Brian Gould
About Brian Gould
Brian Gould, 53, is Executive Vice President and Chief Operations Officer of Enact Holdings (ACT) since May 2021, responsible for claims, underwriting and analytics; he previously served as Vice President, Operations for EMICO from November 2018 to May 2021 . Company performance context: 2024 cumulative TSR turned an initial $100 into $190.95; net income was $688,068 thousand; book value per share reached $37.46, demonstrating strong capital generation over Gould’s tenure as an NEO .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Enact Holdings (EMICO) | EVP & Chief Operations Officer | May 2021–present | Leads claims, underwriting and analytics |
| Enact Holdings (EMICO) | VP, Operations | Nov 2018–May 2021 | Similar operational remit prior to promotion |
External Roles
No external board or public company roles are disclosed for Brian Gould in the latest proxy .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 350,000 | 350,000 | 350,000; confirmed competitive, unchanged YoY |
| Target Annual Incentive ($) | — | — | 192,500 (AI target) |
| Actual Annual Incentive Paid ($) | 337,000 | 337,000 | 308,000 |
| Stock Awards Grant-Date Fair Value ($) | 333,624 | 346,392 | 390,557 |
| All Other Compensation ($) | 80,185 | 90,919 | 89,347 (incl. $54,960 retirement plan contributions; $4,387 life insurance; $30,000 financial counseling) |
Performance Compensation
Annual Incentive (2024 Program)
| Metric | Weighting | Target | Actual | Funding/Payout | Vesting |
|---|---|---|---|---|---|
| Adjusted Operating Income | Not disclosed | Not disclosed | Not disclosed | 200% funding of target | Cash; paid after year-end |
| Adjusted ROE | Not disclosed | Not disclosed | Not disclosed | 200% funding of target | Cash; paid after year-end |
| Expense Ratio | Not disclosed | Not disclosed | Not disclosed | 100% funding of target | Cash; paid after year-end |
| Strategic Objectives | Not disclosed | Not disclosed | Not disclosed | 100% total funding | Cash; paid after year-end |
| Individual - Brian Gould | — | $192,500 target | — | $308,000 approved (~160% of target) | Cash |
Long-Term Incentives (2024 Grants; 70% PSU / 30% RSU weighting programwide)
| Award | Grant Date | Units | Performance Metric & Goals | Vesting |
|---|---|---|---|---|
| RSU | 2/16/2024 | 5,746 units; $156,234 grant-date value | Time-based | 33% per year on 2/16/2025, 2/16/2026, 2/16/2027 |
| PSU (2024–2026) | 2/16/2024 | 8,618 target (up to 17,236 at max); $234,323 grant-date value | Book Value per Share Growth: Threshold 17%, Target 35%, Max 44% (0–200% payout, straight-line between points) | Earned based on 3-year performance; pays out post-period |
Program design: In 2024, PSU weighting was increased to 70% of total LTI target to strengthen pay-for-performance alignment; RSUs serve as retention .
Equity Ownership & Alignment
Beneficial Ownership and Guideline Compliance
| Item | Value |
|---|---|
| Shares Beneficially Owned (Mar 19, 2025) | 29,746 shares |
| Shares Outstanding (Mar 19, 2025) | 151,391,312 shares |
| Ownership as % of Shares Outstanding | ~0.0196% (29,746 / 151,391,312) |
| Stock Ownership Guideline (COO) | 2x base salary; must comply within 5 years of role entry; unvested RSUs count; PSUs do not |
| Compliance Status | All NEOs are in compliance or on track |
| Hedging/Pledging | Prohibited for executive officers under Insider Trading Policy |
Outstanding Equity Awards at FY-end 2024 (Vesting Schedules and Values)
| Award Block | Unvested Units | Market Value at 12/31/2024 | Vesting Schedule / Notes |
|---|---|---|---|
| RSU Block A | 2,864 | $92,736 (at $32.38) | Vests 100% on 2/11/2025 |
| RSU Block B | 5,118 | $165,721 | Remaining vests 50% on 2/9/2025 and 2/9/2026 |
| RSU Block C | 5,876 | $190,265 | Vests one-third on 2/16/2025, 2/16/2026, 2/16/2027 |
| PSU 2022–2024 (earned) | 17,236 (earned at 200%) | $558,102 | Earned at maximum based on 3-year BVPS growth; pays per plan |
| PSU 2023–2025 (in-flight) | 15,360 (shown at max for reporting) | $497,357 | Earn-out based on 3-year goals through 12/31/2025 |
| PSU 2024–2026 (in-flight) | 8,811 (at target) | $285,300 | Earn-out based on BVPS goals through 12/31/2026 |
Other notes:
- No Enact stock options are held by NEOs; none exercised in 2024 .
- Shares vested in 2024 for Gould: 25,945; value realized $1,059,654 (includes IPO grant vesting) .
Employment Terms
| Topic | Key Terms |
|---|---|
| Severance (no CoC) | Lump sum cash equal to 1x base salary + 1x target annual incentive; pro rata annual incentive based on actual results; 12 months COBRA premium; partial vesting of time-based awards (next scheduled tranche); performance awards continue and pay based on actual results, pro-rated |
| Change of Control (double trigger) | Lump sum cash equal to 2x base salary + 2x target annual incentive; pro rata annual incentive (actual or target methodology per plan); 18 months COBRA premium; immediate vesting of time-based awards; performance awards vest based on actual or target, pro-rated; continued life insurance coverage |
| Restrictive Covenants | 12-month non-compete; 24-month non-solicit of customers and employees; confidentiality; severance contingent on release and covenant compliance |
| Clawbacks | Mandatory recovery for restatements (SEC/Nasdaq 10D-1); supplemental discretionary clawback for misconduct or breach of covenants/policies |
| Excise Tax Gross-Ups | No excise tax gross-ups on CoC benefits; cut-back or best-net approach applied |
| Potential Payments (as of 12/31/2024) | Involuntary termination (no CoC): Total $2,107,699 including cash severance $543,000; pro-rated AI $308,000; health benefits $32,573; LTI vesting $1,224,126 . Involuntary termination following CoC: Total $2,884,422 including cash severance $1,086,000; pro-rated AI $308,000; health benefits $48,859; LTI vesting $1,433,495; life insurance $8,068 . |
Compensation Structure Analysis
- Increased PSU weighting to 70% of LTI in 2024 strengthens pay-for-performance; RSUs continue to provide retention value .
- Annual incentive metrics (Adjusted Operating Income and Adjusted ROE) funded at 200% in 2024, aligning cash awards with strong profitability and capital efficiency; expense ratio funded at 100%, strategic objectives at 100% .
- Say-on-pay support over 99% in 2024 reduces near-term governance/activism risk around compensation .
Related Party Transactions and Governance Context
- Anti-hedging and anti-pledging restrictions apply to executive officers, mitigating misalignment risks from monetization or collateralization of stock .
- Genworth (controlling holder, 81.1% owned as of Mar 19, 2025) maintains consent rights on major corporate actions while Board fiduciary duties govern; ongoing related-party arrangements are governed under formal policies and Audit Committee oversight .
Investment Implications
- Alignment: Gould’s pay is materially at risk via PSUs tied to BVPS growth and annual AOI/ROE metrics; anti-hedging/pledging plus stock ownership guidelines (2x salary for COO) support long-term alignment .
- Near-term vesting/selling pressure: Multiple RSU tranches vest in February 2025 (2/11, 2/9, 2/16), and 2023–2025 PSUs are scheduled to determine earn-out by 12/31/2025, which could increase Form 4 activity; monitor trading windows and Section 16 filings around vest dates .
- Retention and downside protection: Severance economics are standard (1x base+bonus; 2x with CoC, double-trigger), with meaningful equity vesting upon termination; robust covenants and clawbacks moderate risk-taking incentives .
- Performance backdrop: Strong 2024 outcomes (TSR $190.95 on $100 initial, net income $688,068k, BVPS $37.46) underpin above-target cash incentives; continued BVPS growth focus may bias capital deployment decisions (buybacks/dividends) over the PSU measurement period .