Stock-Based Compensation

3 Months Ended

Mar. 31, 2022

Share-based Payment Arrangement [Abstract]

In connection with the IPO in 2013, Essent Group's Board of Directors adopted, and Essent Group's shareholders approved, the Essent Group Ltd. 2013 Long-Term Incentive Plan (the "2013 Plan"), which was effective upon completion of the initial public offering. The types of awards available under the 2013 Plan include nonvested shares, nonvested share units, non-qualified share options, incentive stock options, share appreciation rights, and other share-based or cash-based awards. Nonvested shares and nonvested share units granted under the 2013 Plan have rights to dividends, which entitle holders to the same dividend value per share as holders of common shares in the form of dividend equivalent units ("DEUs"). DEUs are subject to the same vesting and other terms and conditions as the corresponding nonvested shares and nonvested share units. DEUs vest when the underlying shares or share units vest and are forfeited if the underlying share or share units forfeit prior to vesting.

The following table summarizes nonvested common share, nonvested common share unit and DEU activity for the three months ended March 31, 2022:


	Time and Performance- Based Share Awards			Time-Based Share Awards			Share Units			DEUs
(Shares in thousands)	Number of Shares	Weighted Average Grant Date Fair Value		Number of Shares	Weighted Average Grant Date Fair Value		Number of Share Units	Weighted Average Grant Date Fair Value		Dividend Equivalent Units	Weighted Average Grant Date Fair Value
Outstanding at beginning of year	500	$	31.29	140	$	45.31	461	$	47.94	28	$	41.75
Granted	241	15.35		76	46.91		93	43.27		6	41.53
Vested	(139)	45.32		(69)	44.86		(154)	47.68		(13)	41.20
Forfeited	—	N/A		—	N/A		(5)	48.64		—	40.76
Outstanding at March 31, 2022	602	$	21.68	147	$	46.35	395	$	46.93	21	$	42.03

In February 2022, certain members of senior management were granted nonvested common shares under the Essent Group Ltd. 2013 Long-Term Incentive Plan ("2013 Plan") that were subject to time-based and performance-based vesting. The time-based share awards granted in February 2022 vest in three equal installments on March 1, 2023, 2024 and 2025. The performance-based share awards granted in February 2022 vest based upon our compounded annual book value per share growth percentage and relative total shareholder return during a three-year performance period that commenced on January 1, 2022 and vest on March 1, 2025. Shares were issued at the maximum 200% of target. The portion of these nonvested performance-based share awards that will be earned is as follows:


		Relative Total Shareholder Return vs. S&P 1500 Financial Services Index
		≤25th percentile		50th percentile "Target"		≥75th percentile
Three-Year Book Value Per Share CAGR	13% "Target"	100	%	150	%	200	%
	11%	75	%	125	%	175	%
	9%	50	%	100	%	150	%
	7%	25	%	75	%	125	%
	5%	0	%	50	%	100	%

In the event that the compounded annual book value per share growth or the relative total shareholder return falls between the performance levels shown above, the nonvested common shares earned will be determined on a straight-line basis between the respective levels shown.

In connection with our incentive program covering bonus awards for performance year 2021, in February 2022, time-based share units were issued to certain employees that vest in three equal installments on March 1, 2023, 2024 and 2025.

Quoted market prices are used for the valuation of common shares granted that do not contain a market condition under ASC 718. The performance-based share awards granted in February 2022 and February 2021 contain a market condition and were valued based on analysis provided by a third-party valuation firm using a risk neutral simulation taking into effect the vesting conditions of the grant.

In February 2021, the performance-based share awards granted in 2019 and 2020 to certain members of senior management were amended to provide that such awards will no longer be subject to the achievement of the compounded annual book value per share growth metrics and will be subject to only service-based vesting. As a result, the unvested shares subject to the amended 2019 awards vested on March 1, 2022 and the amended 2020 awards will vest on March 1, 2023, subject to the continued service requirements and other terms and conditions set forth in the applicable award agreements, without taking into consideration any performance metrics. Total incremental compensation expense related to amending these awards is $4.0 million. As of March 31, 2022, there was $1.2 million of unrecognized compensation expense related to amending these awards and we expect to recognize the expense over a weighted average period of 0.9 years.

The total fair value on the vesting date of nonvested shares, share units or DEUs that vested was $16.3 million and $16.0 million for the three months ended March 31, 2022 and 2021, respectively. As of March 31, 2022, there was $28.3 million of total unrecognized compensation expense related to nonvested shares or share units outstanding at March 31, 2022 and we expect to recognize the expense over a weighted average period of 2.3 years.

Employees have the option to tender shares to Essent Group to pay the minimum employee statutory withholding taxes associated with shares upon vesting. Common shares tendered by employees to pay employee withholding taxes totaled 126,851 in the three months ended March 31, 2022. The tendered shares were recorded at cost and included in treasury stock. All treasury stock has been cancelled as of March 31, 2022.

Compensation expense, net of forfeitures, and related tax effects recognized in connection with nonvested shares was as follows:


	Three Months Ended March 31,
(In thousands)		2022		2021
Compensation expense		$	4,807	$	5,179
Income tax benefit		957		986