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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of Earliest Event Reported): March 15, 2023
ESSENT GROUP LTD.
(Exact name of registrant as specified in its charter)
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| Bermuda | | 001-36157 | | Not Applicable |
| (State of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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Clarendon House
2 Church Street
Hamilton HM11, Bermuda
(Address of Principal Executive Offices and Zip Code)
(441) 297‑9901
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading
Symbol(s) | | Name of each exchange on which registered |
| Common Shares, $0.015 par value | | ESNT | | New York Stock Exchange |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective March 14, 2023, David B. Weinstock has been promoted to the role of Senior Vice President and Chief Financial Officer of Essent Group Ltd. (the "Company"). Mr. Weinstock has served as the Company’s interim Chief Financial Officer since June 28, 2022 and as its Vice President and Chief Accounting Officer since 2009. Mr. Weinstock will continue to serve as the Company’s principal accounting officer.
Mr. Weinstock, 58, has over 25 years of experience in the areas of finance, accounting and controls. Between 1998 and 2009, Mr. Weinstock held a series of senior management positions at Advanta Corp., including serving as its chief accounting officer and vice president of investor relations. Prior to joining Advanta, Mr. Weinstock was a senior manager at Arthur Andersen LLP. Mr. Weinstock holds a BS in accounting from The Pennsylvania State University and is a certified public accountant.
In connection with his promotion to the role of Senior Vice President, Chief Financial Officer, the Company entered into an offer letter with Mr. Weinstock (the “Offer Letter”) setting forth the terms of his employment and compensation. Effective March 14, 2023, Mr. Weinstock will receive an annual base salary of $375,000, and will also be entitled to an annual incentive annual cash incentive opportunity under the Company’s annual leadership bonus program with a target value of 100% of his annual base salary, with the actual award based on achievement of a combination of corporate and individual goals as determined by the compensation committee of the board of directors of the Company. In addition, commencing in 2023, Mr. Weinstock will participate in the Company’s long-term equity incentive program for its senior executives with a target annual equity award equal to 100% of his annual base salary, 50% of which being subject to performance- and time-based vesting and 50% of which being subject to time-based vesting.
In connection with his promotion, Mr. Weinstock was also granted an award of 25,000 restricted shares units which will vest in three equal installments on each of April 1, 2026, April 1, 2027 and April 1, 2028, subject to Mr. Weinstock continuous employment through each such vesting date.
The foregoing description of Mr. Weinstock’s compensation arrangements is qualified in its entirety by reference to the Offer Letter, which is attached as Exhibit 10.1 to this report.
There are no reportable family relationships between Mr. Weinstock and any of the Company's officers or directors, nor are there any reportable related party transactions under Item 5.02 of Form 8-K. A copy of the press release announcing Mr. Weinstock’s promotion is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits
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Exhibit
No. | | Description | |
| | Offer letter dated March 14, 2023. |
| | Press release issued by Essent Group Ltd. on March 15, 2023. | |
| 104 | | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 15, 2023
ESSENT GROUP LTD.
By: /s/ David B. Weinstock
Name: David B. Weinstock
Title: Senior Vice President and Chief Financial Officer
Exhibit 10.1
March 13, 2023
David B. Weinstock
[ADDRESS OMITTED]
Re: Promotion to Position of Senior Vice President, Chief Financial Officer
Dear Dave:
Congratulations! On behalf of Essent US Holdings, Inc. (“Essent” or the “Company”) I am pleased to confirm your promotion to the position of Senior Vice President, Chief Financial Officer reporting to me. You shall also serve as the principal accounting officer. This CFO role will be based in Radnor, Pennsylvania and the effective date of your promotion is March 14, 2023. Below please find the terms of your new role, including an overview of your compensation package. It is important to us that your involvement makes a tangible and measurable contribution to the success of the Company.
Compensation.
Base Salary. You will be compensated on a semi-monthly basis in the amount equal to $375,000 per annum, subject to tax and other required withholdings.
Annual Bonus. In addition to the Base Salary, you will be eligible to participate in the annual bonus program (“Annual Bonus”) in an amount targeted to be 100% of your Base Salary with respect to services performed during any calendar year. The payment of any Annual Bonus is contingent upon the achievement of individual goals and Company objectives. Any compensation-related benefits, such as Annual Bonuses, will be prorated and calculated as of the first day of the month in which this promotion is effective. Eligibility is not a guarantee of the receipt of any Annual Bonus; the actual Annual Bonus, if any, may be less than, greater than or equal to the target bonus percentage, dependent upon the achievement of performance goal(s) and the exercise of discretion by Essent’s Board of Directors. The Annual Bonus program may be amended from time to time. The Annual Bonus will be paid 100% in cash (single lump sum). The Annual Bonus, if any, payable to you for any calendar year will be paid on or after January 1st and on or before March 15th of the calendar year immediately following the calendar year in which the Annual Bonus is earned.
Long Term Equity. You will be eligible to participate in the applicable Company Long Term Incentive Plan (LTIP), with an annual target opportunity of 100% of your Base Salary. The terms and conditions (e.g., performance measures, vesting schedules, allocation between different forms of equity) of long-term incentive awards shall be substantially similar to the terms and conditions of the long-term equity incentive awards granted to other Senior Vice Presidents of the Company, as determined by the CEO and the Company Compensation Committee from time to time (the “LTIP Awards”). The terms and conditions of the grant of LTIP Awards to you under the applicable Company’s Long Term Incentive Plan shall be set forth in the award agreement relating to the grant of such LTIP Awards.
Equity Award. Within 90 days of your date of promotion, you will be granted an award of 25,000 restricted common units of Essent Group Ltd. pursuant to an award agreement under the Company’s Long Term Incentive Plan. The shares, subject to the award, will time-based vest in equal amounts over 3 years commencing in 2026, 2027 and 2028, the third, fourth and fifth anniversaries of the first day of the calendar quarter immediately following your date of promotion. This award will be subject to the terms of an award agreement and the Plan.
At Will Employee. Your employment will be “at-will.” You will be free to resign at any time for any reason or for no reason. Similarly, the Company is free to conclude its at–will employment relationship with you at any time with or without cause.
Section 409A Compliance. This letter is intended to meet the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and any related regulations or other guidance promulgated thereunder, and will be interpreted and construed consistent with that intent.
Dave, congratulations on your promotion. I wish you much success in your new position.
Regards,
/s/ Mark A. Casale
Mark A. Casale
CEO
Agreed and Acknowledged
/s/ David B. Weinstock 3/13/23
David B. Weinstock Date
Exhibit 99.1
Essent Group Ltd. Announces the Promotion of David B. Weinstock to Chief Financial Officer
Essent Appoints Chief Financial Officer
HAMILTON, Bermuda, March 15, 2023 – Essent Group Ltd. (NYSE: ESNT), a leading provider of mortgage insurance and reinsurance, announced today the promotion of David B. Weinstock to the role of Senior Vice President, Chief Financial Officer of Essent Group Ltd. Weinstock has served as interim Chief Financial Officer since June 28, 2022, and as Vice President and Chief Accounting Officer since 2009.
“Dave brings a deep understanding of our business and the mortgage insurance industry,” said Mark Casale, Chairman and Chief Executive Officer. “I look forward to his leadership as Chief Financial Officer and continued support of our business and long-term growth of the Essent franchise.”
Weinstock brings more than 25 years of experience in the areas of finance, accounting, and controls. Prior to joining Essent, he held a series of senior management positions at Advanta Corp. and was also a senior manager at Arthur Andersen LLP. Weinstock holds a BS in accounting from The Pennsylvania State University and is a certified public accountant.
“I am excited about the Chief Financial Officer role and partnering with Essent’s senior team in support of Mark and our business,” said Weinstock. “I also look forward to leading our finance team as Essent continues to grow the franchise.”
About the Company:
Essent Group Ltd. (NYSE: ESNT) is a Bermuda-based holding company (collectively with its subsidiaries, “Essent”) which, through its wholly owned subsidiary, Essent Guaranty, Inc., offers private mortgage insurance for single-family mortgage loans in the United States. Essent provides private capital to mitigate mortgage credit risk, allowing lenders to make additional mortgage financing available to prospective homeowners. Headquartered in Radnor, Pennsylvania, Essent Guaranty, Inc. is licensed to write mortgage insurance in all 50 states and the District of Columbia, and is approved by Fannie Mae and Freddie Mac. Essent also offers mortgage-related insurance, reinsurance and advisory services through its Bermuda-based subsidiary, Essent Reinsurance Ltd. Essent is committed to supporting environmental, social and governance (“ESG”) initiatives that are relevant to the company and align with the companywide dedication to responsible corporate citizenship that positively impacts the community and people served. Additional information regarding Essent may be found at www.essentgroup.com and www.essent.us.
Source: Essent Group Ltd.
