April Galda Joyce
Essent GroupAbout April Galda Joyce
April Galda Joyce (age 46) is a Class II director nominee at Essent Group Ltd. with over 25 years of insurance and financial services experience across the U.S., London, and Bermuda, including senior operating and leadership roles in re/insurance; she holds a BS in Management from Case Western Reserve University . She is nominated for election at the May 7, 2025 AGM to serve through the 2028 Annual General Meeting of Shareholders . Essent applies NYSE independence standards and reports that only the CEO is not independent; as a non‑employee nominee, Ms. Joyce’s independence will be determined by the Board upon election under those standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Beat Capital Partners Americas | Chief Executive Officer and Director; established U.S. platform, capacity, and initial MGA relationships | 2021–2023 | Built U.S. operations and distribution for Beat |
| Global Atlantic Financial Group (formerly Goldman Sachs Reinsurance Group) | Managing Director and Chief Culture Officer; Co‑Head of Operations; Co‑CEO of Global Atlantic Re (Bermuda) | 2004–2021 | Senior operating leadership across reinsurance and culture; Bermuda CEO experience |
| Goldman Sachs | Analyst (New York) | 1999 | Early career in financial services |
External Roles
| Organization | Role | Public/Private | Committees/Notes |
|---|---|---|---|
| Symetra Financial Corporation | Director | Private (disclosed as corporation; not identified as public in proxy) | Board service disclosed; committee roles not disclosed |
| Merio Insurance Limited | Director | Not disclosed | Board service disclosed; committee roles not disclosed |
| Mereo Advisors Limited | Director | Not disclosed | Board service disclosed; committee roles not disclosed |
Board Governance
- Committee assignments: Not yet assigned; Ms. Joyce is a new Class II nominee standing for election at the 2025 AGM .
- Independence: Essent applies NYSE independence standards; the Board determined only the CEO is not independent (non‑employee directors are independent under NYSE standards). Independence for nominees is assessed upon election .
- Board structure and leadership: 9 directors; 8 independent; combined Chair/CEO with a designated Lead Independent Director (William Spiegel) .
- Meetings and attendance: Board met 4 times in 2024; each incumbent director attended at least 75% of aggregate Board and committee meetings; independent directors held 4 executive sessions .
- Key committees and 2024 chairs: Audit (Chair: Douglas J. Pauls), Compensation (Chair: Allan Levine), Nominating, Governance & Corporate Responsibility (Chair: William Spiegel), Risk (Chair: Roy J. Kasmar), Technology, Innovation & Operations (Chair: Angela L. Heise) .
Fixed Compensation (Non‑Employee Director Program)
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $150,000 | For non‑employee directors |
| Committee Chair Retainer – Audit | $30,000 | Additional cash for committee chair |
| Committee Chair Retainer – Compensation | $25,000 | Additional cash for committee chair |
| Committee Chair Retainer – Nominating, Governance & Corporate Responsibility | $20,000 | Additional cash for committee chair |
| Committee Chair Retainer – Technology, Innovation & Operations | $25,000 | Additional cash for committee chair |
| Committee Chair Retainer – Risk | $25,000 | Additional cash for committee chair |
| Lead Independent Director Retainer | $30,000 | Additional cash for LID |
Notes
- Annual director equity award: $150,000 in RSUs granted on the AGM date; vests on first anniversary. New directors joining after the grant date receive a prorated award based on join date .
Performance Compensation (Directors)
| Equity Instrument | Grant Value | Vesting | Performance Metrics |
|---|---|---|---|
| Restricted Share Units (RSUs) | $150,000 | Vests one year from AGM grant date | None (time‑based only) |
Other Directorships & Interlocks
- Current external boards: Symetra Financial Corporation; Merio Insurance Limited; Mereo Advisors Limited (no Essent‑disclosed interlocks or related‑party transactions with these entities) .
- Company policy: “No Over‑Boarding” cited among governance best practices (Board monitors overall service load) .
Expertise & Qualifications
- Insurance and reinsurance operating leadership; risk management; executive leadership and management; accounting and financial; financial services (as indicated in Board skills matrix and biography) .
- Education: BS in Management, Case Western Reserve University .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| April Galda Joyce | 0 | <1% | As of March 7, 2025 record date; new nominee |
| Director stock ownership guideline | 5x annual cash compensation | — | Directors must hold at least 50% of vested shares until guideline met |
| Hedging/Pledging | Hedging prohibited; insider trading policy in place | — | No hedging of company shares; policy restricts derivatives and short sales |
Director Compensation (Reference – 2024 Actuals for Continuing Directors)
| Name | Fees Earned ($) | Stock Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| Example (range among incumbents) | $150,000–$200,000 | $150,052 | $3,214 | $303,266–$353,266 |
Notes
- On May 1, 2024, each continuing non‑employee director received 2,800 RSUs; dividend equivalent rights accrued on unvested RSUs alongside quarterly dividends .
Insider Trades
| Item | Status | Notes |
|---|---|---|
| Beneficial ownership at record date | 0 shares | New nominee as of March 7, 2025 |
| Related‑party transactions | None disclosed | No transactions >$120,000 involving directors/nominees in 2024 beyond standard compensation |
Governance Assessment
- Alignment and incentives: Director pay mixes cash ($150k) and equity ($150k) with annual RSUs and robust ownership guidelines (5x cash retainer), plus no‑hedging policy—supportive of shareholder alignment as Ms. Joyce builds a position via grants if elected .
- Independence and oversight: Board counts 8 independent of 9, with a Lead Independent Director and regular executive sessions; only CEO is non‑independent under NYSE standards, indicating strong independent oversight .
- Board effectiveness: Defined committee structures (including Audit, Risk, and Technology committees), annual board evaluations, and active investor engagement (≈130 meetings in 2024) are positive governance signals .
- Pay governance context: 2024 say‑on‑pay approval was 72.5% (below historical support); Compensation Committee engaged major shareholders and enhanced disclosure—constructive but worth monitoring .
RED FLAGS
- None specific to Ms. Joyce identified in the proxy (no attendance issues or related‑party transactions; new nominee with 0 share ownership as of record date, which should improve with annual equity awards and guideline requirements) .
- Company‑level watch item: lower 2024 say‑on‑pay outcome (72.5%) and subsequent engagement/disclosure changes—monitor future votes and responsiveness (not director‑specific) .
Appendix: Company Governance Policies Relevant to Directors
- Stock ownership guidelines: Directors—5x annual cash compensation; hold at least 50% of net shares until met .
- No hedging policy; insider trading policy limits trading windows and prohibits short sales/derivatives .
- Clawback: NYSE‑compliant policy; equity plan subjects awards to clawback in event of financial restatement .
- Board size and independence: 9 directors; 8 independent; Lead Independent Director in place .
- Meeting cadence: 4 Board meetings in 2024; 4 independent executive sessions .
Sources: Essent Group Ltd. DEF 14A filed March 25, 2025 .