Roy J. Kasmar
Essent GroupAbout Roy J. Kasmar
Roy J. Kasmar (age 69) is an independent, non-employee director of Essent Group Ltd., serving since 2013, with his current term expiring in 2027. He is President of Kazmar Co. LLC, an advisory firm to the mortgage and mortgage insurance industry, and previously served as President of Radian Group Inc. and Radian Guaranty Inc. (1999–2007) and President & COO of Amerin Guaranty Corporation (1996–1999). He holds a BS in economics and business administration from Drury College and an MBA in finance from Fairleigh Dickinson University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Radian Group Inc. | President | 1999–2007 | Led private mortgage insurer; deep mortgage/MI operating expertise |
| Radian Guaranty Inc. | President | 1999–2007 | Oversaw mortgage insurance subsidiary |
| Amerin Guaranty Corporation | President & COO | 1996–1999 | Senior operator in MI; risk and underwriting management |
| Prudential Home Mortgage | Senior management roles | Not disclosed | Mortgage lending leadership (years not disclosed) |
| First Boston Capital Group | Senior management roles | Not disclosed | Capital markets/mortgage finance (years not disclosed) |
| Chase Home Mortgage | Senior management roles | Not disclosed | Mortgage lending roles (years not disclosed) |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Kazmar Co. LLC | President | Current |
Board Governance
- Committee leadership and service:
- Chairs the Risk Committee, which met three times in 2024; remit includes oversight of enterprise risk management, capital management strategy, and investment policy .
- Member, Technology, Innovation and Operations Committee, which met three times in 2024; remit includes technology alignment, data security/privacy, and technology-related risks .
- Independence and attendance: Essent’s board comprises 9 directors with 8 independent under NYSE standards; board attendance was nearly 100% in 2024, and each incumbent director attended at least 75% of board and committee meetings .
- Lead Independent Director: William Spiegel; executive sessions of non-employee/independent directors held four times in 2024 .
- Engagement: The company held ~130 shareholder meetings in 2024, representing ~79% of shares outstanding, covering credit performance, capital management, and risk practices .
| Committee | Role | 2024 Meetings | Key Responsibilities |
|---|---|---|---|
| Risk Committee | Chair | 3 | Oversight of material risks, ERM program implementation, capital strategy, investment policy |
| Technology, Innovation and Operations Committee | Member | 3 | Technology strategy alignment, data security/privacy, advising senior tech/ops teams |
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | $175,000 |
| Stock Awards ($) (RSUs grant-date fair value) | $150,052 |
| All Other Compensation ($) (Dividend equivalents) | $3,214 |
| Total ($) | $328,266 |
- Director program (2025): Annual cash retainer $150,000; committee chair retainers—Risk $25,000; Audit $30,000; Compensation $25,000; Nominating/Governance/Corporate Responsibility $20,000; Technology, Innovation and Operations $25,000; Lead Independent Director $30,000; annual equity award $150,000 in RSUs vesting on the first anniversary of grant; program unchanged following Korn Ferry review in Feb 2025 (last amended Jan 1, 2024) .
Performance Compensation
| Equity Award | Grant Date | Units | Vesting | Valuation Notes |
|---|---|---|---|---|
| RSUs (annual director grant) | May 1, 2024 | 2,800 | Time-based; vest on first anniversary of grant | Aggregated grant-date fair value computed per ASC 718 ($150,052 per director) |
| Dividend Equivalents on RSUs | Mar 22, Jun 10, Sep 10, Dec 11, 2024 | — | Credited on unvested RSUs; quarterly dividend $0.28/share | Applied to 2,993 RSUs granted May 3, 2023 (Mar 22) and to 2,800 RSUs granted May 1, 2024 (subsequent quarters) |
- No performance metrics tied to director equity grants; director equity delivered as time-based RSUs under the 2013 LTIP .
Other Directorships & Interlocks
| Company | Role | Committee Positions | Notes |
|---|---|---|---|
| None disclosed in proxy | — | — | The board skills matrix shows public company board experience for some directors but not for Kasmar; no other public boards are listed for him . |
Expertise & Qualifications
- Board skills matrix indicates Kasmar brings Accounting & Financial expertise; Financial Services; Corporate Governance & Responsibility; Insurance & Reinsurance; and Compensation experience .
Equity Ownership
| Metric | As of Mar 7, 2025 |
|---|---|
| Beneficially Owned Shares | 30,042 |
| Percent of Shares Outstanding | <1% (based on 103,353,027 shares outstanding) |
| Included RSUs vesting within 60 days | 2,800 units (plus related dividend equivalents) |
| Shares Outstanding (reference) | 103,353,027 |
| Ownership Guidelines Compliance | Directors must hold shares equal to 5x annual cash compensation; all directors met guidelines as of Dec 31, 2024 |
- Holding/hedging: Directors must hold at least 50% of shares issued until guidelines are met; hedging is prohibited by policy; clawback policy adopted consistent with SEC/NYSE rules .
Governance Assessment
-
Strengths
- Deep sector experience: Former president of major private MI companies; skills aligned with ERM oversight as Risk Committee Chair, directly supporting board risk and capital oversight .
- Independence and engagement: Non-employee director, board nearly 100% attendance; independent directors hold regular executive sessions; robust investor engagement program .
- Alignment: Meaningful ownership and required 5x cash retainer stock guideline, with holding requirements; director equity in RSUs fosters alignment (time-based vesting) .
- Sound pay practices: No options; no meeting fees; no excise tax gross-ups; double-trigger CoC for time-vesting awards; clawback policy; independent comp consultant, program positioned at peer median and recently reaffirmed .
-
Potential Risks/Red Flags
- External advisory business: As President of Kazmar Co. LLC, theoretical conflict risk exists if the company engaged in material transactions with entities where he has financial interests; Essent’s related person transaction policy requires Audit Committee approval for transactions >$120,000, and no such related party transactions involving directors were disclosed for 2024 .
- Pledging/hedging: Hedging prohibited; pledging not explicitly discussed in proxy; no pledging disclosed for Kasmar .
- Overboarding: Company indicates no over-boarding; skills matrix shows Kasmar without current public company board interlocks, reducing interlock risk .
Overall, Kasmar’s background and committee leadership align with Essent’s risk-centric governance model, with solid attendance, independence, and equity alignment; no related-party or pay-structure red flags were disclosed in the latest proxy .