Not independent
Tenure on this board
18.4 yrs
3 nominees · 3 ballot items.
Election of three Class III directors; ratification of PricewaterhouseCoopers LLP as independent auditors and referral of auditors’ compensation to the Board; and a non-binding, advisory vote to approve named executive officer compensation (say-on-pay).
Election of three Class III directors (Mark A. Casale, Douglas J. Pauls and William Spiegel) to serve three-year terms through the 2029 Annual General Meeting.
Ratify the re-appointment of PricewaterhouseCoopers LLP as Essent’s independent registered public accounting firm for 2026 and refer determination of auditors’ compensation to the Board.
Non-binding, advisory vote to approve the compensation paid to the named executive officers as disclosed in the proxy statement (Compensation Discussion and Analysis, Summary Compensation Table and related disclosures).
This advisory proposal asks shareholders to approve, on a non-binding basis, the executive compensation disclosed in the proxy statement, including the Compensation Discussion and Analysis and associated tables. Management seeks this endorsement to confirm shareholder support for the Company’s pay-for-performance philosophy—emphasizing a mix of base salary, performance-based annual incentives, and long-term equity awards with both time- and performance-based vesting. The Company notes that a substantial portion of NEO pay is at-risk and tied to multi-year performance metrics (compounded book value per share growth and relative TSR versus a financial-services index), and that the Compensation Committee uses independent advisors and a peer group to set pay levels. The Board points to strong 2025 financial results, rigorous governance features (clawbacks, double-trigger vesting, share ownership guidelines, and independent committee oversight), and prior strong shareholder support (approximately 95.7% approval in 2025) as reasons to recommend a “FOR” vote. Management frames the proposal as a holistic endorsement of the compensation structure designed to attract and retain executive talent while aligning management incentives with long-term shareholder value. Opposing views typically focus on absolute pay levels or the balance between short- and long-term incentives, but the Company emphasizes objective performance targets, independent benchmarking, and substantial equity at risk to mitigate such concerns. A “FOR” vote would be advisory only, but the Board states it will consider the vote’s outcome in future compensation decisions. Given Essent’s disclosed compensation governance, capital-return activity, and performance metrics, the proposal’s approval would signal continued shareholder alignment with the Board’s compensation policies and practices.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 8.00% | 7,375,293 | $431M |
| 2 | BlackRock, Inc. | 7.95% | 7,325,679 | $428M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 5.52% | 5,086,527 | $297M |
| 4 | Capital World Investors | 5.10% | 4,695,817 | $274M |
| 5 | FMR LLC | 4.55% | 4,188,933 | $245M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.42% | 4,074,299 | $238M |
| 7 | STATE STREET CORP | 4.12% | 3,797,517 | $222M |
| 8 | BlackRock, Inc. | 3.49% | 3,213,109 | $188M |
| 9 | Polar Capital Holdings Plc | 2.77% | 2,550,000 | $149M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.53% | 2,335,226 | $136M |
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