Rohit Gupta
About Rohit Gupta
Rohit Gupta, 50, is President and CEO of Enact Holdings, Inc. (ticker: ACT) and has served as a director since March 2013; he previously served as Chairperson of the Board from July 2020 to September 2021 . Under Gupta’s tenure, Enact’s cumulative TSR rose from $106.61 (value of $100 investment) in 2021 to $190.95 in 2024, while compensation actually paid to the CEO tracked value creation; Pay-Versus-Performance disclosures also show Net Income of $688,068 thousand in 2024 and Book Value per Share of $37.46 . Management and the Board use non-GAAP adjusted operating income as a key performance measure and basis for determining senior management awards, reinforcing pay-for-performance alignment . Gupta continues to serve as CEO and principal executive officer per Q3 2025 SOX certifications .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Enact Holdings, Inc. | President & Chief Executive Officer; Director | CEO since Mar 2013; Director since Mar 2013 | Led public-company transition and strategy; previously Board Chair (Jul 2020–Sep 2021) |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Public company boards | None disclosed (Other Public Company Boards: 0) | — | No external public-company board roles disclosed |
Fixed Compensation
Multi-year summary compensation (CEO):
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 920,192 | 925,000 | 985,577 |
| Stock Awards (RSUs/PSUs grant-date FV) | 4,105,680 | 4,205,746 | 5,857,813 |
| Non-Equity Incentive (Annual Incentive) | 2,590,000 | 2,590,000 | 2,800,000 |
| All Other Compensation | 237,354 | 298,838 | 317,333 |
| Total | 7,853,226 | 8,084,993 | 9,960,723 |
Additional details:
- Base salary as of 12/31/2024: $1,000,000; increased 8% year over year .
- Director pay: Gupta receives no additional compensation for board service; director compensation program applies to independent directors only .
Performance Compensation
Annual Incentive outcomes (CEO):
| Year | Target ($) | Actual Payout ($) | Payout as % of Target | Notes |
|---|---|---|---|---|
| 2022 | 1,480,000 | 2,590,000 | 175% | Based on financial and strategic measures; strategic objectives funded 117% overall |
| 2023 | 1,480,000 | 2,590,000 | 175% | Financial and strategic measures |
| 2024 | 1,750,000 | 2,800,000 | ~160% | Financial and strategic measures; committee raised LTI targets and PSU weighting in 2024 |
Long-term incentives and metrics (CEO):
- 2024 grants (approved Feb 16, 2024): RSUs 53,860 ($1,464,453 grant-date FV); PSUs Threshold 80,790 / Target 161,580 / Max 323,160 ($4,393,360 grant-date FV). RSUs vest one-third annually; PSUs cliff-vest based on multi-year performance .
- PSU metric: Book Value per Share Growth over 3-year period. 2022–2024 PSU goals: Threshold 13%, Target 41%, Maximum 47% . 2023–2025 PSU goals: Threshold 13%, Target 33%, Maximum 43% .
- PSU outcomes: 2022–2024 PSUs earned at 200% of target based on above-target BVPS growth; values reflected in 2024 year-end outstanding awards and realized in 2025 after certification .
Grant detail (2024):
| Award | Grant Date | Shares/Target | Grant-Date FV ($) | Vesting |
|---|---|---|---|---|
| RSU | 2/16/2024 | 53,860 | 1,464,453 | 1/3 each on 2/16/2025, 2/16/2026, 2/16/2027 |
| PSU (2024–2026) | 2/16/2024 | Thr 80,790 / Tgt 161,580 / Max 323,160 | 4,393,360 | Earn-out on 12/31/2026 per BVPS growth; vest post-certification |
Compensation design evolution:
- In 2024, the Compensation Committee increased annual LTI target values and raised PSU weighting to 70% of total LTI to reinforce pay-for-performance alignment .
- Management/Board use adjusted operating income as a key performance measure and for determining senior management awards .
Equity Ownership & Alignment
Beneficial ownership (as of March 19, 2025):
- Shares beneficially owned: 402,650; less than 1% of outstanding shares (151,391,312) .
- Equity awards outstanding (12/31/2024):
| Type | Unvested/Unearned Shares (#) | Market Value at $32.38/sh ($) | Vesting/Notes |
|---|---|---|---|
| RSU Tranche A | 35,326 | 1,143,856 | Vests 100% on 2/11/2025 |
| RSU Tranche B | 62,130 | 2,011,769 | 50% vests on 2/9/2025; 50% on 2/9/2026 |
| RSU Tranche C | 55,059 | 1,782,810 | 1/3 vests on 2/16/2025, 2/16/2026, 2/16/2027 |
| PSU 2022–2024 (earned) | 212,002 | 6,864,625 | Earned at 200% for 2022–2024 period; vest post-cert |
| PSU 2023–2025 (performance) | 186,394 (max-reporting) | 6,035,438 | In-flight; values shown at max per rules |
| PSU 2024–2026 (target-reporting) | 165,174 (target-reporting) | 5,348,334 | In-flight; values shown at target per rules |
Ownership policies and alignment safeguards:
- Stock ownership guidelines: CEO required to own ≥5x base salary; all NEOs/directors are in compliance or on track; covered executives have 5 years to comply .
- Anti-hedging/anti-pledging: Executives and directors are prohibited from hedging Enact stock and from holding Enact securities in margin accounts or pledging as collateral .
- Clawbacks: Nasdaq-compliant incentive-compensation recovery policy plus supplemental discretionary clawback for misconduct .
Insider selling pressure indicators (near-term):
- Significant vesting events in 2025 (Feb 11, Feb 9, Feb 16) for RSUs may add supply; 2022–2024 PSUs earned at 200% will settle after certification in 2025, increasing deliverable shares .
Employment Terms
Severance and change-of-control economics (CEO):
| Scenario | Cash Severance | Pro-Rata Annual Incentive | Benefits/Life | Equity Treatment | SERP/Retirement | Total (as of 12/31/2024) |
|---|---|---|---|---|---|---|
| Involuntary Termination (no CoC) | 2x (salary + target bonus) = $5,500,000 | $2,800,000 | $32,985 | RSUs partially accelerate to next vest; PSUs prorated on actual performance | $641,569 | $24,389,787 |
| Qualified Termination post-CoC (double trigger) | 2.5x (salary + target bonus) = $6,875,000 | $2,800,000 (actual pro rata or target) | $49,477 benefits; life insurance $12,079 | RSUs vest; PSUs vest based on pro rata actual or target within 12 months post-CoC | $641,569 | $27,987,589 |
| Death | — | $2,800,000 | Leadership Life/Exec Life programs $3,716,738 combined | RSUs/PSUs vest | $641,569 | $24,767,771 |
| Disability | — | $2,800,000 | Leadership Life $4,325 | RSUs/PSUs vest | $641,569 | $21,055,358 |
Additional terms and protections:
- Non-compete (12 months) and non-solicitation of customers/employees (24 months) required to receive severance; release of claims required .
- CoC plan uses excise tax cutback/best-pay policy (no gross-up) .
- Clawback recovery applies to incentive-based compensation (SEC/Nasdaq compliant), plus supplemental discretionary clawback .
Retirement/Deferred Compensation:
- SERP: Present value $616,436 as of 12/31/2022; accruals frozen; Gupta is the only Enact NEO eligible; change in pension value of $65,409 in 2023 and negative ($40,276) in 2024 per SCT footnote .
- Restoration Plan (deferred comp) available via Genworth framework; eligibility and vesting described; contributions credited above IRS limits .
Board Governance
Board structure and independence:
- Enact qualifies as a “controlled company” under Nasdaq due to Genworth’s majority ownership, yet maintains a majority independent board; Gupta is the only Enact employee-director; Board has an independent Chair (Dominic J. Addesso) .
- Committees: Audit (100% independent), Compensation (majority independent; includes Genworth CEO as non-independent given controlled company exemption), Nominating & Governance, Independent Capital, Risk; each with independent chairpersons .
- Meeting cadence and attendance: Board held 9 meetings in 2024; all directors attended >75% of board/committee meetings; all attended the 2024 annual meeting .
Director compensation (context):
- Independent directors receive $270,000 annual retainer split between cash ($110,000) and DSUs ($160,000); additional retainers for chairs; Gupta receives no director pay .
Say-on-Pay and peer benchmarking:
- 2024 Say-on-Pay approved by over 99% of votes cast; no program changes specifically due to the vote .
- 2024 peer group of 15 financial/insurance peers (including Essent, MGIC, NMI, Radian; Arch; Assured Guaranty; First American; Mr. Cooper; PennyMac; RLI; Stewart; Walker & Dunlap; Axos; Employers; Guild) guides pay decisions .
Performance & Track Record
Pay versus performance and company outcomes:
| Year | PEO SCT Total ($) | PEO Compensation Actually Paid ($) | Average SCT Total Other NEOs ($) | Average Compensation Actually Paid Other NEOs ($) | Enact Cumulative TSR ($100 init.) | Peer Group Cumulative TSR ($100 init.) | Net Income ($000s) | Book Value per Share ($) |
|---|---|---|---|---|---|---|---|---|
| 2021 | 11,006,561 | 14,078,504 | 1,875,884 | 1,988,829 | 106.61 | 98.97 | 546,685 | 24.70 |
| 2022 | 7,853,225 | 9,520,813 | 1,658,390 | 1,838,710 | 132.49 | 90.52 | 704,157 | 29.05 |
| 2023 | 8,084,993 | 13,943,630 | 1,689,010 | 2,307,248 | 166.54 | 133.21 | 665,511 | 33.19 |
| 2024 | 9,960,723 | 19,048,294 | 1,793,074 | 2,939,328 | 190.95 | 154.79 | 688,068 | 37.46 |
Additional alignment indicators:
- Management asserts adjusted operating income is a key performance yardstick and award basis, reinforcing linkage to core operating trends .
Compensation Structure Analysis
- Increased LTI and shift toward PSUs (70% weighting in 2024) indicate higher performance sensitivity and less guaranteed compensation; annual incentives paid above target in 2022–2024 based on financial/strategic outcomes .
- PSUs tied to BVPS growth paid at maximum (200%) for the 2022–2024 cycle, signaling strong capital and profitability compounding during the period .
- No stock options granted to NEOs in 2024; equity mix favors RSUs/PSUs; mitigates option repricing risk .
- Clawback framework exceeds minimum Nasdaq requirements; anti-hedging/anti-pledging reduces misalignment risks .
Risk Indicators & Red Flags
- Controlled company status: Compensation Committee is not fully independent (includes Genworth CEO), but equity awards are approved by full Board; independent Chair and majority independent board partially mitigate governance risk .
- No excise tax gross-ups in CoC; cutback/best-pay approach adopted .
- Anti-hedging/anti-pledging limits risk of misaligned hedging/pledging practices .
- No related-party transactions or legal proceedings disclosed specific to the CEO in the cited sections; Audit Committee oversees related-person transactions .
Equity Ownership & Director Service Details (Board roles, independence, attendance)
- Gupta is CEO and a director; independent Chair (Addesso) separates roles; independent directors meet in executive sessions without management; all directors >75% attendance in 2024 .
- Committee architecture: Audit (fully independent, 4 financial experts), Compensation (majority independent under controlled company exemption), Nominating & Governance, Independent Capital (solely independent, veto power over specified capital actions), Risk (majority independent) .
Investment Implications
- Pay-for-performance alignment appears strong: 70% PSU weighting, BVPS growth-based PSUs with 200% payout for the 2022–2024 cycle, and annual incentives tied to financial/strategic outcomes support incentive alignment with shareholder value creation .
- Near-term supply overhang risk: Multiple RSU tranches vest in early 2025 (Feb 11, Feb 9, Feb 16), and 2022–2024 PSU settlement in 2025 could increase CEO-deliverable shares and potential selling pressure near vest dates .
- Retention risk moderate: Robust severance (2x cash; 2.5x post-CoC) and sizable unvested equity (including in-flight PSUs) create meaningful handcuffs; non-compete/non-solicit covenants add friction to departure .
- Governance considerations: Controlled company status and non-fully independent Compensation Committee warrant monitoring; however, independent Chair, majority independent board, and clawback/anti-hedging/pledging policies are positive counterbalances .
- Shareholder sentiment: 2024 Say-on-Pay approval >99% indicates strong investor support for the current program, lowering near-term activism/say-on-pay risk .