Form 4: Enstar Group Director James D. Carey Receives Share Units Under Deferred Compensation Plan

James D. Carey, a director of Enstar Group Ltd, was granted share units under the company's deferred compensation plan, with Stone Point Capital LLC potentially deemed an indirect beneficial owner.

Summary

• On July 1, 2024, James D. Carey, a director of Enstar Group Ltd, received 106.642 share units under the Enstar Group Limited Deferred Compensation and Ordinary Share Plan for Non-Employee Directors.
• These share units are the economic equivalent of 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 is a senior principal.
• Mr. Carey disclaims beneficial ownership of these share units, except to the extent of his pecuniary interest.
• Stone Point Capital LLC may be deemed an indirect beneficial owner of these share units.
• The price of the derivative security is $316.48.
• Following the transaction, Mr. Carey beneficially owns 9,600.019 share units.

Sentiment

Score: 7

Explanation: The document reflects a standard director compensation practice, which is generally viewed neutrally. The grant of share units can be seen as a positive alignment of interests, but it's a routine event.

Positives

• The grant of share units aligns director compensation with the long-term performance of Enstar Group Ltd.
• The deferred compensation plan allows directors to defer cash fees into share units, potentially increasing their stake in the company.

Future Outlook

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

Industry Context

This filing is a routine disclosure related to director compensation practices, which are common in publicly traded companies to align the interests of directors with those of shareholders.

Comparison to Industry Standards

• Deferred compensation plans are a common practice among publicly listed companies, including those in the insurance and reinsurance sectors like Enstar Group.
• Companies such as Berkshire Hathaway and Fairfax Financial also utilize various forms of equity-based compensation for their directors and key employees.
• The specific terms of Enstar's plan, such as the vesting schedule and payout mechanism, would need to be compared against industry benchmarks to assess its competitiveness and alignment with shareholder interests.

Related Party Transactions

• The transaction involves a director, James D. Carey, and Stone Point Capital LLC, where he is a senior principal, potentially creating a related party relationship.

Stakeholder Impact

• Shareholders may view the grant of share units as a positive alignment of director interests with long-term company performance.
• The impact on other stakeholders is likely minimal, as this is a standard compensation practice.

Key Dates