Douglas J. Pauls
Essent GroupAbout Douglas J. Pauls
Douglas J. Pauls, age 66, has served on Essent Group Ltd.’s Board since 2013 and his current director term expires in 2026. He is an independent director with over 30 years of finance, accounting, internal controls, and public-company reporting experience, including CFO roles at major financial institutions; he holds a BA in economics from Dickinson College and serves as Chair of Dickinson’s Board of Trustees . The Board identifies Pauls as an “audit committee financial expert” with requisite NYSE financial sophistication .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BankUnited, Inc. | Chief Financial Officer | 2009–2013 | Led finance post-recapitalization; retired in 2013 |
| TD Bank, N.A. (after acquiring Commerce Bancorp) | EVP Finance | 2008–2009 | Finance integration post-acquisition |
| Commerce Bancorp, Inc. | Chief Financial Officer | 2002–2008 | Senior finance leadership pre-acquisition |
| Commerce Bancorp, Inc. | Chief Accounting Officer | 1995–2002 | Built accounting and controls infrastructure |
| Ernst & Young | Senior Manager (Audit) | Early career | Audit leadership in Philadelphia and Pittsburgh |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| BankUnited, Inc. | Director | Current | Public company board service |
| Dickinson College | Board of Trustees Chair | Current | Non-profit governance leadership |
Board Governance
- Committee assignments and chair roles: Audit Committee Chair; member—Compensation Committee; member—Nominating, Governance & Corporate Responsibility Committee; member—Technology, Innovation & Operations Committee .
- Independence: The Board determined all directors other than the CEO (Casale) are independent under NYSE standards; Pauls is independent .
- Attendance and engagement: Board met 4 times in 2024; each incumbent director attended at least 75% of Board and all committee meetings they served; independent directors held four executive sessions in 2024; the company cites “Nearly 100% attendance in 2024” .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Chair | 4 |
| Compensation | Member | 3 |
| Nominating, Governance & Corporate Responsibility | Member | 3 |
| Technology, Innovation & Operations | Member | 3 |
Fixed Compensation
| Year | Cash Retainer ($) | Chair Fees ($) | Total Cash ($) | Equity Award FV ($) | RSUs Granted (#) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2024 | 150,000 | 30,000 (Audit Chair) | 180,000 | 150,052 | 2,800 (granted 5/1/2024) | 3,214 (dividend equivalents) | 333,266 |
Notes:
- The 2025 director program (unchanged from 2024) provides: $150,000 annual cash retainer, chair retainers ($30k Audit; $25k Compensation; $20k Nominating; $25k Technology; $25k Risk), $30k Lead Independent Director retainer, and $150,000 annual equity award in RSUs .
- Director compensation is reviewed by independent consultant Korn Ferry; positioned around peer-group median .
Performance Compensation
Essent provides non-employee directors with time-based RSUs (not performance-conditioned); grants vest on the first anniversary of grant date. Unvested awards accrue dividend equivalents retained until vesting; policy provides for release in cash/shares at fair market value at vest .
| Grant Date | Units | Vesting Terms | Dividend Equivalent Rights (DERs) |
|---|---|---|---|
| May 1, 2024 | 2,800 | RSUs vest on first anniversary of grant date | DERs credited on $0.28/share quarterly dividends on Mar 22, 2024; Jun 10, 2024; Sep 10, 2024; Dec 11, 2024; $3,214 total for non-employee directors’ unvested awards |
Other Directorships & Interlocks
- Current public company board: BankUnited, Inc. (Director) .
- Compensation Committee interlocks: None; the Compensation Committee (Levine, Pauls, Spiegel) had no insider participation or cross-director/officer interlocks with other issuers in 2024 .
Expertise & Qualifications
- Former public-company CFO with deep experience in finance, accounting, internal controls, and SEC reporting, providing oversight strength as Audit Chair .
- Designated “audit committee financial expert” and financially sophisticated under SEC/NYSE rules .
- Insurance and financial services experience aligns with Essent’s mortgage insurance, reinsurance, and title businesses .
Equity Ownership
Stock ownership guidelines require non-employee directors to hold shares equal to 5x annual cash compensation; as of December 31, 2024, all directors met guidelines; hedging is prohibited per insider trading policy .
| Metric | 2020 | 2023 | 2024 | 2025 |
|---|---|---|---|---|
| Beneficial Ownership – Shares | 27,181 | 32,099 | 35,158 | 33,013 |
| Ownership % of Outstanding | <1% | <1% | <1% | <1% |
| Unvested RSUs/Units Included (will vest within ~60 days of record date) | 2,447 (per director award, 2020 program) | 3,018 (legacy units, per note) | 2,993 (legacy units) | 2,800 (2024 grant) |
Voting & Shareholder Support
- 2023 AGM—Director election (Class III): Pauls received 98,737,513 votes For; 1,896,353 Withheld; 1,257,470 Broker Non-Votes, indicating strong shareholder support .
- Advisory say-on-pay (executive compensation) support fell to ~72.5% in 2024; the Board undertook targeted investor engagement and disclosed responses and added context in 2025 proxy .
Related Party Transactions & Conflicts
- Related person transaction policy requires Audit Committee approval for transactions >$120,000 involving directors/executives and their immediate families; the 2025 proxy reports no such related-party transactions in 2024 beyond ordinary compensation arrangements .
- No hedging permitted; clawback policy compliant with SEC/NYSE adopted (applies to incentive-based compensation for executives; equity plan awards subject to clawbacks) .
Governance Assessment
- Strengths: Independent Audit Chair with CFO background; “audit committee financial expert” status; multi-committee service enhances oversight; high Board attendance in 2024; robust ownership guidelines met; no related-party transactions; prohibitions on hedging and NYSE-compliant clawbacks reinforce investor alignment .
- Watchpoints: 2024 say-on-pay approval (~72.5%) indicates shareholder scrutiny of pay governance; while not director-specific, compensation oversight (Pauls is on Compensation Committee) bears continued engagement and transparent target-setting to sustain investor confidence .
- Alignment: Director equity (annual RSUs) and ownership guideline compliance signal skin-in-the-game, though director equity is time-based (no performance linkage), consistent with market practice and balanced by Pauls’ rigorous audit and governance roles .