Aditya Dutt
Essent GroupAbout Aditya Dutt
Aditya Dutt (age 49) has served on Essent Group Ltd.’s Board since 2010; his current term expires in 2027. He is President and Partner at Aeolus Capital Management Ltd. (Bermuda), an ILS-focused reinsurance investment manager, since July 2021, and previously held senior executive roles at RenaissanceRe (SVP, President of RenaissanceRe Underwriting Managers, Executive Committee member) from 2008 to July 2020; earlier he was an Executive Director in Morgan Stanley’s investment banking division (New York/Hong Kong) and worked at Salomon Brothers in corporate finance and fixed income (Hong Kong). He holds a BA in mathematics from Dartmouth College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RenaissanceRe Holdings Ltd. / RenaissanceRe Underwriting Managers, Ltd. | SVP; President of RenaissanceRe Underwriting Managers; Executive Committee member | 2008–Jul 2020 | Led joint ventures, strategic investments, corporate development & M&A . |
| Morgan Stanley (Investment Banking) | Executive Director | Pre-2008 (dates not disclosed) | Executed M&A, divestitures, capital-raising for insurance/reinsurance clients (NY/HK) . |
| Salomon Brothers | Corporate Finance and Fixed Income | Prior to Morgan Stanley (dates not disclosed) | Corporate finance/fixed income experience (Hong Kong) . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Aeolus Capital Management Ltd. (Bermuda) | President & Partner | Jul 2021–present | Reinsurance and insurance-linked securities (ILS) fund manager . |
No other public company board directorships for Mr. Dutt are disclosed in the latest proxy .
Board Governance
- Committee assignments: Audit Committee (member; chair is Douglas J. Pauls) and Risk Committee (member; chair is Roy J. Kasmar) .
- Independence: The Board determined all directors except CEO Mark A. Casale are independent under NYSE standards; Audit Committee members are independent and financially literate .
- Attendance/engagement: Board reported “Nearly 100% attendance in 2024”; committees met Audit (4x), Compensation (3x), Nominating/Governance/Corporate Responsibility (3x), Risk (3x), Technology/Innovation/Operations (3x) .
- Lead Independent Director: Role exists with additional $30,000 annual retainer .
- ESG oversight: Nominating/Governance handles governance/environmental; Compensation oversees social aspects; regular executive sessions of independent directors .
Fixed Compensation
| Component (2024) | Amount ($) |
|---|---|
| Cash retainer | 150,000 |
| Committee chair fees | N/A (not a chair) |
| All other (dividend equivalent rights) | 3,214 |
| Total cash + other | 153,214 |
Director compensation program (2025):
- Annual cash retainer: $150,000; Chair retainers: Audit $30,000; Compensation $25,000; Nominating/Governance $20,000; Technology/Innovation/Operations $25,000; Risk $25,000; Lead Independent Director $30,000 .
- Program reviewed with independent consultant (Korn Ferry); positioned around peer group median; no changes from Jan 1, 2024 program .
Performance Compensation
| Equity Grant Type | Grant Date | Number of RSUs | Grant-Date Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|---|
| RSUs (annual non-employee director grant) | May 1, 2024 | 2,800 | 150,052 | Vests on 1st anniversary of grant (typical structure); 2025 program continues annual $150,000 RSU award | Dividend equivalents credited for quarterly dividends ($0.28/share on Mar 22, Jun 10, Sep 10, Dec 11, 2024) . |
Director equity awards are time-based; no disclosed performance metrics or options for directors .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| None disclosed | — | The proxy does not list any other public boards for Mr. Dutt; Compensation Committee interlocks: committee entirely independent and no interlocks identified (Dutt not a member) . |
Expertise & Qualifications
- Skills matrix indicates Mr. Dutt brings Executive Leadership & Management, Accounting & Financial, Financial Services, Corporate Governance & Responsibility, Insurance & Reinsurance, and Risk Management expertise .
- Board lists him as qualified due to insurance/reinsurance industry experience .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Aditya Dutt | 31,956 | <1% | Includes 2,800 RSUs and related dividend equivalent units vesting within 60 days of Mar 7, 2025; total shares outstanding 103,353,027 . |
Additional alignment policies:
- Stock ownership guideline for non-employee directors: five times annual cash compensation .
- Hedging policy: executives prohibited from hedging Essent shares; directors also subject to Code and governance policies; clawback policy adopted consistent with SEC/NYSE rules .
Governance Assessment
- Board effectiveness: Dutt’s Audit and Risk memberships align with his reinsurance and financial background; Audit Committee reported appropriate pre-approval controls and independence of PwC; Dutt co-signed the Audit Committee report, evidencing active engagement .
- Independence and conflicts: Board affirms Dutt’s independence; Related party transaction policy requires Audit Committee approval for transactions >$120,000; the proxy discloses no related-party transactions involving Dutt (employment relationships disclosed pertain to CEO’s family) .
- Compensation/ownership alignment: Director pay is a balanced cash/equity mix; RSUs with 1-year vesting support alignment. Dutt beneficially owns 31,956 shares (<1%); compliance with five-times-cash guideline not determinable from proxy without share price data .
- Shareholder confidence signals: 2024 say‑on‑pay support dropped to ~72.5%; Board conducted extensive shareholder outreach and added disclosure—positive governance response to investor feedback .
- RED FLAGS: None disclosed for Dutt regarding attendance shortfalls, hedging/pledging, option repricing, or related-party transactions. Potential perception risk exists due to his concurrent leadership at a reinsurance investment manager (Aeolus) while Essent oversees insurance/reinsurance risks; robust related-party policy and independence determination mitigate this risk .