovation, data security and data privacy, and operations-related matters.
The Technology, Innovation and Operations Committee met three times during 2023.
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Position
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Minimum Value of Common Shares Held
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Director | | |
Five times annual cash compensation
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Chief Executive Officer | | |
Six times annual base salary
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Other Senior Executives | | |
Two times annual base salary
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Audit Committee
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| | 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. | | |
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Compensation Committee
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| | Risks and exposures associated with executive compensation programs and arrangements, including incentive plans, and leadership and succession planning. | | |
| | Nominating, Governance and Corporate Responsibility Committee |
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Risks and exposures associated with corporate governance and sustainability.
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Risk Committee
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| | 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.
|
| |
| | |
2023
|
| |
2024
|
| ||||||
Annual Cash Retainer | | | | $ | 125,000 | | | | | $ | 150,000 | | |
Additional Annual Cash Retainer for Board Committee Chairpersons: | | | | | | | | | | | | | |
Audit Committee
|
| | | $ | 25,000 | | | | | $ | 30,000 | | |
Compensation Committee
|
| | | $ | 25,000 | | | | | $ | 25,000 | | |
Nominating, Governance and Corporate Responsibility Committee
|
| | | $ | 15,000 | | | | | $ | 20,000 | | |
Technology, Innovation and Operations Committee
|
| | | $ | 20,000 | | | | | $ | 25,000 | | |
Risk Committee
|
| | | $ | 20,000 | | | | | $ | 25,000 | | |
Additional Annual Cash Retainer for Lead Independent Director | | | | $ | 25,000 | | | | | $ | 30,000 | | |
Annual Equity Award(1) | | | | $ | 125,000 | | | | | $ | 150,000 | | |
Name
|
| |
Fees Earned
or Paid in Cash ($) |
| |
Stock
Awards ($)(1) |
| |
Option
Awards ($) |
| |
Non-Equity
Incentive Plan Compensation ($) |
| |
Change in
Pension Value and Non-qualified Deferred Compensation Earnings ($) |
| |
All Other
Compensation ($)(2) |
| |
Total
($) |
| |||||||||||||||||||||
Aditya Dutt | | | | | 125,000 | | | | | | 125,018 | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,011 | | | | | | 253,029 | | |
Robert Glanville | | | | | 125,000 | | | | | | 125,018 | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,011 | | | | | | 253,029 | | |
Angela L. Heise | | | | | 145,000 | | | | | | 125,018 | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,011 | | | | | | 273,029 | | |
Henna Karna | | | | | 125,000 | | | | | | 125,018 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,818 | | | | | | 252,836 | | |
Roy J. Kasmar | | | | | 145,000 | | | | | | 125,018 | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,011 | | | | | | 273,029 | | |
Allan Levine | | | | | 150,000 | | | | | | 125,018 | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,011 | | | | | | 278,029 | | |
Douglas J. Pauls | | | | | 150,000 | | | | | | 125,018 | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,011 | | | | | | 278.029 | | |
William Spiegel | | | | | 165,000 | | | | | | 125,018 | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,011 | | | | | | 293,029 | | |
|
Christopher G. Curran
|
| |||
|
![]() President –
Essent Guaranty, Inc. since January 2022 (served as Senior Vice President, Corporate Development from 2011 – 2021) Age 59 |
| |
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.
|
|
|
Mary Lourdes Gibbons
|
| |||
|
![]() Senior Vice
President, Chief Legal Officer and Assistant Secretary since 2008 Age 62 |
| |
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.
|
|
|
Vijay Bhasin
|
| |||
|
![]() Senior Vice
President and Chief Risk Officer since 2009 Age 59 |
| |
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.
|
|
|
David B. Weinstock
|
| |||
|
![]() Senior Vice
President and Chief Financial Officer since 2023 (served as Vice President and Chief Accounting Officer from 2009 – 2023) Age 59 |
| |
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.
|
|
| | |
Name
|
| |
Title
|
|
![]() |
| |
Mark A. Casale |
| |
Chairman of the Board of Directors, President and Chief Executive Officer |
|
![]() |
| |
Christopher G. Curran |
| |
President, Essent Guaranty, Inc. |
|
![]() |
| |
Mary L. Gibbons |
| |
Senior Vice President, Chief Legal Officer and Assistant Secretary |
|
![]() |
| |
Vijay Bhasin |
| |
Senior Vice President and Chief Risk Officer |
|
![]() |
| |
David B. Weinstock |
| |
Senior Vice President and Chief Financial Officer |
|
|
Diluted Earnings Per Share
|
| | |
•
$6.50 per share for the year ended December 31, 2023
|
|
|
New Insurance Written
|
| | |
•
Insurance in force grew by 5.3% in 2023, to $239.1 billion, due in large part to persistency of 87% as of the end of 2023.
|
|
|
Group Unit Economics
|
| | |
•
16.1% for new business written in 2023.
|
|
|
Bermuda-Based Reinsurance Business
|
| | |
•
Essent Re generated $80 million in revenue from third-party business for the year ended December 31, 2023.
|
|
|
Risk Mitigation
|
| | |
•
$281.5 million of aggregate excess of loss reinsurance coverage on an existing portfolio of mortgage insurance policies written in 2022 and 2023 that was fully collateralized at inception by insurance linked notes issued by Radnor Re 2023-1 Ltd., a newly formed unaffiliated special purpose insurer domiciled in Bermuda.
|
|
|
Other Highlights
|
| | |
•
Payment of quarterly dividends of $0.25 in 2023 (increased to $0.28 in March 2024).
•
Acquired Agents National Title Insurance Company, a title insurance underwriter, and Boston National Title, an independent title agency, effective July 1, 2023.
•
Our EssentVentures unit continued to invest across venture capital, private equity, structured credit funds and direct investments, with a goal to generate both financial and informational returns. As of December 31, 2023, we have invested $277 million through these efforts with approximately $74 million of value created.
|
|
| | | |
What We Do
|
| | | | |
What We Don’t Do
|
|
|
✓
|
| |
A significant portion of target annual compensation for our named executive officers is “at-risk” compensation, including performance-based incentive and long-term equity-based awards.
|
| |
✘
|
| | No significant perquisites. | |
|
✓
|
| | Maintain robust share ownership guidelines. | | |
✘
|
| |
No special retirement plans for our named executive officers.
|
|
|
✓
|
| |
Double-trigger equity vesting in respect of time-based restricted common shares upon a change in control.
|
| |
✘
|
| | No re-pricing of stock options without shareholder approval. | |
|
✓
|
| | Prohibit employees from hedging the value of our common shares. | | |
✘
|
| | No tax gross-ups on excise taxes. | |
|
✓
|
| | Retain an independent compensation consultant to review our executive compensation program and practices. | | |
✘
|
| | No dividends or dividend equivalents are paid in respect of unearned performance-based restricted common shares. | |
|
✓
|
| | Engage with our shareholders. | | | | | | | |
|
✓
|
| |
Design our executive compensation programs to manage business and operational risk and to discourage short-term risk taking at the expense of long-term results.
|
| | | | | | |
|
✓
|
| |
NYSE-compliant clawback policy in the event of a financial restatement.
|
| | | | | | |
|
•
Arch Capital Group Ltd.
•
Assured Guaranty Corporation
•
Fidelity National Financial Inc.
•
First American Financial Corp.
•
Genworth Financial Inc.
•
Markel Group, Inc.
•
MGIC Investment Corp.
•
Mr. Cooper Group Inc. (formerly
Nationstar Mortgage Holdings Inc.)
|
| |
•
NMI Holdings, Inc.
•
PennyMac Financial Services, Inc.
•
Radian Group Inc.
•
RenaissanceRe Holdings Ltd.
•
Stewart Information Services Corp.
•
W. R. Berkley Corp.
|
|
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
|
|
Name
|
| |
2023
Base Salary |
| |||
Mark A. Casale | | | | $ | 1,000,000 | | |
Christopher G. Curran | | | | $ | 650,000 | | |
Mary L. Gibbons | | | | $ | 500,000 | | |
Vijay Bhasin | | | | $ | 450,000 | | |
David B. Weinstock(1) | | | | $ | 375,000 | | |
2023 Annual Incentive Opportunity Expressed as a Percentage of Base Salary
|
| ||||||||||||||||||
Name
|
| |
Threshold
|
| |
Target
|
| |
Maximum
|
| |||||||||
Mark A. Casale | | | | | 131.25% | | | | | | 175% | | | | | | 306.25% | | |
Christopher G. Curran | | | | | 75% | | | | | | 100% | | | | | | 175% | | |
Mary L. Gibbons | | | | | 75% | | | | | | 100% | | | | | | 175% | | |
Vijay Bhasin | | | | | 75% | | | | | | 100% | | | | | | 175% | | |
David B. Weinstock | | | | | 75% | | | | | | 100% | | | | | | 175% | | |
2023 Annual Incentive Opportunity—Weighting of Goals
|
| ||||||||||||
Name
|
| |
Corporate Goals
|
| |
Individual Goals
|
| ||||||
Mark A. Casale | | | | | 100% | | | | | | — | | |
Christopher G. Curran | | | | | 50% | | | | | | 50% | | |
Mary L. Gibbons | | | | | 50% | | | | | | 50% | | |
Vijay Bhasin | | | | | 50% | | | | | | 50% | | |
David B. Weinstock | | | | | 50% | | | | | | 50% | | |
2023 Annual Incentive Plan Performance Goals
|
| |||||||||||||||
Goal
|
| |
Weighting
|
| |
Threshold
|
| |
Target
|
| |
Maximum
|
| |
Actual
|
|
Optimize portfolio growth, efficiently leveraging operating infrastructure
|
| |
30%
|
| |
$4.50 per
share at 10% return on equity |
| |
$5.50 per
share at 12.5% return on equity |
| |
$6.50 per
share at 15% return on equity |
| |
$6.47 per
share at 14.5% return on equity(1) |
|
Grow core U.S. mortgage insurance and reinsurance franchise with new business value creation:
Growth in insurance-in-force (IIF) during the year ended December 31, 2023 (as a percentage of IIF as of December 31, 2023) |
| |
15%
|
| |
2.5%
|
| |
5%
|
| |
7.5%
|
| |
5.3%
|
|
Group unit economics (for 2023 new business written)
|
| |
15%
|
| |
10%
|
| |
13%
|
| |
16%
|
| |
16.1%
|
|
Grow Essent Re mortgage insurance franchise (revenue from 3rd party reinsurance for year ended December 31, 2023)
|
| |
15%
|
| |
$60 million
|
| |
$70 million
|
| |
$80 million
|
| |
$80 million
|
|
Strategic accomplishments | | |
25%
|
| |
as determined by the Compensation
Committee in February 2023 |
| |
all strategic
accomplishments were completed |
|
|
Name
|
| |
Individual Performance Goals
|
|
| Christopher G. Curran | | |
•
Effectively manage operating expenses to optimize MI platform and grow Essent franchise.
•
Develop and execute strategies to achieve NIW, client activation and maintenance goals while growing insurance in-force.
•
Complete AWS migration.
•
Enhance Essent EDGE’s resiliency by developing a relationship with an additional credit bureau.
•
Continue to enhance and invest in platform modernization, including deployment into production of the proprietary automated underwriting system.
•
Enhance customer experience and improve customer self-service functionality.
|
|
|
Name
|
| |
Individual Performance Goals
|
|
| Mary L. Gibbons | | |
•
Lead efforts to close the title insurance acquisition, including purchase documentation, regulatory filings, onboarding of employees, compliance assessment, marketing and communications strategies, and facilities management.
•
Support other departments in completion of corporate initiatives.
•
Support efforts to unwind seasoned insurance-linked note transactions that no longer provide PMIERs credit.
•
Oversee remodeling of US and Bermuda corporate headquarters, including negotiating all leases and license agreements, design and construction.
|
|
| Vijay Bhasin | | |
•
Continue to enhance EssentEDGE risk management and pricing tool and models.
•
Support 2023 corporate goals around client activation and maintenance.
•
Finalize and deploy into production the proprietary automated underwriting system.
•
Continue to identify and leverage other data sources to improve credit evaluation, including developing a relationship with an additional credit bureau.
•
Provide risk expertise and analytics to support other corporate cross functional priorities and initiatives.
•
Support title insurance acquisition, and develop blueprint to expand risk function into this line of business.
|
|
| David B. Weinstock | | |
•
Actively assist other departments in evaluating opportunities to further optimize capital structure and financial flexibility; evaluate opportunities to further optimize capital structure and financial flexibility.
•
Invest available cash in the investment portfolio while managing to company liquidity targets; evaluate potential actions in response to developments in financial markets and broad macro conditions.
•
Support the title insurance acquisition, including the integration of the accounting, finance and forecast functions of acquired companies and the transition of regulatory compliance for those companies.
•
Build out depth in accounting and finance capabilities to increase the department’s efficiency and productivity.
•
Complete the implementation of the finance technology tools currently in process; explore other tools to enhance the finance team’s productivity.
|
|
Name
|
| |
Target
Annual Incentive Bonus – 2023 |
| |
Annual
Incentive Bonus Award – 2023 |
| |
% of
Target |
| |||||||||
Mark A. Casale | | | | $ | 1,750,000 | | | | | $ | 2,850,000 | | | | | | 163% | | |
Christopher G. Curran | | | | $ | 650,000 | | | | | $ | 1,072,500 | | | | | | 165% | | |
Mary L. Gibbons | | | | $ | 500,000 | | | | | $ | 875,000 | | | | | | 175% | | |
Vijay Bhasin | | | | $ | 450,000 | | | | | $ | 675,000 | | | | | | 150% | | |
David B. Weinstock | | | | $ | 375,000 | | | | | $ | 562,500 | | | | | | 150% | | |
Name
|
| |
Discretionary
Bonus Award – 2023 |
| |||
Mark A. Casale | | | | $ | 212,500 | | |
Name
|
| |
Restricted
Shares/ Restricted Shares Units Subject to Time-Based Vesting |
| |
Restricted
Shares/ Restricted Share Units Subject to Time- and Performance- Based Vesting(1) |
| |
Total
Restricted Shares/ Restricted Share Units Granted |
| |||||||||
Mark A. Casale | | | | | 34,475 | | | | | | 206,850 | | | | | | 241,325 | | |
Christopher G. Curran | | | | | 14,940 | | | | | | 29,880 | | | | | | 44,820 | | |
Mary L. Gibbons | | | | | 11,492 | | | | | | 22,984 | | | | | | 34,476 | | |
Vijay Bhasin | | | | | 10,343 | | | | | | 20,686 | | | | | | 31,029 | | |
David B. Weinstock | | | | | 4,890 | | | | | | 9,779 | | | | | | 14,669 | | |
| | | | | |
Relative Total Shareholder Return
vs. S&P 1500 Financial Services Index |
| ||||||
| | | | | |
≤25th percentile
|
| |
50th percentile
|
| |
≥75th percentile
|
|
Three-Year
Book Value Per Share CAGR |
| |
10%
|
| |
100%
|
| |
150%
|
| |
200%
|
|
|
9%
|
| |
75%
|
| |
125%
|
| |
175%
|
| ||
|
8%
|
| |
50%
|
| |
100%
|
| |
150%
|
| ||
|
6%
|
| |
25%
|
| |
75%
|
| |
125%
|
| ||
|
5%
|
| |
0%
|
| |
50%
|
| |
100%
|
|
Name and Principal
Position |
| |
Year
|
| |
Salary
($) |
| |
Bonus(1)
($) |
| |
Stock
Awards(2) ($) |
| |
Option
Awards ($) |
| |
Non-Equity
Incentive Plan Compensation(3) ($) |
| |
Nonqualified
Deferred Compensation Earnings ($) |
| |
All Other
Compensation(4) ($) |
| |
Total
($) |
| ||||||||||||||||||||||||
Mark A. Casale
Chairman of the Board of Directors, President and Chief Executive Officer |
| | | | 2023 | | | | | | 1,000,000 | | | |
212,500
|
| | | | 4,118,728 | | | | | | — | | | | | | 2,850,500 | | | | | | — | | | | | | 705,224 | | | | | | 8,886,452 | | |
| | | 2022 | | | | | | 1,000,000 | | | |
175,000
|
| | | | 4,416,683 | | | | | | — | | | | | | 2,887,500 | | | | | | — | | | | | | 433,563 | | | | | | 8,912,746 | | | ||
| | | 2021 | | | | | | 925,000 | | | |
—
|
| | | | 3,276,801 | | | | | | — | | | | | | 2,405,000 | | | | | | — | | | | | | 321,271 | | | | | | 6,928,072 | | | ||
Christopher G. Curran(5)
President, Essent Guaranty, Inc. |
| | | | 2023 | | | | | | 650,000 | | | |
—
|
| | | | 1,028,320 | | | | | | — | | | | | | 1,072,500 | | | | | | — | | | | | | 140,764 | | | | | | 2,891,584 | | |
| | | 2022 | | | | | | 650,000 | | | |
—
|
| | | | 1,075,442 | | | | | | — | | | | | | 1,072,500 | | | | | | — | | | | | | 93,569 | | | | | | 2,891,511 | | | ||
| | | 2021 | | | | | | 500,000 | | | |
—
|
| | | | 1,141,282 | | | | | | — | | | | | | 875,000 | | | | | | — | | | | | | 75,955 | | | | | | 2,592,237 | | | ||
Mary L. Gibbons
Senior Vice President, Chief Legal Officer and Assistant Secretary |
| | | | 2023 | | | | | | 500,000 | | | |
—
|
| | | | 790,994 | | | | | | — | | | | | | 875,000 | | | | | | — | | | | | | 144,369 | | | | | | 2,310,363 | | |
| | | 2022 | | | | | | 500,000 | | | |
—
|
| | | | 827,245 | | | | | | — | | | | | | 825,000 | | | | | | — | | | | | | 99,942 | | | | | | 2,252,187 | | | ||
| | | 2021 | | | | | | 500,000 | | | |
—
|
| | | | 1,070,507 | | | | | | — | | | | | | 750,000 | | | | | | — | | | | | | 138,064 | | | | | | 2,458,571 | | | ||
Vijay Bhasin
Senior Vice President and Chief Risk Officer |
| | | | 2023 | | | | | | 450,000 | | | |
—
|
| | | | 711,909 | | | | | | — | | | | | | 675,000 | | | | | | — | | | | | | 130,125 | | | | | | 1,967,034 | | |
| | | 2022 | | | | | | 450,000 | | | |
—
|
| | | | 744,513 | | | | | | — | | | | | | 720,000 | | | | | | — | | | | | | 74,829 | | | | | | 1,989,342 | | | ||
| | | 2021 | | | | | | 450,000 | | | |
—
|
| | | | 1,090,865 | | | | | | — | | | | | | 675,000 | | | | | | — | | | | | | 102,262 | | | | | | 2,318,127 | | | ||
David B. Weinstock(6)
Senior Vice President and Chief Financial Officer |
| | | | 2023 | | | | | | 354,445 | | | |
75,000
|
| | | | 1,521,783 | | | | | | — | | | | | | 562,500 | | | | | | — | | | | | | 64,075 | | | | | | 2,577,803 | | |
| | | 2022 | | | | | | 289,406 | | | |
326,745
|
| | | | 67,222 | | | | | | — | | | | | | 230,233 | | | | | | — | | | | | | 19,955 | | | | | | 933,561 | | |
| | | | | | | | |
Estimated Future Payouts
Under Non-Equity Incentive Plan Awards(1) |
| |
Estimated Future
Payouts Under Equity Incentive Plan Awards(2) |
| |
All Other
Stock Awards: Number of Shares of Stock or Units (#) |
| |
Grant Date
Fair Value of Stock and Option Awards ($)(3) |
| ||||||||||||||||||||||||||||||||||||
| | |
Grant
Date |
| |
Threshold
($) |
| |
Target
($) |
| |
Maximum
($) |
| |
Threshold
(#) |
| |
Target
(#) |
| |
Maximum
(#) |
| |||||||||||||||||||||||||||||||||
Mark A. Casale
|
| | | | — | | | | | | 1,312,500 | | | | | | 1,750,000 | | | | | | 3,062,500 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 2/7/2023(4) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 34,475 | | | | | | 1,500,007 | | | ||
| | | 2/7/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 103,425 | | | | | | 206,850 | | | | | | — | | | | | | 2,618,721 | | | ||
Christopher G. Curran
|
| | | | | | | | | | 487,500 | | | | | | 650,000 | | | | | | 1,137,500 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 2/7/2023(4) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 14,940 | | | | | | 650,039 | | | ||
| | | 2/3/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 14,940 | | | | | | 29,880 | | | | | | — | | | | | | 378,281 | | | ||
Mary L. Gibbons
|
| | | | — | | | | | | 375,000 | | | | | | 500,000 | | | | | | 875,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 2/7/2023(4) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 11,492 | | | | | | 500,017 | | | ||
| | | 2/7/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 11,492 | | | | | | 22,984 | | | | | | — | | | | | | 290,977 | | | ||
Vijay Bhasin
|
| | | | — | | | | | | 337,500 | | | | | | 450,000 | | | | | | 787,500 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | |
| | | 2/7/2023(4) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 10,343 | | | | | | 450,023 | | | ||
| | | 2/7/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 10,343 | | | | | | 20,686 | | | | | | — | | | | | | 261,885 | | | ||
David B. Weinstock
|
| | | | — | | | | | | 281,250 | | | | | | 375,000 | | | | | | 656,250 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 1/8/2023(5) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,010 | | | | | | 116,036 | | | ||
| | | 2/7/2023(6) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,118 | | | | | | 135,664 | | | ||
| | | 3/14/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,890 | | | | | | 9,779 | | | | | | — | | | | | | 123,802 | | | ||
| | | 3/14/2023(4) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,890 | | | | | | 187,532 | | | ||
| | | 3/14/2023(7) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 25,000 | | | | | | 958,750 | | |
| | | | | |
Relative Total Shareholder Return*
vs. S&P 1500 Financial Services Index |
| ||||||
| | | | | |
≤25th
percentile |
| |
50th
percentile |
| |
≥75th
percentile |
|
Three-Year
Book Value Per Share CAGR* |
| |
10%
|
| |
100%
|
| |
150%
|
| |
200%
|
|
|
9%
|
| |
75%
|
| |
125%
|
| |
175%
|
| ||
|
8%
|
| |
50%
|
| |
100%
|
| |
150%
|
| ||
|
6%
|
| |
25%
|
| |
75%
|
| |
125%
|
| ||
|
5%
|
| |
0%
|
| |
50%
|
| |
100%
|
|
| | |
Stock Awards
|
| |||||||||||||||||||||||||||
Name
|
| |
Grant
Date |
| |
Number of
Shares or Units that have not Vested (#)(1) |
| |
Market
Value of Shares or Units that have not Vested ($)(2) |
| |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#)(1) |
| |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested ($)(2) |
| |||||||||||||||
Mark A. Casale
|
| | | | 2/7/2023(3) | | | | | | 35,241 | | | | | | 1,858,622 | | | | | | — | | | | | | — | | |
| | | 2/7/2023(3) | | | | | | — | | | | | | — | | | | | | 211,447 | | | | | | 11,151,729 | | | ||
| | | 5/23/2022(4) | | | | | | 7,766 | | | | | | 409,581 | | | | | | — | | | | | | — | | | ||
| | | 5/23/2022(4) | | | | | | — | | | | | | — | | | | | | 69,881 | | | | | | 3,685,514 | | | ||
| | | 2/8/2022(5) | | | | | | 15,444 | | | | | | 814,515 | | | | | | — | | | | | | — | | | ||
| | | 2/8/2022(5) | | | | | | — | | | | | | — | | | | | | 138,987 | | | | | | 7,330,195 | | | ||
| | | 2/5/2021(6) | | | | | | 8,425 | | | | | | 444,361 | | | | | | — | | | | | | — | | | ||
| | | 2/5/2021(6) | | | | | | 100,846(7) | | | | | | 5,318,618 | | | | | | — | | | | | | — | | | ||
Christopher G. Curran
|
| | | | 2/7/2023(3) | | | | | | 15,272 | | | | | | 805,448 | | | | | | — | | | | | | — | | |
| | | 2/7/2023(3) | | | | | | — | | | | | | — | | | | | | 30,544 | | | | | | 1,610,895 | | | ||
| | | 2/8/2022(5) | | | | | | 9,648 | | | | | | 508,810 | | | | | | — | | | | | | — | | | ||
| | | 2/8/2022(5) | | | | | | — | | | | | | — | | | | | | 28,939 | | | | | | 1,526,266 | | | ||
| | | 2/5/2021(6) | | | | | | 4,049 | | | | | | 213,566 | | | | | | — | | | | | | — | | | ||
| | | 2/5/2021(6) | | | | | | 16,154(7) | | | | | | 851,962 | | | | | | — | | | | | | — | | | ||
Mary L. Gibbons
|
| | | | 2/7/2023(3) | | | | | | 11,747 | | | | | | 619,558 | | | | | | — | | | | | | — | | |
| | | 2/7/2023(3) | | | | | | — | | | | | | — | | | | | | 23,495 | | | | | | 1,239,117 | | | ||
| | | 2/8/2022(5) | | | | | | 7,421 | | | | | | 391,397 | | | | | | — | | | | | | — | | | ||
| | | 2/8/2022(5) | | | | | | — | | | | | | — | | | | | | 22,261 | | | | | | 1,174,025 | | | ||
| | | 2/5/2021(6) | | | | | | 4,049 | | | | | | 213,566 | | | | | | — | | | | | | — | | | ||
| | | 2/5/2021(6) | | | | | | 16,154(7) | | | | | | 851,962 | | | | | | — | | | | | | — | | | ||
Vijay Bhasin
|
| | | | 2/7/2023(3) | | | | | | 10,573 | | | | | | 557,613 | | | | | | — | | | | | | — | | |
| | | 2/7/2023(3) | | | | | | — | | | | | | — | | | | | | 21,146 | | | | | | 1,115,227 | | | ||
| | | 2/8/2022(5) | | | | | | 6,679 | | | | | | 352,241 | | | | | | — | | | | | | — | | | ||
| | | 2/8/2022(5) | | | | | | — | | | | | | — | | | | | | 20,034 | | | | | | 1,056,612 | | | ||
| | | 2/5/2021(6) | | | | | | 3,645 | | | | | | 192,254 | | | | | | — | | | | | | — | | | ||
| | | 2/5/2021(6) | | | | | | 14,541(7) | | | | | | 766,892 | | | | | | — | | | | | | — | | |
| | |
Stock Awards
|
| |||||||||||||||||||||||||||
Name
|
| |
Grant
Date |
| |
Number of
Shares or Units that have not Vested (#)(1) |
| |
Market
Value of Shares or Units that have not Vested ($)(2) |
| |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#)(1) |
| |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested ($)(2) |
| |||||||||||||||
David B. Weinstock
|
| | | | 3/14/2023(8) | | | | | | 25,388 | | | | | | 1,338,967 | | | | | | — | | | | | | — | | |
| | | 3/14/2023(9) | | | | | | — | | | | | | — | | | | | | 9,931 | | | | | | 523,750 | | | ||
| | | 3/14/2023(9) | | | | | | 4,966 | | | | | | 261,902 | | | | | | — | | | | | | — | | | ||
| | | 2/7/2023(10) | | | | | | 3,187 | | | | | | 168,098 | | | | | | — | | | | | | — | | | ||
| | | 1/8/2023(10) | | | | | | 3,077 | | | | | | 162,281 | | | | | | — | | | | | | — | | | ||
| | | 2/8/2022(10) | | | | | | 998 | | | | | | 52,649 | | | | | | — | | | | | | — | | | ||
| | | 2/5/2021(10) | | | | | | 1,034 | | | | | | 54,538 | | | | | | | | | | | | | | |
| | | | | |
Relative Total Shareholder Return*
vs. S&P 1500 Financial Services Index |
| ||||||
| | | | | |
≤25th
percentile |
| |
50th
percentile |
| |
≥75th
percentile |
|
Three-Year
Book Value Per Share CAGR* |
| |
10%
|
| |
100%
|
| |
150%
|
| |
200%
|
|
|
9%
|
| |
75%
|
| |
125%
|
| |
175%
|
| ||
|
8%
|
| |
50%
|
| |
100%
|
| |
150%
|
| ||
|
6%
|
| |
25%
|
| |
75%
|
| |
125%
|
| ||
|
5%
|
| |
0%
|
| |
50%
|
| |
100%
|
|
| | | | | |
Relative Total Shareholder Return*
vs. S&P 1500 Financial Services Index |
| ||||||
| | | | | |
≤25th
percentile |
| |
50th
percentile |
| |
≥75th
percentile |
|
Three-Year
Book Value Per Share CAGR* |
| |
13%
|
| |
100%
|
| |
150%
|
| |
200%
|
|
|
11%
|
| |
75%
|
| |
125%
|
| |
175%
|
| ||
|
9%
|
| |
50%
|
| |
100%
|
| |
150%
|
| ||
|
7%
|
| |
25%
|
| |
75%
|
| |
125%
|
| ||
|
5%
|
| |
0%
|
| |
50%
|
| |
100%
|
|
| | | | | |
Relative Total Shareholder Return*
vs. S&P 1500 Financial Services Index |
| ||||||
| | | | | |
≤25th
percentile |
| |
50th
percentile |
| |
≥75th
percentile |
|
Three-Year
Book Value Per Share CAGR* |
| |
13%
|
| |
100%
|
| |
150%
|
| |
200%
|
|
|
11%
|
| |
75%
|
| |
125%
|
| |
175%
|
| ||
|
9%
|
| |
50%
|
| |
100%
|
| |
150%
|
| ||
|
7%
|
| |
25%
|
| |
75%
|
| |
125%
|
| ||
|
5%
|
| |
0%
|
| |
50%
|
| |
100%
|
|
| | | | | |
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%
|
|
| | | | | |
Relative Total Shareholder Return*
vs. S&P 1500 Financial Services Index |
| ||||||
| | | | | |
≤25th
percentile |
| |
50th
percentile |
| |
≥75th
percentile |
|
Three-Year
Book Value Per Share CAGR* |
| |
10%
|
| |
100%
|
| |
150%
|
| |
200%
|
|
|
9%
|
| |
75%
|
| |
125%
|
| |
175%
|
| ||
|
8%
|
| |
50%
|
| |
100%
|
| |
150%
|
| ||
|
6%
|
| |
25%
|
| |
75%
|
| |
125%
|
| ||
|
5%
|
| |
0%
|
| |
50%
|
| |
100%
|
|
| | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||
Name
|
| |
Number of
Shares Acquired on Exercise (#) |
| |
Value
Realized on Exercise ($) |
| |
Number of
Shares Acquired on Vesting (#) |
| |
Value
Realized on Vesting(1) ($) |
| ||||||||||||
Mark A. Casale | | | | | — | | | | | | — | | | | | | 90,723 | | | | | | 3,911,087 | | |
Christopher G. Curran | | | | | — | | | | | | — | | | | | | 19,615 | | | | | | 845,609 | | |
Mary L. Gibbons | | | | | — | | | | | | — | | | | | | 15,792 | | | | | | 680,798 | | |
Vijay Bhasin | | | | | — | | | | | | — | | | | | | 19,134 | | | | | | 824,879 | | |
David B. Weinstock | | | | | — | | | | | | — | | | | | | 3,557 | | | | | | 149,883 | | |
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
|
| | | | 5,500,000 | | | | | | 1,750,000 | | | | | | 70,272 | | | | | | 30,000 | | | | | | 2,907,537(2) | | | | | | 16,378,558(4) | | | | | | 26,636,367 | | |
Change in control but no termination
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 21,944,193(5) | | | | | | 21,944,193 | | |
Voluntary termination for good
reason or involuntary termination without cause following a change in control |
| | | | 5,500,000 | | | | | | 1,750,000 | | | | | | 70,272 | | | | | | 30,000 | | | | | | 3,527,078(3) | | | | | | 21,944,193(5) | | | | | | 32,821,543 | | |
Termination for disability or upon death
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,527,078(3) | | | | | | 16,378,558(4) | | | | | | 19,905,635 | | |
Christopher G. Curran | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Voluntary termination for good reason or involuntary termination without cause
|
| | | | 1,950,000 | | | | | | 650,000 | | | | | | 35,424 | | | | | | 20,000 | | | | | | 1,259,341(2) | | | | | | 2,406,282(4) | | | | | | 6,321,047 | | |
Change in control but no termination
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,204,832(5) | | | | | | 3,204,832 | | |
Voluntary termination for good
reason or involuntary termination without cause following a change in control |
| | | | 1,950,000 | | | | | | 650,000 | | | | | | 35,424 | | | | | | 20,000 | | | | | | 1,527,824(3) | | | | | | 3,204,832(5) | | | | | | 7,388,080 | | |
Termination for disability or upon death
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,527,824(3) | | | | | | 2,406,282(4) | | | | | | 3,934,106 | | |
Mary L. Gibbons | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Voluntary termination for good reason or involuntary termination without cause
|
| | | | 1,500,000 | | | | | | 500,000 | | | | | | 52,704 | | | | | | 20,000 | | | | | | 1,018,002(2) | | | | | | 2,047,565(4) | | | | | | 5,138,270 | | |
Change in control but no termination
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,661,818(5) | | | | | | 2,661,818 | | |
Voluntary termination for good
reason or involuntary termination without cause following a change in control |
| | | | 1,500,000 | | | | | | 500,000 | | | | | | 52,704 | | | | | | 20,000 | | | | | | 1,224,521(3) | | | | | | 2,661,818(5) | | | | | | 5,959,044 | | |
Termination for disability or upon death
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,224,521(3) | | | | | | 2,047,565(4) | | | | | | 3,272,086 | | |
Vijay Bhasin | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Voluntary termination for good reason or involuntary termination without cause
|
| | | | 1,350,000 | | | | | | 450,000 | | | | | | — | | | | | | 20,000 | | | | | | 916,237(2) | | | | | | 1,842,945(4) | | | | | | 4,579,182 | | |
Change in control but no termination
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,395,781(5) | | | | | | 2,395,781 | | |
Voluntary termination for good
reason or involuntary termination without cause following a change in control |
| | | | 1,350,000 | | | | | | 450,000 | | | | | | — | | | | | | 20,000 | | | | | | 1,102,108(3) | | | | | | 2,395,781(5) | | | | | | 5,317,890 | | |
Termination for disability or upon death
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,102,108(3) | | | | | | 1,842,945(4) | | | | | | 2,945,053 | | |
David B. Weinstock | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Voluntary termination for good reason or involuntary termination without cause
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Change in control but no termination
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Voluntary termination for good
reason or involuntary termination without cause following a change in control |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Termination for disability or upon death
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Year | | | Summary compensation table total for PEO(1) | | | Compensation actually paid to PEO(2) | | | Average summary compensation table for non-PEO named executive officers(2) | | | Average compensation actually paid to non-PEO named executive officers(2) | | | Value of initial fixed $100 investment based on: | | | Net Income(5) | | | Book Value Per Share | | |||||||||||||||||||||||||||
| Total shareholder return(3) | | | Peer group total shareholder return(4) | | ||||||||||||||||||||||||||||||||||||||||||||
(a) | | | (b) | | | (c) | | | (d) | | | (e) | | | (f) | | | (g) | | | (h) | | | (i) | | ||||||||||||||||||||||||
2023 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | | | | ||||||||
2022 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | | | | ||||||||
2021 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | | | | ||||||||
2020 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | | | |
Year | | | Executive(s) | | | “Summary Compensation Table” Total | | | Deduct Stock Award Included in “Summary Compensation Table” | | | Add Year-end Value of Unvested Equity Awards Granted in Year | | | Change in Value of Unvested Equity Awards Granted in Prior Years | | | Change in Value of Equity Awards Granted in Prior Years which Vested in Year | | | “Pay versus Performance Table” Compensation Actually Paid | | ||||||||||||||||||
2023 | | | PEO | | | | $ | | | | | $ | ( | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | |||||
| Other NEOs | | | | $ | | | | | $ | ( | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | |||||||
2022 | | | PEO | | | | $ | | | | | $ | ( | | | | | $ | | | | | $ | ( | | | | | $ | ( | | | | | $ | | | |||
| Other NEOs | | | | $ | | | | | $ | ( | | | | | $ | | | | | $ | ( | | | | | $ | ( | | | | | $ | | | |||||
2021 | | | PEO | | | | $ | | | | | $ | ( | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | |||||
| Other NEOs | | | | $ | | | | | $ | ( | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | |||||||
2020 | | | PEO | | | | $ | | | | | $ | ( | | | | | $ | | | | | $ | ( | | | | | $ | ( | | | | | $ | | | |||
| Other NEOs | | | | $ | | | | | $ | ( | | | | | $ | | | | | $ | ( | | | | | $ | ( | | | | | $ | | |
Principal Position
|
| |
Salary
($) |
| |
Bonus
($) |
| |
Stock
Awards ($) |
| |
Non-Equity
Incentive Plan Compensation ($) |
| |
All Other
Compensation ($) |
| |
Total
($) |
| ||||||||||||||||||
CEO
|
| | | | 1,000,000 | | | | | | 212,500 | | | | | | 4,118,728 | | | | | | 2,850,000 | | | | | | 705,224 | | | | | | 8,886,452 | | |
Median Employee
|
| | | | 93,900 | | | | | | — | | | | | | 18,504 | | | | | | 8,051 | | | | | | — | | | | | | 120,456 | | |
CEO to Median Employee Ratio
|
| |
73.8:1
|
|
Name of Beneficial Owner
|
| |
Shares
Owned |
| |
Percentage(6)
|
| ||||||
Mark A. Casale(1) | | | | | 2,382,085 | | | | | | 2.2% | | |
Christopher G. Curran(2) | | | | | 274,552 | | | | | | * | | |
Mary L. Gibbons(3) | | | | | 248,786 | | | | | | * | | |
Vijay Bhasin(4) | | | | | 210,547 | | | | | | * | | |
David B. Weinstock | | | | | 29,416 | | | | | | * | | |
Aditya Dutt(5) | | | | | 29,100 | | | | | | * | | |
Robert Glanville(5) | | | | | 54,000 | | | | | | * | | |
Angela L. Heise(5) | | | | | 19,041 | | | | | | * | | |
Henna Karna(5) | | | | | 5,299 | | | | | | * | | |
Roy J. Kasmar(5) | | | | | 32,204 | | | | | | * | | |
Allan Levine(5) | | | | | 38,638 | | | | | | * | | |
Douglas J. Pauls(5) | | | | | 35,158 | | | | | | * | | |
William Spiegel(5) | | | | | 29,831 | | | | | | * | | |
All directors and executive officers as a group (13 persons) | | | | | 3,388,657 | | | | | | 3.2% | | |
Name of Beneficial Owner
|
| |
Shares
Owned |
| |
Percentage(5)
|
| ||||||
BlackRock, Inc.(1) | | | | | 13,181,317 | | | | | | 12.3% | | |
The Vanguard Group, Inc.(2) | | | | | 11,477,434 | | | | | | 10.8% | | |
Capital World Investors(3) | | | | | 10,517,789 | | | | | | 9.9% | | |
FMR LLC(4) | | | | | 8,584,933 | | | | | | 8.0% | | |
|
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, 2024 and until the 2025 Annual General Meeting of Shareholders and the referral of the determination of the auditors’ compensation to our Board of Directors.
|
| |
FOR
|
|
| | |
2022
|
| |
2023
|
| ||||||
Audit Fees | | | | $ | 1,473,200 | | | | | $ | 1,447,600 | | |
Audit-Related Fees | | | | $ | 260,812 | | | | | $ | 1,258,479 | | |
Tax Fees | | | | $ | 316,816 | | | | | $ | 351,331 | | |
All Other Fees | | | | | — | | | | | | — | | |
|
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.
|
| |
FOR
|
|