Mark A. Casale
Essent GroupAbout Mark A. Casale
Founder of Essent Group (2008), Chairman since 2013, and President & CEO; age 60 with a BS in accounting from St. Joseph’s University and an MBA in finance from NYU . Under his leadership, Essent’s 2024 financials were strong: net income $729 million, diluted EPS $6.85, ROAE ~14%, total revenues +12% to ~$1.2 billion, MI insurance-in-force $244 billion, NIW $46 billion, and elevated persistency of 86% . The Board increased the quarterly dividend to $0.31 in March 2025 and approved a new $500 million repurchase authorization through 2026, signaling capital return discipline . Long-term incentives tie to a three-year book value per share CAGR and relative TSR versus the S&P 1500 Financials, aligning pay with shareholder value creation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Essent Group Ltd. | Founder; Chairman; President & CEO | 2008–present (Chairman since 2013) | Built a leading MI and reinsurance franchise (~$240–244B IIF), enabled >2M borrowers to become homeowners; focused on risk-based pricing and AI-driven analytics . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| St. Joseph’s University | Trustee | 2014–2023 | Governance and support for educational initiatives . |
| La Salle College High School | Trustee; Emeritus Trustee | 2017–2023; Emeritus elected 2024 | Education governance; continued advisory presence . |
| Academy of Notre Dame de Namur | Trustee | Current | Ongoing educational board service . |
Fixed Compensation
| Component | 2024 Value | Notes |
|---|---|---|
| Base Salary | $1,000,000 | Set by employment agreement; targeted between 25th–50th percentile peer cash comp . |
| Target Annual Bonus % | 175% of base salary | CEO weighting 100% to corporate goals . |
| Actual Annual Bonus Paid | $2,800,000 (160% of target) | Reflects above-target corporate/strategic performance . |
Performance Compensation
Annual Incentive – 2024 Corporate Goals (CEO weighting 100%)
| Metric | Weighting | Threshold | Target | Maximum | Actual |
|---|---|---|---|---|---|
| Diluted EPS & ROE | 30% | $5.00 EPS at 10% ROE | $6.00 EPS at 12% ROE | $7.00 EPS at 14% ROE | $6.85 EPS at 13.6% ROE |
| Total Revenues | 15% | $1.0B | $1.2B | $1.4B | $1.24B |
| Group Unit Economics (2024 NIW) | 15% | 10% | 13% | 16% | 15.8% |
| Essent Re 3rd-Party Revenue | 15% | $70M | $80M | $90M | $78.1M |
| Strategic Accomplishments | 25% | Committee-determined | Committee-determined | Committee-determined | All completed |
Note: CEO’s 2024 payout was 160% of target reflecting the aggregate outcome of goals .
Long-Term Incentive Awards – 2024 Grants
| Award Type | Shares Granted | Grant Date Fair Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|
| Time-based RS/RSUs | 27,845 | $1,500,010 | Equal annual installments on March 1, 2025, 2026, 2027 | N/A |
| Performance-based RS/RSUs (max issued at 200% target) | 167,069 | $3,648,787 | Earned on 3-year performance; vested March 1, 2027 | Grid combining BVPS CAGR and rTSR vs S&P 1500 Financials (7–12% CAGR and ≤25th/50th/≥75th percentile rTSR levels) |
Dividend equivalents accrue on unvested awards and are delivered only upon vesting .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total Beneficial Ownership | 2,455,694 shares; 2.4% of outstanding . |
| Shares Outstanding Reference | 103,353,027 (as of Mar 7, 2025) . |
| Unvested Performance-based Shares Included in Beneficial Ownership | 614,724 (eligible at max performance) . |
| Unvested Time-based Shares Included in Beneficial Ownership | 82,566 . |
| Shares Acquired on Vesting (2024) | 132,620; value realized $7,104,465 . |
| CEO Stock Ownership Guideline | 6x annual base salary; CEO compliant as of Dec 31, 2024 . |
| Hedging Policy | Prohibited for directors/executives/employees . |
| Clawback Policy | NYSE/SEC-compliant; restatement-triggered recovery . |
| Pledging Disclosure | Not disclosed in proxy (no explicit prohibition found) . |
Employment Terms
| Term | Detail |
|---|---|
| Agreement Structure | Initial term expired Nov 5, 2016; auto-renews annually unless 120 days’ notice of non-renewal . |
| Severance (no-CIC) | 2x base salary + target bonus for CEO; prorated current-year bonus; COBRA-equivalent cash for 24 months; outplacement; accelerated vesting of time-based awards for 24 months post-termination; performance awards continue on a prorated basis based on actual performance . |
| Change-in-Control (CIC) – Time-based Awards | Double trigger: if termination without cause/for good reason post-CIC, time-based awards fully vest . |
| CIC – Performance Awards | If CIC occurs before performance period ends: earned at “target” (150%) and vest immediately if awards not assumed; if assumed, convert to time-based awards of acquirer and vest at earlier of performance period end or qualifying termination . |
| Tax Gross-ups | None for CIC excise tax . |
| Non-compete / Non-solicit | 24 months post-employment for CEO; customary confidentiality; non-interference covenants . |
| Indemnification / D&O Insurance | Fullest extent permitted by Bermuda law; standard D&O coverage . |
Multi-Year CEO Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 1,000,000 | 1,000,000 | 1,000,000 |
| Bonus ($) | 175,000 | 212,500 | — |
| Stock Awards ($) | 4,416,683 | 4,118,728 | 5,148,797 |
| Non-Equity Incentive Plan ($) | 2,887,500 | 2,850,000 | 2,800,000 |
| All Other Compensation ($) | 433,563 | 705,224 | 834,917 |
| Total ($) | 8,912,746 | 8,886,452 | 9,783,714 |
Performance & Track Record
Core Financials (FY)
| Metric ($USD Millions) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues | 966.936* | 1,103.045* | 1,212.952* |
| EBITDA | 1,009.819* | 862.161* | 896.593* |
Values retrieved from S&P Global.*
Additional 2024 highlights:
- Net income $729M; diluted EPS $6.85; ROAE ~14% .
- MI IIF $244B (+2% YoY); NIW $46B; persistency 86%; weighted average note rate 4.9% .
- Net investment income $222M (+19% YoY); investments and cash $6.3B .
- S&P upgraded Essent Guaranty and Essent Re to A-; completed $500M senior notes; increased revolver to $500M (maturity 2029) .
- Capital return: 2024 dividends $0.28/quarter; increased to $0.31 in Mar-2025; repurchased 1.9M shares for $103M; ~$800M returned since 2021 .
Board Governance (Director-Service Snapshot)
- Board: 9 directors; 8 independent; CEO not independent; Lead Independent Director: William Spiegel .
- Dual role: CEO + Chairman; mitigated by lead independent director authority and regular executive sessions (four in 2024) .
- Committees: Audit, Compensation, Nominating & Governance & Corporate Responsibility, Risk, Technology; CEO not a member of committees .
- Board meetings: Four in 2024; nearly 100% attendance .
- Director compensation: CEO receives no additional director pay .
Compensation Committee Analysis
- 2024 members: Allan Levine (Chair), Douglas J. Pauls, William Spiegel; all independent .
- Independent consultant: Korn Ferry; paid ~$89,000 in 2024; annual independence assessment; no conflicts .
- Peer group (2024): Arch Capital, Assured Guaranty, Enact, Fidelity National Financial, First American, MGIC, Mr. Cooper, Old Republic, OneMain, NMI, PennyMac, Radian, RenaissanceRe, Stewart, W.R. Berkley .
- Target positioning: Target cash 25th–50th percentile; annual incentive opportunities at peer median; heavy equity/performance weighting .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay support ~72.5% (below historic levels); outreach to top holders; enhanced disclosure on target-setting and peer context; intent to maintain pay-for-performance framework .
Equity Ownership & Trading Signals
- Large PSU grant (167,069 max shares in 2024) could create vest-related supply around March 1, 2027 if performance is achieved and awards vest; dividend equivalents accrue and pay at vest .
- 2024 vesting volume and realized value: 132,620 shares; $7.1M value realized, indicative of recurring vest events; selling behavior not disclosed in proxy .
- Hedging prohibited; pledging not disclosed; CEO meets 6x salary ownership guideline, aligning incentives .
Employment Terms & Change-of-Control Economics
- Severance multiples: CEO 2x salary+target bonus; health continuation cash 24 months; outplacement; time-based vesting acceleration over 24 months; PSUs prorated by service and earned on actuals .
- CIC treatment: Double trigger for time-based awards; PSUs earn at target (150%) and vest immediately if not assumed; if assumed, convert to time-based of acquirer and vest at performance period end or qualifying termination .
- No excise tax gross-ups; robust clawback; non-compete 24 months .
Investment Implications
- Strong alignment: Heavy performance-based equity (BVPS CAGR + rTSR grid) and 6x salary ownership guideline support shareholder alignment; absence of gross-ups and clawback are governance positives .
- Vesting supply risk: Material PSU tranche vests in 2027 if performance achieved; monitor Form 4 activity and any 10b5-1 plans for potential selling pressure around vest dates .
- Retention: Attractive severance/CIC protections and non-compete reduce near-term departure risk; however 2024 Say-on-Pay at 72.5% signals investor scrutiny on pay outcomes vs. targets and could drive program adjustments impacting future incentives .
- Execution track record: 2024 fundamentals (EPS, ROAE, revenue growth, IIF persistency, capital returns, S&P rating upgrade) support confidence in management execution; continue to track unit economics and credit normalization given default rate uptick .