Henna Karna
Essent GroupAbout Henna Karna
Dr. Henna Karna (age 48) has served as an independent director of Essent Group Ltd. since 2022, with a current term expiring in 2027 . She brings 25+ years leading digital, data and analytics innovation across insurance, risk management and high tech, including roles as Global GM for Insurance/Reinsurance/Risk at Google (2020–2023), EVP & Global Chief Data Officer at AXA XL (2017–2020), and senior data/actuarial leadership at AIG and Verisk . Dr. Karna is a Harvard Fellow focused on AI in the workplace and holds an MBA from MIT, a PhD and master’s degrees from the University of Massachusetts, and a BS in Mathematical Sciences from Worcester Polytechnic Institute; the Board cites her extensive insurance and data analytics expertise as core qualifications .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Google (Alphabet) | Global GM, Industry Solutions (Insurance, Reinsurance & Risk) | 2020–2023 | Led insurance/risk solutions; deep data/AI domain leadership |
| AXA XL (AXA) | EVP & Global Chief Data Officer | 2017–2020 | Enterprise data/analytics leadership for P&C, specialty risk, reinsurance |
| AIG | Managing Director & Global Actuarial CIO | 2015–2016 | Actuarial information strategy |
| Verisk Analytics | Various roles incl. President, Verisk Digital Services | 2009–2015 | Built data/analytics businesses |
| Affinnova; NSA; GTE Government Systems | AI and genetic algorithms | Not disclosed | Advanced AI/algorithms applications |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hamilton Insurance Ltd. (Bermuda) | Director | Current | Specialty insurance/reinsurance board service |
| Harvard University | Harvard Fellow (AI in the workplace) | Current | External fellowship (not a directorship) |
Board Governance
- Independence: The Board determined all directors except the CEO are independent; Dr. Karna is independent under NYSE rules .
- Committee assignments (2024): Member, Technology, Innovation and Operations Committee (TIO) .
- Committee responsibilities aligned to expertise: TIO oversees technology strategy, innovation, cyber and data security/privacy; it met 3 times in 2024 .
- Board activity/attendance: Board met 4 times in 2024; each incumbent director attended at least 75% of combined Board and committee meetings; independent directors held 4 executive sessions .
- Board structure: 9 directors, 8 independent; Lead Independent Director role in place (currently William Spiegel) .
Fixed Compensation (Non‑Employee Director)
| Year | Cash Retainer ($) | Committee/Chair Fees ($) | All Other Comp ($) | Total Cash + Other ($) |
|---|---|---|---|---|
| 2024 (actual) | 150,000 | 0 (not a chair) | 3,214 (dividend equivalents) | 153,214 |
2025 director pay program (in effect; no changes vs 2024):
- Annual cash retainer: $150,000; Chair retainers: Audit $30k, Compensation $25k, Nominating/Governance $20k, Risk $25k, Technology $25k; Lead Independent Director +$30k .
- Annual equity award: $150,000 in RSUs granted at AGM, vesting on first anniversary .
Performance Compensation (Equity)
| Grant Date | Instrument | Shares/Units | Grant-Date Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|---|
| May 1, 2024 | RSUs | 2,800 | 150,052 | Vests on first anniversary of grant | Dividend equivalents accrue on unvested units per award terms |
- Non-employee director equity awards are time-based (no performance conditions); equity awards are subject to the company’s clawback policy and insider trading/hedging prohibitions .
Other Directorships & Interlocks
| Company | Ticker/Type | Role | Interlocks with ESNT (potential conflicts) |
|---|---|---|---|
| Hamilton Insurance Ltd. | Private (Bermuda) | Director | Not disclosed in proxy |
- Compensation Committee interlocks: Company disclosed no interlocks/insider participation; no ESNT executive served on another company’s comp committee with reciprocity in 2024 .
Expertise & Qualifications
- Board skills matrix/biography highlight expertise in information technology and cybersecurity, insurance and reinsurance, risk management, and executive leadership .
- Board assigns TIO committee oversight to align with her technology, data and cyber credentials .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Ownership Guidelines | Compliance Status |
|---|---|---|---|---|
| Henna Karna | 8,155 | <1% | Directors: 5x annual cash compensation; must hold 50% of shares until compliant | As of Dec 31, 2024, all directors (including Karna) met guidelines |
Policy notes: No hedging of company stock; insider trading policy governs windows/Rule 10b5‑1; equity awards subject to clawback per NYSE/SEC rules .
Insider Trades
| Period | Form 4 Transactions Disclosed in Proxy | Section 16(a) Compliance Notes |
|---|---|---|
| FY2024 | Not disclosed by individual; proxy provides ownership snapshot | Company states directors, officers and >10% holders complied with Section 16(a) in 2024; one inadvertent delinquency noted for CFO Weinstock (not a director); no director delinquencies reported |
Governance Assessment
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Positive signals
- Independent director with deep domain expertise in data/AI, cyber and insurance; assignment to TIO committee strengthens board oversight of technology and cyber risk .
- Strong alignment: director pay mix balanced between cash and equity; annual RSUs with 1‑year vest; robust stock ownership guidelines met by all directors; clawback and no‑hedging policies in force .
- Board effectiveness practices: 8/9 independent, Lead Independent Director structure, regular executive sessions, and broad shareholder engagement (≈130 meetings covering ~79% of shares in 2024) .
-
Watchpoints / red flags to monitor
- 2024 say‑on‑pay support fell to ~72.5% (below historical levels); board engaged investors and added disclosure; continued monitoring of shareholder feedback is warranted .
- Related‑party employment relationships disclosed for CEO’s family members (approved under policy); no transactions involving Karna were disclosed .
-
Attendance/engagement baseline
- Board met 4 times; each incumbent director met ≥75% attendance; TIO committee (where Karna serves) met 3 times, supporting ongoing oversight cadence .
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