David C. Benson
Essent GroupAbout David C. Benson
David C. Benson (age 65) is a Class II director nominee at Essent Group Ltd., with over 30 years of mortgage credit, finance, and capital markets leadership, including serving as President of Fannie Mae (Aug 2018–May 2024) and interim CEO (May–Dec 2022). He previously held senior roles including EVP & CFO, EVP—Capital Markets/Securitization/Corporate Strategy, and Treasurer at Fannie Mae; earlier, he worked at Merrill Lynch in risk management, trading, debt syndication, and e-commerce (1988–2002). Education: BS Psychobiology (UCLA), MBA (Stanford), MD (Harvard Medical School). If elected, his term runs through the 2028 AGM; he is a non-employee nominee and would be assessed under NYSE independence standards (the Board currently deems only the CEO not independent).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fannie Mae | President; interim CEO; EVP & CFO; EVP—Capital Markets, Securitization & Corporate Strategy; Treasurer | 2002–2024 (President Aug 2018–May 2024; interim CEO May–Dec 2022) | Oversaw single-family, multifamily, and corporate functions (finance, IT, operations, strategy, HR, communications), deep mortgage credit expertise |
| Merrill Lynch & Co., Inc. | Risk management, trading, debt syndication, e‑commerce | 1988–2002 | Capital markets and risk experience |
External Roles
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Opendoor Technologies, Inc. | Director | Current | E-commerce platform for residential real estate transactions |
Board Governance
- Nomination: Class II director nominee to serve through the 2028 AGM; Board recommends “FOR” his election.
- Independence framework: NYSE standards applied; Board determined only CEO is not independent; Benson is a non-employee nominee and would be evaluated under the same criteria if elected.
- Committee assignments: 2024 committee membership disclosed for incumbents; Benson’s committee roles not yet assigned in the proxy.
- Board activity/attendance: Board met 4 times in 2024; each incumbent director attended ≥75% of Board and committee meetings; nearly 100% attendance reported.
- Lead Independent Director: William Spiegel serves as Lead Independent Director, with authority over agendas, information flow, and executive sessions.
- Executive sessions: Non-employee/independent directors held four meetings in 2024.
- Ownership guidelines: Non-employee directors must hold shares valued at 5x annual cash compensation and retain at least 50% of shares granted until guideline met.
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer (Director) | $150,000 | Non-employee directors |
| Chair fee – Audit | $30,000 | Additional annual cash retainer |
| Chair fee – Compensation | $25,000 | Additional annual cash retainer |
| Chair fee – Nominating/Governance/Corporate Responsibility | $20,000 | Additional annual cash retainer |
| Chair fee – Technology, Innovation & Operations | $25,000 | Additional annual cash retainer |
| Chair fee – Risk | $25,000 | Additional annual cash retainer |
| Lead Independent Director | $30,000 | Additional annual cash retainer |
Notes:
- Director remuneration positioned at peer group median via Korn Ferry; program last amended effective Jan 1, 2024; no changes for 2025.
- Korn Ferry serves as independent compensation consultant.
Performance Compensation
| Equity Award | Grant Value (USD) | Vehicle | Vesting | Timing |
|---|---|---|---|---|
| Annual equity award | $150,000 | RSUs under 2013 LTIP | Vest on 1st anniversary of grant | Granted on AGM date (May 7, 2025); prorating applies only if a director joins after the grant date (not applicable for AGM-elected nominees) |
- Directors are subject to clawback policy consistent with SEC/NYSE rules; equity awards under the plan are subject to clawbacks.
- No options or performance-vesting equity for directors; RSUs time-vest only.
Other Directorships & Interlocks
| External Board | Sector | Potential Interlock Risk | Notes |
|---|---|---|---|
| Opendoor Technologies, Inc. | Residential real estate e-commerce | None disclosed by ESNT | Not a disclosed related-party; monitor industry adjacency and information flow; no ESNT-related transactions reported in proxy. |
Expertise & Qualifications
- Executive leadership across mortgage credit, finance, and capital markets; public company board experience (Opendoor).
- Accounting/financial expertise and risk management background; suitable for finance/risk-focused oversight.
- Education: BS (UCLA), MBA (Stanford), MD (Harvard).
Equity Ownership
| Holder | Beneficial Shares Owned | % Outstanding | Notes |
|---|---|---|---|
| David C. Benson | 0 | * | As of March 7, 2025; directors subject to 5x cash retainer ownership guideline; must hold ≥50% of granted shares until guideline met; no hedging allowed under insider trading policy. |
- Company-wide insider trading policy prohibits hedging; broader governance policies include no hedging, stock ownership guidelines, and NYSE-compliant clawback.
Insider Trades (Section 16)
| Year | Form 4 Activity for Benson | Notes |
|---|---|---|
| 2024 | N/A | Benson was not a director/officer in 2024; company reports general Section 16 compliance with one inadvertent delinquency for CFO Weinstock, not Benson. |
Governance Assessment
- Strategic fit: Benson’s deep mortgage/GSE background and finance/RM expertise align with ESNT’s core MI and reinsurance risk profile; likely to strengthen risk oversight and capital markets dialogue if assigned to Risk/Audit.
- Independence and alignment: Non-employee nominee under NYSE standards; currently owns no ESNT shares but will receive time-vested RSUs and is bound by 5x retainer ownership guideline—monitor progress to guideline compliance post-election.
- Compensation governance context: Board uses Korn Ferry; director program unchanged for 2025, with balanced cash/equity mix; strong governance practices include clawback, no hedging, and regular executive sessions.
- Company-level signals: 2024 say-on-pay support fell to ~72.5%, prompting shareholder engagement and disclosure enhancements—positive responsiveness but indicates heightened investor scrutiny of pay practices.
- Conflicts/related-party exposure: Proxy discloses no related-party transactions for Benson; ESNT’s related-person policy requires Audit Committee approval for transactions >$120k—no Benson-related items reported.
RED FLAGS to monitor: initial zero share ownership until RSUs granted and guidelines met; potential perception risks from prior senior role at Fannie Mae given ESNT’s interactions with GSEs (no conflicts disclosed, but prudent to monitor); elevated investor focus on compensation following lower say-on-pay support.