Mary Lourdes Gibbons
Essent GroupAbout Mary Lourdes Gibbons
Mary Lourdes Gibbons, age 63, is Senior Vice President, Chief Legal Officer and Assistant Secretary of Essent Group Ltd., a role she has held since 2008. She has over 25 years of mortgage industry experience, with prior senior legal and compliance roles at Wilmington Finance, ContiMortgage and Advanta Mortgage, and began her career at the U.S. Bankruptcy Court and White and Williams LLP; she holds a BS in marketing (St. Joseph’s University) and a JD (The Delaware Law School) . Company performance in 2024 included net income of $729M, diluted EPS of $6.85, revenues of $1.24B, ROAE ~14%, and book value per share up ~11%, supporting pay-for-performance alignment across Essent’s incentive programs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Wilmington Finance, Inc. | Chief Legal Officer | 2003–2008 | Led legal/compliance through cycle volatility in origination markets |
| U.S. Bankruptcy Court | Legal Professional | Not disclosed | Foundational bankruptcy/court process experience |
| White and Williams LLP | Attorney | Not disclosed | Litigation/advisory grounding for financial services roles |
| ContiMortgage Corp. | Senior mortgage-related roles | Not disclosed | Mortgage servicing/origination legal and risk work |
| Advanta Mortgage Corp. | Senior mortgage-related roles | Not disclosed | Legal/compliance support for consumer finance platforms |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $500,000 | $500,000 | $500,000 |
| Target Bonus (% of Salary) | 100% (per employment agreement) | 100% (per employment agreement) | 100% (per employment agreement) |
| Actual Annual Bonus Paid ($) | $825,000 | $875,000 | $875,000 |
Notes:
- Bonus weighting for Gibbons in 2024 was 50% corporate goals and 50% individual goals .
- The Compensation Committee approved 175% of target for Gibbons’ 2024 annual incentive ($875,000) based on goal achievement .
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Incentive (Corporate) | Diluted EPS & ROE | 30% | $6.00 EPS at 12% ROE | $6.85 EPS at 13.6% ROE | Contributed to above-target payout | Cash in 2025 |
| Annual Incentive (Corporate) | Total Revenue | 15% | $1.2B | $1.24B | Contributed to above-target payout | Cash in 2025 |
| Annual Incentive (Corporate) | Group Unit Economics (2024 NIW) | 15% | 13% | 15.8% | Contributed to above-target payout | Cash in 2025 |
| Annual Incentive (Corporate) | Essent Re 3rd-party revenue | 15% | $80M | $78.1M | Mixed vs target; overall payout remained above target | Cash in 2025 |
| Annual Incentive (Corporate) | Strategic Accomplishments | 25% | Committee-determined | All completed | Contributed to above-target payout | Cash in 2025 |
| Annual Incentive (Individual) | Legal, licensing & title integration, cost controls, facilities | 50% of Gibbons’ bonus | Qualitative milestones | Achieved per committee assessment | Included in 175% of target payout | Cash in 2025 |
| Long-Term Incentive (Time-based) | RS/RSUs (2024 grant) | — | 9,282 shares | N/A | N/A | Vests in equal annual installments on Mar 1, 2025/2026/2027 |
| Long-Term Incentive (Performance-based) | RS/RSUs (2024 grant; issued at 200% of target) | — | Up to 18,564 shares | Earned based on 3-yr BVPS CAGR and relative TSR grid | Earnout varies (0%–200%) | Vests Mar 1, 2027 if earned |
Performance vesting grid (2024 grants): Earnout depends on three-year BVPS CAGR and relative TSR vs S&P 1500 Financial Services Index; for example, 12% BVPS CAGR with TSR ≥75th percentile earns 200%; 7% CAGR with TSR ≤25th earns 0% (straight-line interpolation applies) .
Grant date fair value (2024):
- Time-based RS/RSUs for Gibbons: $500,021
- Performance-based RS/RSUs for Gibbons: $405,438
Shares vested and realized value (2024):
- Shares acquired on vesting: 27,828; value realized $1,490,724 (includes dividend equivalents)
Equity Ownership & Alignment
| Ownership Detail | Value |
|---|---|
| Total beneficial ownership (shares) | 255,023 (less than 1% of outstanding) |
| Unvested time-based RS/RSUs (12/31/2024) | 9,463; market value $515,157 at $54.44/share |
| Unearned performance RS/RSUs (12/31/2024) | 18,926; payout value $1,030,315 at $54.44/share (subject to performance) |
| Ownership guidelines | 2× base salary for senior executives; must hold ≥50% of shares until threshold met |
| Compliance status | As of 12/31/2024, all senior executives met guidelines |
| Hedging/Pledging | Hedging prohibited; clawback policy NYSE/SEC-compliant; no pledging disclosure |
Notes:
- Dividend equivalent rights accrue on unvested awards and vest pro rata with underlying shares; amounts deemed reinvested until vest .
- Essent prohibits hedging of company shares and applies insider trading windows/10b5-1 plans; executives are subject to a clawback policy consistent with SEC/NYSE rules .
Upcoming vesting and potential selling-pressure indicators:
- Time-based installments from 2024 grant vest on Mar 1, 2025, 2026, 2027; performance-vested awards from 2024 cycle vest Mar 1, 2027 if earned . Monitoring Rule 10b5-1 plans and Form 4 filings near these dates is prudent given 2024 vesting activity of 27,828 shares for Gibbons .
Employment Terms
| Term | Provision |
|---|---|
| Employment agreement | Auto-renews annually; initial term expired Nov 5, 2016 |
| Base salary & target bonus | $500,000 salary; target bonus 100% of salary |
| Severance (without cause / good reason) | Cash: 1.5× (salary + target bonus); pro-rated current-year bonus; COBRA cash for 18 months; outplacement; accelerated vesting of time-based awards scheduled within 18 months; performance awards remain outstanding, earned pro rata based on actual performance |
| Non-compete & non-solicit | 18 months post-employment; covers mortgage insurance/reinsurance and related business; non-interference with employees/customers |
| Change-in-control (CIC) | Double-trigger for time-based awards; performance awards earned at target (150%) if CIC prior to performance completion, immediate vest if not assumed; if assumed, convert to time-based awards that vest at original performance period end or upon qualifying termination by acquirer |
| CIC economics (illustrative, 12/31/2024) | Gibbons: change in control with no termination accelerates performance-based awards valued at ~$2.79M; CIC with qualifying termination totals ~$6.02M (cash severance, pro-rated bonus, benefits, and equity accelerations) using $54.44/share assumptions |
| Tax gross-ups | No excise tax gross-ups on CIC payments |
| Pension/Deferred comp | No defined benefit plan; no non-qualified deferred compensation plans |
Compensation Structure Analysis
- Mix shift: For 2024, Gibbons’ compensation included substantial equity (stock awards $905,459) and an above-target cash bonus ($875,000), consistent with Essent’s heavy weighting to performance-based pay .
- LTI design emphasizes BVPS CAGR and relative TSR over three-year windows, aligning incentives with long-term value creation and capital return discipline .
- Say-on-pay signal: 2024 advisory vote approval was ~72.5% (below historical norms), prompting investor engagement and added disclosure around target setting and peer group; the program was maintained with incremental transparency .
Compensation Committee and Peer Benchmarking
- Committee membership (2024): Chair Allan Levine; members Douglas J. Pauls and William Spiegel; all independent; met three times .
- Independent advisor: Korn Ferry; retained directly by the committee; ~$89,000 in 2024 fees; no conflicts identified .
- Peer group underpinning pay decisions (2024): Arch Capital, Assured Guaranty, Enact, FNF, First American, MGIC, Mr. Cooper, Old Republic, OneMain, NMI, PennyMac Financial, Radian, RenaissanceRe, Stewart Information Services, W. R. Berkley .
Equity Award Detail (2024 grants)
| Grant Date | Type | Shares (Max) | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Feb 6, 2024 | Time-based RS/RSUs | 9,282 | 500,021 | 3 equal annual installments on Mar 1, 2025/2026/2027 |
| Feb 6, 2024 | Performance RS/RSUs | 18,564 (200% of target) | 405,438 | Earned on BVPS CAGR/TSR grid; vests Mar 1, 2027 if earned |
Performance & Track Record Highlights (Company context)
| Metric (FY2024) | Value |
|---|---|
| Net Income | $729M |
| Diluted EPS | $6.85 |
| Total Revenues | ~$1.24B (+12% YoY) |
| ROAE | ~14% |
| BVPS Growth | ~11% YoY |
| NIW | $46B; IIF $244B; 12-month persistency 86% |
| Net Investment Income | $222M (+19% YoY) |
Investment Implications
- Alignment: Ownership guidelines compliance (≥2× salary), long-dated performance metrics (BVPS CAGR/relative TSR), no hedging, and robust clawbacks point to strong alignment; no pledging is disclosed, reducing governance risk .
- Retention risk: Employment protections and 18-month non-compete/non-solicit, plus 1.5× severance multiple and prorated performance equity treatment, indicate low near-term retention risk; CIC terms are double-trigger for time-based awards and target-level treatment for performance awards, balancing continuity and shareholder protection .
- Trading signals: Large scheduled vesting events (Mar 1 annually; performance vest Mar 1, 2027 if earned) and 2024 vest activity (27,828 shares) suggest monitoring Form 4 filings and any 10b5-1 plans around vest dates for potential supply dynamics .
- Pay-for-performance calibration: Despite a lower 2024 say-on-pay approval (~72.5%), shareholder feedback led to enhanced disclosure without structural overhaul; continued focus on BVPS and TSR should sustain linkage to value creation if performance persists .
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