Angela L. Heise
Essent GroupAbout Angela L. Heise
Angela L. Heise (age 50) has served on Essent Group Ltd.’s Board since 2018 and is nominated for a new three-year term as a Class II director through the 2028 AGM. She is currently Corporate Vice President, Worldwide Public Sector at Microsoft (since Sep 2022), previously Corporate Vice President for Defense & Intelligence (since Jun 2021), and formerly President of the Civil Group at Leidos (2016–2019) with earlier leadership roles at Lockheed Martin (1997–2016). Heise holds a BS in Computer Science from Southern Illinois University at Edwardsville and brings deep information technology and cybersecurity expertise to Essent’s Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Microsoft | Corporate Vice President, Worldwide Public Sector | Sep 2022–present | Leads global public sector; technology/cyber oversight experience relevant to Essent’s tech risk governance |
| Microsoft | Corporate Vice President, Defense & Intelligence | Jun 2021–Sep 2022 | Defense/intelligence domain expertise; cyber operations context |
| Leidos Holdings | President, Civil Group | 2016–2019 | Responsible for solutions across air traffic, energy/environment, infra/logistics, IT & cybersecurity, transportation security |
| Lockheed Martin | VP – Commercial Markets (latest) and earlier roles | 1997–2016 (VP 2015–2016) | Delivered portfolio of cybersecurity/IT solutions to Global 1000 customers |
External Roles
| Organization | Role | Public Company Board? | Notes |
|---|---|---|---|
| Microsoft | Corporate Vice President | No disclosure of director role | Operating executive; not disclosed as a board director |
| Leidos (past) | Business unit President | No disclosure of director role | Operating executive role |
| Lockheed Martin (past) | Operating executive | No disclosure of director role | Operating executive role |
Board Governance
- Committee assignments and chair roles:
- Chair, Technology, Innovation and Operations Committee; members: Henna Karna, Roy J. Kasmar, Douglas J. Pauls; 3 meetings in 2024 .
- Independence: Essent’s Board has 8 independent directors; only the CEO (Mark Casale) is non-independent under NYSE standards—Heise is independent .
- Attendance and engagement:
- Board met 4 times in 2024; each incumbent director attended at least 75% of aggregate Board and committee meetings; independent directors held four executive sessions in 2024. Overall attendance was nearly 100% in 2024 .
- Lead Independent Director: William Spiegel .
- Risk oversight: Heise’s committee oversees technology, innovation, cyber/data security and operations-related risks, advising senior tech/operations management and ensuring programs support business objectives .
Fixed Compensation
| Component | 2025 Director Program | Details |
|---|---|---|
| Annual cash retainer | $150,000 | Non-employee directors |
| Committee chair fee – Technology, Innovation & Operations | $25,000 | Heise as Chair |
| Annual equity award | $150,000 | RSUs granted at AGM; vest on 1st anniversary |
| Lead Independent Director fee | $30,000 | Not applicable to Heise |
Performance Compensation
- No performance-conditioned director awards disclosed; non-employee director equity is time-based RSUs that vest after one year .
- Company executive LTI metrics (Board-oversight context): three-year BVPS CAGR and relative TSR vs S&P 1500 Financials determine vesting for executive performance shares; grid includes thresholds from 7–12% BVPS CAGR and TSR percentiles (≤25th to ≥75th) with 0–200% vesting .
Director Compensation (2024 Actual)
| Name | Cash Fees ($) | Stock Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| Angela L. Heise | 175,000 | 150,052 | 3,214 | 328,266 |
Notes:
- 2024 director equity grants: 2,800 RSUs granted May 1, 2024 to continuing non-employee directors .
- “All Other Compensation” reflects dividend equivalent rights credited on unvested RSUs in line with quarterly dividends .
Other Directorships & Interlocks
| Area | Disclosure |
|---|---|
| Current public company boards | None disclosed for Heise in Essent’s proxy |
| Compensation Committee interlocks | Compensation Committee members in 2024: Allan Levine (Chair), Douglas J. Pauls, William Spiegel; no interlocks disclosed; Heise not a member |
Expertise & Qualifications
- Information Technology & Cybersecurity: Extensive domain expertise from Microsoft, Leidos, Lockheed Martin .
- Executive leadership and risk management: Senior operating roles in complex, regulated environments .
- Technology risk governance: Chairs Technology, Innovation & Operations Committee overseeing cyber/data security and operational resilience .
Equity Ownership
| Holder | Shares Owned | % of Outstanding | Ownership Guideline | Compliance Status |
|---|---|---|---|---|
| Angela L. Heise | 21,897 | 0.021% (21,897/103,353,027) | Directors must hold ≥5x annual cash compensation | As of Dec 31, 2024 all directors met guidelines |
Additional alignment policies:
- No Hedging Policy for directors and employees .
- Insider Trading Policy applies to directors .
Governance Assessment
-
Strengths
- Technology/cyber leadership aligned with Essent’s data and innovation priorities; Heise chairs the committee responsible for cyber/data security and operational risk oversight .
- Independent director; Board structure includes lead independent director and regular executive sessions to support oversight .
- Director ownership guidelines in place (5x cash comp); directors, including Heise, reported compliant as of year-end 2024, enhancing skin-in-the-game alignment .
- Clear, market-based director pay structure; modest cash retainer plus time-based RSUs—no meeting fees or complex perquisites .
-
Watch items
- Company “Say-on-Pay” approval fell to ~72.5% in 2024 (below historic levels), prompting shareholder engagement and disclosure changes; while executive pay topic, it signals broader investor scrutiny of compensation governance overseen by the Board .
- Related party transactions disclosed involve CEO family employment; Audit Committee reviewed/approved per policy; none involve Heise, but continued monitoring of independence optics is prudent .
RED FLAGS: None identified specific to Heise. No related-party transactions, pledging, hedging, or attendance concerns disclosed for this director .
Appendix: Board/Committee Activity Reference
- Board met 4 times in 2024; each incumbent director attended ≥75%; independent directors held four executive sessions .
- Technology, Innovation & Operations Committee met 3 times in 2024 .
- Governance practices include majority voting, stock ownership guidelines, no hedging, clawback policy (NYSE/SEC compliant), and annual equity grants to non-employee directors .