Form 4: Enstar Group Director James D. Carey Acquires Restricted Share Units and Share Units

Director James D. Carey and Stone Point Capital LLC report acquisition of restricted share units and share units in Enstar Group LTD, with vesting and payment terms tied to director service.

Summary

• James D. Carey, a director of Enstar Group LTD, and Stone Point Capital LLC reported transactions involving restricted share units and share units.
• On April 1, 2024, Carey acquired 407.804 restricted share units, which vest on April 1, 2025, and become payable upon termination of service as a director.
• These restricted share units were granted as a result of Carey's election to defer the annual director retainer.
• Additionally, Carey acquired 110.107 share units on April 1, 2024, granted under the Enstar Group Limited Deferred Compensation and Ordinary Share Plan for Non-Employee Directors.
• These share units become payable upon Carey's termination of service as a director.
• The share units were granted as a result of Carey's election to defer quarterly cash director fees.
• As of the report, Carey directly owns 407.804 restricted share units and 9,493.377 share units.
• Stone Point Capital LLC may be deemed an indirect beneficial owner of these share units.

Sentiment

Score: 6

Explanation: The document is a routine regulatory filing detailing director compensation. It doesn't contain overtly positive or negative information, hence a neutral sentiment score.

Positives

• The acquisition of share units and restricted share units by a director signals confidence in the company's future.

Future Outlook

The restricted share units vest on April 1, 2025, and both the restricted share units and share units become payable upon the Reporting Person's termination of service as a member of the Board of Directors of Enstar Group Limited.

Management Comments

• Mr. Carey disclaims beneficial ownership of these Share Units, except to the extent of his pecuniary interest therein, if any.

Industry Context

Share-based compensation is a common practice for aligning the interests of directors and shareholders in publicly traded companies.

Comparison to Industry Standards

• Director compensation packages often include a mix of cash retainers, equity grants, and other benefits.
• Companies like Berkshire Hathaway and Fairfax Financial Holdings also utilize equity-based compensation for their directors.
• The specific terms of Enstar's deferred compensation plan are consistent with industry practices for retaining and incentivizing board members.

Stakeholder Impact

• The transactions may have a minor positive impact on shareholder sentiment due to the alignment of director and shareholder interests.

Key Dates