8-K
Essent Group Ltd. (ESNT)
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): December 6, 2021
ESSENT GROUP LTD.
(Exact name of registrant as specified in its charter)
| Bermuda | 001-36157 | Not Applicable |
|---|---|---|
| (State of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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:
| ☐ | 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:
| Title of each class | Trading<br>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 January 1, 2022, Christopher G. Curran has been promoted to the role of President of Essent Guaranty, Inc. (“Guaranty”), a wholly owned subsidiary of Essent Group Ltd. (together with its subsidiaries, the "Company"). In this role, Mr. Curran will oversee the business development, information technology, operations, public policy and risk functions of Guaranty, a nationwide provider of private mortgage insurance for single-family mortgage loans.
Mr. Curran, age 56, has served as the Company’s Senior Vice President of Corporate Development since 2011, managing the Company’s corporate development and investor relations functions. Mr. Curran has more than 25 years of mortgage insurance, mortgage banking and financial services experience in the areas of operations, financial management, pricing, capital markets, investor relations and corporate development. Prior to joining Essent, Mr. Curran served as senior vice president of pricing and operations for another mortgage insurer and held leadership positions with JP Morgan Chase and Advanta. He began his career as a certified public accountant with Arthur Andersen LLP, specializing in financial services and securitization. Mr. Curran holds a BS in accounting from LaSalle University.
Mr. Curran’s annual base salary will increase from $500,000 to $650,000 effective January 1, 2022.
Mark A. Casale will continue to serve as Chairman of the Board of Directors, Chief Executive Officer and President of Essent Group Ltd., as well as Chairman of the Board and Chief Executive Officer of Guaranty, upon Mr. Curran’s promotion to President of Guaranty.
There are no reportable family relationships between Mr. Curran 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. Curran’s appointment is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits
| (d) | Exhibits | | --- | --- || Exhibit<br> No. | Description | | --- | --- | | 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | | 99.1 | Press Release issued by Essent Group Ltd. on December 6, 2021. |
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: December 6, 2021
ESSENT GROUP LTD.
By: /s/ Lawrence E. McAlee
Name: Lawrence E. McAlee
Title: Senior Vice President and Chief Financial Officer
Document
Exhibit 99.1
Press Release
December 6, 2021
Essent Announces the Promotion of Christopher G. Curran to President of Essent Guaranty, Inc.
Essent Appoints New President of MI Operating Company
HAMILTON, Bermuda, December 6, 2021 – Essent Group Ltd. (NYSE: ESNT) announced today the promotion of Christopher G. Curran to the role of President of Essent Guaranty, Inc., a nationwide provider of mortgage insurance (MI) and subsidiary of Essent Group Ltd. As President, Curran will have responsibility for the overall operations of the MI company including, business development, IT, operations, public policy and risk and report directly to Mark A. Casale who will continue to serve as Chairman of the Board of Directors and Chief Executive Officer of Essent Group Ltd. and its subsidiaries.
“Chris’s deep knowledge of our industry and business along with his broad operations and financial background in the mortgage space enables a seamless transition in leadership of our MI business as I increase my focus on growing the value of our franchise and pursuing opportunities to continue delivering shareholder value.” said Mark A. Casale, Chairman and Chief Executive Officer. “For over 10 years, Chris has played a significant leadership role in executing key initiatives across the Essent franchise. While I will continue to set strategy for Essent, Chris will oversee delivery on business priorities including the continued evolution of EssentEDGE®.”
Curran has served as Senior Vice President since 2011, managing the Company’s corporate development and investor relations functions. He brings more than 25 years of mortgage insurance, mortgage banking and financial services experience. His promotion is effective January 1, 2022.
“I am excited to take on the new role of President of Essent Guaranty and lead our MI team to deliver best-in-class service to our customers and expand the utility of our EssentEDGE technology,” said Curran. “I look forward to partnering with Mark to execute strategies within the MI business and support his future vision for the Essent franchise.”
About Essent:
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. Additional information regarding Essent may be found at www.essentgroup.com and www.essent.us.
Source: Essent Group Ltd.