Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(a) On September 13, 2021, Jane Chwick confirmed to the Company that she will
resign from the Company's board of directors effective December 31, 2021. Ms.
Chwick serves as the chairperson of the technology, innovation and operations
committee of the board of directors. Ms. Chwick's resignation was to pursue
other opportunities and did not result from any disagreements with management or
the Board.
(b) Effective as of October 8, 2021, Jeff R. Cashmer, Senior Vice President and
Chief Business Officer of Essent Guaranty, Inc. ("Guaranty"), a wholly owned
subsidiary of Essent Group Ltd. (the "Company"), will be leaving Guaranty to
pursue other opportunities and as of such date will no longer serve as an
officer and employee, and will resign as an officer, of Guaranty.
In connection with his employment termination, Guaranty entered into a
separation and release agreement with Mr. Cashmer, dated September 13, 2021 (the
"Separation Agreement"), with respect to the terms of his separation. Pursuant
to the Separation Agreement, Mr. Cashmer will receive certain severance payments
and benefits (including vesting of certain equity awards) consistent with a
termination by Guaranty without "cause" under his employment agreement with
Guaranty, dated as September 26, 2013 and previously filed as Exhibit 10.19 to
the Company's Quarterly Report on Form 10-K filed with the Securities and
Exchange Commission on February 16, 2017 (the "Employment Agreement"). Mr.
Cashmer will remain subject to certain restrictive covenants for eighteen (18)
months following his termination, as contemplated by his Employment Agreement.
The Company intends to file a copy of the Separation Agreement with the
Company's Quarterly Report on Form 10-Q for the quarter ending September 30,
2021 and the foregoing description is qualified in its entirety by reference to
the terms of the Separation Agreement.
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