Hardin Mitchell
About Hardin Mitchell
Hardin Dean Mitchell, 55, is Executive Vice President, Chief Financial Officer and Treasurer of Enact Holdings (ACT), serving in the role since May 2021 after prior service as Acting CFO from August 2011 and Senior Vice President, CFO and Treasurer from March 2013 to May 2021 . Company performance during his tenure is reflected in pay-versus-performance disclosures: cumulative TSR rose to 166.54 in 2023 (from 106.61 in 2021), Net Income was $665,511 thousand in 2023, and Book Value per Share increased to $33.19 in 2023 . Enact maintains robust governance around incentives, including anti-hedging/anti-pledging policies and clawbacks, with CFO stock ownership guidelines at 3x base salary and all NEOs compliant or on track .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Enact Holdings, Inc. | Executive Vice President, Chief Financial Officer and Treasurer | May 2021–present | — |
| Enact Holdings, Inc. | Senior Vice President, Chief Financial Officer and Treasurer | Mar 2013–May 2021 | — |
| Enact Holdings, Inc. | Acting Chief Financial Officer and Treasurer | Aug 2011–Mar 2013 | — |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | No external public company roles disclosed in proxies reviewed | — | — |
| References: 2023–2025 DEF 14A NEO biographies show internal roles only . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 500,000 | 500,000 | 520,192 |
| Bonus ($) (Genworth Deferred Cash) | 238,333 | 186,667 | 133,334 |
| Stock Awards ($) | 872,488 | 940,124 | 1,220,396 |
| Non-Equity Incentive Plan Compensation ($) | 875,000 | 875,000 | 788,000 |
| All Other Compensation ($) | 95,106 | 116,973 | 144,586 |
| Total Compensation ($) | 2,580,927 | 2,618,764 | 2,806,508 |
| Notes: “Bonus” reflects vesting of Genworth deferred cash awards granted in prior years . |
Performance Compensation
Annual Incentive (Short-Term)
| Year | Metric Design | Target ($) | Actual Payout ($) | Payout Basis | Vesting |
|---|---|---|---|---|---|
| 2022 | Financial objectives + strategic priorities; qualitative assessment | 500,000 | 875,000 | 0–200% of target; approved at ~175% of target for NEOs | Cash, paid after year-end |
| 2023 | Financial objectives + strategic priorities; qualitative assessment | 500,000 | 875,000 | 0–200% of target; approved at ~175% of target for NEOs | Cash, paid after year-end |
| 2024 | Financial objectives + strategic priorities; qualitative assessment | 525,000 | 788,000 | 0–200% of target (program design) | Cash, paid after year-end |
Long-Term Incentives (Equity)
2024 grants:
| Award | Grant Date | Shares/Units | Fair Value ($) | Metric | Vesting |
|---|---|---|---|---|---|
| RSU | 2/16/2024 | 17,954 | 488,169 | Retention/stock price | 1/3 per year starting 1st anniversary |
| PSU (2024–2026) | 2/16/2024 | 13,465 threshold; 26,930 target; 53,860 max | 732,227 | Book Value Per Share Growth over three years | Earned based on performance; settles after period |
Prior PSU design and targets (2022–2024 performance period):
| Performance Period | Metric | Threshold (50%) | Target (100%) | Max (200%) | Actual |
|---|---|---|---|---|---|
| 2022–2024 | Book Value Per Share Growth | 13% | 41% | 47% | Earned at 200% (Mitchell holdings reflect actual) |
Equity Ownership & Alignment
- Beneficial ownership: 104,375 shares as of March 19, 2025; percentage denoted “*” in the proxy ownership table (less than 1%) .
- Stock ownership guidelines: CFO must hold ≥3x base salary in Enact equity; executives must comply within 5 years; all NEOs compliant or on track .
- Anti-hedging and anti-pledging: Executives prohibited from hedging and pledging Enact stock under Insider Trading Policy .
Outstanding Equity (as of Dec 31, 2024)
| Type | Units | Market Value ($) | Vesting/Status |
|---|---|---|---|
| RSU tranche 1 | 7,507 | 243,077 | Vests 100% on 2/11/2025 |
| RSU tranche 2 | 13,889 | 449,726 | 50% vests 2/9/2025; 50% vests 2/9/2026 |
| RSU tranche 3 | 18,355 | 594,335 | 1/3 vests 2/16/2025, 2/16/2026, 2/16/2027 |
| PSU (2022–2024) | 45,064 | 1,459,172 | Earned at 200% based on BVPS Growth; valued at $32.38/share |
| PSU (2023–2025) | 41,672 | 1,349,339 | Reported at max level pending performance through 12/31/2025 |
| PSU (2024–2026) | 27,531 | 891,454 | Reported at target level pending performance through 12/31/2026 |
| Notes: Market values use Enact closing price $32.38 on 12/31/2024 . |
Employment Terms
- Senior Executive Severance Plan (without change of control): For NEOs other than CEO, one times base salary plus one times target annual incentive; pro‑rated annual incentive based on actual performance; 12 months COBRA-equivalent cash; partial vesting of time-based awards to next scheduled vest; PSUs remain outstanding and prorate to actual results; CEO SERP vesting not applicable to CFO .
Mitchell illustrative amounts at 12/31/2024: Cash severance $1,050,000; pro‑rated annual incentive $788,000; health benefits $24,358; long‑term equity vesting $3,322,231; total $5,193,017 . - Change of Control Severance Plan (double trigger): For CFO and other NEOs, 2x base salary + 2x target annual incentive; pro‑rated annual incentive at target or actual; immediate vesting of time‑based awards; performance awards vest based on pro‑rated actual or target; 18 months COBRA‑equivalent cash and continued life insurance .
Mitchell illustrative amounts: Cash severance $2,100,000; pro‑rated annual incentive $788,000; health benefits $49,178; long‑term equity vesting $3,943,021; continued life insurance $9,260; total $6,889,459 . - Restrictive covenants: To receive severance, executives must agree to 12‑month non‑compete, 24‑month non‑solicit, confidentiality restrictions .
- Clawbacks: Nasdaq‑compliant incentive compensation recovery for restatements plus supplemental discretionary clawback for misconduct .
Deferred Compensation (Restoration Plan)
| Year | Registrant Contributions ($) | Aggregate Balance at FYE ($) |
|---|---|---|
| 2023 | 83,600 | 452,231 |
Compensation Structure Analysis
- Increased equity mix and performance emphasis: 2024 stock awards rose to $1.22M from $0.94M in 2023, with PSUs tied to BVPS Growth and RSUs vesting over three years .
- Annual incentive moderation in 2024: Cash annual incentive paid decreased to $788k vs. $875k in 2022–2023 despite salary increase, reflecting program outcomes .
- No option grants: Company states it did not grant stock options or SARs to NEOs in 2024, reducing reprice risk and leverage .
- Governance safeguards: Anti-hedging/pledging, robust clawbacks, double-trigger CoC terms, no excise tax gross-ups .
Compensation Peer Group (Benchmarking)
Peer group used for 2023 pay decisions included Arch Capital Group Ltd., Assured Guaranty Ltd., Axos Financial, Employers Holdings, Essent Group, First American Financial, Guild Holdings, MGIC Investment, Mr. Cooper Group, NMI Holdings, PennyMac Financial Services, Radian Group, RLI Corp., Stewart Information Services, Walker & Dunlap .
Say‑on‑Pay & Shareholder Feedback
2025 advisory vote to approve NEO compensation: 145,107,452 For; 1,428,827 Against; 96,441 Abstentions; broker non‑votes 2,062,397, indicating strong support for executive pay programs .
Risk Indicators & Red Flags
- Anti‑pledging policy reduces collateral‑driven sell risk .
- Robust clawbacks beyond Nasdaq minimums mitigate misconduct and restatement risk .
- No excise tax gross‑ups and double‑trigger CoC structure align with shareholder‑friendly practices .
Investment Implications
- Alignment: High PSU weighting tied to BVPS Growth and strict ownership/clawback policies support pay‑for‑performance alignment and long‑term focus .
- Near‑term supply considerations: Multiple RSU/PSU events in 2025–2027 (e.g., RSU vesting in Feb 2025/2026/2027; PSU settlements) could create episodic insider selling windows, though anti‑pledging reduces forced‑sale risk .
- Downside protection: Moderate severance multiples and double‑trigger CoC terms limit windfall risk while preserving retention in strategic scenarios .
- Governance signal: Strong 2025 say‑on‑pay support suggests investor confidence in incentive design and execution under Mitchell’s finance leadership .