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William Spiegel

Lead Independent Director at Essent GroupEssent Group
Board

About William Spiegel

William Spiegel (age 62) is an independent director of Essent Group Ltd., serving since 2008, and is the Board’s Lead Independent Director. He is currently CEO and a board member of Accredited Insurance Holdings Inc. and previously served as CEO of R&Q Insurance Holdings Ltd., with more than 30 years in insurance and private equity. He holds a BSc in Economics (London School of Economics), an MA in Economics (University of Western Ontario), and an MBA (Chicago Booth).

Past Roles

OrganizationRoleTenureCommittees/Impact
R&Q Insurance Holdings Ltd.Held several roles since January 2020, most recently Chief Executive Officer2020–(prior to current role)Led turnaround/operations; detailed impact not disclosed in proxy
Pine Brook Road Partners, LLCCo‑President and founding partner; member of Investment Committee2006–Jan 2020Led financial services investing
The Cypress GroupInvestment professional (from inception)1994–2006Private equity investing
Lehman BrothersMerchant Banking Group(prior to 1994; date not specified)Private equity/merchant banking

External Roles

OrganizationRoleTenure/StatusNotes
Accredited Insurance Holdings Inc.Chief Executive Officer; Board memberCurrentCompany acquired by affiliates of Onex Partners in June 2024
University of Chicago Polsky Center for Entrepreneurship & InnovationAdvisory Board memberCurrentGovernance/innovation advisory
Private Equity CounselMemberCurrentIndustry body membership
Numerous companies (incl. 8 public entities)Director (historical)HistoricalSpecific names/dates not listed in proxy

Board Governance

  • Roles: Lead Independent Director; Chair, Nominating, Governance & Corporate Responsibility Committee; Member, Compensation Committee .
  • Independence: Board determined all directors except the CEO are independent; Spiegel is independent .
  • Lead Independent Director responsibilities include presiding over sessions without management, serving as liaison to the Chair/CEO, approving Board agendas/schedules, overseeing information flows, and facilitating Board‑management communications .
  • Committee meetings in 2024: Compensation (3); Nominating, Governance & Corporate Responsibility (3). Board met 4 times; independent directors held 4 executive sessions .
  • Attendance: Each incumbent director attended at least 75% of aggregate Board and committee meetings in 2024; company also cites “nearly 100% attendance” overall in 2024 .
  • Compensation Committee interlocks: None; all Compensation Committee members (incl. Spiegel) were independent, and no interlocking service with company executives was reported .
  • Say‑on‑Pay: 2024 approval was ~72.5%; Board conducted investor outreach and enhanced disclosures; Spiegel served on the Compensation Committee that issued the report .

Fixed Compensation

Component2025 Program Terms2024 Actual (Spiegel)
Annual cash retainer (Director)$150,000 $150,000 (part of total fees)
Lead Independent Director retainer$30,000 $30,000 (included in fees)
Committee Chair retainer (Nominating, Governance & Corporate Responsibility)$20,000 $20,000 (included in fees)
Total fees earned (cash)N/A$200,000
Annual equity award (RSUs)$150,000 grant, vests on 1st anniversary; typically granted at AGM $150,052 (2,800 RSUs granted May 1, 2024)
Other compensation (dividend equivalents on unvested RSUs)N/A$3,214
Total director compensationN/A$353,266

Notes:

  • The 2025 program also includes chair retainers for other committees: Audit $30k; Compensation $25k; Technology, Innovation & Operations $25k; Risk $25k .

Performance Compensation

  • Non‑employee director equity is time‑vested RSUs only; there are no performance‑based metrics tied to director compensation . | Equity vehicle | Grant/vesting | Performance metrics | |---|---|---| | RSUs (director annual grant) | Granted at AGM; vests on 1st anniversary | None (time‑based only) |

Other Directorships & Interlocks

CategoryDetail
Current public company directorshipsNone disclosed in proxy for Spiegel
Current other rolesCEO and board member, Accredited Insurance Holdings Inc.
Historical public boardsHas served on boards of eight publicly traded entities (names/dates not listed)
Compensation Committee interlocksNone disclosed; no interlocking service with company executives

Expertise & Qualifications

  • Board skills matrix indicates Spiegel brings: Executive leadership; Accounting & Financial; Financial Services; Corporate Governance & Responsibility; Insurance & Reinsurance; Risk Management; Compensation; Public company board experience .

Equity Ownership

HolderShares Beneficially Owned% of OutstandingNotes
William Spiegel32,687<1%Includes 2,800 RSUs vesting within 60 days of March 7, 2025
Ownership guidelines (Directors)5× annual cash compensationN/AApplies to non‑employee directors
Compliance status (as of 12/31/2024)All directors met guidelinesN/ACompany statement
HedgingProhibited for directorsN/AInsider trading policy bars hedging

Governance Assessment

  • Board leadership and independence: Spiegel serves as Lead Independent Director and chairs the Nominating, Governance & Corporate Responsibility Committee; he is independent under NYSE standards, with formal lead director authorities that enhance independent oversight .
  • Committee work and engagement: Member of the Compensation Committee (3 meetings in 2024) and Chair of Nominating/Governance (3 meetings); Board held 4 meetings and 4 executive sessions, with each incumbent director meeting at least 75% attendance and the company citing near‑full attendance .
  • Pay alignment and skin‑in‑the‑game: Director pay is balanced between cash ($200,000 for Spiegel in 2024) and equity (annual $150,052 RSU grant), with a 5× cash retainer ownership guideline that the company states all directors met as of year‑end 2024; hedging is prohibited .
  • Potential conflicts and related‑party exposure: The company reports no related‑party transactions in 2024 involving directors other than specific CEO family employment matters (none related to Spiegel); related‑person transactions require Audit Committee review .
  • Shareholder signals: 2024 say‑on‑pay approval was ~72.5%; the Compensation Committee (including Spiegel) responded with shareholder engagement and disclosure enhancements; the Committee’s report is signed by Spiegel .