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 the 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 maximum number of shares and share units available for issuance is 7.5 million under the 2013 Plan. As of December 31, 2022, there were 2.8 million common shares available for future grant under the 2013 Plan.

In February of each year, 2017 through 2020, certain members of senior management were granted nonvested common shares under the 2013 Plan that were subject to time-based and performance-based vesting. The time-based share awards vest in three equal yearly installments commencing on March 1 of the year following the grant year. The performance-based share awards vest based upon our compounded annual book value per share growth percentage during a three-year performance period that commences on January 1 of the grant year and vest on March 1 following the end of the performance period.


	2020 Performance-Based Grants				2019 Performance-Based Grants				2018 Performance-Based Grants				2017 Performance-Based Grants
Performance level	Compounded Annual Book Value Per Share Growth		Nonvested Common Shares Earned		Compounded Annual Book Value Per Share Growth		Nonvested Common Shares Earned		Compounded Annual Book Value Per Share Growth		Nonvested Common Shares Earned		Compounded Annual Book Value Per Share Growth		Nonvested Common Shares Earned
	<13	%	0	%	<14	%	0	%	<15	%	0	%	<16	%	0	%
Threshold	13	%	10	%	14	%	10	%	15	%	25	%	16	%	25	%
	14	%	35	%	15	%	35	%	16	%	50	%	17	%	50	%
	15	%	60	%	16	%	60	%	17	%	75	%	18	%	75	%
	16	%	85	%	17	%	85	%
Maximum	≥17	%	100	%	≥18	%	100	%	≥18	%	100	%	≥19	%	100	%

In the event that the compounded annual book value per share growth 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. The compounded annual book value per share growth for each of the 2017, 2018, 2019 and 2020 performance-based grants exceeded the maximum performance level and have vested or will vest at 100%.

In February 2021, certain members of senior management were granted nonvested common shares under the 2013 Plan that were subject to time-based and performance-based vesting. The time-based share awards granted in February 2021 vest in three equal installments commencing on March 1 of the year following the grant year. The performance-based share awards granted in February 2021 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, 2021 and vest on March 1, 2024. 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	14% "Target"	100	%	150	%	200	%
	12%	75	%	125	%	175	%
	10%	50	%	100	%	150	%
	8%	25	%	75	%	125	%
	6%	0	%	50	%	100	%

In February and May 2022, certain members of senior management were granted nonvested common shares under the 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 commencing on March 1 of the year following the grant year. 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 for the 2022 or 2021 performance-based share awards, the nonvested common shares earned will be determined on a straight-line basis between the respective levels shown.

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 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 and 2020 awards vested or will vest on March 1, 2022 and March 1, 2023, respectively, 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 December 31, 2022, there was $0.4 million of unrecognized compensation expense related to amending these awards and we expect to recognize the expense over a weighted average period of 0.2 years.

In January 2017, time-based share units were issued to all vice president and staff level employees that vested in three equal installments in January 2018, 2019 and 2020. In January 2020, time-based share units were issued to all vice president and staff level employees that vested in three equal installments in January 2021, 2022 and 2023. In connection with our incentive program covering bonus awards for performance years 2016 through 2021, in February following each performance year, time-based share units were issued to certain employees that vest in three equal yearly installments commencing on March 1 of the year following the grant year.


	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	308	14.83		87	46.15		161	42.56		25	40.28
Vested	(139)	45.32		(86)	45.07		(192)	47.53		(14)	41.29
Forfeited	(22)	15.45		(3)	46.91		(80)	48.73		(2)	42.70
Outstanding at end of year	647	$	20.99	138	$	45.94	350	$	45.51	37	$	40.86


	2021
	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	363	$	47.09	153	$	46.34	492	$	46.59	21	$	37.66
Granted	281	15.64		93	43.67		212	46.96		17	44.86
Vested	(113)	45.02		(98)	45.40		(214)	43.74		(9)	38.53
Forfeited	(31)	24.33		(8)	44.94		(29)	48.85		(1)	40.53
Outstanding at end of year	500	$	31.29	140	$	45.31	461	$	47.94	28	$	41.75


	2020
	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	394	$	42.02	169	$	41.31	351	$	39.78	5	$	51.11
Granted	109	51.52		69	51.52		350	48.75		19	$	35.42
Vested	(140)	36.29		(85)	40.47		(192)	37.76		(3)	49.79
Forfeited	—	N/A		—	N/A		(17)	50.04		—	33.86
Outstanding at end of year	363	$	47.09	153	$	46.34	492	$	46.59	21	$	37.66

The total fair value of nonvested shares, share units or DEUs that vested was $18.4 million, $19.5 million and $18.5 million for the years ended December 31, 2022, 2021 and 2020, respectively. As of December 31, 2022, there was $15.7 million of total unrecognized compensation expense related to nonvested shares or share units outstanding at December 31, 2022 and we expect to recognize the expense over a weighted average period of 2.2.

In January 2023, 301,495 nonvested common share units were issued to all vice president and staff level employees and are subject to time-based vesting. In connection with our incentive program covering bonus awards for performance year 2022, in February 2023, 75,581 nonvested common share units were issued to certain employees and are subject to time-based vesting. In February 2023, 394,319 nonvested common shares were granted to certain members of senior management and are subject to time-based and performance-based vesting.

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 133,011, 135,616 and 141,801 in 2022, 2021 and 2020, respectively. The tendered shares were recorded at cost and included in treasury stock. All treasury stock has been cancelled as of December 31, 2022 and 2021.