Form 4: Enstar Group Director James D. Carey Acquires Share Units Through Deferred Compensation Plan

Director James D. Carey and Stone Point Capital LLC report acquisition of Enstar Group share units through a deferred compensation plan.

Summary

• James D. Carey, a director of Enstar Group LTD, and Stone Point Capital LLC reported changes in beneficial ownership.
• The transaction involved the acquisition of 105.301 share units on October 1, 2024, at a price of $320.51 per unit.
• These share units are granted under Enstar Group Limited's Deferred Compensation and Ordinary Share Plan for Non-Employee Directors.
• Each share unit is economically equivalent to one ordinary share and will be payable in ordinary shares upon Mr. Carey's termination of service as a director.
• The share units are held by Mr. Carey for the benefit of Stone Point Capital LLC, where he serves as Co-Chief Executive Officer.
• Following the reported transaction, Mr. Carey directly owns 9,705.32 share units.

Sentiment

Score: 7

Explanation: The document reflects a routine transaction related to director compensation, indicating a stable and well-structured governance process. The use of a deferred compensation plan is generally viewed positively as it aligns director interests with long-term shareholder value.

Positives

• The acquisition of share units demonstrates the director's continued investment and alignment with the company's long-term performance.
• The Deferred Compensation Plan incentivizes directors by linking their compensation to the company's share value.

Future Outlook

The share units will be payable in ordinary shares upon Mr. Carey's termination of service as a director of Enstar Group Limited.

Management Comments

• Each Share Unit is granted pursuant to the Enstar Group Limited Deferred Compensation and Ordinary Share Plan for Non-Employee Directors (the 'Plan').
• Pursuant to the Plan, each Share Unit is the economic equivalent of one ordinary share.
• The Share Units become payable in ordinary shares (with any fractional shares paid in cash) upon Mr. Carey's termination of service as a member of the Board of Directors of Enstar Group Limited.
• These Share Units granted to Mr. Carey are held by him solely for the benefit of Stone Point Capital LLC ('Stone Point'), of which Mr. Carey is Co-Chief Executive Officer.
• Mr. Carey and Stone Point may be deemed to share beneficial ownership of these Share Units.
• Mr. Carey disclaims beneficial ownership of these Share Units.
• Share Units granted as a result of the Reporting Person's election, pursuant to the Plan, to defer quarterly cash director fees.

Industry Context

Deferred compensation plans are a common practice in the insurance industry to align the interests of directors with those of shareholders.

Comparison to Industry Standards

• Many insurance companies, such as Berkshire Hathaway and Fairfax Financial, use similar compensation structures to incentivize long-term value creation.
• Director compensation plans often include a mix of cash, equity, and deferred compensation to attract and retain qualified board members.

Related Party Transactions

• The transaction involves Stone Point Capital LLC, where James D. Carey is Co-Chief Executive Officer, indicating a related party relationship.

Stakeholder Impact

• The transaction has a minor positive impact on shareholders by aligning director compensation with company performance.

Key Dates