DEF 14A
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________ 
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.    )
 _____________________________________ 
                            
 
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Soliciting Material Pursuant to §240.14a-12
ENSTAR GROUP LIMITED
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 
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DEAR FELLOW SHAREHOLDER:
On behalf of the Enstar Group Limited Board of Directors, I am pleased to invite you to attend Enstar Group Limited’s 2016 Annual General Meeting of Shareholders on Tuesday, June 14, 2016 at 9:00 a.m. Atlantic time.
This year, the meeting will again be held at our Company headquarters at Windsor Place, 3rd Floor, 22 Queen Street, Hamilton, Bermuda. You can contact us at +1 (441) 292-3645 for directions. A notice of the annual general meeting and the proxy statement follow. We have also included our 2015 Annual Report on Form 10-K for your information.
We are proud to have achieved our highest net earnings ever in 2015, which also marked our fourth successive year of net earnings growth. Our track record of profitability has continued, and we've continued to grow by way of acquisitions, completing six noteworthy transactions in 2015.
In 2015 we also grew and enhanced our Board of Directors. We added five new independent directors, with diverse yet complementary skills sets that will serve our growing company well. These skills include insurance regulatory experience, active underwriting expertise, risk management knowledge, compensation committee experience, and accounting expertise. Our new directors have also added geographic diversity to the Board in terms of country of residence and citizenship, giving us the well-rounded perspective we need to guide Enstar's global operations.
We're also more attuned than ever to the voice of our shareholders. Following last year's meeting, we undertook a full review of executive compensation, including the launch of our first ever shareholder engagement program where we set out to better understand your expectations. While our shareholders have always had strong representation in the Board room, taking the time to speak to our large holders and proxy advisory firms about our executive compensation and corporate governance programs proved invaluable. We have already made several changes in response to the feedback we received, and are continuing to evaluate further opportunities for improvements.
At this year's meeting we have proposed the 2016 Equity Incentive Plan for your approval. The adoption of this new plan is essential to our continued success, so that we can use long-term incentive awards to motivate, retain, and recruit the talented individuals across our organization who are critical to our future growth and profitability.
Overall, Enstar entered 2016 in a stronger position than ever before, with a more diverse earnings base, more potential opportunity through our strategic alliances, and more rigorous and independent oversight.
With this in mind, I ask for your support in approving the matters proposed in this proxy statement. Your vote is very important, so please vote as soon as possible using the internet, telephone, or, if you received a proxy/voting instruction card, by marking, dating, and signing it, and returning it by mail.
I look forward to seeing you at the 2016 Annual General Meeting. As always, thank you for your continued support of Enstar.

Sincerely,
Robert J. Campbell
Chairman of the Board



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ENSTAR GROUP LIMITED
NOTICE OF 2016 ANNUAL GENERAL MEETING OF SHAREHOLDERS
June 14, 2016
To the shareholders of Enstar Group Limited:
Notice is hereby given that the 2016 Annual General Meeting of Shareholders of Enstar Group Limited (the "Company") will be held at the following location and for the following purposes:
When:
Tuesday, June 14, 2016 at 9:00 a.m. Atlantic time
Where:
Windsor Place, 3rd Floor
22 Queen Street
Hamilton, Bermuda HM11
Items of Business:
1.
To elect three Class I Directors nominated by our Board of Directors to hold office until 2019.
 
2.
To hold an advisory vote to approve executive compensation.
 
3.
To ratify the appointment of KPMG Audit Limited as our independent registered public accounting firm for 2016 and to authorize the Board of Directors, acting through the Audit Committee, to approve the fees for the independent registered public accounting firm.
 
4.
To approve the Enstar Group Limited 2016 Equity Incentive Plan.
 
5.
To act on the election of directors for our subsidiaries.
Who Can Vote:
Only holders of record of our voting ordinary shares at the close of business on April 18, 2016 are entitled to notice of and to vote at the meeting.
You are cordially invited to attend the Annual General Meeting in person. To ensure that your vote is counted at the meeting, however, please vote as promptly as possible. Submitting your proxy now will not prevent you from voting your shares at the meeting if you desire to do so, as your vote by proxy is revocable at your option in the manner described in the proxy statement.

By Order of the Board of Directors,
Audrey B. Taranto
Corporate Secretary
Hamilton, Bermuda
April 29, 2016
IMPORTANT NOTICE REGARDING THE AVAILABILITY
OF PROXY MATERIALS FOR THE ANNUAL GENERAL MEETING
OF SHAREHOLDERS TO BE HELD ON JUNE 14, 2016
This notice of meeting, the proxy statement, the proxy card and the annual report to shareholders
for the year ended December 31, 2015 are available at http://www.enstargroup.com/annual-proxy.cfm.




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Enstar Group Limited
 
 2016 Proxy Statement

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PROXY STATEMENT SUMMARY
To assist you in reviewing our proxy statement, we have summarized several key topics below. The following description is only a summary and does not contain all of the information that you should consider before voting. For more complete information, you should carefully review the rest of our proxy statement, as well as our Annual Report to Shareholders for the year ended December 31, 2015.
Annual General Meeting of Shareholders Information
Date and Time
June 14, 2016
9:00 a.m., Atlantic time
Place
Enstar Group Limited’s Corporate Headquarters
Windsor Place, 3rd Floor, 22 Queen Street, Hamilton, Bermuda
Record Date
April 18, 2016
Voting
Your vote is very important and we urge you to vote as soon
as possible. See Question and Answer No. 10 on
Page 3 for voting instructions.
Voting Matters
Proposal
Board of Directors’ Vote
Recommendation
Page References
1.   Election of Directors:
Robert J. Campbell
Paul J. O'Shea
Sumit Rajpal
FOR the Director Nominees
Page 6 (Nominee Biographies)
Page 55 (Proposal No. 1)
2.   Advisory Approval of Enstar’s Executive Compensation
FOR
Page 30 (Compensation Discussion and Analysis)
Page 44 (Summary Compensation Table)
Page 56 (Proposal No. 2)
3.   Ratification of KPMG Audit Limited as the Independent Registered Public Accounting Firm for 2016
FOR
Page 57 (Proposal No. 3)
Page 57 (Audit and Non-Audit Fees Table)
4.   Approval of 2016 Equity Incentive Plan
FOR
Page 58 (Proposal No. 4)
5.   Acting on Election of Directors for our Subsidiaries
FOR each Subsidiary Director Nominee
Page 64 (Proposal No. 5)
Appendix B (Subsidiary Director Nominee Biographies)
Board Composition
The following describes our current Board composition and current committee assignments of each of our directors.
Director
Age
Director Since
Primary Occupation
Independent
Board Committee Membership*
Other Current Public Boards
Robert J. Campbell
(Chairman)
67
2007
Partner, Beck Mack and Oliver
þ
AC, CC, NGC, URC, IC
2
Dominic F. Silvester
55
2001
CEO, Enstar Group Limited
 
URC
0
B. Frederick Becker
69
2015
Chairman, Clarity Group, Inc.
þ
AC, CC, NGC
0
Sandra L. Boss
49
2015
Bank of England independent director; former McKinsey partner
þ
CC, NGC
0
James D. Carey
49
2013
Senior Principal, Stone Point Capital
 
URC, IC
0
Hans-Peter Gerhardt
60
2015
CEO, Asia Capital Re
þ
 
0
Hitesh R. Patel
55
2015
Former CEO, Lucida plc; former KPMG Partner
þ
AC, NGC
0
Paul J. O’Shea
58
2001
EVP and Joint COO, Enstar Group Limited
 
URC
0
Sumit Rajpal
40
2011
Managing Director, Goldman Sachs & Co.
þ
IC
2
Poul A. Winslow
50
2015
Managing Director, CPPIB
þ
CC, IC
0
*Committee Legend: AC - Audit CC - Compensation NGC - Nominating and Governance URC - Underwriting and Risk IC - Investment



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Board Statistics
Added 5 new independent directors in 2015
4:6 ratio of US vs. Internationally Residing Directors
Average Board Tenure: 4.8 years (Median 1.7 years)
Average and Median Board Age: 55
Corporate Governance
Enstar is committed to sound governance, and we employ a number of practices that the Board believes are in the best interests of the Company and our shareholders. Highlights of these practices are listed below.
An independent director serves as Chairman of the Board
Maintain separate roles for the Chairman and the CEO
Majority of independent directors, entirely independent Audit, Compensation, and Nominating and Governance Committees
No "over-boarding" - none of our current directors serve on the Board of more than two other publicly traded companies
Recently expanded board to include additional independent directors
Shareholder engagement program to solicit feedback on governance and compensation programs
Majority voting standard in uncontested elections of directors
Annual shareholder advisory vote on executive officer compensation
No super-majority voting requirements other than as required by Bermuda law
Compensation Committee engages an independent compensation consultant
No shareholder rights plan ("poison pill")
Adopted a Clawback Policy
Perform annual risk assessment of compensation programs
Robust code of conduct that requires all employees and directors to adhere to high ethical standards
No tax gross-ups on change of control
Regular executive sessions of independent directors
Board and Committee oversight of Enterprise Risk Management programs and processes
Created new board level Underwriting and Risk Committee to enhance oversight in these areas
Annual Board and Committee performance evaluations are conducted
Equity incentive plan prohibits re-pricing of underwater stock options and SARs
Anti-hedging policy in place (applicable to directors and all employees)
Executive officer contractual change in control payments are "double trigger"
Equity Plan Snapshot
Our 2006 Equity Plan is expiring, and we are asking shareholders to approve a new, modernized equity plan described in "Proposal No. 4." Highlights of the proposed plan include:
What the Plan DOES
What the Plan DOES NOT DO
ü
Performance-based awards vest on a pro-rata basis upon a Change in Control
û
No liberal share recycling
ü
Requires 12-month minimum vesting period for options/SARs (with 5% carve out pool)
û
No evergreen renewal provision
ü
Applies annual award limits for employees and directors
û
No granting of reload options
ü
Awards under plan are subject to our Clawback Policy
û
No excise tax gross-up provision
ü
Requests pool consisting solely of the shares remaining under the expiring 2006 Equity Plan previously approved by shareholders
û
No liberal Change in Control definition
ü
Shareholder approval is required to issue additional shares
û
No single-trigger acceleration of awards upon a Change in Control if acquirer assumes the award or substitutes a new award
ü
All stock options and SARs must have an exercise price or base price equal to or greater than the fair market value of the underlying shares on the grant date
û
No repricing or cash buy-out of underwater options and SARs without shareholder approval

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Business Highlights
Enstar is a multi-faceted insurance group that offers innovative capital release solutions and specialty underwriting capabilities through its network of group companies in Bermuda, the United States, the United Kingdom, Continental Europe, Australia, and other international locations. In 2015, we had another strong year. Select highlights included:


Increased book value per share:
We increased fully diluted book value per share 8.7% from $119.22 in 2014 to $129.65 in 2015.
Since publicly listing in 2006, our book value per share has increased by a 17% compound annual growth rate.








Significant growth through transactions: 
We completed six major run-off transactions in 2015. We acquired $2.3 billion of insurance reserves through new transactions during 2015.
Total assets as of December 31, 2015 increased 19.1% to $11.8 billion, from $9.9 billion in 2014—an increase of 79% since 2011.








Increased net earnings to an all-time high:
We increased net earnings from $213.7 million in 2014 to $220.3 million in 2015.
Our non-life run-off segment earnings remained solid (contributing $173.2 million to net earnings in 2015), with life and annuities contributing $16.9 million.
We have turned StarStone (formerly Torus) into a profit-making business (contributing $13.7 million to net earnings in 2015).
Atrium's performance continues to be excellent, despite challenging market conditions (contributing $16.6 million to net earnings in 2015).
 
 
 


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Executive Compensation
Philosophy:
We are a rapidly growing company operating in an extremely competitive and changing industry. Our compensation program is based on these core principles:
Induce performance consistent with clearly defined corporate objectives
Align our executives’ long-term interests with those of our shareholders
Fairly compensate our executives
Retain and attract qualified executives who are able to contribute to our long-term success
Key Compensation Decisions for 2015 Performance Year:
Our Compensation Committee made the following key compensation decisions:
Incentive Bonuses: Incentive bonuses were reduced by 9.1% for our CEO and by 8.6% for our COOs. This was the second consecutive year of reduced incentive bonuses (following 29% and 34% reductions, respectively, in 2014).
Long-Term Incentive Awards: No new equity-based grants were made in 2015 other than to our former CFO in March 2015, awarded prior to our annual meeting last years. Our CEO and Joint COOs received Stock Appreciation Rights ("SARs") during 2014, which are scheduled to cliff-vest in 2017. The Committee considered the existence of these long-term incentive awards in making the decision not to make additional awards during 2015.
Base Salaries: Base salaries for our CEO and COOs increased by 3% for calendar year 2015, largely reflecting cost of living increases.
Reported and Realized Pay for CEO and COOs: 2015 pay reported in the Summary Compensation Table decreased sharply versus 2014 for our CEO and COOs. Pay reported was equal to 2015 pay realized for these executives, which differed from 2014 when the vast majority of pay reported related to SAR awards that are not scheduled to vest until 2017, and are intended to relate to a multi-year period.
Total Reported Compensation Mix: 2015 total reported compensation mix comprises 53% base salary and 47% annual incentive award for our CEO (COOs: 43% base salary; 57% annual incentive awards). This reflected that the entire grant date fair values for the SAR awards made in 2014 under our long-term incentive plan were reported last year.
Recent Compensation Changes:
At our May 2015 annual general meeting, our executive compensation for the 2014 year received a 69% advisory vote from our shareholders that, while exceeding a majority, was nonetheless not satisfactory to us. Since last year's meeting we:
Added two new independent directors to the Compensation Committee for fresh input: This is in addition to the new Compensation Committee Chairman, who began serving in this role at the May 2015 meeting.
Engaged with our shareholders to hear their views: We sought feedback from our large shareholders and proxy advisory firms, speaking to the holders of approximately 30% of our outstanding voting shares, as described on page 31.
Adopted a new 2016-2018 Annual Incentive Program: We reviewed the expiring 2011-2015 Annual Incentive Program and put in place a revised 2016-2018 Annual Incentive Program that establishes performance objectives and target bonuses in determining executive officer compensation. Due to Enstar's unique business model, discretion has historically been used to allocate annual incentive bonus awards. Taking into account feedback from our shareholders, we have adopted changes beginning with the 2016 annual incentive award structure.
Designed and implemented performance objectives for the 2016 performance year annual incentive program: At the time of last year’s AGM vote, the executive compensation framework for 2015 had already been established and was operating in line with past practice; as such, the committee felt the most opportune time to enact changes based on shareholders’ feedback would be in 2016 and beyond. Accordingly the Committee has established performance objectives based on a combination of financial and operational goals, which will correspond to threshold, target, and maximum annual incentive award payments.
Adopted Clawback Policy: We adopted a clawback policy applicable to all future cash and equity incentive awards.
Awarded no new SARs: We reviewed the executive officer cash-settled SAR awards made in 2014 and March 2015 and determined not to make any further SAR awards for the year.

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ENSTAR GROUP LIMITED
Windsor Place, 3rd Floor
22 Queen Street
Hamilton, Bermuda

PROXY STATEMENT
2016 ANNUAL GENERAL MEETING OF SHAREHOLDERS
QUESTIONS AND ANSWERS
1.
Why am I receiving these proxy materials?
We have made these proxy materials available to you on the internet or, in some cases, have delivered printed copies of these proxy materials to you by mail in connection with the solicitation of proxies by the Board of Directors (the "Board") of Enstar Group Limited (the "Company") for use at the 2016 Annual General Meeting of Shareholders of the Company to be held on Tuesday, June 14, 2016 at 9:00 a.m. Atlantic time at our Company headquarters, Windsor Place, 3rd Floor, 22 Queen Street, Hamilton, Bermuda, and at any postponement or adjournment thereof. These proxy materials are first being sent or given to shareholders on May 3, 2016. You are invited to attend the Annual General Meeting and are requested to vote on the proposals described in this proxy statement.
2.
Why did I receive a one-page notice in the mail regarding the internet availability of proxy materials instead of a full set of proxy materials?
Pursuant to rules adopted by the Securities and Exchange Commission (the "SEC"), we have elected to provide access to our proxy materials via the internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the "Notice") to our shareholders. All shareholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the internet or to request a printed copy are included in the Notice. In addition, shareholders may request proxy materials in printed form by mail or electronically by email on an ongoing basis.
We believe that providing access to our proxy materials via the internet will expedite shareholders’ receipt of materials, while lowering costs and reducing the environmental impact of our Annual General Meeting because we will print and mail fewer full sets of materials.
3.
What is included in these proxy materials?
These "proxy materials" include this proxy statement, our Annual Report to Shareholders for the year ended December 31, 2015 and, if you received printed copies of the proxy materials by mail, the proxy card. We have included the Annual Report for informational purposes and not as a means of soliciting your proxy.
4.
What matters are being voted on at the Annual General Meeting?
 Shareholders will vote on the following proposals at the Annual General Meeting:
1.
To elect three Class I Directors nominated by our Board of Directors to hold office until 2019.
2.
To hold an advisory vote to approve executive compensation.
3.
To ratify the appointment of KPMG Audit Limited ("KPMG") as our independent registered public accounting firm for 2016 and to authorize the Board of Directors, acting through the Audit Committee, to approve the fees for the independent registered public accounting firm.
4.
To approve the Enstar Group Limited 2016 Equity Incentive Plan.
5.
To act on the election of directors for our subsidiaries.
6.
To transact such other business as may properly come before the meeting and any postponement or adjournment thereof. 

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5.
What are the Board’s voting recommendations?
 The Board recommends that you vote your shares:
1.
"FOR" the nominees to serve on our Board (Proposal No. 1).
2.
"FOR" advisory approval of the resolution on our executive compensation (Proposal No. 2).
3.
"FOR" the ratification of the appointment of KPMG as our independent registered public accounting firm for 2016 and the authorization of our Board, acting through the Audit Committee, to approve the fees for the independent registered public accounting firm (Proposal No. 3).
4.
"FOR" approval of the Enstar Group Limited 2016 Equity Incentive Plan (Proposal No. 4).
5.
"FOR" each of the subsidiary director nominees (Proposal No. 5).
6.
How can I get electronic access to the proxy materials?
 The Notice includes instructions regarding how to:
1.
View on the internet our proxy materials for the Annual General Meeting; and
2.
Instruct us to send future proxy materials to you by email.
Our proxy materials are also available on our website under "Annual General Meeting Materials" at http://www.enstargroup.com/annual-proxy.cfm.
Choosing to receive future proxy materials by email will save us the cost of printing and mailing documents
to you. If you choose to receive future proxy materials by email, you will receive an email message next year
with instructions containing a link to those materials and a link to the proxy voting website. Your election
to receive proxy materials by email will remain in effect until you terminate it.
 
7.
Who may vote at the Annual General Meeting?
Only holders of record of our voting ordinary shares as of the close of business on April 18, 2016 (the "record date") are entitled to notice of and to vote at the Annual General Meeting. Holders of our non-voting convertible common shares are welcome to attend the Annual General Meeting, but may not vote these shares at the meeting or any postponement or adjournment thereof. As used in this proxy statement, the term "ordinary shares" does not include our non-voting convertible common shares. As of the record date, there are 16,213,824 ordinary shares issued and outstanding and entitled to vote at the Annual General Meeting, which number includes 52,622 unvested restricted shares. Except as set forth in our bye-laws, each ordinary share entitles the holder thereof to one vote. In accordance with our bye-laws, certain shareholders whose shares represent 9.5% or more of the voting power of our ordinary shares would be entitled to less than one vote for each ordinary share held by them.
8.
What is the difference between a shareholder of record and a beneficial owner of shares held in street name?
Shareholder of Record. If your shares are represented by certificates or book entries in your name so that you appear as a shareholder on the records of American Stock Transfer & Trust Company, our stock transfer agent, you are considered the shareholder of record with respect to those shares, and the Notice or, in some cases, the proxy materials, were sent directly to you. If you request printed copies of the proxy materials, you will also receive a proxy card.
Beneficial Owner of Shares Held in Street Name. If your shares are held in an account at a brokerage firm, bank, broker-dealer or other similar institution, then you are the beneficial owner of shares held in street name and the Notice was forwarded to you by that institution. The institution holding your account is considered the shareholder of record for purposes of voting at the Annual General Meeting. As a beneficial owner, you have the right to instruct that institution on how to vote the shares held in your account.

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9.
What do I do if I received more than one Notice or proxy card?
If you receive more than one Notice or proxy card because you have multiple accounts, you should provide voting instructions for all accounts referenced to be sure all of your shares are voted.
10.
How do I vote?
We hope that you will be able to attend the Annual General Meeting in person. Whether or not you expect to attend the Annual General Meeting in person, we urge you to vote your shares at your earliest convenience by one of the methods described below, so that your shares will be represented.
Shareholders of record can vote any one of four ways:
VIA THE INTERNET
 
You may vote by proxy via the internet by following the instructions provided in the Notice.
 
 
BY MAIL
 
If you received printed copies of the proxy materials, you may vote by proxy by filling out the proxy card and sending it back in the envelope provided.
 
 
BY TELEPHONE
 
You may vote by proxy by calling the telephone number found on the internet voting site or on the proxy card, if you received a printed copy of the proxy materials. However, if you plan to vote for subsidiary directors on an individual basis under Proposal No. 5, you can do so only via the internet, by mail, or in person.
 
 
IN PERSON
 
You, or a personal representative with an appropriate proxy, may vote by ballot at the Annual General Meeting. We will give you a ballot when you arrive. If you need directions to the Annual General Meeting, please call our offices at (441) 292-3645.
 
 
If you own shares in street name, you will receive instructions from the holder of record that you must follow in order for your shares to be voted. Internet and/or telephone voting also will be offered to shareholders owning shares through most banks and brokers. If you own shares in street name and you wish to attend the Annual General Meeting to vote in person, you must obtain a legal proxy from the institution that holds your shares and attend the Annual General Meeting, or send a personal representative with the legal proxy, to vote by ballot. You should contact your bank or brokerage account representative to learn how to obtain a legal proxy.
11.
What is the voting deadline if voting by internet or telephone?
 If you vote by internet or by telephone, you must transmit your vote by 11:59 p.m. Eastern time on June 13, 2016.
12.
How can I attend the Annual Meeting?
You may attend the Annual General Meeting if you were an Enstar shareholder of record as of the close of business on April 18, 2016 or you hold a valid proxy for the Annual General Meeting. You should be prepared to present photo identification for admittance. If you are a shareholder of record, your name will be verified against the list of shareholders of record on the record date prior to your being admitted to the Annual General Meeting. If you are not a shareholder of record but hold shares through a broker, trustee or nominee, you should provide proof of beneficial ownership on the record date, such as a recent account statement showing your ownership, a copy of the voting instruction card provided by your broker, trustee or nominee, or other similar evidence of ownership.
13.
What is the quorum requirement for the Annual General Meeting?
 Two or more shareholders present in person or by proxy and entitled to vote at least a majority of the shares entitled to vote at the meeting constitute a quorum for the transaction of business at the meeting. Abstentions and broker non-votes will be included in determining the presence of a quorum at the meeting. A broker non-vote occurs when a beneficial owner of shares held in street name does not provide voting instructions and, as a result, the institution



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that holds the shares is prohibited from voting those shares on certain proposals. Shares that are properly voted on the internet or by telephone or for which proxy cards are properly executed and returned, but lacking voting directions, will be counted toward the presence of a quorum.
14.
How are proxies voted?
 Shares that are properly voted on the internet or by telephone or for which proxy cards are properly executed and returned will be voted at the Annual General Meeting in accordance with the directions given or, in the absence of directions, in accordance with the Board’s recommendations as set forth in "What are the Board’s voting recommendations?" above. If any other business is brought before the meeting, proxies will be voted, to the extent permitted by applicable law, in accordance with the judgment of the persons voting the proxies.
The manner in which your shares may be voted depends on how your shares are held. If you own shares of record, you may vote by proxy, meaning you authorize individuals named on the proxy to vote your shares. If you do not vote by proxy or in person at the Annual General Meeting, your shares will not be voted. If you own shares in street name, you may instruct the institution holding your shares on how to vote your shares. If you do not provide voting instructions, the institution may nevertheless vote your shares on your behalf with respect to the ratification of the appointment of KPMG as the Company’s independent registered public accounting firm for 2016, but not on any other matters being considered at the meeting.
15.
What are the voting requirements to approve each of the proposals?
Proposal
Voting Requirements
Effect of
Abstentions
Effect of
Broker
Non-Votes
1.
Election of Directors
Affirmative Vote of Majority of Votes Cast
No effect on outcome
No effect on outcome
2.
Advisory approval of the Company’s executive compensation
Affirmative Vote of Majority of Votes Cast (to be approved on an advisory basis)
No effect on outcome
No effect on outcome
3.
Ratification of the appointment of KPMG as our independent registered public accounting firm for 2016 and to authorize the Board, acting through the Audit Committee, to approve its fees
Affirmative Vote of Majority of Votes Cast
No effect on outcome
No effect on outcome
4.
Approval of the Enstar Group Limited 2016 Equity Incentive Plan
Affirmative Vote of Majority of Votes Cast
No effect on outcome
No effect on outcome
5.
Election of Subsidiary Directors
Board will Cause our Corporate Representative or Proxy to Vote Subsidiary Shares in the Same Proportion as Votes Received
No effect on outcome
No effect on outcome
Each of the proposals to be voted on at the meeting is adopted by a majority of votes cast (as indicated in the table above), which means that a proposal must receive more votes "for" than votes "against" to be adopted. For the director election in Proposal 1, each nominee must receive more votes "for" than votes "against" to have a seat on the Board. For the subsidiary directors in Proposal 5, our Board will cause our corporate representative or proxy to vote the shares we hold in these subsidiaries in the same proportion as the votes received at the meeting. Where we wholly own the subsidiary, each nominee must receive more votes "for" than votes "against" to have a seat on the subsidiary board. Voting thresholds will vary where we own less than 100% of a subsidiary's shares.
Abstentions and broker non-votes are not considered votes for the purposes of any of the above listed proposals, and therefore have no effect on the election of the director nominees or the adoption of any of the other proposals.
16.
Can I change my vote after I have voted?
 You may revoke your proxy and change your vote at any time before the final vote at the Annual General Meeting. You may vote again on a later date via the internet or by telephone (in which case only your latest internet or telephone proxy submitted prior to 11:59 p.m. Eastern time on June 13, 2016 will be counted), by filling out and returning a new proxy card bearing a later date, or by attending the Annual General Meeting and voting in person. However, your attendance at the Annual General Meeting will not automatically revoke your proxy unless you vote again at the Annual



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General Meeting or specifically request that your prior proxy be revoked by delivering to our Corporate Secretary a written notice of revocation prior to the Annual General Meeting.
17.
Who is paying for the cost of this proxy solicitation?
 We will bear the cost of preparing and soliciting proxies, including the reasonable charges and expenses of brokerage firms or other nominees for forwarding proxy materials to the beneficial owners of our ordinary shares. In addition to solicitation by mail, certain of our directors, officers and employees may solicit proxies personally or by telephone or other electronic means without extra compensation, other than reimbursement for actual expenses incurred in connection with the solicitation.



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CORPORATE GOVERNANCE
Board of Directors
Our Board is divided into three classes designated Class I, Class II and Class III. The term of office for each of our Class I directors expires at this year’s Annual General Meeting; the term of office for each of our Class II directors expires at our annual general meeting in 2017; and the term of office for each of our Class III directors expires at our annual general meeting in 2018. At each annual general meeting, the successors of the class of directors whose term expires at that meeting will be elected to hold office for a term expiring at the annual general meeting to be held in the third year following the year of their election.
The Board believes that all of its directors have demonstrated professional integrity, ability and judgment, as well as leadership and strategic management abilities, and have each performed exceptionally well in their respective time served as directors. Several of our current directors have served as directors of the Company for a number of years, including the three candidates up for re-election. During this time, we have experienced significant growth and success.
Our directors who have joined in recent years have already made significant contributions, drawing on backgrounds that are highly complementary to our growing Company. We were pleased to add five new independent directors during 2015: B. Frederick (Rick) Becker, Hitesh R. Patel, Poul A. Winslow, Hans-Peter Gerhardt, and Sandra L. Boss.
Particular attributes that are significant to each individual director’s selection to serve on the Board are described below.
Nominees
ROBERT J. CAMPBELL
Director Since: 2007 
Age: 67
Class: I
Enstar Committees:  Audit (Chair), Compensation, Investment (Chair), Nominating and Governance, Underwriting and Risk
US resident; US citizen 
Biographical Information: Robert Campbell was appointed as the independent Chairman of the Board in November 2011. Mr. Campbell has been a Partner with the investment advisory firm of Beck, Mack & Oliver, LLC since 1990.
Certain Other Directorships: Mr. Campbell is a director and chairman of the audit committee of AgroFresh Solutions, Inc. (formerly Boulevard Acquisition Corp.), a publicly traded global agricultural technologies company. He is also a director of Boulevard Acquisition Corp. II, a blank check company that completed its initial public offering in September 2015. He previously served as a director of Camden National Corporation, a publicly traded company, from 1999 to 2014.

Skills and Qualifications: Financial, accounting, and investment expertise; leadership skills
Mr. Campbell brings to the Board his extensive understanding of finance and accounting, which he obtained through over 40 years of analyzing financial services companies and which is very valuable in his role as chairman of our Audit Committee. In addition, Mr. Campbell’s investment management expertise makes him a key member of our Investment Committee, of which he serves as chairman. Mr. Campbell continues to spend considerable time and energy in his role, which is significant to the leadership and function of our Board.

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PAUL J. O’SHEA
Director Since: 2001
Age: 58
Class: I
Enstar Officer Title: Executive Vice President and Joint Chief Operating Officer
Enstar Committees: Underwriting and Risk
Bermuda resident; Irish citizen
Biographical Information: Paul O’Shea has served as a director, Executive Vice President and Joint Chief Operating Officer of the Company since our formation in 2001. In his role as an executive officer, he leads our mergers and acquisitions operations, including overseeing our transaction sourcing, due diligence, and negotiations processes. In 1994, Mr. O’Shea joined Dominic F. Silvester and Nicholas A. Packer in their run-off business venture in Bermuda, and he served as a director and Executive Vice President of Enstar Limited, which is now a subsidiary of the Company, from 1995 until 2001. Prior to co-founding the Company, he served as the Executive Vice President, Chief Operating Officer and a director of Belvedere Group/Caliban Group from 1985 until 1994.
Skills and Qualifications: Company leader; long track record of successful acquisitions; industry expertise
Mr. O’Shea is a qualified chartered accountant who has spent more than 30 years in the insurance and reinsurance industry, including many years in senior management roles. As a co-founder of the Company, Mr. O’Shea has intimate knowledge and expertise regarding the Company and our industry. He has been instrumental in sourcing, negotiating and completing numerous significant transactions since our formation.
SUMIT RAJPAL
Director Since: 2011
Age: 40
Class: I
Enstar Committees: Investment
US resident; US citizen
Biographical Information: Sumit Rajpal is a managing director of Goldman, Sachs & Co. He joined Goldman, Sachs & Co. in 2000 and became a managing director in 2007.
Certain Other Directorships: Mr. Rajpal serves as a director on the public company board of TransUnion Holding Company and Hastings Insurance Group (publicly traded on the London Stock Exchange). He also serves on the private company boards of Ipreo Parent Holdco LLC, ProSight Specialty Insurance Holdings, and Safe-Guard Products International, LLC. Mr. Rajpal previously served on the public company board of USI Holdings Corporation (from May 2007 to December 2012).
 
Skills and Qualifications: Insurance industry knowledge; financial and investment expertise 
Mr. Rajpal brings to our Board his extensive knowledge of the global insurance and reinsurance industries, which he has gained through years of experience as an investor and director. His expertise in corporate finance and investing is highly valuable to our Board’s oversight of capital planning and our Investment Committee’s oversight of our investment portfolios.
 

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Continuing Directors
B. FREDERICK (RICK) BECKER
Director Since: 2015
Age: 69
Class: II
Enstar Committees:  Audit, Compensation (Chair), Nominating and Governance (Chair)
US resident; US citizen
Biographical Information: Rick Becker is the Chairman of Clarity Group, Inc., a US national healthcare professional liability and risk management organization, which he co-founded over 13 years ago. Prior to co-founding Clarity Group, Inc., he served as Chairman and Chief Executive Officer of MMI Companies, Inc. from 1985 until its sale to The St. Paul Companies in 2000. Mr. Becker has previously served as President and CEO of Ideal Mutual and McDonough Caperton Employee Benefits, Inc., and also served as State Compensation Commissioner for the State of West Virginia.
Certain Other Directorships: Mr. Becker currently serves as a director of private companies West Virginia Mutual Insurance Company, Barton and Associates, Inc., and Dorada Holdings Ltd. (Bermuda).
 
Skills and Qualifications: Compensation, governance, and risk management experience; industry knowledge
Mr. Becker has over 35 years of experience within the insurance and healthcare industries. The Board also values Mr. Becker’s corporate governance experience, which he has gained from serving on many other boards over the years. In addition, his previous work on compensation matters makes him well-suited to serve as Chairman of our Compensation Committee. He has an extensive background in risk management, which enhances our risk oversight and monitoring capabilities.
 
SANDRA L. BOSS
Director Since: 2015
Age: 49
Class: III
Enstar Committees: Compensation, Nominating and Governance
UK resident; Dual US / UK citizen
Biographical Information: Sandra Boss has served since September 2014 as an independent director of the Prudential Regulation Authority, part of the Bank of England responsible for the prudential regulation and supervision of approximately 1,700 banks, building societies, credit unions, insurers and major investment firms. Ms. Boss was a Senior Partner at McKinsey & Company, a global management consulting firm, from 2005 to 2014, and a Partner from 2000. At McKinsey, she was a strategic advisor to global banks and investment banks as well as to a number of public sector institutions and industry bodies on financial services policy and financial markets structure.
Certain Other Directorships: As noted, Ms. Boss has been an independent director of the Prudential Regulation Authority since September 2014.
Skills and Qualifications: Regulatory experience, financial acumen, strategic management expertise 
Ms. Boss brings to our Board her financial acumen, insurance regulatory experience perspective, and strategy development and oversight abilities gained from years of consulting at a highly respected, international firm. These skills are very useful to our Board as it sets strategy and oversees performance. Ms. Boss provides a unique perspective on our industry and regulatory environment, and also has a keen understanding of the financial markets in which we operate.

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JAMES D. CAREY
Director Since: 2013
Age: 49
Class: II
Enstar Committees: Investment, Underwriting and Risk (Chair)
US resident; US citizen
Biographical Information: James Carey is a senior principal of Stone Point Capital LLC, a private equity firm based in Greenwich, Connecticut. Stone Point Capital serves as the manager of the Trident Funds, which invest exclusively in the global financial services industry. Mr. Carey has been with Stone Point Capital and its predecessor entities since 1997. He previously served as a director of the Company from 2001 until January 31, 2007.
 
Certain Other Directorships: Mr. Carey currently serves on certain private company boards of the portfolio companies of the Trident Funds, including Citco III Limited, Eagle Point Credit Management LLC, Oasis Outsourcing Group Holdings, LP, Sedgwick Claims Management Services, Inc., Amherst Pierpont Capital Holdings LLC, and Privilege Underwriters Inc. He served as a director of Alterra Capital Holdings Limited until 2013. Mr. Carey also serves as a director of subsidiaries that we and Trident established in connection with the Atrium/Arden and StarStone co-investment transactions.
 
Skills and Qualifications: Investment expertise; industry knowledge; significant acquisition experience 
Having worked in the private equity business for almost 20 years, Mr. Carey brings to our board an extensive background and expertise in the insurance and financial services industries. His in-depth knowledge of investments and investment strategies is significant in his role on our Investment Committee, and his experience and insight into active underwriting businesses is also important to us as he serves as Chairman of our Underwriting and Risk Committee.
 
HANS-PETER GERHARDT
Director Since: 2015
Age: 60
Class: III
Swiss resident; German citizen
Biographical Information: Hans-Peter Gerhardt has been the Chief Executive Officer of Asia Capital Reinsurance Group since October 2015. He has served continuously in the reinsurance industry since 1981. He is the former Chief Executive Officer of PARIS RE Holdings Limited, serving in that position from the company’s initial formation in 2006 through the completion of its merger into Partner Re Ltd. in June 2010. He previously served as the Chief Executive Officer of AXA Re from 2003 to 2006, also serving as Chairman of AXA Liabilities Managers, the AXA Group’s run-off operation, during that time.
Certain Other Directorships: Mr. Gerhardt also serves as an executive director of Asia Capital Reinsurance Group and as a non-executive director of Tokio Marine Kiln, Tokio Millennium Re and African Risk Capacity (all privately held). He previously served as an independent director of Brit Insurance Holdings PLC until the company’s acquisition by Fairfax Financial Holdings in 2015.
Skills and Qualifications: Underwriting expertise; proven industry veteran
Mr. Gerhardt brings decades of underwriting expertise to our Board, which is important to us as we run our active underwriting businesses, Atrium and StarStone. He is a proven industry veteran, with significant leadership experience, including several successful tenures in CEO roles.

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HITESH R. PATEL
Director Since: 2015
Age: 55
Class: II
Enstar Committees: Audit, Nominating and Governance
UK resident; UK citizen
Biographical Information: Hitesh Patel served as Chief Executive Officer of Lucida, plc, a UK life insurance company, from 2012 to 2013, and prior to that as its Finance Director and Chief Investment Officer since 2007. Mr. Patel has over 30 years of experience working in the insurance industry, having served in the United Kingdom as KPMG LLP's Lead Partner on Insurance Accounting and Regulatory Services from 2000 to 2007. He originally joined KPMG in 1982 and trained as an auditor.
Certain Other Directorships: Mr. Patel serves as a non-executive director at Aviva Life Holdings UK Ltd. (a subsidiary of Aviva plc) and as Chairman of its Audit Committee and member of the Risk and Investment Committee. He is also a non-executive director and Chair of the Audit and Risk Committee of Capital Home Loans Limited, a privately held buy-to-let mortgage provider. He has served as the Chair of the Insurance Committee of the Institute of Chartered Accountants of England and Wales since 2012.
Skills and Qualifications: Accounting expertise; regulatory and governance skills; industry experience 
Mr. Patel brings significant accounting expertise to our Board, obtained from over two decades of auditing and advising insurance companies on accounting and regulatory issues, which is highly valuable to our Audit Committee. His experience with insurance regulations and the regulatory environment is also a key attribute because our company is regulated in many jurisdictions around the world. As a former industry CEO, he also has significant knowledge of corporate governance matters and practices, which is proving valuable to our Board and the Nominating and Governance Committee.
DOMINIC F. SILVESTER
 Director Since: 2001   
Age: 55
Class: III
Enstar Officer Title:  Chief Executive Officer
Enstar Committees: Underwriting and Risk
Bermuda resident; UK citizen
Biographical Information: Dominic Silvester has served as a director and the Chief Executive Officer of the Company since its formation in 2001. In 1993, Mr. Silvester began a business venture in Bermuda to provide run-off services to the insurance and reinsurance industry. In 1995, the business was assumed by Enstar Limited, which is now a subsidiary of the Company, and for which Mr. Silvester has since then served as Chief Executive Officer. Prior to co-founding the Company, Mr. Silvester served as the Chief Financial Officer of Anchor Underwriting Managers Limited from 1988 until 1993.
Skills and Qualifications: Company leader; industry expertise; corporate strategy 
As a co-founder and CEO of the Company, Mr. Silvester contributes to the Board his intimate knowledge of the Company and the run-off industry. He is well known in the industry and is primarily responsible for identifying and developing our business strategies and acquisition opportunities on a worldwide basis. Mr. Silvester has served as our CEO since the Company’s inception, demonstrating his proven ability to manage and grow the business.

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POUL A. WINSLOW
Director Since: 2015
Age: 50
Class: III
Enstar Committees: Compensation, Investment
Canadian resident; Danish citizen
Biographical Information: Poul Winslow has been a Managing Director of Canada Pension Plan Investment Board ("CPPIB") since 2009. Mr. Winslow also serves as Head of External Portfolio Management and Head of Thematic Investing for CPPIB, roles he has held since 2009 and 2014, respectively. Prior to joining CPPIB, Mr. Winslow had several senior management and investment roles at Nordea Investment Management in Denmark, Sweden and the United States. He also served as the Chief Investment Officer of Andra AP-Fonden (AP2) in Sweden.
Certain Other Directorships: Mr. Winslow serves as a director for the Hedge Fund Standards Board, a standard setting body for the hedge fund industry.
Skills and Qualifications: Investment expertise; compensation and governance experience
Mr. Winslow brings significant investment expertise to our Board gained from his years in senior investment roles, which is highly valuable to our Investment Committee as it oversees our investment strategies and portfolios. His experiences at CPPIB, including exposure to compensation and governance policies, are proving valuable in his role on our Compensation Committee.
Directorship Arrangements
We have previously entered into the following arrangements relating to directorships:
Goldman Sachs Investment (2011) – On April 20, 2011, we entered into an Investment Agreement (the "Investment Agreement") with certain affiliates of Goldman, Sachs & Co. ("Goldman Sachs") and, pursuant to the agreement’s terms, Sumit Rajpal was named a director.
CPPIB Investment (2015) – On June 3, 2015, CPPIB purchased shares from the First Reserve Partnerships ("First Reserve") representing 9.3% of our voting shares and a 9.9% economic interest. In connection with that transaction: (i) First Reserve's shareholder rights terminated and (ii) we and CPPIB entered into a new Shareholder Rights Agreement granting CPPIB contractual shareholder rights that are substantially similar to those rights previously held by First Reserve, including the right to designate one representative to our Board. CPPIB designated Poul A. Winslow as a director of the Company and he was appointed in September 2015. The designation right terminates if CPPIB ceases to beneficially own at least 75% of the total number of voting and non-voting shares acquired by it from First Reserve.
Independence of Directors
Our Board currently consists of ten directors, of which eight are non-management directors, and seven are independent. Nasdaq listing standards require that a majority of our directors be independent. For a director to be considered independent, the Board must determine that the director meets the definition of independence included in Nasdaq Marketplace Rule 5605(a)(2). This requires a determination that the director does not have any direct or indirect material relationship with us either directly or as a partner, owner, or executive officer of an organization that has a relationship with us. Our Board makes these determinations primarily based on a review of the responses of the directors to questions regarding employment and compensation history, family relationships and affiliations, discussions with the directors, and any other known relevant facts and circumstances.
The Board determined that the following seven directors are independent as defined by Nasdaq Marketplace Rule 5605(a)(2):
Robert J. Campbell
B. Frederick Becker
Sandra L. Boss
Hans-Peter Gerhardt
Hitesh R. Patel
Sumit Rajpal
Poul Winslow

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Kenneth W. Moore served as a member of the Board of Directors until First Reserve's sale of shares to CPPIB on June 3, 2015, following which Mr. Winslow replaced Mr. Moore on the Board. Mr. Moore was also determined to be independent during his time served.
For details about certain relationships and transactions among us and our executive officers and directors, see "Certain Relationships and Related Transactions." Our Board, in making its independence determinations, considered the relationships noted in that section with respect to Goldman Sachs (for Mr. Rajpal) and CPPIB (for Mr. Winslow). Although Messrs. Rajpal and Winslow are employees of these organizations and serve as their designated representatives, neither have material direct or indirect interests in any of the reported transactions. Other than with respect to Hastings Insurance Group Limited ("Hastings"), where Mr. Rajpal is a non-employee director representative for Goldman's Sach's 38% interest in Hastings, Mr. Rajpal is not involved in the management of the investments we have in Goldman Sachs affiliates or that are managed by such affiliates—all of which were entered into on an arm's-length basis. Mr. Winslow had no involvement in the sale of life settlements businesses to us by Wilton Re Ltd ("Wilton Re"), which was completed before CPPIB invested in us, nor in the reinsurance we have with Continental Assurance Company, where our reinsurance recoverable existed prior to Wilton Re's acquisition of this company.
In determining Ms. Boss' independence, the Board considered her husband's partnership interest in Sainty Hird, an executive recruiting firm that provided professional services to us during 2015, and his service during preceding years at another firm also engaged by us. We engaged Sainty Hird prior to Ms. Boss' appointment, and the services were provided prior to that time as well. The firm has not been appointed to any new engagements following her appointment. We incurred fees of £53,750 (approximately $77,000) with Sainty Hird in 2015, which constituted less than 2% of the firm's annual consolidated gross revenue. Services provided in years preceding 2015 by firms that employed Ms. Boss' husband also constituted less than 2% of such firms' annual consolidated gross revenues. The Board determined that Ms. Boss' husband's indirect interest was not material, nor would it impair her ability to exercise independent judgment or challenge management in her role as a director or committee member. Ms. Boss also serves as an independent director for the Prudential Regulation Authority ("PRA"), which regulates our UK insurance subsidiaries, including our Lloyd's operations. To avoid any potential conflicts, she has enacted broad recusals with the PRA so that she does not participate in non-life company matters or insurance policy matters (our only PRA-regulated companies are non-life companies). The Board reviewed these matters prior to Ms. Boss' appointment and is satisfied that the recusals are effective in addressing any potential issues.
Board Leadership Structure
The Company has separated the positions of Chairman of the Board and Chief Executive Officer. Robert J. Campbell, an independent director, has served as Chairman since November 2011 (when our then Chairman and Chief Executive Officer, Dominic F. Silvester, recommended the separation of the positions). The Board believes that separating the roles of Chairman and CEO and having Mr. Campbell serve as Chairman is the most effective leadership structure for us at this time.
The Board believes Mr. Campbell is well suited to assist with the execution of strategy and business plans, to play a prominent role in setting the Board’s agenda, to act as the liaison between the Board and our senior management, and to preside at Board and shareholder meetings.
The Board believes that our corporate governance structure appropriately satisfies the need for objectivity, and includes several effective oversight means, such as:
the roles of Chairman and CEO are separated;
the Chairman is an independent director;
70% of our directors are independent;
before or after regularly scheduled Board meetings, the independent directors meet in executive session to review, among other things, the performance of our executive officers; and
the Audit, Compensation and Nominating and Governance committees of the Board consist solely of independent directors who perform key functions, such as:
 
-
overseeing the integrity and quality of our financial statements and internal controls;
 
-
establishing senior executive compensation;
 
-
reviewing director candidates and making recommendations for director nominations; and
 
-
overseeing our corporate governance structure and practices.
The Board recognizes, however, that no single leadership model is right for all companies at all times and that, depending on the circumstances in the future, other leadership models might be appropriate for us.

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Board Committees
The Board has an Audit Committee, a Compensation Committee, a Nominating and Governance Committee, an Underwriting and Risk Committee, and an Investment Committee. Each of our committees operates under a written charter that has been approved by the Board. Each Committee reviews its charter annually, and recommends any proposed changes to the Board. Current copies of the charters for all of our committees are available on our website at http://www.enstargroup.com/corporate-governance.cfm. In addition, any shareholder may receive copies of these documents in print, without charge, by contacting Investor Relations at P.O. Box HM 2267, Windsor Place, 3rd Floor, 22 Queen Street, Hamilton, HM JX, Bermuda.
Our Board of Directors met a total of five times during the year ended December 31, 2015.
The primary responsibilities of each of our committees, as well as the current composition of our committees and the number of committee meetings held during 2015, are described below.

Audit Committee
The primary responsibilities of our Audit Committee include:
•   overseeing our accounting and financial reporting process, including our internal controls over financial reporting;
•   overseeing the quality and integrity of our financial statements;
•   reviewing the qualifications and independence of our independent auditor;
•   reviewing the performance of our internal audit function and independent auditor;
•   reviewing related party transactions;
•   overseeing our compliance with legal and regulatory requirements;
•   appointing and retaining our independent auditors;
•   pre-approving compensation, fees and services of the independent auditors and reviewing the scope and results of their audit; and
•   periodically reviewing our risk exposures and the adequacy of our controls over such exposures. Although the regular oversight of risk management has been transitioned to our Underwriting and Risk Committee during 2015, the Audit Committee still reviews risk matters at least annually.
Each member of the Audit Committee is a non-management director and is independent as defined in Nasdaq Marketplace Rule 5605(a)(2) and under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Our Board has determined that Messrs. Campbell, Becker, and Patel qualify as audit committee financial experts pursuant to the definition set forth in Item 407(d)(5)(ii) of Regulation S-K, as adopted by the SEC.
Committee Members:
Robert Campbell (Chair)
Rick Becker
Hitesh Patel






Number of Meetings in
2015:
6

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Compensation Committee
The primary responsibilities of our Compensation Committee include:
 
•     determining the compensation of our executive officers;
 
•     establishing our compensation philosophy;
 
•     overseeing the development and implementation of our compensation programs, including our incentive plans and equity plans;
 
•     overseeing the risks associated with the design and operation of our compensation programs, policies and practices; and
 
•     periodically reviewing the compensation of our directors and making recommendations to our Board with respect thereto.

Each member of the Compensation Committee is a non-management director, is independent as defined in Nasdaq Marketplace Rule 5605(a)(2), and meets the enhanced independence standards applicable to compensation committee members in Nasdaq Marketplace Rule 5605(d)(2) and the Exchange Act. Additional information on the Compensation Committee and the role of management in setting compensation is provided below in "Executive Compensation - Compensation Discussion and Analysis."
Committee Members:
Rick Becker (Chair)
Sandra Boss Robert Campbell
Poul Winslow
Number of Meetings in
2015:
5



Nominating and Governance Committee
The primary responsibilities of our Nominating and Governance Committee include:
•     identifying individuals qualified to become directors and reviewing any candidates proposed by directors, management or shareholders;
•     recommending committee appointments to the Board;
•     recommending the annual director nominees to the Board and the shareholders;
•     establishing director qualification criteria;
•     supporting the succession planning process; and
•     advising the Board with respect to corporate governance-related matters.
Each member of the Nominating and Governance Committee is a non-management director and is independent as defined in Nasdaq Marketplace Rule 5605(a)(2).
Committee Members:
Rick Becker (Chair) Sandra Boss
Robert Campbell Hitesh Patel
Number of Meetings in
2015:
4

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Underwriting and Risk Committee
The primary responsibilities of our Underwriting and Risk Committee include:
•     reviewing the strategy of, and providing oversight of, the active underwriting operations of the Company;
• reviewing proposed underwriting plans and reinsurance programs;
• overseeing underwriting policies and performance;
•     assisting the Board in overseeing the integrity and effectiveness of the Company's enterprise risk management framework;
•     reviewing and evaluating the risks to which we are exposed, as well as monitoring and overseeing the guidelines and policies that govern the processes by which we identify, assess, and manage our exposure to risk;
•     reviewing and monitoring our overall risk strategy and appetite; and
• periodically reviewing and approving the level of risk assumed in underwriting, investment and operational activities.
Two members of the Underwriting and Risk Committee are non-management directors, and Mr. Campbell is independent as defined in Nasdaq Marketplace Rule 5605(a)(2). Mr. Carey was originally selected as Chairman in May 2015, with independent director Hans-Peter Gerhardt assuming the role of Chairman in October 2015. Mr. Gerhardt stepped down from his role as Chairman in November 2015 due to time commitments related to becoming CEO of Asia Capital Re. Mr. Carey has since resumed his role as Chairman.
Committee Members:
James Carey (Chair)
Robert Campbell Paul O'Shea Dominic Silvester
Number of Meetings in
2015:
2

Investment Committee
The primary responsibilities of our Investment Committee include:
 
•     determining our investment strategy;
 
•     developing and reviewing our investment guidelines and overseeing compliance with these guidelines and various regulatory requirements and any applicable loan covenants;
 
•     overseeing our investments, including approval of investment transactions;
 
•     overseeing the selection, retention and evaluation of outside investment managers;
•     overseeing investment-related risks, including those related to the Company’s cash and investment portfolios and investment strategies; and
 
•     reviewing and monitoring the Company’s investment performance quarterly and annually against plan and external benchmarks agreed from time to time.
 
Four members of the Investment Committee (Messrs. Campbell, Carey, Rajpal, and Winslow) are non-management directors, and three members (Messrs. Campbell, Rajpal, and Winslow) are independent as defined in Nasdaq Marketplace Rule 5605(a)(2).
*Mark Smith is the Company’s Chief Financial Officer. David Rocke is an Executive Vice President of our subsidiary Enstar Limited working in mergers and acquisitions. The Board has included Messrs. Smith and Rocke on the Investment Committee because it believes their respective knowledge and insight provides a significant benefit to the functioning of the committee. In particular, the Board believes that Mr. Smith’s insight into financial and accounting matters and knowledge of subsidiary portfolios and Mr. Rocke’s involvement in mergers and acquisitions (and accompanying investment issues) support the oversight of the Company’s investments and add valuable skill sets to this committee.
Committee Members:
Robert Campbell (Chair)
James Carey
Sumit Rajpal Poul Winslow
Mark Smith*
David Rocke*
Number of Meetings in
2015:
5


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Attendance at Meetings
We expect our directors to attend all meetings of our Board, all meetings of all committees of the Board on which they serve and each annual general meeting of shareholders, absent exigent circumstances.
In 2015, during the time they were serving, all of the directors other than Mr. Carey attended at least 75% of the meetings of the Board and the committees of the Board on which the director served. Although unexpected scheduling conflicts prevented Mr. Carey from attending certain meetings in person, he participated in additional meetings by phone as an observer, which, when combined with meetings attended in person would have brought his total attendance over 75%, but due to our policy requiring in-person attendance for meetings (other than any telephonic meetings), these were not considered formally attended.
All directors then serving attended the 2015 annual general meeting of shareholders. In addition, in 2015, our independent directors met each quarter in executive sessions without management.
Board Oversight of Risk Management
Risk assumption is inherent in our business, and appropriately setting risk appetite and executing our business strategies accordingly is key to our performance. Effective risk oversight is an important priority for the Board, which has placed strong emphasis on ensuring that we have a robust risk management framework to identify, measure, manage, report and monitor risks that may affect the achievement of our strategic, operational and financial objectives. Our Board and its committees have risk oversight responsibility and play an active role in overseeing management of the risks we face.
During 2015, the Board formed the Underwriting and Risk Committee to enhance board-level risk oversight given our recent entry into the active underwriting business. Although our active underwriting businesses (StarStone and Atrium) each have strong, dedicated underwriting and risk committees related to the individual business, the Board believes that enhanced centralized risk oversight is also appropriate. While all of the Board's committees play a role in risk management, the Underwriting and Risk Committee, reporting to the full Board, now oversees our Company's risk management framework.
The overall objective of our risk management framework is to support good risk governance while facilitating the the achievement of business objectives. Our risk management framework also contributes to an effective business strategy, efficiency in operations and processes, strong financial performance, reliable financial reporting, regulatory compliance, a good reputation with key stakeholders, business continuity planning, and capital planning.
Our enterprise risk management ("ERM") function consists of numerous processes and controls that have been designed by our senior management (including our risk management team), with oversight by our Board and its committees, managed by our senior executives, and implemented by employees across our organization. Risk assumption is inherent in our business, and appropriately setting risk appetite and executing our business strategies in accordance therewith is key to our performance. For more information on ERM, refer to "Item. 1 Business - Enterprise Risk Management" beginning on page 17 of our Annual Report on Form 10-K for the year ended December 31, 2015.
The Board and its committees regularly review information regarding, among other things, our operations, loss reserves, acquisitions, credit, liquidity, investments, active underwriting, information security, and the risks associated with each. Management is responsible for the operation of the Company’s risk management function, including identifying, monitoring, prioritizing, and addressing risks, and management reports to the Board and its committees.

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 Our committees support the Board’s oversight of risk management in the following ways:
 
Committee
Risk Management Responsibilities
Underwriting and Risk Committee
•        Regularly reviews the strategy of and oversees the Company's active underwriting operations, including with respect to underwriting policies and the impact of emerging risk
•        Assists the Board in overseeing the integrity and effectiveness of the Company's ERM framework
•        Reviews and evaluates the risks to which the Company is exposed
•        Monitors the guidelines and policies that govern the process by which the Company identifies, assesses, and manages its exposure to risk
•        Reviews reinsurance programs and practices to ensure consistency with the Company's business plan and aggregate written exposures
•        Reviews our overall risk appetite with input from management
Audit Committee
•       Oversees the Company's internal controls over financial reporting
•        Receives direct reports from the Company’s Head of Internal Audit on internal controls, who meets with the committee on a quarterly basis and maintains an open dialogue with the Audit Committee Chairman
•        Reviews information security matters and makes recommendations to the Board
• Receives direct reports on ERM at least annually
Compensation Committee
•        Oversees risks relating to the Company's compensation programs and plans (as more fully described in "Executive Compensation - Compensation Discussion and Analysis - Compensation Risk Assessment" on page 42)
•        Conducts an annual risk assessment of our compensation programs to ensure they are properly aligned with Company performance and do not provide incentives for employees to take inappropriate or excessive risks
Nominating and Governance Committee
•        Oversees risks relating to corporate governance matters, including with respect to reviewing Board and Committee composition and the Company’s relations with shareholders
•        Oversees and supports the Board in management succession planning
Investment Committee
•        Regularly evaluates and tests the Company's investment portfolio and investment strategies under various stress scenarios
•        Oversees compliance with investment guidelines, which assist the Company in monitoring the Company's investment-related risks
•        Monitors and evaluates the Company's internal investment management department and external investment managers
•        Oversees the Company’s investment systems and technology resources and any associated risks
Director Nominations, Qualifications and Recommendations
When identifying and evaluating director nominees, our Nominating and Governance Committee considers the nominees’ personal and professional integrity, judgment, ability to represent the interests of the shareholders, and knowledge regarding insurance, reinsurance and investment matters, as well as other factors discussed below. The Nominating and Governance Committee has primarily identified candidates through its periodic solicitation of recommendations from members of the Board and individuals known to the Board, use of third-party search firms retained by the Nominating and Governance Committee, and shareholders, although in certain private placement or acquisition-related transactions, parties have obtained the right to designate a board representative.
During 2015, we enhanced our Board of Directors and added five new independent directors. The process began in late 2014 and early 2015, when our directors noted the relatively small size of the Board at the time, considered the changes to our business and our overall growth, and identified several key skills and qualifications they believed would benefit the quality, diversity, and function of the Board as a whole. The Board sought insurance regulatory experience,

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industry-specific audit and accounting expertise, active underwriting expertise, and compensation committee experience. The Board also determined that identifying UK or European-based directors was important, as the then-serving non-employee directors were primarily US residents despite the Company's significant UK and European operations.
The Nominating and Governance Committee led the efforts to identify suitable candidates. The committee used a third-party search firm, reviewed former directors of insurance businesses impacted by recent merger activity, and considered suggestions from Board members familiar with candidates' experience in the industry. Once a candidate was identified, the committee undertook an evaluation process.
The evaluation of new director candidates involves several steps, not necessarily taken in any particular order. The Nominating and Governance Committee reviews the candidate's qualifications and background of the candidate (which includes securing a resume and other background data and background checks), and evaluates the candidate's attributes relative to the identified needs of the Board. If the committee wishes to pursue a candidate further, it arranges candidate interviews with committee members and other directors. After assessing feedback, the Nominating and Governance Committee presents each nominated candidate to the Board for consideration.
In addition, following its acquisitions of shares from First Reserve, CPPIB received the right to designate a representative to the Board. Kenneth Moore, who had been the representative from First Reserve, stepped down in June 2015 in connection with the sale, following which Poul Winslow was designated by CPPIB. The Nominating and Governance Committee members and other directors had opportunities to meet with Mr. Winslow several times before his appointment in September 2015. The Board determined that Mr. Winslow, who has significant investment expertise stemming from his role as Managing Director, Head of Thematic Investing and External Portfolio Management at CPPIB, was a natural fit to fill the vacancy on the Investment Committee created by Mr. Moore's departure.
For incumbent directors, the committee reviews each director’s overall service to the Company during the director’s term, including the director’s level of participation and quality of performance. The Nominating and Governance Committee considered and nominated the candidates proposed for election as director at the Annual General Meeting, with the Board unanimously agreeing on the nominees.
Director Qualifications
We seek to identify candidates who represent a mix of backgrounds and experiences that will improve the Board’s ability, as a whole, to serve our needs and the interests of our shareholders. While we do not have a formal diversity policy for selection of directors, we consider diversity broadly to include differences of professional experience, individual attributes and skill sets, perspective, knowledge and expertise in substantive matters pertaining to our business and industry.
Given the complex nature of our business and the insurance and reinsurance industry,
we seek to include directors whose experiences, although varying and diverse, are also
complementary to and demonstrate a familiarity with the substantive matters necessary to lead the
Company and navigate our run-off and active underwriting businesses.
 
Shareholder Recommendations
In accordance with its charter, the Nominating and Governance Committee will consider director candidates submitted by shareholders. Shareholders may recommend candidates to serve as directors by submitting a written notice to the Nominating and Governance Committee at Enstar Group Limited, P.O. Box HM 2267, Windsor Place, 3rd Floor, 22 Queen Street, Hamilton, HM JX, Bermuda. Shareholder recommendations must be accompanied by sufficient information to assess the candidate’s qualifications and contain the candidate’s consent to serve as director if elected. Shareholder nominees will be evaluated by the Nominating and Governance Committee in the same manner as nominees selected by the committee.
Compensation Committee Interlocks and Insider Participation
No member of the Compensation Committee is or was during 2015 an employee, or is or ever has been an officer, of the Company. During the year ended December 31, 2015, no executive officer served as a member of the compensation committee or as a director of another entity having an executive officer serving on our Compensation Committee or as one of our directors.

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Code of Conduct
We have adopted a Code of Conduct that applies to all of our directors and employees, including all senior executives and financial officers. A copy of our Code of Conduct is available on our website at http://www.enstargroup.com/corporate-governance.cfm by clicking on "Code of Conduct."
In addition, any shareholder may receive a copy of the Code of Conduct or any of our committee charters in print, without charge, by contacting Investor Relations at Enstar Group Limited, P.O. Box HM 2267, Windsor Place, 3rd Floor, 22 Queen Street, Hamilton HM JX, Bermuda. We intend to post any amendments to our Code of Conduct on our website. In addition, we intend to disclose any waiver of a provision of the Code of Conduct that applies to our senior executives and financial officers by posting such information on our website or by filing a Form 8-K with the SEC within the prescribed time period. No such waivers currently exist.
Shareholder Communications with the Board
Shareholders and other interested parties may send communications to the Board by sending written notice to:
Enstar Group Limited
Attention: Corporate Secretary
P.O. Box HM 2267
Windsor Place, 3rd Floor
22 Queen Street
Hamilton, HM JX
Bermuda
 
The notice may specify whether the communication is directed to the entire Board, to the independent directors, or to a particular Board committee or individual director.
Our Corporate Secretary will handle routine inquiries and requests for information. If our Corporate Secretary determines the communication is made for a valid purpose and is relevant to the Company and its business, our Corporate Secretary will forward the communication to the entire Board, to the independent directors, to the appropriate committee chairman or to the individual director as the notice was originally addressed. At each regular meeting of the Board, our Corporate Secretary will present a summary of all communications received since the previous meeting that were not forwarded and will make those communications available to the directors on request.
 

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DIRECTOR COMPENSATION
2015 Director Compensation Program
Our Compensation Committee is responsible for periodically reviewing non-employee director compensation and making recommendations to our Board with respect to any changes. The Compensation Committee conducts a comprehensive review no less than biennially, which may include working with our independent compensation consultant.
In 2015, our director compensation program included:
a retainer payable quarterly for non-employee directors, and additional retainers payable quarterly for the Chairman of the Board and certain committee chairman;
an equity retainer payable annually in the form of restricted ordinary shares with a one-year vesting period for non-employee directors and the Chairman of the Board; and
meeting fees for all Board and committee meetings attended.
Directors who are employees of the Company receive no fees for their services as directors. Mr. Rajpal has waived all fees for his services as a director. Pursuant to the terms of his employment with CPPIB, cash fees earned by Mr. Winslow are paid directly to CPPIB, and he has waived his equity retainer fee.
Our director retainer and meeting fees in place as of December 31, 2015 are set forth below. Committee fees differ due to workload and composition of the Committee (i.e., whether the members are predominantly non-employee or employee directors) and are periodically evaluated by the Compensation Committee.
2015 Retainer Fees
Annual
Amounts
Payable
 
2015 Meeting Fees
Amounts Payable for
Attendance
Non-Employee Directors(1)
$
150,000

 
Board Meetings
$
3,500

Chairman of the Board(1)
$
100,000

 
Telephonic Board Meetings
$
1,000

Audit Committee Chairman
$
10,000

 
Audit Committee Meetings
$
1,500

Compensation Committee Chairman
$
5,000

 
Compensation Committee Meetings
$
1,250

Nominating and Governance Committee Chairman
$
5,000

 
Nominating and Governance Committee Meetings
$

Investment Committee Chairman
$
5,000

 
Investment Committee Meetings
$
1,250

Underwriting and Risk Committee Chairman
$

 
Underwriting and Risk Committee Meetings
$

(1)
The non-employee director fee and the chairman's fee are each payable half in cash and half in restricted ordinary shares subject to a one-year vesting period.
Deferred Compensation Plan
The Amended and Restated Enstar Group Limited Deferred Compensation and Ordinary Share Plan for Non-Employee Directors (the "Deferred Compensation Plan") provides each non-employee director with the opportunity to elect (i) to defer receipt of all or a portion of his or her cash or equity compensation until retirement or termination and (ii) to receive all or a portion of his or her cash compensation for services as a director in the form of our ordinary shares instead of cash.
Non-employee directors electing to defer compensation have such compensation converted into share units payable as a lump sum distribution after the director leaves the Board. The lump sum share unit distribution is made in the form of ordinary shares, with fractional shares paid in cash. Non-employee directors electing to receive compensation in the form of ordinary shares receive whole ordinary shares (with any fractional shares payable in cash) as of the date compensation would otherwise have been payable. A director's participation in the Deferred Compensation Plan does not affect the vesting schedule of the equity portion of the retainer fee described above.

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Director Compensation Table
The following table summarizes the compensation of our non-employee directors who served in 2015. Messrs. Silvester and O'Shea, as employees, are not eligible to receive director compensation for Board service.
Name
Fees Earned or
Paid in Cash
($)(1)
Stock Awards
($)(2)(3)
Total ($)  
Robert J. Campbell
$
176,250

$
125,000

$
301,250

B. Frederick Becker
$
89,056

$
75,000

$
164,056

Sandra L. Boss
$
16,774

$

$
16,774

James D. Carey
$
89,250

$
75,000

$
164,250

Hans-Peter Gerhardt
$
26,000

$
37,500

$
63,500

Kenneth W. Moore(4)
$
52,250

$
75,000

$
127,250

Hitesh R. Patel
$
61,332

$
67,623

$
128,955

Sumit Rajpal(5)
$

$

$

Poul A. Winslow(6)
$
31,167

$

$
31,167

(1)
Director fees listed in this column may be deferred by directors under the Deferred Compensation Plan. See footnote 3.
(2)
This column lists the aggregate grant date fair value of Enstar restricted ordinary shares awarded to directors as part of their Board retainer and Chairman of the Board retainer, computed in accordance with FASB Accounting Standards Codification (ASC) Topic 718. The value of the restricted ordinary shares is determined based on the closing price of our ordinary shares on the grant date. For information on the valuation assumptions with respect to awards made, refer to Note 17 to our consolidated financial statements for the year ended December 31, 2015, as included in our Annual Report on Form 10-K for the year ended December 31, 2015. The amounts above reflect the grant date fair value for these awards, excluding the accounting effect of any estimate of future forfeitures, and do not necessarily correspond to the actual value that might be recognized by the directors.
Restricted ordinary shares are subject to a one-year vesting period and are forfeited in their entirety if a director leaves the Board prior to the vesting date. Restricted ordinary share awards listed in this column may be deferred by directors under the Deferred Compensation Plan in the form of restricted share units, subject to the same one-year vesting period ("RSUs"). The number of restricted ordinary shares or RSUs (rounded to nearest whole share) acquired by our directors during 2015 was as follows: (a) Mr. Campbell — 876 RSUs; (b) Mr. Becker — 526 RSUs; (c) Mr. Carey – 526 RSUs; (d) Mr. Gerhardt — 253 restricted ordinary shares; (e) Mr. Moore — 526 RSUs subsequently forfeited; and (f) Mr. Patel — 439 RSUs. Fractional amounts are payable in cash at the time of vesting. Total restricted ordinary shares and RSUs held by directors as of the record date are described in the footnotes to the Principal Shareholders and Management Ownership table.
(3)
Share units (rounded to the nearest whole share) acquired for services in 2015 under the Deferred Compensation Plan were as follows: (a) Mr. Campbell — 1,187 units; (b) Mr. Becker — 301 units; (c) Mr. Carey – 602 units; (d) Mr. Moore — 357 units; and (e) Mr. Patel — 101 units. Total share units under the Deferred Compensation Plan held by directors as of the record date are described in the footnotes to the Principal Shareholders and Management Ownership table.
(4)
Mr. Moore stepped down from the Board on June 3, 2015. Mr. Moore's 526 RSUs were forfeited upon his termination of service. He received 833 ordinary shares in settlement of share units held under the Deferred Compensation Plan.
(5)
Mr. Rajpal has waived all fees for his services.
(6)
Mr. Winslow has waived his equity retainer. Fees earned by him in cash are payable directly to CPPIB pursuant to the terms of his employment.

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EXECUTIVE OFFICERS
DOMINIC F. SILVESTER
 
Title: Chief Executive Officer Since: 2001 Age: 55
Biographical Information: Dominic Silvester has served as a director and the Chief Executive Officer of the Company since its formation in 2001. In 1993, Mr. Silvester began a business venture in Bermuda to provide run-off services to the insurance and reinsurance industry. In 1995, the business was assumed by Enstar Limited, which is now a subsidiary of the Company, and for which Mr. Silvester has since then served as Chief Executive Officer. Prior to co-founding the Company, Mr. Silvester served as the Chief Financial Officer of Anchor Underwriting Managers Limited from 1988 until 1993.
PAUL J. O’SHEA
 
Title: EVP and Joint Chief Operating Officer Since: 2001     Age: 58
Biographical Information: Paul O’Shea has served as a director, Executive Vice President and Joint Chief Operating Officer of the Company since our formation in 2001. He leads our mergers and acquisitions operations, including overseeing our transaction sourcing, due diligence, and negotiations processes. In 1994, Mr. O’Shea joined Dominic F. Silvester and Nicholas A. Packer in their run-off business venture in Bermuda, and he served as a director and Executive Vice President of Enstar Limited, which is now a subsidiary of the Company, from 1995 until 2001. Prior to co-founding the Company, he served as the Executive Vice President, Chief Operating Officer and a director of Belvedere Group/Caliban Group from 1985 until 1994.
NICHOLAS A. PACKER
 
Title: EVP and Joint Chief Operating Officer Since: 2001 Age: 53
Biographical Information: Nicholas Packer has served as Executive Vice President and Joint Chief Operating Officer of the Company since our formation in 2001. He leads our underwriting, claims, commutation, consulting and ceded reinsurance operations, and serves as StarStone Group Chief Executive Officer and Chairman. In December 2015, Mr. Packer was appointed Chief Executive Officer of our recently formed subsidiary, Aligned Re Ltd. From 1996 to 2001, he was Chief Operating Officer of Enstar (EU) Limited, a wholly-owned subsidiary of Enstar Limited (which is now a subsidiary of the Company). Mr. Packer served as Enstar Limited’s Chief Operating Officer from 1995 until 1996. In 1993, Mr. Packer joined Mr. Silvester in operating a run-off business venture in Bermuda.
MARK W. SMITH
 
Title: Chief Financial Officer Since: 2015 Age: 62
Biographical Information: Mark Smith was appointed Chief Financial Officer of the Company, effective August 15, 2015. He had been a Partner at Deloitte & Touche, Bermuda since 1988 in Deloitte's accounting and auditing services group, where he had a distinguished public accounting career specializing in the insurance industry. Mr. Smith most recently served as the head of the financial advisory practice at Deloitte & Touche, Bermuda. He is chairman of the Insurance Advisory Committee, a Bermuda statutory committee that provides advice on insurance regulatory matters.
ORLA M. GREGORY
 
Title: Chief Integration Officer Since: 2015     Age: 42
Biographical Information: Orla Gregory was appointed as Chief Integration Officer in 2015. She previously served as Executive Vice President of Mergers and Acquisitions of our subsidiary, Enstar Limited, since May 2014, and prior to that was Senior Vice President of Mergers and Acquisitions since 2009. She has been with the Company since 2003. Ms. Gregory worked as Financial Controller of Irish European Reinsurance Company Ltd. in Ireland from 2001 to 2003. She worked in Bermuda from 1999 to 2001 for Ernst & Young as an Investment Accountant. Prior to this, Ms. Gregory worked for QBE Insurance & Reinsurance (Europe) Limited in Ireland from 1993 to 1998 as a Financial Accountant.

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PRINCIPAL SHAREHOLDERS AND MANAGEMENT OWNERSHIP
The following table sets forth information as of April 18, 2016 (unless otherwise provided herein) regarding beneficial ownership of our voting ordinary shares by each of the following, in each case based on information provided to us by these individuals:
each person or group known to us to be the beneficial owner of more than 5% of our ordinary shares;
each of our current directors and director nominees;
each of the individuals named in the Summary Compensation Table; and
all of our current directors and executive officers as a group.
The following table describes the ownership of our voting ordinary shares, including restricted voting ordinary shares, which are the only shares entitled to vote at the Annual General Meeting.
In addition to voting ordinary shares, there are a total of 3,130,408 issued and outstanding non-voting ordinary shares. Of these shares, Goldman Sachs owns 2,725,637 Series C non-voting ordinary shares that, together with its 665,529 voting ordinary shares, represented an economic interest of approximately 17.5% as of April 18, 2016. CPPIB owns 404,771 Series E non-voting ordinary shares that, together with its voting shares, represented an economic interest of approximately 9.9% as of April 18, 2016. For additional information on our non-voting ordinary shares, refer to Note 15 to our consolidated financial statements beginning on page 162 of our Annual Report on Form 10-K for the year ended December 31, 2015.
Unless otherwise indicated, each person has sole voting and dispositive power with respect to all shares shown as beneficially owned by them.
Name of Beneficial Owner
Number of Shares
Percent  of
Class(1)
Canada Pension Plan Investment Board(2)
1,501,211

9.3%
Trident V, L.P. and related affiliates(3)
1,350,000

8.4%
Akre Capital Management, LLC(4)
1,181,346

7.3%
Beck Mack & Oliver LLC(5)
922,777

5.7%
Poul A. Winslow(6)
741,735

4.6%
Dominic F. Silvester(7)
490,732

3.0%
Nicholas A. Packer(8)
319,801

2.0%
Paul J. O'Shea(9)
185,960

1.2%
Robert J. Campbell(10)
179,501

1.1%
Orla M. Gregory(11)
8,796

*
Mark W. Smith(12)
6,247

*
James D. Carey(13)
4,058

*
B. Frederick Becker(14)
980

*
Hitesh R. Patel(15)
169

*
Sandra L. Boss(16)
660

*
Hans-Peter Gerhardt(17)
708

*
Sumit Rajpal(18)

*
Richard J. Harris

*
All Current Executive Officers and Directors as a group (13 persons)(19)
1,950,482

12.0%
*
Less than 1%
(1)
Our bye-laws would reduce the total voting power of any US shareholder or direct foreign shareholder group owning 9.5% or more of our ordinary shares to less than 9.5% of the voting power of all of our shares.
(2)
Based on information provided in a Schedule 13D filed jointly on March 10, 2016 by (i) CPPIB, (ii) CPPIB Epsilon Ontario Limited Partnership ("CPPIB LP"), (iii) CPPIB Epsilon Ontario Trust ("CPPIB Trust"), (iv) and Poul A. Winslow. CPPIB's reported holding of 1,501,211 ordinary shares excludes 741,735 ordinary shares held indirectly through CPPIB LP. CPPIB Trust is the general partner of CPPIB LP, and Mr. Winslow is the trustee of CPPIB Trust. By virtue of his role as trustee of CPPIB Trust, Mr. Winslow has sole voting and sole dispositive power over the shares, but has no pecuniary interest in the shares (see footnote 6). CPPIB also

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directly owns 404,771 Series E non-voting ordinary shares. The principal address of the above persons and entities is One Queen Street East, Suite 2500 Toronto, ON M5C 2W5 Canada.
(3)
Based on information provided in a Schedule 13D filed jointly on November 15, 2013 by Trident V, L.P. ("Trident V"), Trident Capital V, L.P. ("Trident V GP"), Trident V Parallel Fund, L.P. ("Trident V Parallel"), Trident V Professionals Fund, L.P. ("Trident V Professionals" and, together with Trident V and Trident V Parallel, the "Partnerships"), Stone Point Capital LLC ("Stone Point") and SPC Management Holdings LLC. Consists of (a) 773,556 ordinary shares held by Trident V, (b) 542,505 ordinary shares held by Trident V Parallel, and (c) 33,939 ordinary shares held by Trident V Professionals. The sole general partner of Trident V is Trident V GP. The sole general partner of Trident V Parallel is Trident Capital V-PF, L.P. ("Trident Capital V-PF"). The sole general partner of Trident V Professionals is Stone Point GP Ltd. (together with Trident V GP and Trident Capital V-PF, the "GPs"). Each of the GPs holds voting and investment power with respect to the ordinary shares that are, or may be deemed to be, beneficially owned by the respective Partnership of which it is the general partner. In addition, the limited partnership agreements of each of the Partnerships have the effect of conferring dispositive power over the ordinary shares held by the Partnerships to Trident V and Trident V GP. Pursuant to certain management agreements, Stone Point has received delegated authority by the GPs to exercise voting rights of ordinary shares on behalf of the Partnerships, subject to certain limitations, but Stone Point does not have dispositive power over the ordinary shares held by the Partnerships. James Carey, a member of our Board, is a member and senior principal of Stone Point, an owner of one of four general partners of each of Trident V GP and Trident Capital V-PF, and a shareholder and director of Stone Point GP Ltd., which is the general partner of Trident V Professionals. See footnote 13 with respect to 2,086 ordinary shares issuable to Mr. Carey pursuant to the Deferred Compensation Plan and not included in the Partnerships’ total reported holdings of 1,350,000 shares. Although these share units accrue to Mr. Carey personally, he holds these share units solely for the benefit of Stone Point, which may be deemed an indirect beneficial owner. The principal address for Trident V, Trident V GP, Trident V Parallel, Trident V Professionals and Stone Point is c/o Stone Point at its principal address, which is 20 Horseneck Lane, Greenwich, CT 06830.
(4)
Based on a Schedule 13G filed jointly on February 12, 2016 by Akre Capital Management, LLC ("Akre Capital") and Charles T. Akre, Jr. Includes 1,181,346 ordinary shares over which Akre Capital and Mr. Akre have shared voting and dispositive power. The principal address of Akre Capital and Mr. Akre is P.O. Box 998, Middleburg, Virginia 20118.
(5)
Based on information provided in a Schedule 13G filed on February 1, 2016 by Beck, Mack & Oliver LLC ("Beck Mack"), a registered investment adviser under Section 203 of the Investment Advisers Act of 1940. The ordinary shares beneficially owned by Beck Mack are owned by investment advisory clients of Beck Mack. These clients have the right to receive or the power to direct the receipt of, dividends from, or the proceeds from the sale of, such securities. None of these clients owns more than 5% of the Company’s ordinary shares. As of December 31, 2015, Beck Mack had shared dispositive power with respect to all of the shares and sole voting power with respect to 875,511 shares. The principal address for Beck Mack is 360 Madison Avenue, New York, NY 10017. Robert J. Campbell, one of our directors, is a Partner at Beck Mack. Beck Mack disclaims beneficial ownership of the ordinary shares of the Company that are, or may be deemed to be, beneficially owned by Mr. Campbell, which are described in footnote 9.
(6)
Mr. Winslow disclaims any beneficial ownership of the shares owned by CPPIB, CPPIB LP, and CPPIB Trust. See footnote 2. Mr. Winslow is the trustee of the CPPIB Trust but has no pecuniary interest in the shares.
(7)
Consists of 35,339 ordinary shares held directly by Mr. Silvester and 455,393 shares held indirectly by Cent Holdings, a UK registered company in which Mr. Silvester and his wife each have a 50% interest. 167,000 shares held by Cent Holdings have been pledged to secure a loan.
(8)
Consists of (a) 16,695 ordinary shares held directly by Mr. Packer and (b) 303,206 ordinary shares held by Hove Investments Holding Limited, a British Virgin Islands company. The Hove Trust owns all of the equity interests of Hove Investments Holding Limited. Mr. Packer and his immediate family are the sole beneficiaries of the Hove Trust. The trustee of the Hove Trust is R&H Trust Co. (BVI) Ltd.
(9)
Consists of (a) 31,629 ordinary shares held directly by Mr. O’Shea and (b) 154,331 ordinary shares held by the Elbow Trust. Mr. O’Shea and his immediate family are the sole beneficiaries of the Elbow Trust. The trustee of the Elbow Trust is R&H Trust Co. (BVI) Ltd.
(10)
Consists of (a) 49,756 ordinary shares held directly by Mr. Campbell, (b) 42,500 ordinary shares held by a self-directed pension plan, (c) 32,300 ordinary shares owned by Mr. Campbell’s spouse, (d) 25,050 ordinary shares owned by Osprey Partners, (e) 12,600 ordinary shares owned by Mr. Campbell’s children, (f) 3,000 ordinary shares owned by the Robert J. Campbell Family Trust, (g) 2,500 ordinary shares owned by the F.W.

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Spellissy Trust, (h) 500 ordinary shares owned by the Amy S. Campbell Family Trust, and (i) 11,295 ordinary shares issuable pursuant to the Enstar Group Limited Deferred Compensation and Ordinary Share Plan for Non-Employee Directors. Does not include 758 RSUs scheduled to vest April 1, 2017. Mr. Campbell disclaims beneficial ownership of the ordinary shares that are, or may be deemed to be, beneficially owned by Beck Mack.
(11)
Consists of 8,796 ordinary shares held directly by Ms. Gregory.
(12)
Includes 4,165 restricted ordinary shares scheduled to vest in two substantially equal annual installments on March 31, 2017 and 2018, respectively.
(13)
Includes 2,086 ordinary shares issuable pursuant to the Deferred Compensation Plan held by Mr. Carey solely for the benefit of Stone Point, of which Mr. Carey is a senior principal. Does not include 454 RSUs scheduled to vest April 1, 2017. Mr. Carey disclaims beneficial ownership of these share units, except to the extent of his pecuniary interest therein, if any. Stone Point may be deemed an indirect beneficial owner of these ordinary shares. Does not include (a) 773,556 ordinary shares held by Trident V, (b) 542,505 ordinary shares held by Trident V Parallel, and (c) 33,939 ordinary shares held by Trident V Professionals. These shares are included in the table in the number of shares owned by the Partnerships and are described in footnote 3. Mr. Carey is a member of the investment committee and owner of one of the four general partners of both of Trident V GP (the general partner of Trident V) and Trident Capital V-PF (the general partner of Trident V Parallel). Mr. Carey is also a member and senior principal of Stone Point and a shareholder and director of Stone Point GP Ltd., which is the general partner of Trident V Professionals. Mr. Carey disclaims beneficial ownership of the shares held of record or beneficially by the Partnerships, except to the extent of any pecuniary interest therein.
(14)
Consists of 980 ordinary shares issuable to Mr. Becker pursuant the Deferred Compensation Plan. Does not include 454 RSUs scheduled to vest April 1, 2017.
(15)
Consists of 169 ordinary shares issuable to Mr. Patel pursuant to the Deferred Compensation Plan. Does not include 454 RSUs scheduled to vest April 1, 2017 and 438 RSUs scheduled to vest July 1, 2016.
(16)
Consists of 205 restricted ordinary shares held by Ms. Boss scheduled to vest January 4, 2017 and 455 restricted ordinary shares scheduled to vest April 1, 2017.
(17)
Consists of 253 restricted ordinary shares held by Mr. Gerhardt scheduled to vest October 1, 2016 and 455 restricted ordinary shares scheduled to vest April 1, 2017.
(18)
Mr. Rajpal disclaims beneficial ownership of the shares that relate to and are described in this footnote (except to the extent of his pecuniary interest therein, if any) and does not otherwise beneficially own any of our ordinary shares. In connection with two closings under the Investment Agreement dated April 20, 2011 among us and GSCP VI AIV Navi, Ltd., GSCP VI Offshore Navi, Ltd., GSCP VI Parallel AIV Navi, Ltd., GSCP VI Employee Navi, Ltd., and GSCP VI GmbH Navi, L.P. (collectively, the "Purchasers"), the Purchasers acquired 665,529 ordinary shares in the aggregate in addition to the 2,725,637 Series C non-voting ordinary shares referenced in the introduction to the table. Such shares may be deemed to be beneficially owned by Goldman Sachs, a broker or dealer registered under Section 15 of the Exchange Act and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. Please see the statement on Schedule 13D/A filed on December 27, 2011 by Goldman Sachs, the Purchasers and certain of their affiliates for a description of other of our ordinary shares that could be argued to be beneficially owned by Goldman Sachs, the Purchasers or their affiliates under certain theories. The general partner, managing general partner or other manager of each of the Purchasers is an affiliate of The Goldman Sachs Group, Inc. ("GS Group"). Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. Goldman Sachs is the investment manager of certain of the Purchasers. In accordance with SEC Release No. 34-39538 (January 12, 1998) (the "Release"), this proxy statement reflects the securities beneficially owned by certain operating units (collectively, the "Goldman Sachs Reporting Units") of GS Group and its subsidiaries and affiliates. This filing does not reflect securities, if any, beneficially owned by any operating units of GS Group whose ownership of securities is disaggregated from that of the Goldman Sachs Reporting Units in accordance with the Release. The Goldman Sachs Reporting Units disclaim beneficial ownership of the securities beneficially owned by (i) any client accounts with respect to which the Goldman Sachs Reporting Units or their employees have voting or investment discretion, or both, and (ii) certain investment entities of which the Goldman Sachs Reporting Units act as the general partner, managing general partner or other manager, to the extent interests in such entities are held by persons other than the Goldman Sachs Reporting Units. The address of each of the persons mentioned in this paragraph is 200 West Street, New York, New York 10282.
(19)
See footnotes 6 though 18.

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our directors and executive officers and persons who own more than ten percent of a registered class of our equity securities to file with the SEC and The Nasdaq Stock Market, LLC reports on Forms 3, 4 and 5 regarding their ownership of ordinary shares and other equity securities of the Company. Under SEC rules, we must be furnished with copies of these reports.
Based solely on our review of the copies of such forms received by us and written representations from our executive officers and directors, we believe that, during the year ended December 31, 2015, all filing requirements applicable to our directors and executive officers and persons who own more than ten percent of a registered class of our equity securities under Section 16(a) were complied with on a timely basis.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Related Party Transaction Procedures
From time to time, we have participated in transactions in which one or more of our directors, executive officers or large shareholders has an interest. These transactions, called related-party transactions, are described below. All related party transactions require the approval of our Audit Committee (comprised entirely of independent directors), which reviews each transaction for fairness, business purpose, and reasonableness. Each transaction involving the Company and an affiliate entered into during 2015 was approved by our Audit Committee. Investment transactions with related parties are also subject to the review and approval of our Investment Committee.
In addition, our Board has adopted a Code of Conduct, which states that our directors, officers and employees must avoid engaging in any activity that might create a conflict of interest or a perception of a conflict of interest. The Code of Conduct requires these individuals to raise any proposed or actual transaction that they believe may create a conflict of interest for audit committee consideration and review. In any situation where an Audit Committee member could be perceived as having a potential conflict of interest, that member is expected to recuse himself from the matter, and the non-interested members of the committee review the transaction.
On an annual basis, each director and executive officer completes a Directors’ and Officers’ Questionnaire that requires disclosure of any transactions with the Company in which he or she, or any member of his or her immediate family, has a direct or indirect material interest. A summary of responses from the questionnaires is reported to the Audit Committee.
Investments and Transactions Involving Affiliates of Certain Shareholders
Transactions with Trident and its Affiliates
Following several private transactions occurring from May 2012 to July 2012, Trident V, L.P., Trident V Parallel Fund, L.P. and Trident V Professionals Fund, L.P. (collectively, "Trident") acquired 1,350,000 of our ordinary shares (which now constitutes approximately 8.4% of our ordinary shares). On November 6, 2013, we appointed James D. Carey to our Board of Directors. Mr. Carey is the sole member of an entity that is one of four general partners of the entities serving as general partners for Trident, is a member of the investment committees of such general partners, and is a member and senior principal of Stone Point Capital LLC ("Stone Point"), the manager of the Trident funds.
Prior to Trident’s acquisition of our ordinary shares in 2012, we invested in two funds, Sky Harbor Global Funds ("Sky Harbor") and Prima Mortgage Investment Trust ("Prima"), which are managed by companies in which the Trident funds have indirect ownership interests. Additional allocations to these investments were approved by our Audit and Investment Committees and made in subsequent years. As of December 31, 2015, we had made aggregate investments of $150.0 million in Sky Harbor, which had an aggregate fair value of approximately $154.3 million. As of December 31, 2015, we had made aggregate investments of $48.4 million in Prima, with an aggregate fair value of approximately $54.8 million. The Sky Harbor and Prima fund managers charge certain fees to the funds they manage. These fees are deducted within the net asset value of the funds and totaled approximately $0.7 million and $0.2 million, respectively, for the year ended December 31, 2015. We are treated no less favorably than similarly situated investors in the funds.
During 2014, we made a commitment to invest up to $20.0 million in the Trident VI Parallel Fund and Trident VI Parallel AIV-I fund, which are managed by Stone Point, and in August 2015, we made a $15.0 million commitment to T-VI Co-Invest-A fund, also managed by Stone Point. As of December 31, 2015, we had funded $19.8 million of our commitments to the Trident VI funds and T-VI Co-Invest A fund, and such investments had a fair value of $19.4 million. The fund managers charge fees to the funds they manage, which are deducted within the net asset value of the funds and totaled approximately $0.3 million for the year ended December 31, 2015. We are treated no less favorably than similarly situated investors in the funds. The Trident VI funds own an approximately 28% interest in Alliant Insurance Services, an insurance brokerage firm. Alliant Insurance Services has provided brokerage services to our StarStone companies in the ordinary course of business and receives commission fees for business produced (on an arms' length basis).
During 2014, we invested in Eagle Point Credit Fund L.P., which is managed by Eagle Point Credit Management, a company affiliated with entities owned by Trident. Mr. Carey serves as a director of the managing entity. As of December 31, 2015, our investment totaled $10.3 million, and its fair value was $9.5 million. The fund manager charges certain fees to the fund, which are deducted within the net asset value of the fund and totaled approximately $0.2 million for the year ended December 31, 2015. We are treated no less favorably than similarly situated investors in the funds. We also invested $25.5 million in shares of common stock of Eagle Point Credit Company Inc., a registered investment company affiliated with Trident. As of December 31, 2015, the fair value of this investment was $21.0 million. We also have separate accounts managed by Eagle Point Credit Management and PRIMA Capital Advisors, which are affiliates of entities owned by Trident. These accounts had a balance of $112.3 million and $45.5 million, respectively,

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as of December 31, 2015, and we incurred approximately $0.3 million and $0.1 million, respectively, in management fees for the year ended December 31, 2015.
During 2015, we received investment-related consulting services from SCS Financial Services, a firm in which Trident V is a minority investor. We incurred approximately $0.4 million in expenses for these services for the year ended December 31, 2015.
Before Mr. Carey joined our board, we invested $20.0 million in Sound Point Capital Floating Rate Fund, a fund managed by Sound Point Capital. Mr. Carey has an indirect minority ownership interest in, and serves as a director of, Sound Point Capital. As of December 31, 2015, our total investment was $14.0 million, and its fair value was $17.1 million. During 2014, we invested $17.5 million in Sound Point Credit Opportunities Offshore Fund, Ltd., a fund managed by Sound Point Capital. This investment had a fair value of $17.4 million as of December 31, 2015. Sound Point Capital charges certain fees to the funds it manages, which are deducted from the net asset value of the funds and totaled approximately $0.3 million for the year ended December 31, 2015. We are treated no less favorably than similarly situated investors in the funds.
Sound Point Capital has acted as collateral manager for certain of our direct investments in CLO equity securities. The fair value of these investments was $18.2 million as of December 31, 2015. During 2015, we opened a separate account managed by Sound Point Capital, with a balance of $53.5 million as of December 31, 2015, with respect to which we incurred approximately $0.1 million in management fees for the year.
Fees charged pursuant to investments affiliated with entities owned by Trident or Sound Point Capital were on an arm's-length basis.
In addition, we have entered into certain agreements with Trident with respect to Trident’s co-investments in the Atrium Underwriting Group Limited ("Atrium"), Arden Reinsurance Company Ltd. ("Arden"), and StarStone acquisitions. These include investors’ agreements and shareholders’ agreements, which provide for, among other things: (i) our right to redeem Trident’s 39.3% equity interest in the Atrium/Arden and StarStone transactions in cash at fair market value within the 90 days following the fifth anniversary of the Arden and Torus closings, respectively, and at any time following the seventh anniversary of the Arden and StarStone closings, respectively; and (ii) Trident’s right to have its 39.3% equity co-investment interests in the Atrium/Arden and StarStone transactions redeemed by us at fair market value (which we may satisfy in either cash or our ordinary shares) following the seventh anniversaries of the Arden closing and StarStone closing, respectively. As of December 31, 2015, we have included $417.7 million as redeemable noncontrolling interest on our balance sheet relating to these Trident co-investment transactions. Pursuant to the terms of the shareholders’ agreements, Mr. Carey serves as a Trident representative on the boards of StarStone and the holding companies established in connection with the Atrium/Arden and StarStone co-investment transactions. Trident also has a second representative on these boards who is a Stone Point employee.
From time to time, certain of our directors and executive officers have made significant personal commitments and investments in entities that are affiliates of or otherwise related to Trident funds or Sound Point Capital, including some of the entities listed above.
Transactions with Goldman Sachs Affiliates
Affiliates of Goldman Sachs & Co. ("Goldman Sachs") own approximately 4.1% of our voting ordinary shares and 100% of our outstanding Series C non-voting convertible common shares, which is an aggregate economic interest in Enstar of 17.5%. Sumit Rajpal, a managing director of Goldman Sachs, was appointed to our Board in connection with Goldman Sachs’ investment in the Company.
We have committed to invest up to $30.0 million in Vintage VI, L.P., a fund affiliated with Goldman Sachs. As of December 31, 2015, we had funded approximately $14.8 million of this investment, which had a fair value of $15.2 million. We have also invested $25.0 million in Goldman Sachs Global Strategic Income Bond Fund, a fund affiliated with Goldman Sachs. As of December 31, 2015, this investment had a fair value of $24.4 million. The fund managers charge certain fees to the funds they manage, which are deducted within the net asset value of the funds. These fees totaled approximately $0.4 million for Vintage and approximately $0.1 million for the bond fund for the year ended December 31, 2015. We are treated no less favorably than similarly situated investors in the funds.
We have also invested £12.5 million (approximately $20.7 million) in indirect non-voting interests of two companies affiliated with Hastings Insurance Group Limited ("Hastings"). The fair value of this investment as of December 31, 2015 was $44.6 million. Our interests are held in accounts managed by affiliates of Goldman Sachs. Goldman Sachs affiliates have an approximately 38% interest in the Hastings companies, and Mr. Rajpal serves as a director of the entities in which we have invested. In connection with the Hastings investment, Goldman Sachs receives certain fees from us (on terms no less favorable than for similarly situated investors) pursuant to the terms of the documents governing the investments. For the year ended December 31, 2015, these fees totaled approximately $0.2 million.

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During 2015, Goldman Sachs Asset Management, a Goldman Sachs affiliate, began providing investment management services to our subsidiaries pursuant to arm's-length agreements reflecting customary terms and conditions. Our interests are held in accounts managed by affiliates of Goldman Sachs, with balances of $695.8 million and $63.1 million as of December 31, 2015, with respect to which we incurred approximately $0.6 million in aggregate management fees for the year.
Fees charged pursuant to investments with affiliates of Goldman Sachs were on an arm's-length basis.
Transactions with CPPIB
CPPIB owns approximately 9.3% of our voting ordinary shares and 100% of our outstanding Series E non-voting convertible ordinary shares, which is an aggregate economic interest in Enstar of 9.9%. Poul Winslow, of CPPIB, was appointed to our Board on September 29, 2015 in connection with CPPIB's shareholder rights agreement with us. In addition, 741,735 ordinary shares (or 4.6% of our voting ordinary shares) are held indirectly by CPPIB through CPPIB LP. CPPIB is the sole limited partner of CPPIB LP. CPPIB Trust is the general partner of CPPIB LP, and Mr. Winslow is the trustee of CPPIB Trust. By virtue of his role as trustee of CPPIB Trust, in its capacity as general partner of CPPIB LP, Mr. Winslow has sole voting and sole dispositive power over the shares, but has no pecuniary interest in the shares.
On May 5, 2015, we acquired life settlements businesses from Wilton Re Ltd. ("Wilton Re") (described in Note 3 to our consolidated financial statements included within our Annual Report on Form 10-K for the year ended December 31, 2015). Under the purchase agreement, the final purchase price installment of $83.9 million is payable to Wilton Re on May 5, 2016. Subsequent to the closing of our transaction with Wilton Re, CPPIB purchased its voting and non-voting ordinary shares from First Reserve. CPPIB, together with management of Wilton Re, owns 100% of the common stock of Wilton Re.
We also have a pre-existing reinsurance recoverable carried on our balance sheet at $12.2 million as of December 31, 2015 from Continental Assurance Company, a company acquired by Wilton Re after the reinsurance recoverable was established.
Other Transactions or Relationships
During the regular course of investing for our internally managed portfolios, we may use brokers affiliated with Stone Point (such as Amherst Pierpont, which is minority owned by the Trident IV funds, which are managed by Stone Point) and Goldman Sachs to execute ordinary course securities investment transactions through such brokers on arms' length terms and conditions. There are no commissions paid and quantifying the amount of compensation to the brokers is not determinable. Brokers are selected from a competitive pool using a best price execution policy.
One of our subsidiaries, Enstar Limited, has agreed in principle to act as reinsurance manager for a newly-formed Bermuda company, Aligned Re Ltd. ("Aligned Re"). Aligned Re is currently our wholly owned subsidiary, but is expected to be funded with third-party capital alongside anticipated investments from us and certain of our affiliates, including $100 million that we have already invested. If such funding occurs, we expect our investment to become a non-controlling interest. UBS O’Connor LLC is expected to act as investment manager for Aligned Re. We expect that our active underwriting subsidiaries will purchase reinsurance via quota share agreements with Aligned Re and that certain of our run-off subsidiaries will enter into loss portfolio transfer agreements. Nicholas Packer has been appointed as Chief Executive Officer of Aligned Re, and Dominic Silvester is expected to serve as a member of its board of directors.
Indemnification of Directors and Officers; Director Indemnity Agreements
We have Indemnification Agreements with each of each of our directors and Mr. Packer. Each Indemnification Agreement provides, among other things, that we will, to the extent permitted by applicable law, indemnify and hold harmless each indemnitee if, by reason of such indemnitee’s status as a director or officer of the Company, such indemnitee was, is or is threatened to be made a party or participant in any threatened, pending or completed proceeding, whether of a civil, criminal, administrative, regulatory or investigative nature, against all judgments, fines, penalties, excise taxes, interest and amounts paid in settlement and incurred by such indemnitee in connection with such proceeding. In addition, each of the Indemnification Agreements provides for the advancement of expenses incurred by the indemnitee in connection with any proceeding covered by the agreement, subject to certain exceptions. None of the Indemnification Agreements precludes any other rights to indemnification or advancement of expenses to which the indemnitee may be entitled, including but not limited to, any rights arising under our governing documents, or any other agreement, any vote of our shareholders or any applicable law.

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EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS
Executive Summary
Enstar had another strong year, as measured by our financial results, which were driven by successes in run-off management, our active underwriting initiatives, and new acquisitions. Select highlights for the year included:
• 
Increased book value per share: We increased fully diluted book value per share 8.7% from $119.22 in 2014 to $129.65 in 2015.
 
 
-
Since listing publicly in 2016, we have increased our net book value per share at a 17% compound annual growth rate.
Significant growth through transactions: We completed six major run-off transactions in 2015. We acquired $2.33 billion of insurance reserves through new transactions in the year. Total assets as of December 31, 2015 increased 19.1% to $11.8 billion, from $9.9 billion in 2014.
 
 
-
Major 2015 transactions included - Reciprocal of America (January 2015), Companion Property & Casualty (January 2015), Wilton Re's life settlements business (May 2015), Voya Financial reinsurance (May 2015), Sun Life reinsurance (September 2015), and Nationale Suisse Assurance (November 2015).
 
 
-
Allianz collaboration - Our work in 2015 also led to an important reinsurance transaction announced in February 2016 with Allianz SE, which involves net reinsurance reserves of approximately $1.1 billion.
• 
Increased net earnings to an all-time high: We increased net earnings from $213.7 million in 2014 to $220.3 million in 2015.
 
 
-
Solid contributions from run-off segments - Our non-life run-off segment earnings remained solid, contributing $173.2 million to net earnings (down from 2014's total of $203.3 million), with life and annuities contributing $16.9 million in 2015 (up from $10.6 million in 2014).
 
 
-
Continued transformation of StarStone - We have turned StarStone (formerly Torus) into a profit-making business, which in 2015 had $824.7 million of gross written premium and contributed $13.7 million to net earnings (up from a loss of $10.6 million for the nine months we owned the business in 2014). During 2015, A.M. Best affirmed StarStone's A- rating and raised its outlook from "negative" to "stable," which was an important development for us.
 
 
-
Outstanding performance of Atrium - Atrium's performance continues to be excellent, despite challenging market conditions, with the segment contributing $16.6 million to net earnings in 2015 (up from $10.4 million in 2014).
Management Team
Our executive officer team had remained largely unchanged since 2003, but 2015 saw the addition of two key individuals. Orla Gregory was promoted in February 2015 to the newly created role of Chief Integration Officer ("CIO"); she has been with Enstar since 2003, previously serving on the mergers and acquisitions team. Mark Smith joined Enstar as Chief Financial Officer ("CFO") in August 2015, replacing former CFO Richard Harris. Dominic Silvester (Chief Executive Officer ("CEO")), Paul O'Shea (Executive Vice President and Joint Chief Operating Officer) ("COO")), and Nicholas Packer (COO) continue to serve on the executive leadership team; the three of them co-founded the Company and have been officers since our inception.
Key Compensation Decisions for 2015 Performance Year
After considering our financial, operational, and strategic performance, the Compensation Committee made the following key compensation decisions:
Incentive Bonuses: Incentive bonuses were reduced by 9.1% for our CEO and by 8.6% for our COOs. This was the second consecutive year of reduced incentive bonuses (following 29% and 33.9% reductions, respectively, in 2014).
Long-Term Incentive Awards: No new equity-based grants were made in 2015 other than to our former Chief Financial Officer in March 2015. Our CEO and Joint COOs received Stock Appreciation Rights ("SARs") during 2014, which are scheduled to cliff-vest in 2017. The Committee considered the existence of these long-term incentive awards in making the decision not to make additional awards during 2015.
Base Salaries: Base salaries for our CEO and COOs increased by 3% for calendar year 2015, largely reflecting cost of living increases.

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Results of Shareholder Vote on Compensation; Shareholder Engagement
At last year's annual general meeting held on May 6, 2015, our shareholders approved the compensation of our executive officers with 69.0% of the total votes cast in favor of the proposal. This was a significant decrease from the 88.7% percent approval we received at the 2014 annual general meeting and the 88.4% we received in 2013. The results were disappointing, and our Board of Directors has taken the voting results very seriously.
In the time since the vote, our Board has evaluated the composition of our Compensation Committee and added a new Committee Chairman, Mr. Becker (who began in this role at the May 2015 meeting), and two new independent directors (Mr. Winslow and Ms. Boss). The changes have increased the size of the Committee to four members. The revitalized Compensation Committee has been evaluating our executive compensation program with the full support of the Board, beginning with the commencement of a shareholder engagement program.
Shareholder Engagement
The Compensation Committee deliberated extensively about the results of the 2015 vote and decided to launch our first shareholder outreach effort, led by two Committee members. We spoke with shareholders representing approximately 30% of our outstanding voting ordinary shares, as well as with two major proxy advisory firms. We have taken, and continue to take, the feedback we received from our shareholders and advisory firms into account in making compensation decisions and designing future compensation programs.
What We Heard
What We Did
Establish rigorous performance objectives tied to defined pay-out levels for Annual Incentive Plan Awards, rather than relying on full discretion
Beginning with the 2016 award cycle under the new Annual Incentive Plan, the Committee has established performance objectives based on a combination of financial and operational goals, which will correspond to threshold, target, and maximum annual incentive award payments.
Our SAR awards are not viewed as sufficiently performance-based; long-term incentive awards should be redesigned
We did not make any new executive SAR awards following the annual general meeting, and we are working with our compensation consultant on structuring long-term incentive awards based on performance objectives relevant to our business model and long-term goals.
The impact of the SAR awards on overall compensation was not sufficiently clear
Our discussions gave us the opportunity to better explain that, although the full grant date fair values of our executive SAR awards were reported as 2014 compensation, the Committee designed the awards to represent the primary long-term incentive component of our executives' compensation until their "cliff" vesting in 2017. The SARs will have no value if the stock price is not higher than the grant date fair value at that time and the SARs have only a one-year limited period of exercisability after vesting. For both 2014 and 2015, annual incentive awards for our executives with unvested SARs were decreased in comparison to the prior year's award.
Our selection of peers and relative compensation of executives could be clarified
We updated our peer group to remove two peers viewed as potentially outsized. In addition, our discussions provided an opportunity to describe why simple comparisons to "peers" present challenges for Enstar, given the unique nature of our business and our leadership structure, as described below in "-Peer Group."
Adopt a robust Clawback policy
We adopted a Clawback Policy in 2016 applicable to all cash and equity incentive awards, as described in "-Clawback Policy."
Objectives of our Executive Compensation Program
Our Committee is responsible for establishing the philosophy and objectives of our compensation program, designing and administering the various elements of our compensation program, and assessing the performance of our executive officers and the effectiveness of our compensation program in achieving their objectives.
We are a rapidly growing company operating in an extremely competitive and changing industry. We believe that the skill, talent, judgment, and dedication of our executive officers are critical factors affecting the long-term value of our company.

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Therefore, our goal is to maintain an executive compensation program that will:
Incentivize performance consistent with clearly defined corporate objectives
Align our executives’ long-term interests with those of our shareholders
Fairly compensate our executives
Retain and attract qualified executives who are able to contribute to our long-term success
We have specifically identified growing our net book value per share as our primary corporate objective over the long term.
We believe growth in our net book value is driven primarily by growth in our net earnings,
which is in turn driven in large part by:
successfully completing new acquisitions
effectively managing companies and portfolios of business that we previously acquired
executing on our active underwriting strategies
Roles of Executive Officers
The Committee makes compensation determinations for all of the executive officers. As part of the determination process, Mr. Silvester, our CEO, assesses our overall performance and the individual contribution of each member of the executive leadership team. On an annual basis, he reviews the prior year’s compensation and presents recommendations to the Committee for salary adjustments and bonus awards for each executive officer. He also makes recommendations regarding the overall size of the executive/employee bonus pool for our 2011-2015 Annual Incentive Program, which is 15% of our consolidated net after-tax profits unless the Committee exercises its discretion to decrease or increase the percentage. The Committee discusses all recommendations with Mr. Silvester and then meets in executive session without Mr. Silvester present to evaluate his recommendations, review the performance of all of the executive officers, discuss CEO compensation, and make final compensation decisions.

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Principal Elements of Executive Compensation
Our executive compensation program currently consists of three principal elements: base salaries, annual incentive compensation and long-term incentive compensation. Executives also receive certain other benefits, including those pursuant to their employment agreements. The table below describes the elements of our executive compensation as well as the other components of our program, each of which is described in more detail later in this proxy statement.
Principal Element  
Description
Key Features
Base Salary
Provides the fixed portion of an executive’s compensation that reflects scope of skills, experience and performance
  Provides a base component of total compensation
  Established largely based on scope of responsibilities, market conditions, and individual and Company performance in the preceding year
Annual Incentive Compensation
Provides "at risk" pay that reflects annual Company performance and individual performance
  Aligns executive and shareholder interests
  Designed to reward performance consistent with our primary corporate objective, influenced in large part by net earnings for the year but with built-in flexibility to allow for consideration of other factors
  For years preceding 2016, no mandated pay-out formulas, meaning the Committee exercised its judgment regarding the quality of both Company and individual performance and set pay appropriately in line with outcomes, strategic objectives and shareholder interests
  The Committee has elected not to pay out the full bonus pool in several years, including 2015
Long-Term Incentive Compensation
Provides equity-based pay, aimed at incentivizing long-term performance
Includes SARs, which represent the right to receive an amount in cash equal to the appreciation in value of one ordinary voting share of the Company above the fair market value on the grant date
SARs are designed to incentivize executives to drive long-term growth in book value
  Aligns executive and shareholder interests
  Drives long-term performance and promotes retention
  Cash-settled SARs create direct alignment of executive compensation with long-term shareholder interests. Delayed vesting (the awards do not vest for three years from the date of grant) drives a focus on long-term success
  Executive officer SARs granted in 2014 have a limited period of exercisability after vesting (one year)
  Long-term equity grants have historically been limited due to significant existing ownership of many members of executive team
  Shareholder dilution issues are considered when making equity awards
Other Benefits and Perquisites
Reflects the Bermuda location of our corporate headquarters, as well as specific local market and competitive practices such as retirement benefits, Bermudian payroll and social insurance tax contributions, CEO rental expense, and administrative assistance
  Provides benefits consistent with certain local market practices in our Bermuda location in order to remain competitive in the marketplace for industry talent
  Promotes retention of executive leadership team
Employment Agreements
Provides certain protections for executives and their families in the event of death or long-term disability, termination, or change in control
Change in control contractual benefits are payable only in a "double trigger" situation where employment is terminated following a change of control
  Provides Company with protections such as restrictive covenants (non-competition, non-solicitation, confidentiality, etc.)
  Promotes retention over a multi-year term and a sense of security among the leadership team
  Consistent with competitive conditions in Bermuda
Compensation Allocations among Elements
There is no pre-established policy or target for the allocation of the components of our program, and the Committee considers all compensation components in total when evaluating and making decisions with respect to each individual component. Although it does not mandate a specific allocation among the components of pay, the Committee believes that a meaningful portion of each executive’s total compensation should be "at risk" and performance-based.

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Prior to 2014, our use of long-term incentive awards for our executive officers was limited. This reflected the significant existing ownership of our executive officer team - primarily our three co-founders, Messrs. Silvester, O'Shea, and Packer. It also reflected our Compensation Committee's desire to minimize dilution. Annual compensation was generally composed only of the annual incentive award, base salary and the value of other benefits. In 2014, we reshaped compensation allocations with the introduction of the SARs, which meant more compensation was allocated to long-term, equity-based incentives, and less was allocated to short-term annual incentive awards. The SARs were granted and reported in their entirety in 2014 for Messrs. Silvester, O'Shea, and Packer, although they were intended to serve as the primary long-term incentive component for these executive officers through the vesting period of three years after the grant date. Our executives will not realize compensation from these awards, if any, until such vesting, and only if the value of our shares increases above the grant date fair value.
Because the full grant date fair value of the SARs was required to be reported in full in 2014, our reported mix of compensation in 2014 was heavily weighted to long-term performance awards. Conversely, we are reporting no long-term performance awards for 2015 with respect to our current executive officers even though the value of the 2014 SAR awards will ultimately be driven in part by three-year performance of our company that includes 2015.
For 2015, performance-based compensation reported in the Summary Compensation Table constituted 47% of the Chief Executive Officer’s total compensation, consisting of only annual incentives, excluding other benefits and perquisites. On average for all other executive officers (other than Mr. Harris), the percentage for 2015 was 57%, consisting of only annual incentives. Because of the impact of the full value of the SAR awards being reported in 2014, 82% of our CEO's total compensation was performance-based for that year, including 64% that was for long-term incentives. Similarly, 82% of our other executive officers' compensation for 2014 was performance-based, including 56% related to long-term incentives. The changes in these percentages between 2014 and 2015 do not represent a shift in the Committee's view of the relative weighting between base salaries, annual incentives, and long-term incentives, but rather reflect the full value of the 2014 SAR awards being recorded in that year (although though no value can be realized until 2017).
*Excludes other benefits and perquisites; average NEO data excludes former CFO, Mr. Harris.
The Committee also considers realized pay in determining components of current year awards, reviewing the value of previously granted unvested equity-based awards in determining components of current year awards. See "Executive Compensation Tables - Realized Pay" for information on pay realized by our executives in 2015. For example, Mr. Harris was not granted a SAR award at the same time as the other executive officers serving in 2014 because the Committee viewed the restricted shares he previously received in 2011 (which completed vesting in February 2015) as an appropriate allocation to long-term incentive compensation during that time.
Role of Compensation Consultants
The Committee has the authority under its charter to retain compensation consultants and outside legal counsel or other advisors and, before selecting a consultant or advisor, must consider its independence. During 2015 and early 2016, the Committee engaged an independent compensation consultant, McLagan, an Aon Hewitt Company ("McLagan") to provide analysis of total direct compensation of our executive officers in comparison to our peer group, to assist in the construct of our peer group, and to provide advice on the design of the 2016 Equity Incentive Plan. McLagan reports directly to the Committee and has no personal or business relationship with any Committee member

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or member of Company management. McLagan provides no other services to the Company. McLagan’s fees for its services were approximately $23,000 during 2015.
McLagan is a division of Aon plc, the parent company of Aon Risk Solutions, Aon Benfield and Aon Hewitt, which provided brokerage-related services to the Company (primarily in relation to StarStone) of approximately $2.4 million in 2015. These brokerage-related services are unrelated to the services provided by McLagan and collectively represented approximately 0.021% of Aon’s revenue in 2015. The Compensation Committee assessed the independence of McLagan in light of applicable SEC and Nasdaq rules and reviewed responses from McLagan addressing factors related to its independence. Following this review, the Committee concluded that McLagan was independent and that its advisory services did not raise any conflicts of interest.
Peer Group
In making compensatory decisions with respect to the 2015 performance year, including assessing whether we were meeting our goal of providing competitive compensation, the Committee reviewed publicly available executive officer compensation information described in the periodic filings of a group of other publicly traded companies. During 2015 and early 2016, our Compensation Committee worked with McLagan to review and refresh our peer group.
Establishing a reliable peer group presents challenges for Enstar because our primary business is acquiring companies and portfolios and operating them in run-off, whereas the focus of most others in our industry is primarily on writing new (re)insurance premiums. Run-off is a niche within the insurance industry, fragmented with only a handful of smaller specialist managers, and divisions within significantly larger insurance franchises. Although we have recently entered the active underwriting business through Atrium and StarStone, our run-off businesses still generate the substantial share of our earnings. Certain aspects of our business also resemble private equity firms, but funds with publicly available data are also typically size mismatches for Enstar. We have not identified another company that lists Enstar as its peer.
This year, we replaced five of our peer companies from last year; three due to size mismatches (Arch Capital Group and Everest Re Group, which exceeded our size guidelines, and Greenlight Capital, which fell below our size guidelines) and two due to merger activity (Montpelier Re Holdings and Platinum Underwriters Holdings). The five companies we added each fell approximately within our size guidelines and included comparable aspects of our business (e.g., acquisitive business models, active specialty underwriters, and a property and casualty insurer with run-off business).
While pay at these companies is generally relevant to provide a frame of reference to the Committee in determining executive compensation, the Committee reviewed the compensation paid by these companies for informational and overall comparison purposes only. We did not benchmark our executive compensation to a target percentile or precise position within our peer group. Instead, we sought only to be generally be competitive relative to our peers with the compensation we offer our executives. Given the significant differences between us and our most similar peers relating to business, operations, and executive team structure, we believe that formulaic benchmarking against our peer group or other companies to set 2015 compensation would not have provided meaningful guidance, although we will continue to evaluate our methodologies and views in future years.
The companies reviewed to provide an overall backdrop to the Committee’s decisions were as follows (companies newly added appear in italics):
Alleghany Corporation
Allied World Assurance Company Holdings
Argo Group International Holdings
Aspen Insurance Holdings
AXIS Capital Holdings
Endurance Specialty Holdings
Hanover Insurance Group
Hiscox Ltd
Maiden Holdings
Navigators Group
OneBeacon Insurance Group
RenaissanceRe Holdings
Third Point Reinsurance
Validus Holdings
White Mountains Insurance Group
The peer group selection process was focused on three criteria: (i) industry; (ii) geography (with a significant preference for the use of Bermuda companies); and (iii) size, with reference to: (A) total shareholders’ equity within approximately 0.5 to 2.5 times of our total shareholders’ equity and (B) total assets within approximately 0.5 to 2.5 times of total assets.
Industry. Given the lack of companies directly comparable to Enstar, we have designed our peer group around companies primarily focused on property and casualty (re)insurance, which are the companies against which we compete for talent. Where possible, we look for aspects of other companies that reflect elements similar to operations or strategies we have.

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Geography. Publicly traded Bermuda companies (or publicly traded companies domiciled elsewhere with prominent Bermuda operations) are most relevant because these are the companies against which Enstar generally competes for talent, and the Committee believes market conditions across other Bermuda-based companies are largely what drives executives’ views as to whether they are compensated fairly and competitively. As part of the peer group review, we added three companies domiciled in the US (Alleghany Corporation, Hanover Insurance Group, and Navigators Group) for diversification and in consideration of our significant US growth in recent years.
Size. Run-off profits are derived primarily from reserve releases rather than revenue, making peer comparison on the basis of revenue a much less relevant metric for us. The Committee designed our peer group targeting companies with approximately 0.5 to 2.5 times our shareholder equity or total assets (measured using financial data available at the time of consideration), which are metrics we find most relevant for purposes of comparison. The Committee also reviews market capitalization comparisons.
Base Salaries
The salaries of our CEO and our other executive officers are generally established based on the scope of the executives’ responsibilities, taking into account what the Committee believes to be competitive market compensation for similar executive officer positions based on publicly available information available to the Committee. Our goal is to provide base salary amounts at levels necessary to achieve our compensation objectives of fairly compensating our executives and retaining and attracting qualified executives who are able to contribute to our long-term success. Given the competitive market for highly qualified employees in our industry and our geographic location, we believe that below-market compensation could, in the long run, jeopardize our ability to retain our executive officers.
Any base salary adjustments are generally based on competitive conditions, market increases in salaries, individual performance, our overall financial results and performance, estimates of the cost of living and changes in job duties and responsibilities. Pursuant to the employment agreements we have with our CEO and our other executive officers, once increased, the executive officer’s annual salary cannot be decreased without his or her written consent. The employment agreements also provide for annual cost-of-living increases, although this did not occur in years such as 2011, 2012, and 2013 when our CEO did not recommend base salary increases (and our Compensation Committee agreed with those recommendations).
The Committee increased 2015 executive base salaries by 3%. The increase reflected the Committee's view of cost-of-living adjustments and was supported by competitive conditions, as well as very strong Company and individual performance. Accordingly, annual base salary levels for the 2015 year were approved as follows: (i) Dominic Silvester - $2,230,000; (ii) Paul O'Shea - $1,222,160; (iii) Nicholas Packer - $1,222,160; (iv) Mark Smith - $1,000,000 beginning with his start date of August 15, 2015; and (v) Orla Gregory - $900,000 beginning with her appointment as an executive officer on February 25, 2015. Richard Harris' salary had been increased to $1,222,160, similarly to Messrs. O'Shea and Packer, however in connection with his resignation as CFO effective in August 2015, his base salary decreased for the remainder of the year reflecting his transitional role under the amended employment agreement, resulting in a total reported base salary for Mr. Harris of $1,087,927. The amendments to Mr. Harris' employment agreement are described in "Narrative Disclosure to Summary Compensation Table and Grants of Plan Based Award Table - Employment Agreements."
Annual Incentive Compensation
Operation of 2011-2015 Annual Incentive Compensation Program
We provide performance-based incentive compensation through our 2011-2015 Annual Incentive Compensation Program (the "2011-2015 Annual Incentive Plan"), which sets aside 15% of our consolidated net after-tax profits (before bonus expense) to be allocated among our executive officers and Enstar staff. The purpose of the plan is to motivate certain officers, directors and employees of the Company and its subsidiaries to grow our profitability, which we believe primarily drives growth in our net book value in furtherance of our primary corporate objective. The 2011-2015 Annual Incentive Plan provided for the grant of annual bonus compensation (a "bonus award") to all bonus-eligible Enstar employees, including our executive officers. Atrium and StarStone have different bonus programs, but none of our executive officers are eligible to participate in those programs.
The 2011-2015 Annual Incentive Plan rewards performance consistent with our primary corporate objective of increasing our net book value per share over the long term through growth in our net earnings. The percentage of net after-tax profits comprising the bonus pool is 15% unless the Committee exercised its discretion to decrease or increase the percentage. The Committee, in accordance with the CEO’s recommendation, elected to reduce the size of the 2015 bonus pool to 11.8% of net after-tax profits, resulting in a total bonus pool of $29.6 million (2014: $36.5 million). The CEO’s recommendation to reduce the size of the bonus pool was based on his review of the proposed annual incentive awards to employees on an individual and collective basis, and his determination that, although the proposed

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awards did not constitute the full amount of the accrued bonus pool, they remained appropriately in line with Company and individual performance and achieved the compensation program goals of rewarding performance with fair compensation. The Committee agreed with the CEO’s recommendations.
The allocation of the 2011-2015 Annual Incentive Plan pool among our executive officers and the other participants in the plan was the responsibility of the Committee and is based on individual performance and contribution to Company results, as determined by the Committee with significant input from our CEO.
After the end of the year, our CEO assessed our enterprise results and achievements and the contribution of each member of our executive team and made a recommendation to the Committee as to the allocation of the bonus pool. The factors considered in evaluating individual performance were the executive’s contribution to our operating results, including the performance of the areas over which each executive has primary responsibility, and the executive’s work towards achieving our long-term strategic goals. The allocations were discretionary and driven by the opinions of both the Committee and the CEO as to how each executive officer and the Company performed when looking back on the year. Although there were caps to our annual incentive discretionary awards, there were no minimum thresholds or guaranteed minimum awards.
Use of Discretion
The Committee has historically used discretion to determine annual incentive awards. Given our acquisitive business model, where our executives are encouraged to pursue new transactions on an opportunistic basis, the use of responsible discretion, as opposed to pre-approved performance metrics, has allowed the Committee to address the dynamics of our business and incentivize execution of strategic objectives as they arise. We often adapt our financial, strategic, and operational plans during the course of the year to pursue developing opportunities. We invest in new business for long-term value, and the results can be difficult to predict (particularly in the early years of integration). Furthermore, the Committee has previously held the view that discretion was preferable to financial formulas given that a substantial portion of our net earnings is driven by non-life run-off results, which are also difficult to predict. Our business has benefited over the years from exercising patience in negotiations, which we felt may not always align with paying bonuses based upon the attainment of pre-determined financial targets within a specified measurement period.
Changes for 2016
While we believe a fully discretionary annual incentive award program has served us well over the years, we understand the differing views of some of our shareholders, as well as the evolving nature of our business now that our recently acquired active underwriting segments are more fully integrated into our operations. In response, we are making compensation changes for 2016, including the adoption of the 2016-2018 Annual Incentive Program. The Committee received the voting results from our last "say-on-pay" vote halfway through the second quarter of 2015 and took time to evaluate the issues, engage with shareholders, and develop objectives aligned with our business goals and risk management program. Following this process, the Committee has selected performance objectives based on a combination of goals tied to financial performance metrics, including return on equity, pre-tax income, increase in net book value per share, and operational goals, including the achievement of specified strategic objectives. The financial performance metrics will correspond to threshold, target, and maximum annual incentive award payments, and the achievement of strategic objectives will be determined by the Committee, including through use of limited discretion. Full details of the targets, thresholds, and maximums for each objective, as well as the outcomes attained, will be reported in our proxy statement next year.
Executive Officer 2015 Performance-Based Annual Incentive Bonus Awards
For the 2015 performance year, the Committee assessed enterprise results together with each individual’s contribution during the year in making bonus decisions under the 2011-2015 Annual Incentive Plan. Incentive bonuses were reduced in comparison to the prior year, by 9.1%, for Mr. Silvester (CEO) and by 8.6% for Messrs. O'Shea and Packer (COOs). This was the second consecutive year where we reduced incentive bonuses, following 29% and 34% reductions, respectively, in 2014 from 2013. The reductions were primarily because of the Committee's decision beginning in 2014 to allocate more compensation to long-term, equity-based incentives and less to annual incentives for these executives. In addition, although the Committee viewed the Company's financial and operational results as strong, we added employees in 2015 through our acquisitions of Sussex and Nationale Suisse, meaning that higher headcount needed to be taken into account in allocating the bonus pool as a whole.
The 2015 performance year was the first one in which Ms. Gregory and Mr. Smith served as executive officers.
On a Company-wide basis, the key factors evaluated were primarily those described in "-Business Highlights" above.

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On an individual basis, several of the factors considered in assessing our executives’ performance are described below. For his executive officer team, these factors formed the basis of Mr. Silvester’s recommendations to the Committee, as well as the Committee’s determinations following its review of his recommendations.
For Mr. Silvester, who as CEO has oversight responsibility for all areas of our business, the Committee considered his leadership in achieving each of the enterprise-wide results described in "-Business Highlights" and the strong performance of the executives reporting to him. The Committee also considered the successes in our active underwriting businesses, namely, the major progress made during the year in transforming StarStone, and the outstanding performance of Atrium. He oversaw our completion by our acquisitions team of six major transactions during 2015. We maintained strong results for the year while pursuing strategic investments, which the Committee felt was a significant accomplishment. He is also overseeing several new initiatives, including our partnership with UBS O'Connor in working towards the creation of Aligned Re, our collaboration with Allianz (announced in early 2016), and our internal capital efficiency projects. He has continued to expand our businesses in the US non-life run-off market, which we have identified as a key area for our growth.
Mr. O’Shea, our Joint COO and Executive Vice President, has responsibility for our acquisitions function and contributes to many other aspects of our operations. For 2015, the Committee considered that Mr. O’Shea was instrumental in all aspects of the negotiation and completion of the new businesses acquired, which collectively have added approximately $2.33 billion of new total assumed loss reserves to our balance sheet, not including the Allianz transaction completed in early 2016, which added a further $1.1 billion. He also has played a lead role in the formation of the partnership with UBS O'Connor. The Committee recognized his significant role in working with our active underwriting businesses and our joint venture partners, and his involvement in our relationships with regulators on a global basis, as well as our relationship and communications with A.M. Best. In addition, Mr. O’Shea coordinates the ongoing due diligence of all of our potential acquisitions and new projects, which the Committee believes is key to executing our strategy for continued growth.
Mr. Packer, also a Joint COO and Executive Vice President, has global responsibility for our insurance and reinsurance company operations, including oversight of claims management, commutation and policy buy-back activities, and our ceded reinsurance function. He is also the Executive Chairman and CEO of StarStone. Under his leadership as StarStone's CEO, StarStone significantly improved its performance in 2015, saw its A- rating affirmed by A.M. Best (and its outlook changed from "negative" to "stable"), and successfully executed its rebranding from Torus. The Committee recognized his efforts throughout the year related to StarStone's continued transformation and building for the future. The Committee considered his continued successful oversight of our non-life run-off and life and annuities operations, both of which performed strongly in 2015.
Ms. Gregory, our CIO, appointed in February 2015, has responsibility for both the transition of new businesses we have acquired, and the continual strategic review of our operating infrastructure in order to identify areas for development and improvement. She also oversees information technology, human resources, and group procurement. The Committee recognized Ms. Gregory's significant work in leading a number of group-wide initiatives to modernize our overall infrastructure and operating platform. She was also instrumental in the successful integration of new businesses acquired.
Mr. Smith, our CFO, joined Enstar in August 2015, and his bonus award reflects service for such partial year. As CFO, he has responsibility for our corporate finance and accounting, actuarial and reserving, financial planning, global tax and investor relations functions, as well as operational oversight of our risk management department. He is also a member of our Investment Committee with operational oversight of our investment function. The Committee recognized Mr. Smith's significant work in transitioning into this role and leading developments in the finance function to support the growth of the company. He also successfully managed rating agency, banking and group regulatory relationships. The Committee also recognized his work in support of the functioning of our Board of Directors and managing investor relations.
After considering all of these factors, the Committee decided to award bonuses under the 2011-2015 Annual Incentive Plan for 2015 as follows: (i) Dominic Silvester - $2,000,000; (ii) Paul O'Shea - $1,600,000; (iii) Nick Packer - $1,600,000; (iv) Orla Gregory - $1,000,000; and (v) Mark Smith - $500,000. This reflected the Committee’s view of the executive officers’ individual and collective contributions.
Mr. Harris served as our CFO for over seven months in 2015, and under the terms of his amended employment agreement remained eligible for a bonus award. The Committee considered his contributions during the 2015 year as CFO and his efforts in the smooth transition of responsibilities to Mr. Smith in awarding him $1,000,000 under the plan.

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Long-Term Incentive Compensation
We have established the 2006 Equity Incentive Plan (the "2006 Equity Plan") to provide our employees with long-term equity-based incentive compensation, which we believe furthers our objective of aligning the interests of management and the other plan participants with those of our shareholders. The 2006 Equity Plan is administered by the Committee, which has the flexibility to make awards at various times and in varying amounts in its discretion and where particular circumstances warrant. In considering whether to make long-term equity-based compensatory awards and how to design them, the Committee takes into account shareholder dilution issues and related concerns. Shares available for issuance under the 2006 Equity Plan can also be used for the purpose of granting bonus shares, which may be issued in lieu of all or a portion of the cash bonus payments under the 2011-2015 Annual Incentive Plan.
The 2006 Equity Plan is expiring in September 2016, and we are asking shareholders to approve a new plan to replace it at the Annual General Meeting. Refer to "Proposal No. 4" for a description of the changes we have made in the proposed new plan.
SAR Awards
Several of our executive officers were granted SAR awards during 2014, which are not scheduled to vest until August 2017. The grant date fair value of these awards was reported in the Summary Compensation Table for 2014, although the awards were intended to represent the primary long-term incentive component of these executives' compensation until vesting. Mr. Harris was granted a SAR award in March 2015, which was subsequently modified upon approval of the Committee in connection with his amended employment agreement.
The 2014 SAR awards were part of the Committee's decision to reshape the compensation program by introducing an additional element of "at-risk" compensation to promote achievement of long-term Company success. As a result of adding this component to the compensation program, the Committee reduced annual incentive compensation for both the 2014 and 2015 years (in comparison to years preceding the implementation of the SARs). The Committee’s work in 2014 with the independent compensation consultant in reviewing the prevalence of long-term incentive practices at our peer companies was also a factor in this decision.
In designing these awards, the Committee sought to incentivize our executives to increase our book value per share, which we believe will lead to an increase in the value of our Company and, consequently, our stock price. The value of awards is tied directly to increases in our stock price, which closely aligns the interests of the executives with those of our shareholders. In 2013 and 2014, we began to build our active underwriting operations by acquiring Atrium and StarStone. The Committee recognized that developing and optimizing these capabilities, in particular through our development and integration of StarStone, requires time and effort in the short-term to establish the foundation for longer-term results and success. This contributed to the Committee’s decision to establish a delayed vesting period of three years from the grant date, which is designed to further motivate our executives to achieve and realize our objectives over a realistic time frame.
Noting the existing shareholdings of our executive officers and the Committee’s desire to minimize equity dilution, the Committee determined that the awards should only be able to be settled in cash, based on any appreciation in our stock price at the time of exercise. It also decided to use a limited period of exercisability of one year following vesting in order to (i) incentivize the executives to generate meaningful returns from our active underwriting strategies within the next few years and (ii) establish a limited window for realization, rather than allowing unexercised awards to span across multiple years.
Alignment of Pay and Performance
Our executive compensation program links compensation to Company and individual performance over both the short- and long-term. We believe the structure of our annual incentive plans and the decisions of our Committee with respect to bonus awards are strongly aligned with our primary corporate objective of increasing net book value per share, which is our key performance indicator, and net earnings attributable to Enstar. In addition, the Committee believes that tying the value of the existing SAR awards directly to the Company’s stock price provides alignment with an investor’s view of our performance over this time.
Other Benefits and Perquisites
We provide certain additional benefits in furtherance of our objective of retaining and attracting key talent to our Bermuda headquarters. Our executive officers participate in the same group insurance and employee benefit plans, including medical and dental insurance, long-term disability insurance and life insurance, on the same basis as our other Bermuda salaried employees. We pay the employee’s share of Bermudian government payroll and social insurance taxes for all of our Bermuda employees, including our executive officers, which we believe is common practice at other Bermuda-based public companies. Our executive officers also receive payment in lieu of a retirement

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benefit contribution, as described below in the "Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table" under "Retirement and Other Benefits." Because our business is global but our headquarters are in Bermuda, many of our executives have relocated from their home countries, which results in them maintaining a second residence or having to travel to see family who may be in a different location, and we may provide reimbursements to help defray certain costs related to such travel and living arrangements. During 2015, we reimbursed Mr. Silvester for rental expenses related to his family residence in Bermuda. We also permit the use by Mr. Silvester of an Enstar employee and administrative assistant to provide services related to personal administrative matters, and we report the Company's aggregate incremental cost of providing such services in the Summary Compensation Table.
Executive Employment Agreements
See "Executive Compensation Tables - Narrative Disclosure to Summary Compensation Table and Grants of Plan Based Awards Table - Employment Agreements with Executive Officers" below for a summary of the material terms of these employment agreements.
Post-Termination Payments
Our employment agreements with our executive officers each provide for certain benefits in the event of a change in control followed by termination of the executive’s employment for specified reasons (referred to as a "double trigger"), including a cash payment, accelerated vesting of equity awards, family medical benefits, and, in certain circumstances, payment of annual incentive bonus. We believe these benefits are common features in many of our peers’ compensation programs. See “Executive Compensation Tables - Narrative Disclosure to Summary Compensation Table and Grants of Plan Based Awards Table - Employment Agreements with Executive Officers" below for a summary of these employment agreements. The terms of the employment agreements reflect arm’s-length negotiations between us and each executive officer.
Separately from our employment agreements and equally applicable to any employee participant, our 2006 Equity Plan and annual incentive plans provide that plan participants receive certain vesting benefits upon a change in control, unless determined otherwise by the Committee. These benefits are described below in "Executive Compensation Tables - Potential Payments upon Termination or Change in Control." However, the proposed 2016 Equity Incentive Plan only provides for plan participants to receive accelerated vesting upon a change in control if the acquirer does not assume or convert the awards, or substitute new awards. In the case of performance-based awards under the proposed plan, only a pro-rata portion of the target opportunity for the performance period would accelerate upon a change in control, based on the portion of the performance period that has been completed. See "Proposal No. 4" for more detail on the proposed plan.
Clawback of Incentive Compensation
In 2016, our Board of Directors, upon recommendation of the Committee, adopted a Clawback Policy (the "Clawback Policy") that applies to all cash and equity incentive awards granted after its adoption. The Clawback Policy allows the Board of Directors or the Committee to recoup or "clawback" incentive compensation if an employee: (i) engages in misconduct pertaining to a financial reporting requirement under the federal securities laws that requires a restatement to correct an error; (ii) receives incentive compensation based on inaccurate financial or operating measure that when corrected causes significant harm to the Company; (iii) engages in any fraud, theft, misappropriation, embezzlement or dishonesty to the detriment of our financial results; or (iv) engages in conduct that is not in good faith and disrupts, damages, impairs, or interferes with our business, reputation, or employees.
In addition, our 2016-2018 Annual Incentive Program will work in conjunction with our Clawback Policy in that it allows the Committee to cancel an award if the program participant has engaged in conduct or acts determined to be materially injurious, detrimental or prejudicial to the Company's interest, and allows us to recoup any amount in excess of what the participant should have received under the terms of the award for any reason, including financial restatement, mistake in calculations or other administrative error. Awards made under our proposed 2016 Equity Incentive Plan will also be subject to the Clawback Policy. In addition to the policy, our 2006 Equity Plan and our proposed 2016 Equity Incentive Plan both provide that the Committee has the authority to require disgorgement of any profit, gain or other benefit received in respect of restricted shares, options and stock appreciation rights for a period of up to 12 months prior to the grantee’s termination for cause.
Once final rules are adopted regarding clawback requirements under the Dodd-Frank Act, we will consider and adopt any additional responsive policies required. As a publicly traded company, the mandates of the Sarbanes-Oxley Act requiring clawback of compensation under specified circumstances also apply to us.

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Other Matters
Hedging Prohibition
Under our Code of Conduct, our employees, officers, and directors are prohibited from engaging in any hedging or monetization transactions involving our securities, such as zero-cost collars and forward sale contracts, and are also prohibited from trading in derivatives in our securities, such as exchange-traded put or call options and forward transactions.
Executive Share Ownership
We currently do not require our executive officers to own a particular amount of our ordinary shares. The Committee is satisfied that the substantial equity holdings of our executive officers have been sufficient to provide motivation and align this group’s interests with the interests of our shareholders without formal share ownership guidelines. Our CEO and COOs beneficially own shares with a fair market value (as of the record date) in excess of 20 times their respective base salaries. The executive officers added in 2015 have equity holdings equal to or greater than their base salaries. Following our shareholder engagement program, the Committee continues to evaluate whether adopting share ownership guidelines would be appropriate for Enstar.
Tax and Accounting Treatment of Compensation
Section 162(m) of the Internal Revenue Code places a limit of $1,000,000 on the amount of compensation that we may deduct from our US source income in any one year with respect to certain of our executive officers. As a Bermuda-based company with limited US source income, this limitation has not historically impacted our decisions regarding executive compensation.
We account for equity compensation paid to our employees based on the guidance of the Share-Based Payment topic of the Financial Accounting Standards Board Accounting Standards Codification, which requires us to estimate and record an expense for each award of equity compensation over the service period of the award. Accounting rules also require us to record cash compensation as an expense at the time the obligation is accrued.

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Compensation Risk Assessment
As part of our risk management practices, the Committee reviews and considers risk implications of and incentives created by our executive compensation program and our compensation policies and practices for the Company as a whole. At the Committee’s direction, representatives from our risk management and legal departments conducted a risk assessment of our compensation policies and practices for executives and all employees, which was discussed and reviewed by the Committee. Through this review, the Committee has concluded that our compensation program does not create risks that are reasonably likely to have a material adverse effect on us.
In connection with this assessment, the following factors were noted:
•  The Company has a robust enterprise risk management framework.
•  With respect to 2015 executive officer compensation, the Committee had discretion in making bonus awards and other compensatory decisions based on both quantitative and qualitative factors and could take into account its subjective view of performance (thus taking risks to achieve a certain level of financial results was not incentivized). While there were no maximum limits, there were similarly no minimum threshold payouts or guarantees.
•  Most executives have meaningful equity holdings, creating alignment between the executives’ interests and our long-term objectives, which discourages inappropriate or excessive short-term risks.
•  The Committee believes that the bonus structure addresses current market conditions because the measure of net after-tax profits encompasses all aspects of our performance, including, among many other factors, market-sensitive areas such as the performance of our investment portfolio.
•  Because the bonus pool is funded annually based on a percentage of net after-tax profits, employees are not incentivized to take inappropriate or excessive risks in any particular year to the detriment of our long-term success, as doing so would negatively affect the amount of the bonus payments in future years. Executives and employees with long-term incentive compensation awards are similarly incentivized not to take excessive short-term risks that jeopardize long-term Company value.
•  The Committee believes that the executive team has driven an enterprise-wide culture that has historically stressed that only appropriate risks should be undertaken and has instilled a level of discipline across the business.
•  Employees are made aware of the design of the 2011-2015 Annual Incentive Plan and its discretionary and non-guaranteed nature.
•  We have a "no hedging" policy, and employees are prohibited from trading in derivatives of our securities.
•  We implemented a "Clawback" Policy in 2016 for all cash and equity-based incentive payments made to executive officers and other employee recipients in the event of a restatement or for conduct not in good faith.

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Compensation Committee Report
The Committee has reviewed and discussed the Compensation Discussion and Analysis set forth above with our management. Based on its review and discussions, the Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into our Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2015.
COMPENSATION COMMITTEE
B. Frederick Becker
Sandra L. Boss
Robert J. Campbell
Poul A. Winslow
 


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EXECUTIVE COMPENSATION TABLES
Summary Compensation Table
The following table sets forth compensation earned in 2015, 2014 and 2013 by our CEO, CFO and our three other executive officers serving as of December 31, 2015. Our former CFO Richard J. Harris is also included. These individuals are referred to in this proxy statement as the "executive officers."
Name and Principal Position
Year
Salary
($)
Bonus
($)
Option
Awards
($)
  
All Other
Compensation
($)
  
Total
($)
Dominic F. Silvester
2015
$
2,230,000

$
2,000,000

$

 
$
685,796

(2) 
$
4,915,796

Chief Executive Officer
2014
$
2,165,060

$
2,200,000

$
7,696,850

(1) 
$
600,326

 
$
12,662,236

 
2013
$
2,102,000

$
3,100,000

$

   
$
557,533

   
$
5,759,533

Mark W. Smith(3)
2015
$
376,984

$
500,000

$

 
$
59,058

(3) 
$
936,042

Chief Financial Officer
 
 
 
 
 
 
 
 
Paul J. O’Shea
2015
$
1,222,160

$
1,600,000

$

 
$
164,665

(4) 
$
2,986,825

Executive Vice President and Joint Chief Operating Officer
2014
$
1,186,560

$
1,750,000

$
5,644,346

(1) 
$
155,912

 
$
8,736,818

2013
$
1,152,000

$
2,650,000

$

   
$
152,456

   
$
3,954,456

Nicholas A. Packer
2015
$
1,222,160

$
1,600,000

$

 
$
164,665

(5) 
$
2,986,825

Executive Vice President and Joint Chief Operating Officer
2014
$
1,186,560

$
1,750,000

$
5,644,346

(1) 
$
155,912

 
$
8,736,818

2013
$
1,152,000

$
2,650,000

$

   
$
152,456

   
$
3,954,456

Orla M. Gregory(6)
2015
$
787,500

$
1,000,000

$

 
$
121,199

(6) 
$
1,908,699

Chief Integration Officer
 
 
 
 
 
 
 
 
Richard J. Harris(7)
2015
$
1,087,927

$
1,000,000

$
3,431,025

(8) 
$
151,242

(7) 
$
5,670,194

Former Chief Financial Officer
2014
$
1,186,560

$
1,600,000

$

   
$
155,912

 
$
2,942,472

2013
$
1,152,000

$
2,350,000

$

   
$
152,456

   
$
3,654,456

(1)
The amount reported reflects the grant date fair value of cash-settled SARs of $30.79 per SAR calculated using the Black-Scholes option-pricing model. The assumptions used in calculating these amounts are incorporated by reference to Note 17 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2015. The amounts reported do not reflect our accounting expense for these awards during the fiscal year and may not represent the amounts that our executives will actually realize from the awards. For Messrs. Silvester, O’Shea and Packer, the amounts reported are based on 250,000, 183,333, and 183,333 cash-settled SARs, respectively, granted on August 13, 2014 with an exercise price of $141.10.
(2)
All Other Compensation represents: (a) perquisites valued at aggregate incremental cost to Enstar, including (i) use of an Enstar employee and administrative assistant on work related to personal administrative matters ($198,347) and (ii) certain rental expenses in Bermuda ($222,000) for a full year in 2015 as opposed to a partial year in 2014; and (b) other compensation, including (i) payment in respect of retirement benefit contribution ($223,000) and (ii) payment of the employee's share of Bermudian payroll and social insurance tax ($42,449). Both the retirement benefit contribution and the payroll and social insurance tax payment are payments we provide to all of our Bermuda-based employees.
(3)
Mr. Smith became CFO on August 15, 2015. All Other Compensation represents other compensation, including (i) cash payment in respect of retirement benefit contribution ($37,698) and (ii) payment of the employee’s share of Bermudian payroll and social insurance tax ($21,359). Both the retirement benefit contribution and the payroll and social insurance tax payment are payments we provide to all of our Bermuda-based employees.
(4)
All Other Compensation represents other compensation, including: (i) cash payment in respect of retirement benefit contribution ($122,216) and (ii) payment of the employee’s share of Bermudian payroll and social insurance tax ($42,449). Both the retirement benefit contribution and the payroll and social insurance tax payment are payments we provide to all of our Bermuda-based employees.
(5)
All Other Compensation represents other compensation, including: (i) cash payment in respect of retirement benefit contribution ($122,216) and (ii) payment of the employee’s share of Bermudian payroll and social insurance tax ($42,449). Both the retirement benefit contribution and the payroll and social insurance tax payment are payments we provide to all of our Bermuda-based employees.

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(6)
Ms. Gregory was appointed as an executive officer on February 25, 2016. All Other Compensation represents other compensation, including: (i) cash payment in respect of retirement benefit contribution ($78,750) and (ii) payment of the employee’s share of Bermudian payroll and social insurance tax ($42,449). Both the retirement benefit contribution and the payroll and social insurance tax payment are payments we provide to all of our Bermuda-based employees.
(7)
Mr. Harris resigned from his position as CFO effective August 15, 2015, and remained with the Company until March 31, 2016, pursuant to an amended employment agreement, to facilitate a smooth transition of his responsibilities. The amended employment agreement is described under "Narrative to Summary Compensation Table and Grants of Plan Based Awards Table - Employment Agreements - Amended Employment Agreement for Richard Harris." All Other Compensation represents other compensation, including: (i) cash payment in respect of retirement benefit contribution ($108,793) and (ii) payment of the employee’s share of Bermudian payroll and social insurance tax ($42,449). Both the retirement benefit contribution and the payroll and social insurance tax payment are payments we provide to all of our Bermuda-based employees.
(8)
The amount reported reflects the grant date fair value of cash-settled SARs of $22.87 per SAR calculated using the Black-Scholes option-pricing model. The assumptions used in calculating these amounts are incorporated by reference to Note 17 to our Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015. The amounts reported do not reflect our accounting expense for these awards during the fiscal year and do not represent the amounts that Mr. Harris actually realized from the award. The amount reported is based on 150,000 cash-settled SARs granted on March 4, 2015 with an exercise price of $138.97. Under Mr. Harris' amended employment agreement, the SARs were modified such that 50,000 would vest on March 31, 2016 and expire on July 31, 2016, while 100,000 would be forfeited unless there is a change of control event prior to expiration. The Company did not recognize any additional compensation expense as a result of the modification. Mr. Harris exercised his 50,000 SARs after the vesting date and realized $1.3 million.

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Realized Pay for 2015
For 2015, realized pay and reported pay (in the Summary Compensation Table) for our CEO, COOs, and CFO were equal. For our CEO and COOs, this differed from 2014 when the vast majority of pay reported in the Summary Compensation Table related to the SAR awards granted in 2014, when we reported the full grant date fair value of the SARs as 2014 compensation even though the awards were intended to relate to a multi-year period, and the ability of our executives to realize value from these awards is contingent on our future performance.
Ms. Gregory, our CIO, realized value from vesting of a tranche of a restricted share award granted in 2010 prior to her becoming an executive officer, causing her realized pay to exceed reported pay. The bar chart below compares the amount of compensation reported in the Summary Compensation Table to the amount of compensation that our current executives realized for the year.
For our former CFO, Mr. Harris, whose SAR award was granted in March 2015, reported pay was $5.67 million compared to realized pay of $3.95 million. His realized pay was impacted by the final tranche of vesting for a restricted share award granted in 2011.
Grants of Plan-Based Awards in 2015
Name
Approval Date
Grant Date
All Other Option
Awards: Number of
Securities Underlying
Options (#)(1)
Exercise or Base Price of
the Option Awards($)
Grant Date Fair Value of
Stock and Option Awards
($)(1)
Richard J. Harris
February 25, 2015
March 4, 2015
150,000
$138.97
$3,431,025
 
(1)
Represented cash-settled SARs that were originally scheduled to vest in full on March 4, 2018 and remain exercisable for one year, with no shares of stock to be issued upon exercise. In connection with Mr. Harris' resignation and amended employment agreement, his SARs were modified as described in footnote 8 to the Summary Compensation Table; however the modification did not result in any incremental compensation cost attributable to the SAR.
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
Employment Agreements with Executive Officers
We have employment agreements with all of our executive officers. Our agreements with Messrs. Silvester, O’Shea and Packer became effective as of May 1, 2007. In April 2012, we and Messrs. Silvester, O’Shea and Packer agreed to extend the employment agreements for additional five-year terms ending December 31, 2016, and in August 2014, each agreed to extend the employment agreements for an additional year. Our employment agreements with Mr. Smith and Ms. Gregory became effective as of August 15, 2015 and August 18, 2015, respectively. All of the

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employment agreement terms end on December 31, 2017. After the current term ends, each agreement renews for additional one-year periods unless either party gives 120 days’ prior written notice to terminate the agreement.
The material terms of each of the employment agreements are substantially similar for the executives. The employment agreements also provide for certain benefits (certain restrictive covenants) upon termination of employment for various reasons, as described below in the section entitled "Potential Payments upon Termination or Change in Control."
Amended Employment Agreement Terms for Mr. Harris
In May 2015, Mr. Harris notified the Company of his intent to resign from his role as CFO, effective August 15, 2015. Prior to his resignation, Mr. Harris' employment agreement provided for substantially the same benefits as Messrs. Silvester, O'Shea, and Packer. In connection with his resignation, Mr. Harris agreed to remain with the Company in a transitional (and non-executive officer) role as Executive Vice President, Finance, and his employment agreement was amended to provide for a term that ended on March 31, 2016.
The amended agreement also provided for (i) a reduction in base salary to $75,000 per month, (ii) a performance bonus for 2015 to be determined by the Compensation Committee in its discretion, (iii) medical and dental insurance for the executive, his spouse and any dependents during the term, and (iv) payment of an amount equal to 10% of the amounts earned as base salary during the term in lieu of a retirement benefit contribution. His SAR award was modified by the Committee as described in footnote 8 to the Summary Compensation Table, resulting in no incremental compensation cost attributable to the SAR.
If Mr. Harris had been terminated without cause prior to the end of the term, he would have been entitled to continue to receive his base salary payments until the end of the term and remain eligible to receive a performance bonus. No other severance benefits were provided in the amended agreement. The amended agreement also included restrictive covenants for non-solicitation of employees until March 31, 2017 and non-competition until December 31, 2016; we subsequently agreed with Mr. Harris that the non-competition covenant would expire June 30, 2016.
Enstar Group Limited 2011-2015 Annual Incentive Compensation Program
Our Annual Incentive Plan is described in "Compensation Discussion and Analysis - Annual Incentive Compensation."
2006 Equity Plan
Our 2006 Equity Plan is expiring in September 2016, and we are asking shareholders to approve a new plan to replace it at the Annual General Meeting. Refer to "Proposal No. 4" for a description of the proposed new plan.
The 2006 Equity Plan provides that awards may be granted to participants in any of the following forms, subject to such terms, conditions and provisions as the Compensation Committee may provide: incentive stock options, nonqualified stock options, performance shares, performance share units, SARs, restricted shares, restricted share units, bonus shares and dividend equivalents.
The maximum aggregate number of ordinary shares subject to each of the following types of equity awards granted to an employee during any year under the plan is 120,000 shares: options, equity-settled SARs, performance shares, performance share units and bonus shares. Awards that may only be settled in cash, such as cash-settled SARs, are not subject to this maximum limit. The Compensation Committee has broad authority to administer the plan, including the authority to select plan participants, determine when awards will be made, determine the type and amount of awards, determine any limitations, restrictions or conditions applicable to each award, amend the terms of existing awards subject to the terms of the plan, and determine the terms of any agreement or other document that evidences an award.
Retirement and Other Benefits
We maintain retirement plans and programs for our employees in Bermuda, Australia, the United Kingdom, Europe, and the United States. On an annual basis, our Bermuda employees including our executive officers receive an amount equal to 10% of their base salaries in respect of a retirement benefit contribution. The amounts paid to each of our executive officers are included in the amounts shown in the "All Other Compensation" column of the Summary Compensation Table above. Amounts for other benefits included in the "All Other Compensation" column of the Summary Compensation Table are described in "Compensation Discussion and Analysis - Other Benefits and Perquisites."

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Outstanding Equity Awards at 2015 Fiscal Year-End
The following table sets forth information regarding all outstanding equity awards held by the executive officers at December 31, 2015.
  
 
Option Awards(1)
Stock Awards
Name
Grant Date
Number of 
securities
underlying 
unexercised
options (#) exercisable
Number of
securities
underlying
unexercised
options (#)
unexercisable
Option
Exercise
Price
Option
Expiration
Date
Number of
Shares or
Units of
Stock That
Have Not
Vested (#)
Market Value of
Shares or Units
of Stock That 
Have
Not Vested
($)
Dominic F. Silvester
August 13, 2014

250,000(2)

$
141.10

August 13, 2018


$

Paul J. O’Shea
August 13, 2014

183,333(2)

$
141.10

August 13, 2018


$

Nicholas A. Packer
August 13, 2014

183,333(2)

$
141.10

August 13, 2018


$

Orla M. Gregory
June 9, 2014
6,666(3)

13,334(3)

$
147.75

June 9, 2024


$

 
March 10, 2010




2,932

$ 439,917(4)

Richard J. Harris
March 4, 2015

150,000(5)

$
138.97

July 31, 2016


$

(1)
No shares of stock may be issued upon exercise of SARs reported in this table, all of which are only settled in cash.
(2)
Represents cash-settled SARs that vest in full on August 13, 2017 and remain exercisable for one year. No shares of stock may be issued upon exercise.
(3)
Represents cash-settled SARs granted in 2014, one-third of which vested on June 9, 2015, with the remaining two-thirds scheduled to vest on June 9, 2016 and 2017, respectively. Upon vesting, the SARs remain exercisable until June 9, 2024.
(4)
Based on $150.04 per share, the closing price of our ordinary shares on December 31, 2015. These shares fully vested on January 1, 2016.
(5)
Represents cash-settled SARs, which were modified on May 12, 2015 to provide that: (i) 50,000 vest on March 31, 2016 and would have remained exercisable until July 31, 2016 and (ii) 100,000 will remain outstanding until July 31, 2016, but shall only vest in the event of a Change in Control of the Company as defined in the 2006 Equity Plan. The 50,000 SARs that vested on March 31, 2016 were exercised April 1, 2016.
Option Exercises and Stock Vested during 2015 Fiscal Year
The following table sets forth information regarding the vesting of restricted shares held by the executive officers during the 2015 fiscal year.
  
Stock Awards
Name
Number of
Shares Acquired
on Vesting (#)
Value
Realized on
Vesting ($)
Orla M. Gregory
2,932
$448,273(1)
Richard J. Harris
12,500
$1,710,000(2)
(1)
Based on $152.89 per share, the closing price of our ordinary shares on December 31, 2014 (the last trading day before the vesting date of January 1, 2015).
(2)
Based on $136.80 per share, the closing price of our ordinary shares on February 23, 2015 (the vesting date).
Potential Payments upon Termination or Change in Control
This section describes payments that would be made to our executive officers following termination of employment or upon a change in control of the Company. In the first part of this section, we describe benefits under employment agreements and general plans that apply to any executive officer participating in those plans. We then provide estimated amounts of benefits assuming the occurrence of certain hypothetical termination events as of December 31, 2015.
Executive Officer Employment Agreements
The executive officers are entitled to certain benefits under their employment agreements upon termination of their employment. Upon termination for any reason, each is entitled to any salary, bonuses, expense reimbursement and similar amounts (including pension benefits) that were already earned, but not yet paid.

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Under the employment agreements, "cause" means: (i) fraud or dishonesty in connection with the executive’s employment that results in a material injury to us, (ii) the executive officer’s conviction of any felony or crime involving fraud or misrepresentation, (iii) a specific material and continuing failure of the executive officer to perform his/her duties following written notice and failure by the executive officer to cure such failure within 30 days, or (iv) a specific material and continuing failure of the executive officer to follow reasonable instructions of the Board following written notice and failure by the executive officer to cure such failure within 30 days.
Under the employment agreements, without "good reason" means resigning in circumstances other than: (i) a material breach by us of our obligations under the agreement following written notice and failure by us to cure such breach within 30 days, (ii) the relocation of the executive officer’s principal business office outside of Bermuda without his/her consent, or (iii) any material reduction in the executive officer’s duties or authority.
Termination for "Cause" or Voluntary Termination without "Good Reason." If we terminate the employment agreement of an executive officer for "cause," or if an executive officer voluntarily terminates his/her employment agreement with us without "good reason," we will not be obligated to make any payments to the executive officer other than amounts that have been fully earned by, but not yet paid to, the executive officer.
Termination "without Cause" or Termination with "Good Reason." The executive officer is entitled to the benefits described below if: (i) we terminate the executive officer’s employment "without cause" or (ii) the executive officer terminates his/her employment with "good reason": (A) any amounts (including salary, bonuses, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, the executive officer as of the date of termination; (B) a lump sum amount equal to three times the executive officer’s annual base salary; (C) continued medical benefits coverage for the executive officer, his/her spouse and dependents at our expense for 36 months (for Messrs. Silvester, O'Shea, and Packer) and 24 months (for Mr. Smith and Ms. Gregory); (D) vesting of each outstanding unvested equity incentive award, if any, granted to the executive officer before, on or within three years of the effective date of the employment agreement; and (E) for the year in which the executive officer’s employment terminates, provided that we achieve any performance goals established in accordance with any incentive plan in which the executive officer participates, an amount equal to the bonus that the executive officer would have received had he or she been employed by us for the full year (an "Incentive Plan Payment"). For 2015, we did not tie incentive plan payments to a specific performance target, and thus any Incentive Plan Payment would be made at the discretion of the Compensation Committee taking into account the executive officer’s performance while employed by the Company. We have made changes to this for 2016, as described in "Compensation Discussion and Analysis -- Annual Incentive Compensation."
Termination following a Change in Control. The employment agreements are "double trigger" in nature, meaning that in the event of a change in control as defined in the employment agreements, the executive officer is entitled to the prescribed employment agreement benefits only following termination of employment. Termination of employment must be either: (i) termination by us "without cause" or (ii) termination by executive only with "good reason." The termination must also occur within one year of a change in control. If these conditions are met, the executive would be entitled to the same benefits described above under "Termination without Cause/Termination with Good Reason"; however, pursuant to the award agreements, the unvested equity incentive awards currently held by executive officers would vest on an accelerated basis at the time of a change in control. This will change for future awards if the 2016 Equity Incentive Plan is approved by our shareholders, because the plan does not provide for accelerated vesting upon a Change in Control if the acquirer assumes or converts awards or substitutes new awards (as described in "Proposal No. 4").
If the executive ends his/her employment following a change in control without "good reason," the executive would receive only earned but unpaid compensation as of the termination date under his/her employment agreement.
Death of Executive. In the event of an executive officer’s death, his/her employment agreement automatically terminates, and his/her designated beneficiary or legal representatives are entitled to: (A) a lump sum payment equal to five times the executive officer’s annual base salary in effect at the time of his/her death, pursuant to life insurance benefits we maintain; (B) an Incentive Plan Payment reduced on a pro rata basis to reflect the amount of calendar days during the year that he/she was employed (a "Pro Rata Incentive Plan Payment"); and (C) continued medical benefits coverage under the employment agreement for the executive officer’s spouse and dependents for a period of 36 months (for Messrs. Silvester, O'Shea, and Packer) and 24 months (for Mr. Smith and Ms. Gregory) following death.
Disability of Executive. Either the executive officer or we may terminate his/her employment agreement if the executive officer becomes disabled, by providing 30 days’ prior written notice to the other party. Under the executive officers’ employment agreements, disability means the executive officer has been materially unable to perform his/her duties for any reason for 120 days during any period of 150 consecutive days. If the executive officer’s employment ends because of disability, then he/she is entitled to: (A) any amounts (including salary, bonuses, expense

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reimbursement, etc.) that have been fully earned by, but not yet paid to, the executive officer as of the date of such termination; (B) base salary for a period of 36 months (for Messrs. Silvester, O'Shea, and Packer) or 24 months (for Mr. Smith and Ms. Gregory) - with base salary payments being offset by any payments to the executive officer under the Company's disability insurance policies; (C) a Pro Rata Incentive Plan Payment; and (D) continued medical benefits coverage for the executive officer, his/her spouse and dependents at our expense for 36 months (for Messrs. Silvester, O'Shea, and Packer) and 24 months (for Mr. Smith and Ms. Gregory).
Restrictive Covenants. In addition, each employment agreement provides the Company with certain protections in the form of restrictive covenants, including that if the executive fails to remain employed through the current term (other than in the event of termination by the Company "without cause" or by the executive with "good reason"), he/she may not compete with us for a specified period following the date employment. Such specified periods are 18 months with respect to Messrs. Silvester, O'Shea and Packer and 12 months with respect to Mr. Smith and Ms. Gregory. The agreements also include restrictive covenants regarding non-solicitation, confidentiality, and non-disparagement.
Amended Agreement for Richard Harris. Mr. Harris' benefits are described above in "-Narrative Disclosure to Summary Compensation Table and Grants of Plan Based Awards Table."
Annual Incentive Plan
Under the Annual Incentive Plan, a change in control would accelerate payment of bonuses by changing the measurement period to determine bonuses from the calendar year to a period that begins on the first day of the calendar year and ends on the date of the change in control.
2006 Equity Plan
Under the 2006 Equity Plan, upon the occurrence of a change in control as defined in the plan: (i) forfeiture provisions and transfer restrictions with respect to restricted shares and restricted share units would immediately lapse; (ii) each option and SAR then outstanding would become immediately exercisable, and would remain exercisable throughout its entire term, unless exercised, cashed out or replaced; and (iii) any target performance goals or payout opportunities attainable under all outstanding awards of performance-based restricted stock, performance units and performance shares would be deemed to have been fully attained.
Forfeiture provisions and transfer restrictions with respect to restricted shares granted under the 2006 Equity Plan generally lapse upon a participant’s death or disability. Upon any other termination of employment, any unvested restricted shares or options are forfeited immediately. In addition, the Compensation Committee may require a grantee of restricted shares to disgorge any profit, gain or other benefit received in respect of the lapse of restrictions on any prior grant of restricted shares for a period of up to 12 months prior to grantee’s termination for cause. The disgorgement authority applicable to restricted shares would also apply to stock options. The vesting of any outstanding stock options would accelerate upon retirement, death or disability.
Changes Proposed for 2016 Equity Incentive Plan
If shareholders adopt the proposed 2016 Equity Incentive Plan, the plan's change in control provisions will not permit accelerated vesting of awards other than in circumstances described in "Proposal No. 4."


 

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Hypothetical Payments and Benefits
The following table sets forth the benefits payable to each executive officer assuming the occurrence of certain hypothetical events on December 31, 2015.
Name
Executive
Voluntary
Termination or
Company
Termination  for
Cause(1)
Executive
Termination for
Good Reason, 
Company
    Termination 
Without    
Cause(2)
  
Change in
Control
Death
Disability    
  
Dominic F. Silvester
 
 
 
 
 
 
  
Base Salary
$

$
6,690,000

(3) 
$

$

$
6,390,000

(4) 
Bonus(5)

2,000,000

   

2,000,000

2,000,000

   
Medical Benefits(6)

93,070

   

93,070

93,070

   
Life Insurance


   

11,150,000


   
Accelerated Vesting(7)

2,235,000

   
2,235,000

2,235,000

2,235,000

   
TOTAL
$

$
11,018,070

   
$
2,235,000

$
15,478,070

$
10,718,070

   
Mark Smith
 
 
 
 
 
 
  
Base Salary
$

$
2,000,000

(3) 
$

$

$
1,820,000

(4) 
Bonus(5)

500,000

   

500,000

500,000

   
Medical Benefits(6)

62,047

   

62,047

62,047

   
Life Insurance


   

5,000,000


   
TOTAL
$

$
2,562,047

   
$

$
5,562,047

$
2,382,047

   
Paul J. O’Shea
 
 
 
 
 
 
  
Base Salary
$

$
3,666,480

(3) 
$

$

$
3,366,480

(4) 
Bonus(5)

1,600,000

   

1,600,000

1,600,000

   
Medical Benefits(6)

102,547

   

102,547

102,547

   
Life Insurance


   

6,110,800


   
Accelerated Vesting(7)

1,638,997

   
1,638,997

1,638,997

1,638,997