DEF 14A of Genworth Financial Inc, Apr 8, 2024

DEF 14A of Genworth Financial Inc

Filed Apr 8, 2024 · FY20230001308179-24-000468

Open on EDGAR

  1. Executive Compensation Highlights

    Executive Compensation Highlights Compensation Program Features Our 2023 annual executive compensation program consisted of the following key elements: base salary, annual incentive, and annual long-term incentive grants (which includes performance stock units (“PSUs”) and restricted stock units (“RSUs”)). A significant portion of target executive compensation is completely at risk.

  2. Funding Outcomes for Incentive Pay Programs

    | | Payout Funding | | Results Summary | | Key Annual Incentive Financial Objectives | | Above Target | The Enact mortgage insurance business exceeded its goals for adjusted operating income, adjusted return on equity and expense ratio. The U.S. Life Insurance business exceeded its internal targets in 2023 for IFA approvals and premium rate actions filed under our multi-year rate action plan, GLIC core pre-tax statutory income and customer service experience and operations. Investments income, purchase yields, and impairments performance all exceeded targets. | | Key Annual Incentive Non-Financial Objectives | | Above Target | The company returned capital to stockholders through share buybacks, opportunistically repurchased debt, and managed the company’s leverage ratio below 25%. Strengthened and expanded the focus on human capital through enhancing employee engagement, diversity, equity, and inclusion efforts, and received “Top Workplace” designation in Richmond, Virginia and Stamford, Connecticut. | | Long-Term Financial Objectives | | Above Target | Our 2021-2023 PSU awards payout was driven by Adjusted Operating Income and strong Total Shareholder Return (“TSR”). |

  3. Funding Outcomes for Incentive Pay Programs

    | Outreach to our Stockholders Representing 54% of Shares Outstanding | | Discussed the following key topics: ●Director Compensation ●Pay-versus-Performance Disclosures ●Corporate Governance, Board Composition and Oversight of Risk ●Executive Compensation Programs ●Officer Exculpation ●Sustainability ●Implementation of New U.S. GAAP Accounting Guidance |

  4. Sustainable Compassion & Care

    | We believe that effective corporate governance helps promote the long-term interests of our stockholders and strengthens Board and management oversight and accountability. We have created a governance framework that ensures we have a culture of management accountability, which helps us to uphold Genworth’s commitment to corporate responsibility and protects the interests of our stakeholders. |

  5. Director Bios

    Director Bios G. Kent Conrad, 76, Independent Director Former U.S. Senator

  6. Director Bios

    | Committees: ●Nominating and Corporate Governance (Chair) ●Risk Director Since: March 2013 | QUALIFICATIONS Sen. Conrad brings to the Board extensive knowledge of and insights into public policy, fiscal affairs, government relations and regulatory affairs through his 26 years serving as a U.S. Senator for North Dakota. During his service as a United States senator, Sen. Conrad successfully negotiated the budget for the United States as Chairman of the Senate Budget Committee, oversaw Social Security and Medicare programs and U.S. tax policy as a Senior Member of the Senate Finance Committee, and helped oversee the Intelligence function of the United States as a member of the Senate Select Committee on Intelligence. Sen. Conrad’s formidable experience in both Federal and State government positions brings significant leadership experience and a valuable perspective to his role as Chair of the Nominating and Corporate Governance Committee, as well as the Board’s handling of governance, risk, and regulatory issues, and the company’s engagement with regulators on certain public policy issues. | | | | | | | | SKILLS | | | | | | | | | Risk Management | | Corporate Governance/ Public Company Board | | Healthcare/Medical | | | | Public Policy/Regulatory | | International | | |

  7. PROFESSIONAL EXPERIENCE

    PROFESSIONAL EXPERIENCE

  8. PROFESSIONAL EXPERIENCE

    | ● | Strategic advisor to Molina Healthcare, Inc. since 2014 | | ● | Advisor to the CEO of the Baltimore Orioles since 2020 | | ● | U.S. Senator representing the State of North Dakota from January 1987 to January 2013 | | ● | Chairman or Ranking Member of the Senate Budget Committee for 12 years, Senior Member of the Senate Finance Committee and Member of the Senate Select Committee on Intelligence | | ● | Tax Commissioner for the State of North Dakota from 1981 to 1986 and Assistant to the Tax Commissioner from 1974 to 1980 |

  9. PROFESSIONAL EXPERIENCE

    | ● | Co-chair of the Economic Advisory Board for The American Edge Project since 2022 | | ● | Member of the board of directors of the Committee for a Responsible Federal Budget since 2014 | | ● | Senior Fellow for the Bipartisan Policy Center since 2014 |

  10. PROFESSIONAL EXPERIENCE

    | 18 | Genworth Financial, Inc. |

  11. PROFESSIONAL EXPERIENCE

    Karen E. Dyson, 64, Independent Director Lieutenant General, U.S. Army, Retired

  12. PROFESSIONAL EXPERIENCE

    | Committees: ●Audit ●Management Development and Compensation (Chair) Director Since: December 2020 | QUALIFICATIONS Lt. Gen. Karen Dyson is a qualified financial expert, whose distinguished military career spanned more than 35 years. During her career, she led efforts building, executing and reporting on the Army’s multi-appropriation budget; commanded units and led troops in war operations; and led strategic transformation initiatives. Lt. Gen. Dyson is a strategic leader with corporate governance, risk oversight and management development and compensation experience. Her extensive financial management and board experience also provide the Board with critical insight into corporate financials, macroeconomic trends and risk mitigation. Her background in financial oversight, talent development and succession planning in the U.S. Army, along with her development of the framework for the Army’s first ever financial statements audit, position her well to chair the Management Development and Compensation Committee and serve on the Audit Committee. | | | | | | | | | | SKILLS | | | | | | | | | | | Financial/ Investment | | Risk Management | | Corporate Governance/ Public Company Board | | Public Policy/ Regulatory | | | | Technology/ Information & Cybersecurity | | Mergers and Acquisition/ Restructuring | | International | | |

  13. PROFESSIONAL EXPERIENCE

    PROFESSIONAL EXPERIENCE

  14. PROFESSIONAL EXPERIENCE

    | ● | Military Deputy to the Assistant Secretary of the Army for Financial Management and Comptroller from August 2014 to August 2017 | | ● | First female finance officer to achieve three-star general officer rank in August 2014 | | ● | National Association of Corporate Directors (NACD) Directorship Certified |

  15. PROFESSIONAL EXPERIENCE

    | ● | Director of USAA Federal Savings Bank since October 2017 (serving as nominations and governance committee chair) | | ● | Director of CALIBRE Systems, Inc. since October 2018 (serving as audit committee chair) | | ● | Director of Army Emergency Relief Organization since 2020 |

  16. PROFESSIONAL EXPERIENCE

    | 2024 Proxy Statement | 19 |

  17. PROFESSIONAL EXPERIENCE

    Jill R. Goodman, 57, Independent Director Managing Director, Foros Advisors LLC

  18. PROFESSIONAL EXPERIENCE

    | Committees: ●Management Development and Compensation ●Nominating and Corporate Governance Director Since: March 2021 | QUALIFICATIONS Ms. Goodman has a distinguished background in strategic advisory work, with more than 25 years of experience advising corporations on mergers and acquisitions, including issues related to capital structure and financing. As a result of these experiences, she has a sharp understanding of how to assess organic business plans and create and execute concrete plans to enhance long-term value creation. As a former corporate and securities lawyer, Ms. Goodman also brings important insights in those areas to the Board. Given her particular expertise in complex corporate governance matters and long history in the boardroom as both a director and advisor, she is a valuable member of both the Nominating and Corporate Governance and Management Development and Compensation Committees. | | | | | | | | SKILLS | | | | | | | | | CEO/Business Head | | Financial/Investment | | Risk Management | | | | Corporate Governance/ Public Company Board | | Healthcare/ Medical | | Mergers and Acquisition/ Restructuring |

  19. PROFESSIONAL EXPERIENCE

    PROFESSIONAL EXPERIENCE

  20. PROFESSIONAL EXPERIENCE

    | ● | Managing Director of Foros Advisors LLC, a strategic financial and mergers and acquisitions advisory firm, since November 2013 | | ● | Managing Director and Head, Special Committee and Fiduciary Practice—U.S. at Rothschild & Co. from 2010 to October 2013 | | ● | Managing Director in the Mergers & Acquisitions and Strategic Advisory Group of, and various prior positions with, Lazard from 1998 to 2010 |

  21. PROFESSIONAL EXPERIENCE

    | ● | Director of Cboe Global Markets, Inc. (BATS: CBOE), a leading provider of trading, clearing and investment solutions to market participants around the world, since 2012 (serving as finance and strategy committee chair and as a member of the executive and nominating and governance committees) | | ● | Director of Cover Genius Pty Ltd, a private global insurance technology company, since February 2022 (serving as audit and risk committee chair and as a member of the compensation committee) |

  22. PROFESSIONAL EXPERIENCE

    | 20 | Genworth Financial, Inc. |

  23. PROFESSIONAL EXPERIENCE

    Melina E. Higgins, 56, Non-Executive Chair of the Board Former Partner, The Goldman Sachs Group, Inc.

  24. PROFESSIONAL EXPERIENCE

    | Committees: ●Audit ●Management, Development and Compensation Director Since: September 2013 | QUALIFICATIONS Ms. Higgins is a qualified financial expert and has extensive financial services and investment experience. Having spent nearly 20 years building and leading a successful investment business at Goldman Sachs, Ms. Higgins is well-versed in portfolio management, assessing market risks and building businesses. During her tenure on the Board, Ms. Higgins has also served on all of Genworth’s standing Board committees. Ms. Higgins’ skills, extensive experience on numerous public and private companies’ boards and service on all of the Board’s standing committees, are valuable in her role as Board Chair and as a member of the Audit and Management Development and Compensation Committees. | | | | | | | | | | SKILLS | | | | | | | | | | | CEO/Business Head | | Financial/ Investment | | Risk Management | | Corporate Governance/ Public Company Board | | | | Healthcare/ Medical | | Mergers and Acquisition/ Restructuring | | International | | |

  25. PROFESSIONAL EXPERIENCE

    PROFESSIONAL EXPERIENCE

  26. PROFESSIONAL EXPERIENCE

    | ● | Retired in 2010 from a nearly 20-year career in various positions at The Goldman Sachs Group, Inc., where she served as Managing Director from 2001 and as Partner from 2002 | | ● | Other notable positions during her tenure include Head of the Americas for Private Debt; Co-Chairperson of the Investment Advisory Committee for the GS Mezzanine Partners funds; and a member of the Investment Committee for the Principal Investment Area (one of the largest alternative asset managers in the world), which oversaw and approved global private equity and private debt investments |

  27. PROFESSIONAL EXPERIENCE

    | ● | Director of Viatris Inc. (Nasdaq: VTRS) since November 2020 (serving as non-executive chair, finance committee chair and executive committee chair) | | ● | Non-Executive Chair of the Board of Antares Midco, Inc. since January 2016 | | ● | Member of the Women’s Leadership Board of Harvard University’s John F. Kennedy School of Government since March 2015 | | ● | Former director of Mylan N.V. (Nasdaq: MYL) from February 2013 to November 2020 | | ● | Former director of NextGen Acquisition Corp. II (Nasdaq: NGCA) from March 2021 to December 2021 |

  28. PROFESSIONAL EXPERIENCE

    | 2024 Proxy Statement | 21 |

  29. PROFESSIONAL EXPERIENCE

    Thomas J. McInerney, 67 President and Chief Executive Officer, Genworth Financial, Inc.

  30. PROFESSIONAL EXPERIENCE

    | Committees: None Director Since: January 2013 | QUALIFICATIONS Mr. McInerney brings to his role extensive knowledge of the insurance and financial services industries and risk management within those industries through his more than 40 years of experience, including previous leadership roles at ING Groep NV, Aetna and Boston Consulting Group, Inc. Mr. McInerney’s broad operating experience over many decades leading complex global insurance businesses provides Genworth with important, well-informed insights into navigating market dynamics, establishing new business lines and leading organizations through significant change. | | | | | | | | | | SKILLS | | | | | | | | | | | CEO/Business Head | | Financial/ Investment | | Risk Management | | Corporate Governance/ Public Company Board | | | | Industry | | Healthcare/ Medical | | Marketing | | Public Policy/ Regulatory | | | | Mergers and Acquisition/ Restructuring | | International | | | | |

  31. PROFESSIONAL EXPERIENCE

    PROFESSIONAL EXPERIENCE

  32. PROFESSIONAL EXPERIENCE

    | ● | President and Chief Executive Officer of Genworth since January 2013 | | ● | Senior Advisor to the Boston Consulting Group, Inc. from June 2011 to December 2012, providing consulting and advisory services to leading insurance and financial services companies in the United States and Canada | | ● | Member of ING Groep NV’s Management Board for Insurance from October 2009 to December 2010, where he was the Chief Operating Officer of ING Groep NV’s insurance and investment management business worldwide | | ● | Variety of senior roles with ING Groep NV and leadership positions with Aetna Inc., where he began his career as an insurance underwriter in June 1978 |

  33. PROFESSIONAL EXPERIENCE

    | ● | Director of Enact Holdings, Inc. (Nasdaq: ACT), a majority-owned subsidiary of Genworth, since its IPO in September 2021 | | ● | Director of United Way Worldwide since 2023 | | ● | Director of Virginia Learns since 2022 | | ● | Director of Global Research Institute at William & Mary since 2021 | | ● | Chair of the Board at Virginia Ready since 2023 | | ● | Member of the American Council of Life Insurers since 1995 and serves, and has served, on its CEO Steering Committees and Board |

  34. PROFESSIONAL EXPERIENCE

    | 22 | Genworth Financial, Inc. |

  35. PROFESSIONAL EXPERIENCE

    Howard D. Mills, III, 59, Independent Director Executive Vice President of Business Development and External Affairs, beeXact

  36. PROFESSIONAL EXPERIENCE

    | Committees: ●Nominating and Corporate Governance ●Risk Director Since: March 2021 | QUALIFICATIONS Mr. Mills has extensive experience leading global insurance regulatory functions for both private and government entities, including at Deloitte LLP as Global Insurance Regulatory Leader and as Superintendent of the New York State Insurance Department. During his tenure as Superintendent, Mr. Mills worked closely with insurance companies to advance critical regulations and led the New York Department’s transition to risk-based examinations. As Senior Advisor to McKinsey & Company, Mr. Mills advises boards and executives on regulatory and reputational risk, executive positioning, strategy, environmental, social and governance (“ESG”) matters, financial communications, crisis management, mergers and acquisitions and public policy, allowing him to provide significant insights to the Board on these topics. Mr. Mills also brings to the Nominating and Corporate Governance and Risk Committees a keen understanding of state insurance regulatory frameworks and agencies, as well as various aspects of risk preparedness, including enterprise risk and strategic risk. | | | | | | | | | | SKILLS | | | | | | | | | | | Risk Management | | Corporate Governance/ Public Company Board | | Industry | | Healthcare/ Medical | | | | Marketing | | Public Policy/ Regulatory | | Technology/ Information & Cybersecurity | | International |

  37. PROFESSIONAL EXPERIENCE

    PROFESSIONAL EXPERIENCE

  38. PROFESSIONAL EXPERIENCE

    | ● | Executive Vice President of Business Development and External Affairs of beeXact, a geospatial data management/EngineeringTech company that designs fiber optic networks and provides municipal digital twin services, since 2021 | | ● | Senior Advisor to McKinsey & Company since 2021 | | ● | Managing Director and Global Insurance Regulatory Leader at Deloitte LLP from 2007 to May 2019, serving Deloitte LLP’s largest U.S. and global insurance clients | | ● | Superintendent of the New York State Insurance Department from 2005 to 2006 | | ● | Served three terms in the New York State Assembly from 1999 to 2004, where he was Deputy Minority Leader and a member of the National Council of Insurance Legislators | | ● | NACD Governance Fellow |

  39. PROFESSIONAL EXPERIENCE

    | ● | Director of The Doctors Company Group since May 2019, the largest physician-owned medical liability insurer in the U.S. (serving as a member of the audit committee and technology and cybersecurity committee) | | ● | President and Director of the Insurance Federation of New York since 2020 | | ● | Trustee of The Institutes Griffith Insurance Education Foundation since 2011 | | ● | Former director of Ensight, a SaaS insurance sales platform, from June 2019 to January 2022 |

  40. PROFESSIONAL EXPERIENCE

    | 2024 Proxy Statement | 23 |

  41. PROFESSIONAL EXPERIENCE

    Robert P. Restrepo Jr., 73, Independent Director Former Chairman and President and Chief Executive Officer, State Auto Financial Corporation

  42. PROFESSIONAL EXPERIENCE

    | Committees: ●Audit (Chair) ●Management Development and Compensation Director Since: December 2016 | QUALIFICATIONS Mr. Restrepo is a qualified financial expert and has more than 40 years of insurance, finance and risk management experience after serving as the Chairman, President and Chief Executive Officer of State Auto Financial Corporation and holding other roles at several of the country’s leading insurers. Mr. Restrepo brings to the Board deep knowledge of and perspective on leading corporate governance, organizational management, strategic planning and risk mitigation. His extensive experience leading large insurance companies is vital to his role as Chair of the Audit Committee and his service on the Management Development and Compensation Committee. | | | | | | | | | | SKILLS | | | | | | | | | | | CEO/Business Head | | Financial/ Investment | | Risk Management | | Corporate Governance/ Public Company Board | | | | Industry | | Marketing | | Public Policy/ Regulatory | | Technology/ Information & Cybersecurity | | | | Mergers and Acquisition/ Restructuring | | | | | | |

  43. PROFESSIONAL EXPERIENCE

    PROFESSIONAL EXPERIENCE

  44. PROFESSIONAL EXPERIENCE

    | ● | Retired from State Auto Financial Corporation in 2015, having served as its Chairman from 2006 to December 2015 and as its President and Chief Executive Officer from 2006 to May 2015 | | ● | Over 40 years of insurance industry experience, having held executive roles at Main Street America Group, Inc., The Hanover Insurance Group Inc. (formerly Allmerica Financial Corp.), The Travelers Companies, Inc. and Aetna Inc. | | ● | NACD Directorship Certified | | ● | Professional Director – Public Company credential from the American College of Corporate Directors |

  45. PROFESSIONAL EXPERIENCE

    | ● | Director of RLI Corp. (NYSE: RLI), a property and casualty insurance company, since July 2016 (serving as chair of the nominating/governance committee and as a member of the finance and investment committee) | | ● | Director of Enact Holdings, Inc. (Nasdaq: ACT), a majority-owned subsidiary of Genworth, since its IPO in September 2021 (serving as a member of the audit and nominating and corporate governance committees) | | ● | Director of The Larry H. Miller Group of Companies since November 2015 | | ● | Former director of Majesco, a provider of insurance software and consulting services, from August 2015 to September 2020 |

  46. PROFESSIONAL EXPERIENCE

    | 24 | Genworth Financial, Inc. |

  47. PROFESSIONAL EXPERIENCE

    Elaine A. Sarsynski, 68, Independent Director Former Chairwoman, Chief Executive Officer and President, MassMutual International

  48. PROFESSIONAL EXPERIENCE

    | Committees: ●Audit ●Risk (Chair) Director Since: March 2022 | QUALIFICATIONS Ms. Sarsynski is a qualified financial expert and has extensive experience as both an executive and director at certain of the nation’s largest insurance companies, including MassMutual and Aetna. In her decades of service at both public and private companies, she has led strategic turnarounds for global businesses and overseen significant growth and risks across business units and geographies. Ms. Sarsynski provides the Board with strong experience in financial services, insurance, compliance, risk management, operations, investments and real estate. These experiences position her well to chair the Risk Committee and serve on the Audit Committee. | | | | | | | | | | SKILLS | | | | | | | | | | | CEO/Business Head | | Financial/ Investment | | Risk Management | | Corporate Governance/ Public Company Board | | | | Industry | | Marketing | | Public Policy/ Regulatory | | Technology/ Information & Cybersecurity | | | | Mergers and Acquisition/ Restructuring | | International | | | | |

  49. PROFESSIONAL EXPERIENCE

    PROFESSIONAL EXPERIENCE

  50. PROFESSIONAL EXPERIENCE

    | ● | Chairwoman, Chief Executive Officer and President of MassMutual International from 2006 to 2017 | | ● | President of MassMutual Retirement Services from 2008 to 2016 | | ● | Executive Vice President from 2006 to 2017 of MassMutual, member of MassMutual’s Office of the Chief Executive Officer from 2008 to 2017 and Chief Administrative Officer of MassMutual from September 2005 to 2008 | | ● | Managing Director at Babson Capital Management LLC, a MassMutual subsidiary in 2005 | | ● | Served two elected terms as First Selectman for the town of Suffield, Connecticut from 2001 to 2005 | | ● | Founded Sun Consulting Group LLC in 1998, offering real estate advisory and consulting services | | ● | Multiple senior management positions for 17 years at Aetna Inc., overseeing segments of the company’s Investments Division and leading the Corporate Finance Department | | ● | NACD CERT certificate in Cybersecurity Oversight earned in 2023 | | ● | FINRA Registrations for Series 7 and 24 from 2009 to 2019 |

  51. PROFESSIONAL EXPERIENCE

    | ● | Director of TI Fluid Systems PLC (LSE: TIFS) since 2018 | | ● | Director of Horizon Technology Finance Corporation (Nasdaq: HRZN, NYSE: HTFB, HFTC) since 2012 | | ● | Director of Horace Mann Educators Corporation (NYSE: HMN) since 2021 | | ● | Former director of AXA S.A. from 2018 to 2021 |

  52. PROFESSIONAL EXPERIENCE

    | 2024 Proxy Statement | 25 |

  53. PROFESSIONAL EXPERIENCE

    Ramsey D. Smith, 56, Independent Director Founder and Chief Executive Officer, ALEX.fyi

  54. PROFESSIONAL EXPERIENCE

    | Committees: ●Nominating and Corporate Governance ●Risk Director Since: March 2021 | QUALIFICATIONS Mr. Smith has extensive experience in securities and annuities businesses, having spent more than 20 years leading equity derivatives teams and as a mergers and acquisitions analyst with The Goldman Sachs Group, Inc. and Credit Suisse AG, respectively, as well as founding and leading ALEX.fyi, a retirement solutions company, and ALEXIncome, a retirement consulting company. His experience developing and launching a new business venture provides valuable insight as the company pursues growth and establishes new business lines. Mr. Smith brings to the Board, along with the Nominating and Corporate Governance and Risk Committees, a deep understanding of risk management, finance and insurance markets. | | | | | | | | | | SKILLS | | | | | | | | | | | CEO/Business Head | | Financial/ Investment | | Risk Management | | Corporate Governance/ Public Company Board | | | | Industry | | Marketing | | Public Policy/ Regulatory | | Technology/ Information & Cybersecurity | | | | Mergers and Acquisition/ Restructuring | | International | | | | |

  55. PROFESSIONAL EXPERIENCE

    PROFESSIONAL EXPERIENCE

  56. PROFESSIONAL EXPERIENCE

    | ● | Founder and CEO of ALEX.fyi, a retirement solutions company, since 2016 and founding partner of ALEXIncome, a retirement consulting company, since 2023 | | ● | Various positions at The Goldman Sachs Group, Inc. for two decades from 1995 to 2016, most recently as Managing Director, Equity Derivative Sales, Head of Insurance ○Built out the Life Insurance business at The Goldman Sachs Group, Inc. from 2007 to 2016 | | ● | Analyst at Credit Suisse AG from 1990 to 1993 |

  57. PROFESSIONAL EXPERIENCE

    | ● | Active in philanthropic activities, including serving on the Board of Sponsors for Educational Opportunity since 2008 and previously serving for 6 years on the Board of Trustees at the Dalton School in New York City |

  58. PROFESSIONAL EXPERIENCE

    | 26 | Genworth Financial, Inc. |

  59. PROFESSIONAL EXPERIENCE

    Board’s Director Nominee Selection

  60. Core Qualities

    | ●highest personal and professional ethics, integrity and values; ●commitment to representing the long-term interests of our stockholders; ●inquisitive and objective perspective, practical wisdom and mature judgment; ●a distinct skill set of value to the Board and the company when viewed alone and in combination with the skills of other directors; ●willingness and ability to devote sufficient time to carrying out his or her duties and responsibilities effectively; and ●commitment to serve on the Board for an extended period of time. |

  61. Board Oversight of Succession Planning for CEO and Senior Executives

    | Responsible Party | Oversight Area for Succession Planning | | Board | Oversight of succession plans for the CEO, including both short- and long-term contingency plans. | | Compensation Committee | Primary oversight responsibility for CEO and senior executive succession plans. | | Management | Our Chief Human Resources Officer supports the oversight responsibilities related to succession planning for senior executives and other key roles and involves applicable management personnel to develop and implement programs to attract and develop talent for future leadership positions. In addition, our CEO provides important input in succession planning for senior executive positions. |

  62. 2023 Changes to Director Compensation

    2023 Changes to Director Compensation As part of the Governance Committee’s review for 2023 compensation, Meridian Compensation Partners, LLC was engaged to provide competitive market data and advice regarding non-management director compensation. The Governance Committee believes it is best practice to utilize the same compensation consultant advising the Compensation Committee to ensure consistency and alignment with the market data and analysis. Based on its review, the Governance Committee recommended to the Board, and the Board adopted, an updated compensation structure for non-management directors effective in 2023. To simplify the company’s non-management director compensation and benefits program and better align with general market practice, the Governance Committee and the Board approved a change in the form, frequency and timing of non-management director equity grants, effective as of the date of the 2023 Annual Meeting of Stockholders. Specifically, the Governance Committee and the Board approved:

  63. 2023 Changes to Director Compensation

    | ● | a change in the form of non-management director equity grants from deferred stock units (“DSUs”) to RSUs; | | ● | a change from quarterly equity grants to an annual equity grant aligned with the date of the Annual Meeting of Stockholders; and | | ● | a change from equity grants being awarded in arrears for prior service to equity grants being awarded on a prospective basis for future service, subject to a one-year vesting requirement. |

  64. 2023 Changes to Director Compensation

    | Changed in 2023 ●Equity Grants ●Changed to RSUs ●Awarded annually ●Awarded on prospective basis ●Audit Committee Chair retainer increased by $10,000 ●No other changes to Director Compensation made |

  65. 2023 Changes to Director Compensation

    To facilitate the transition, the Governance Committee and the Board approved a pro rata grant of DSUs for the period from April 1, 2023 to May 18, 2023 (the “bridge grant”). The amount reported in the “Stock Awards” column of the 2023 Director Compensation Table below reflects this transition and includes the following:

  66. 2023 Changes to Director Compensation

    | ● | one quarterly grant of DSUs in the first quarter of fiscal 2023, | | ● | the “bridge grant” of DSUs, and | | ● | the prospective annual grant of RSUs awarded following the 2023 Annual Meeting of Stockholders. |

  67. 2023 Changes to Director Compensation

    The Governance Committee and the Board also increased the Audit Committee Chair retainer from $25,000 to $35,000, effective January 1, 2023. No other changes to non-management directors’ pay levels were approved.

  68. 2023 Changes to Director Compensation

    | PAY COMPONENT(1)(5) | FROM | TO | DESCRIPTION OF 2023 CHANGE | | Annual Cash Retainer(2) | $120,000 | $120,000 | No Change | | Annual Equity Retainer(3) | $150,000 DSUs(4) | $150,000 RSUs | Change in Form, Frequency and Timing Only | | Annual Retainer Total | $270,000 | $270,000 | No Change | | Committee Chair Retainers(2) | | | | | Audit | $25,000 | $35,000 | $10,000 increase | | MDCC | $22,500 | $22,500 | No Change | | Other Committees | $20,000 | $20,000 | No Change | | Additional Non-Executive Chair Cash Retainer(2) | $80,000 | $80,000 | No Change | | Additional Non-Executive Chair Equity Retainer(3) | $120,000 DSUs(4) | $120,000 RSUs | Change in Form, Frequency and Timing Only |

  69. 2023 Changes to Director Compensation

    | 54 | Genworth Financial, Inc. |

  70. 2023 Changes to Director Compensation

    | (1) Limit on Maximum Number of Shares. Pursuant to the 2021 Omnibus Incentive Plan, the maximum number of shares that may be granted in any calendar year to any non-management director is limited to a number that, combined with any cash fees or other compensation paid to such non-management director, shall not exceed $750,000 in total value. | | (2) Timing of Retainer Cash Payments. Each non-management director is paid the annual cash retainer in quarterly installments following the end of each quarter of service. As additional compensation for service as chair of a committee, each chair receives an additional annual cash retainer payable in quarterly installments. As additional compensation for service as Non-Executive Chair, the Non-Executive Chair receives the Non-Executive Chair cash retainer in quarterly installments following the end of each quarter of service. Instead of receiving cash payments, non-management directors and the Non-Executive Chair may elect to have 100% of the annual cash retainer and the Additional Non-Executive Chair Cash Retainer paid in RSUs. | | (3) Equity Retainer. The annual equity retainer for non-management directors and additional Non-Executive Chair Equity Retainer are paid in RSUs, awarded annually on a prospective basis on the date of the Annual Meeting of Stockholders. The number of RSUs granted is determined by dividing the RSU value to be delivered by the average closing price of our common stock on the 20 trading days preceding the date of grant. Each RSU represents the right to receive one share of our common stock in the future, subject to a one-year vesting period. RSUs accumulate regular quarterly dividends, if any, which are reinvested in additional RSUs. As elected by each director, RSUs will be settled in shares of common stock on a one-for-one basis (i) upon vesting on the one-year anniversary of the grant date (or earlier upon termination of service as a director due to retirement (pro rata), death or disability, or a Change of Control, as defined in the 2021 Genworth Financial, Inc. Omnibus Incentive Plan), (ii) if elected by the director, upon termination of service as a director, or (iii) if elected by the director, in a year selected by the director (or earlier upon death or a Change of Control). | | (4) DSUs. As noted above, prior to the 2023 Annual Stockholders Meeting, equity awards to non-management directors were granted in the form of DSUs. The number of DSUs granted was determined by dividing the DSU value to be delivered by the average closing price of our common stock on the 20 trading days preceding the date of grant. Each DSU represents the right to receive one share of our common stock in the future, following termination of service as a director, as set forth below. DSUs accumulate regular quarterly dividends, if any, which are reinvested in additional DSUs. The DSUs will be settled in shares of common stock on a one-for-one basis beginning one year after the director leaves the Board in a single installment or installments over ten years, at the election of the director. Additionally, grants of DSUs, regardless of whether a non-management director elects to convert his DSUs on a single date or in a series of annual installments, will convert and settle in shares of common stock earlier upon the death of the non-management director. | | (5) The company also offers a matching gift program that provides for the matching of employee and director charitable contributions pursuant to contribution guidelines established by the Genworth Foundation. Each non-management director is eligible for such charitable contributions to be matched on a 50% basis, up to a maximum matching contribution of $10,000 during any calendar year. Non-management directors are also reimbursed for reasonable travel and other Board-related expenses, including expenses to attend Board and committee meetings, other business-related events and director education seminars, in accordance with policies approved from time to time. |

  71. 2023 Changes to Director Compensation

    The table below illustrates the transition of our non-management director equity grants. The table shows an increase in non-management director compensation from 2022 to 2023 due to the transition from awards of DSUs granted in arrears to awards of RSUs granted on a prospective basis. This increase in 2023 was an anomaly, and after the transition period of 2023, non-management director compensation will normalize and be comparable year-over-year, subject to any further actions taken by the Governance Committee and the Board. Although not included in the illustration table, the same transition in form, frequency and timing also occurred with respect to the additional non-executive chair equity retainer received by Melina Higgins, resulting in a similar increase in 2023.

  72. 2023 Changes to Director Compensation

    | 2024 Proxy Statement | 55 |

  73. 2023 Director Compensation Table

    2023 Director Compensation Table The following table sets forth information concerning compensation paid or accrued by us in 2023 to our non-management directors:

  74. 2023 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | All Other Compensation ($)(4) | Total ($)(5) | | G. Kent Conrad | 140,000 | 195,357 | 7,750 | 343,107 | | Karen E. Dyson | 142,500 | 195,357 | 10,000 | 347,857 | | Jill R. Goodman | 120,000 | 195,357 | — | 315,357 | | Melina E. Higgins | 200,000 | 351,642 | 10,000 | 561,642 | | Howard D. Mills, III | 120,000 | 195,357 | — | 315,357 | | Robert P. Restrepo Jr. | 155,000 | 195,357 | 5,000 | 355,357 | | Elaine A. Sarsynski | 65,495 | 320,357 | — | 385,852 | | Ramsey D. Smith | 120,000 | 195,357 | 1,250 | 316,607 |

  75. 2023 Director Compensation Table

    | (1) Amounts include the portion of the annual retainer (described above) that was paid in cash. Amounts also include applicable committee chair fees and the cash portion of the retainer for the Non-Executive Chair of the Board of Directors. Ms. Sarsynski received her 2023-2024 annual cash retainer as stock awards. Ms. Sarsynski’s 2023 cash earnings include Q1 and prorated Q2 payments made prior to 2023-2024 annual cash retainer. | | (2) Reflects the aggregate grant date fair value of DSUs and RSUs, determined in accordance with FASB ASC Topic 718. The fair value of stock unit awards under Topic 718 typically equals the price of the underlying stock on the date of grant; however, amounts in the table are lower because the DSUs do not convert to transferable shares until one year after the director leaves the Board of Directors, and Topic 718 provides that the impact of transferability restrictions that remain in place after an award of stock based compensation vests may be considered when determining the fair value of the award for accounting purposes. The Finnerty option pricing model was, therefore, used to factor in these post-vest holding requirements with the following assumptions: (i) expected post vesting restriction period of (1-24) years; (ii) expected volatility of 82.0%; (iii) risk-free interest rate of 1.60%; (iv) expected dividend yield of 0.00%; and (v) calculated discount for post vest restriction period of 30.34%. Value of stock awards was higher in 2023 due to the transition from quarterly DSUs to annual RSUs and will normalize in 2024. For more information, see 2023 Changes to Director Compensation above. | | (3) The following table shows for each non-management director the total number of RSUs and DSUs held as of December 31, 2023 (rounded down to the nearest whole share): |

  76. 2023 Director Compensation Table

    | Name | Total Number of DSUs Held as of December 31, 2023 | Total Number of RSUs Held as of December 31, 2023 | | G. Kent Conrad | 263,530 | 27,412 | | Karen E. Dyson | 72,659 | 27,412 | | Jill R. Goodman | 70,009 | 27,412 | | Melina E. Higgins | 311,169 | 49,342 | | Howard D. Mills, III | 70,009 | 27,412 | | Robert P. Restrepo Jr. | 192,102 | 27,412 | | Elaine A. Sarsynski | 40,698 | 49,342 | | Ramsey D. Smith | 70,009 | 27,412 |

  77. 2023 Director Compensation Table

    | (4) Amounts reflect company charitable match contributions. | | (5) Amounts reflect the 2023 changes to non-management director compensation. See illustration table above regarding the transition of our non-management director equity grants from awards of DSUs granted in arrears to awards of RSUs granted on a prospective basis to show the anomaly in increased compensation in 2023. Although not included in the illustration table, the same transition in form, frequency and timing also occurred with respect to the additional non-executive chair equity retainer received by Melina Higgins, resulting in a similar increase in 2023. |

  78. 2023 Director Compensation Table

    | 56 | Genworth Financial, Inc. |

  79. 2023 Director Compensation Table

    Director Stock Ownership Policy To help promote the alignment of the personal interests of the company’s non-management directors with the interests of our stockholders, we have established a robust stock ownership policy for all non-management directors. Under the policy, each non-management director is expected to accumulate and hold shares of Genworth common stock having a value equal to five times the value of the cash portion of the annual retainer payable to non-management directors, which is currently $120,000. Therefore, the ownership guideline is $600,000.

  80. 2023 Director Compensation Table

    | 5x annual cash retainer | $600,000 in 2023 |

  81. 2023 Director Compensation Table

    Non-management directors may satisfy this ownership guideline with common stock (and rights to receive common stock) through ownership in the following categories: (i) shares owned directly, (ii) shares owned indirectly (e.g., by a spouse or a trust) and (iii) restricted stock, restricted stock units and deferred stock units. Non-management directors are expected to satisfy this ownership guideline over time after their initial appointment to the Board, and are not permitted to sell any shares of Genworth common stock received from the company until the ownership guideline has been met (except that non-management directors may sell shares for the sole purpose of satisfying any tax liabilities relating to the settlement of restricted stock units into shares of common stock). The following table shows the stock ownership as of March 1, 2024, of our current non-management directors, the percentage of the ownership guideline that they have reached, and the number of years that have elapsed since the director was initially made subject to the policy. The value of each non-management director’s stock ownership is based on the closing price of our common stock on March 1, 2024 ($6.13).

  82. 2023 Director Compensation Table

    | Name | Number of Shares / DSUs / RSUs Held (#)(1) | Value as of March 1, 2024 ($) | Stock Held as % of Ownership Guideline | Years Subject to Ownership Policy | | G. Kent Conrad | 290,942 | $1,783,474 | >100% | 11 | | Karen E. Dyson | 100,072 | $613,441 | >100% | 4 | | Jill R. Goodman | 97,421 | $597,191 | 99.5% | 3 | | Melina E. Higgins | 360,511 | $2,209,932 | >100% | 11 | | Howard D. Mills, III | 97,421 | $597,191 | 99.5% | 3 | | Robert P. Restrepo Jr. | 269,514 | $1,652,121 | >100% | 8 | | Elaine A. Sarsynski | 90,040 | $551,945 | 92% | 2 | | Ramsey D. Smith | 97,421 | $597,191 | 99.5% | 3 |

  83. 2023 Director Compensation Table

    | (1) The rounding of shares (up or down) to the nearest whole share may result in a slight variation in amounts shown. |

  84. 2023 Director Compensation Table

    | 2024 Proxy Statement | 57 |

  85. 2023 Company Performance

    | Positioning U.S. Life Insurance for Long-Term Sustainability Continued with the implementation of LTC litigation settlements. Full implementation of the new U.S. GAAP accounting guidance related to the recognition and measurement of long-duration insurance contracts, commonly known as Long-Duration Targeted Improvements (“LDTI”). | | Enhancing Human Capital Strengthened and expanded the focus on human capital through enhancing employee engagement, diversity, equity, and inclusion efforts and received designation as a “Top Workplace” in Richmond, Virginia, and Stamford, Connecticut. |

  86. 2023 Company Performance

    | | Payout Funding | | Results Summary | | Key Annual Incentive Financial Objectives | | Above Target | The Enact mortgage insurance business exceeded its goals for adjusted operating income, adjusted return on equity and expense ratio. The U.S. Life Insurance business exceeded its internal targets in 2023 for IFA approvals and premium rate actions filed under our multi-year rate action plan, GLIC core pre-tax statutory income and customer service experience and operations. Investments income, purchase yields, and impairments performance all exceeded targets. | | Key Annual Incentive Non-Financial Objectives | | Above Target | The company returned capital to stockholders through share buybacks, opportunistically repurchased debt, and managed the company’s leverage ratio below 25%. Strengthened and expanded the focus on human capital through enhancing employee engagement, diversity, equity, and inclusion efforts, and received “Top Workplace” designation in Richmond, Virginia and Stamford, Connecticut. | | Long-Term Financial Objectives | | Above Target | Our 2021-2023 PSU awards payout was driven by Adjusted Operating Income and strong TSR. |

  87. Compensation Philosophy

    | Our Guiding Principles | Examples of Programs or Policies That Support Our Principles | | Compensation should be primarily performance-based and align executive officer incentives with stockholder interests across multiple timeframes. | ●Annual incentives (short-term performance-based awards) are measurable and align with business operating plans. ●Annual grants of long-term equity incentives to NEOs, including PSUs (which vest based on company performance after three years) and RSUs (which vest over three-years based on continued employment, emphasizing long-term stock appreciation and retention). | | At-risk pay and compensation design should reflect an executive officer’s impact on company performance over time. | ●A majority of annual compensation of our executive officers is at risk. ●Our CEO has 87% of total target pay linked to company performance, through PSUs and annual incentives for 2023. ●Our other continuing NEOs have an average of 74% of total target pay at risk through PSUs, RSUs, and annual incentives for 2023. ●Annual long-term incentive grants constitute the largest component of target compensation for executive officers. | | Total compensation opportunities should be competitive within the relevant marketplace. | ●We review the composition of our compensation benchmarking peer group and leverage its compensation information to inform on competitiveness of pay levels for base, short term and long-term incentive pay. ●We strive to anchor our pay within a reasonable range of the median of the market, taking into account a combination of benchmarking data, importance of role to the company and individual skill sets, among other factors. | | Our incentive compensation should reward financial and operational performance and allow for qualitative assessment. | ●In determining annual incentive awards, the Compensation Committee measures performance against specific financial and non-financial objectives for the continuing NEO’s area of responsibility, together with a qualitative assessment of operational performance and other results. ●Our long-term equity awards reward achievement of specific longer-term company objectives. | | Plan designs and incentives should support appropriate risk management practices. | ●Executive officer stock ownership guidelines for our CEO (7x salary), our CFO (3x salary) and for our other executive officers (2x salary) are meaningful. ●50% retention ratio for net after-tax shares received from the vesting or exercise of all equity incentive awards until executive officers’ stock ownership guidelines are met, ensuring significant personal assets are aligned with long-term stockholder interests. ●Exercises of previously awarded stock options and stock appreciation rights (“SARs”) are settled in stock and are subject to a nine-month net hold requirement. ●Clawback, anti-hedging and anti-pledging policies. |

  88. Compensation Decision-Making Process

    Compensation Decision-Making Process How We Determine Program Design Role of the Compensation Committee The Compensation Committee seeks a collaborative relationship with management when determining executive compensation programs and performance. The Compensation Committee uses an independent third-party compensation consultant to provide for a more informed decision-making process and objective perspective in this important governance matter. The Compensation Committee performs the annual review process of the CEO and other executive officer performance and related compensation decisions, with input from the Board and support of its independent compensation consultant. The Compensation Committee regularly meets in executive session without management present and retains the final authority to approve all compensation policies, programs and amounts paid to our executive officers. Role of Management Our CEO and Executive Vice President—Chief Human Resources Officer regularly attend meetings of the Compensation Committee to provide analysis, details and recommendations regarding the company’s executive compensation programs and plan design. During full Board meetings, members of the Compensation Committee also receive business performance and strategy updates from other members of senior management that align with incentive compensation plan goals. Our CEO provides the Compensation Committee with performance assessments and compensation recommendations for individual executive officers (other than himself). The Compensation Committee, typically in the first quarter of each year, then determines and approves annual incentive award payouts for the prior year, any adjustments to base salary, target annual incentives for the upcoming year, and awards of long-term incentives to executive officers. For more information on the compensation decisions made in 2023, see the Key Compensation Program Elements section below.

  89. Compensation Decision-Making Process

    Role of Compensation Consultant In 2023, the Compensation Committee retained Meridian Compensation Partners, LLC as its independent compensation consultant, to assist in reviewing and analyzing compensation data for our CEO and other executive officers. The independent compensation consultant regularly attends Compensation Committee meetings and meets with the Compensation Committee in executive session without management present. The Compensation Committee occasionally requests special studies, assessments of market trends and education regarding changing laws and regulations from the compensation consultant to assist the Compensation Committee in its decision-making processes for the CEO and other executive officers. The compensation consultant provides the Compensation Committee with advice, but does not determine the amount or form of compensation for our executive officers. In 2023, the Compensation Committee assessed the independence of the compensation consultant and other advisors pursuant to SEC rules and concluded that no conflict of interest exists that would prevent the compensation consultant or other advisors from independently advising the Compensation Committee. Benchmarking We generally evaluate market competitiveness of our programs as an input into the process of designing plans and setting target compensation levels for executive officers. We review each component of compensation for our executive officers separately and in the aggregate, and also consider the internal responsibilities among the executive officers to help determine appropriate pay levels. With respect to individual executive officers, we compare the total target compensation opportunities for our executive officers to target opportunities for similar positions at comparable companies. These benchmarks are a gauge for evaluating market competitiveness but are not given greater weight than other key factors when making compensation decisions. For example, individual executive officers may have higher or lower target compensation levels compared to market medians based on level of responsibility, individual experience and skills, performance trends, competitive dynamics, retention needs and internal equity considerations. The Compensation Committee typically utilizes a combination of publicly available information related to a specific list of peer companies (the “Peer Group”), as well as information available through industry-specific market compensation surveys to provide a broad perspective of market practice. While no individual company matches our lines of business precisely, the Peer Group is intended to represent, in the aggregate, companies with revenue sources and talent demands similar to the company. With respect to size, we generally look at revenue or total assets as indicators of comparability, rather than market capitalization, due to the size and breadth of our legacy businesses and the assets we hold and invest for these businesses, the historic losses in our legacy LTC business and the potential for volatility year over year as stock prices change. The companies included in market surveys used by the company are not individually identifiable for a particular executive position (and therefore we are not benchmarking against any particular company within the survey), and also may change from year-to-year based on voluntary participation in the market surveys we use, mergers and divestitures, or changes in corporate structure. To the extent we make changes to our business portfolio, or as peer companies adjust their own business lines or distribution channels, we will consider adding peers, or removing peers which no longer have revenue sources and talent demands similar to ours. The Compensation Committee will consider advice and recommendations developed by its compensation consultant to support our benchmarking principles.

  90. Compensation Decision-Making Process

    As in prior years, the compensation consultant supported the Compensation Committee’s evaluation of the peer group to be used for benchmarking purposes by providing analysis of the Peer Group. Following its annual review of our Peer Group with the compensation consultant in 2022, Meridian Compensation Partners, the Compensation Committee removed Aflac, Inc., MGIC Investment Corp, and Radian Group, Inc., due to their size compared to the company. The Compensation Committee also added three new peers, Cincinnati Financial Corp., Kemper Corporation and Globe Life Inc., which were determined to be of appropriate size and a compatible business fit. The Peer Group listed below was used when considering 2023 target compensation levels:

  91. Compensation Decision-Making Process

    | REMOVED | | 2023 PEER GROUP | | ADDED | | Aflac Incorporated (larger size) MGIC Investment Corp (smaller size) Radian Group, Inc. (smaller size) | | American Financial Group Assurant Inc. Brighthouse Financial, Inc. Cincinnati Financial Corp. CNA Financial Corp. CNO Financial Group Inc. Fidelity National Financial, Inc. First American Financial Corp. Globe Life Inc. Hanover Insurance Group, Inc. Kemper Corporation Lincoln National Corp. Principal Financial Group Inc. Reinsurance Group of America Inc. Unum Group | | Cincinnati Financial Corp Kemper Corporation Globe Life Inc. |

  92. Consideration of Last Year’s Advisory Stockholder Vote on Executive Compensation and Stockholder Engagement

    | What We Heard | What We Are Doing | | Compensation should be primarily performance-based and align executive officer incentives with stockholder interests across multiple timeframes | ●We are increasing the weighting of performance awards in our 2024 pay design for executive officers to further incentivize performance and alignment to market. | | Importance of linking pay with measures that have significance to stockholders and business | ●To further align to stockholders, we increased TSR weighting in our 2023 performance awards for executive officers. | | Peer group should be appropriate size and good business fit | ●We refreshed our peer group to ensure continued alignment with size-appropriate peers | | CEO life insurance program annual premium payments raised concerns | ●CEO voluntarily ceased participation in the executive life insurance programs during 2023 |

  93. Key Compensation Program Elements

    Key Compensation Program Elements Our 2023 annual compensation program for continuing named executive officers consists of the following key elements: base salary, annual incentive, and annual long-term incentive grants (which includes PSUs for the CEO, and PSUs and RSUs for all other continuing NEOs). A significant portion of annual compensation of our continuing NEOs is completely at risk. The charts below reflect the average target compensation mix for the CEO and other continuing NEOs. Additional details on their compensation elements are described on the following pages.

  94. Key Compensation Program Elements

    Annual Incentive In our annual incentive program, we review performance against financial objectives, together with a qualitative assessment of operational objectives and other accomplishments toward non-financial priorities that are not necessarily reflected in annual financial results. We place a heavier weighting on the financial objectives, and the specific weightings for the financial and non-financial objectives are included in the individual scorecards for each continuing named executive officer below. Each continuing named executive officer has an annual incentive target, expressed as a percentage of base salary. The 2023 target annual incentive opportunities for our continuing named executive officers ranged from 100% to 200% of base salary, and payout opportunities for 2023 ranged from zero to 200% of their individual target amount. Individual annual incentive targets are reported in the 2023 Grants of Plan-Based Awards Table. After review, the Compensation Committee determined to not make any adjustments to annual incentive target percentages for our continuing NEOs for 2023, as the existing targets were considered competitive within the marketplace for their roles. Our annual incentive program is closely aligned with our annual business operating plan, which is reviewed by the Board of Directors. Generally, the Compensation Committee sets performance targets for the annual incentive program that align with achievement of certain performance measures contained in the business operating plan, with above target payouts for exceeding the plan and below target or no payouts for not meeting the plan. When setting the annual business operating plan, many factors and assumptions are considered, such as the competitive landscape, the global economic environment, market trends, interest rates, and regulatory considerations. As a result, performance targets within our annual incentive plan may not always increase on a yearly basis, and may even be set below the previous year’s targets or actual results. Amounts earned and paid under our annual incentive program for 2023 are reported in the Non-Equity Incentive Plan Compensation column of the 2023 Summary Compensation Table. How We Performed: Financial Objectives The financial metrics chosen to measure 2023 performance, which are also disclosed in the individual continuing NEO scorecards below, were identified as key drivers of our business operating plans. For example, with respect to financial objectives, Adjusted Operating Income and Operating Return on Equity continue to represent key measures of financial performance for Enact, while incremental premiums approved for LTC in-force rate actions and in-force premiums filed remain key priorities for our U.S. Life business.

  95. Key Compensation Program Elements

    | Performance Unit | Key Financial Objective | Unit | Threshold | Target | Maximum | 2023 Results | | U.S. Life Insurance | LTC In-Force Rate Actions Gross Incremental Premium Approval(1) | $million | $225 | $275 | $350 | $354 | | | LTC In-Force Premiums Filed(2) | $million | $750 | $900 | $1,050 | $1,114 | | | Core Pre-Tax Statutory Income(3) | $million | $215 | $270 | $325 | $296 | | | Operational Excellence and Customer Service | | 50% | 100% | 200% | 125% | | Enact | Levered Operating Return on Equity(4)(5) | | 5.1% | 10.9% | 14.1% | 15.5% | | Investments | Net Investment Income | $million | $2,763 | $3,070 | $3,377 | $3,183 | | | U.S. Life Purchase Yield v. External Benchmark(6) | | 5.00% | 5.55% | 6.11% | 5.85% | | | Enact Purchase Yield v. External Benchmark(7) | | 4.91% | 5.45% | 6.00% | 5.61% | | | U.S. Life Statutory Impairments and Trading Gains / Losses and Capital/ Credit Migration Impact(8) | $million | ($165) | ($115) | ($65) | ($84) |

  96. Key Compensation Program Elements

    | (1) The LTC in-force gross incremental premiums approved metric measures the weighted average increase on annualized LTC in-force premiums resulting from rate actions approved in 2023. | | (2) This metric measured the LTC in-force premiums rate action requests filed with the states in 2023. 2023 results include actuals plus a $125 million adjustment for filings that could not be pursued given positive approval outcomes or specific states' directives to delay submission. | | (3) Pre-Tax Statutory Income is based on Genworth Life Insurance Company (GLIC) and its consolidating life insurance subsidiaries that has been prepared on the basis of statutory accounting principles (SAP). Statutory Net Income is reflected in the “Summary of Operations” within the statutory filings of Genworth’s U.S. Life Insurance Companies. Due to differences in methodology between SAP and U.S. GAAP, the values for assets, liabilities and equity reflected in financial statements prepared in accordance with U.S. GAAP are materially different from those reflected in financial statements prepared under SAP. The Pre-Tax Statutory Income of $433 million in 2023 has been adjusted to "Core Pre-Tax Statutory Income" which excludes the impacts from in-force reserve changes from future period assumption changes, methodology changes, market impact to annuity products, conversion cost associated with third party outsourcing, impacts from COVID-19, court-driven impacts on IFA settlement timing, state-specific court or administrative ruling, model refinements, reinsurance transactions and regulatory changes. | | (4) Reflects Genworth ownership amount excluding noncontrolling interests. | | (5) Levered Operating Return on Equity for Enact equals adjusted levered operating income for the year divided by average equity for the most recent year. | | (6) Benchmark based on Barclays’ Intermediate Corporate Index. | | (7) Benchmark based on Barclays’ Long Corporate Index. | | (8) Investment impairments and trading losses are calculated in accordance with statutory accounting rules and the capital/credit migration impact represents statutory risk-based capital impact to U.S. life insurance companies primarily from changes in National Association of Insurance Commissioners rating of invested assets shown at a 150% multiple. |

  97. Key Compensation Program Elements

    How We Performed: Non-Financial Objectives The Compensation Committee also established key non-financial priorities for 2023 designed to have an impact on company financial performance and stockholder value. The chart below outlines the non-financial priorities used in determining 2023 annual incentive program payouts for our continuing NEOs. For applicable use and weighting of these metrics for each continuing NEO, please see each continuing NEO’s individual scorecard later in this document. During February 2024, the Compensation Committee reviewed overall performance results against the applicable objectives in the previously set scorecards and also considered the performance of each continuing NEO in their respective area of responsibility in determining the actual payouts of annual incentives.

  98. Key Compensation Program Elements

    | | Thomas J. McInerney Mr. McInerney’s annual incentive award could range from 0% of target to 200% of target based on results versus applicable performance targets. His 2023 target was $2,000,000 (or, 200% of base pay). Mr. McInerney’s approved annual incentive award for 2023 was $3,200,000, or approximately 160% of his targeted amount, based on the achievement of the financial and non-financial measures indicated below. |

  99. Financial Objectives 70%

    | ($ millions) Performance Unit | Key Financial Objective ($ Millions) | Weighting | 2023 Target | 2023 Results | Funding % | | Enact(1) | Adjusted Operating Return on Equity | 25% | 10.9% | 15.5% | 200% | | U.S. Life Insurance | Core Pre-Tax Statutory Income ($MM) | 25% | $270 | $296 | 147% | | | LTC In-Force Rate Actions Gross Incremental Premium Approved | 20% | $275 | $354 | 200% | | Total Funding For Financial Objectives | | | | | 127% |

  100. Non-Financial Objectives 30%

    | | Jerome T. Upton Mr. Upton’s annual incentive award could range from 0% of target to 200% of target based on results versus applicable performance targets. His 2023 target was $750,000 (or, 125% of base pay). Mr. Upton’s approved annual incentive award for 2023 was $1,200,000, or approximately 160% of his targeted amount, based on the achievement of the financial and non-financial measures indicated below. |

  101. Financial Objectives 70%

    | ($ millions) Performance Unit | Key Financial Objective ($ Millions) | Weighting | 2023 Target | 2023 Results | Funding % | | Enact(1) | Adjusted Operating Return on Equity | 25% | 10.9% | 15.5% | 200% | | U.S. Life Insurance | Core Pre-Tax Statutory Income ($MM) | 25% | $270 | $296 | 147% | | | LTC In-Force Rate Actions Gross Incremental Premium Approved | 20% | $275 | $354 | 200% | | Total Funding For Financial Objectives | | | | | 127% |

  102. Non-Financial Objectives 30%

    | | Gregory S. Karawan Mr. Karawan’s annual incentive award could range from 0% of target to 200% of target based on results versus applicable performance targets. His 2023 target was $600,000 (or, 100% of base pay). Mr. Karawan’s approved annual incentive award for 2023 was $960,000, or approximately 160% of his targeted amount, based on the achievement of the financial and non-financial measures indicated below. |

  103. Financial Objectives 70%

    | ($ millions) Performance Unit | Key Financial Objective ($ Millions) | Weighting | 2023 Target | 2023 Results | Funding % | | Enact(1) | Adjusted Operating Return on Equity | 25% | 10.9% | 15.5% | 200% | | U.S. Life Insurance | Core Pre-Tax Statutory Income ($MM) | 25% | $270 | $296 | 147% | | | LTC In-Force Rate Actions Gross Incremental Premium Approved | 20% | $275 | $354 | 200% | | Total Funding For Financial Objectives | | | | | 127% |

  104. Non-Financial Objectives 30%

    | | Kelly A. Saltzgaber Ms. Saltzgaber’s annual incentive award could range from 0% of target to 200% of target based on results versus applicable performance. Her 2023 target was $625,000 (or, 125% of base pay). Ms. Saltzgaber’s approved annual incentive award for 2023 was $1,000,000, or approximately 160% of her targeted amount, based on the achievement of the following financial and non-financial measures: |

  105. Financial Objectives 70%

    | ($ millions) Performance Unit | Key Financial Objective ($ Millions) | Weighting | 2023 Target | 2023 Results | Funding % | | Investments | Net Investment Income | 20% | $3,070 | $3,183 | 137% | | | U.S. Life Purchase Yield v. External Benchmark | 15% | 5.55% | 5.85% | 154% | | | Enact Purchase Yield v. External Benchmark | 10% | 5.45% | 5.61% | 129% | | | U.S. Life Statutory Impairments and Trading Gains / Losses and Capital / Credit Migration Impact(1) | 25% | ($115) | ($84) | 163% | | Total Funding For Financial Objectives | | | | | 104% |

  106. Non-Financial Objectives 30%

    | | Brian K. Haendiges Mr. Haendiges’ annual incentive award could range from 0% of target to 200% of target based on results versus applicable performance. His 2023 target was $600,000 (or, 100% of base pay). Mr. Haendiges’ approved annual incentive award for 2023 was $900,000, or approximately 150% of his targeted amount, based on the achievement of the following financial and non-financial measures: |

  107. Financial Objectives 70%

    | ($ millions) Performance Unit | Key Financial Objective ($ Millions) | Weighting | 2023 Target | 2023 Results | Funding % | | U.S. Life Insurance | LTC In-Force Rate Actions Gross Incremental Premium Approved | 25% | $275 | $354 | 200% | | | LTC In-Force Rate Action Premium Filed | 10% | $900 | $1,114 | 200% | | | Genworth Life Insurance Company Core Pre-Tax Statutory Income | 25% | $270 | $296 | 147% | | | Operational Excellence and Customer Service | 10% | 100% | 125% | 125% | | Total Funding For Financial Objectives | | | | | 120% |

  108. Non-Financial Objectives 30%

    Long-Term Incentives We believe that the largest component of our annual compensation opportunities for continuing named executive officers should be in the form of longer-term incentives, including annual long-term equity grants. Our long-term incentive program is closely aligned with a multi-year business plan, which is reviewed by the Board of Directors. The Compensation Committee sets performance targets for the performance-based awards in our long-term incentive program that align with achievement of certain components in our multi-year business plan, with above target payouts for exceeding the plan and below target or no payouts for not meeting the plan. When setting the multi-year business plan, many factors and assumptions are considered, such as the competitive landscape, the global economic environment, market trends, interest rates, and regulatory considerations. As a result, performance targets within our long-term incentive plan may not always increase on a yearly basis, and may even be set below the previous year’s targets or actual results. To determine annual long-term equity grant awards for the CEO, the Compensation Committee works with its independent compensation consultant. To determine long-term equity grant awards to all other executive officers, the CEO prepares a recommendation for each such executive officer for the Compensation Committee’s consideration and approval. In addition, when determining long-term equity award values for each executive officer (including our CEO), the Compensation Committee considers competitive pay levels, alignment of total pay at risk with the individual’s ability to impact long-term company performance, the individual’s sustained performance over time, and long-term succession and retention needs.

  109. Non-Financial Objectives 30%

    For the 2023-2025 PSUs and RSUs, our Compensation Committee reviewed the proposed compensation values for all executive officers, determined aggregate award sizes based on the approach described above using an estimated share value and granted the awards, including performance goals and targets for the PSUs, in February 2023. NEO LTI Target Amounts The 2023 target annual long-term incentive intended values for our continuing named executive officers average 53% of target compensation. The intended value of the annual long-term incentive awards made in 2023 to our continuing NEOs were as follows:

  110. Non-Financial Objectives 30%

    | Named Executive Officer | Reported Year | Approximate Compensation Value Intended to be Delivered(1) | # of RSUs Awarded | “Target” # of PSUs Awarded(2) | | Mr. McInerney | 2023 | $5,000,000 | — | 783,028 | | Mr. Upton | 2023 | $1,250,000 | 109,457 | 97,878 | | Mr. Karawan | 2023 | $750,000 | 65,674 | 58,727 | | Ms. Saltzgaber | 2023 | $750,000 | 65,674 | 58,727 | | Mr. Haendiges | 2023 | $1,250,000 | 109,457 | 97,878 |

  111. Non-Financial Objectives 30%

    | (1) Due to differences in how the grant-date fair value of awards is determined for accounting purposes, these amounts will differ from the amounts reflected as the grant date fair value of the awards for 2023 in the 2023 Summary Compensation Table. | | (2) Regarding the 2023 awards, although the continuing NEOs other than the CEO received their intended value split evenly between RSUs and PSUs, their awarded number of PSUs were lower than the awarded number of RSUs because the PSU valuation for 2023 contains an adjustment for stock price volatility based on TSR Monte Carlo valuation projections. |

  112. Non-Financial Objectives 30%

    Long-Term Incentive Award Design Our long-term incentives awarded to executive officers have included, over time, different combinations of SARs, PSUs and RSUs. For 2023, our continuing named executive officers’ long-term equity grants were awarded 100% in PSUs for our CEO and 50% PSUs and 50% RSUs for our other continuing named executive officers. Taken together, we believe our annual long-term incentive grants provide our named executive officers with effective retention value and appropriate incentives to achieve long-term company performance objectives, while aligning our executive officer compensation program with the long-term interests of our stockholders. The 2023 PSU design incorporates relative Total Shareholder Return at 30%, Adjusted Operating Income (Enact Segment) at 20%, and Core Pre-Tax Statutory Net Income (USLI) at 50%. The relative Total Shareholder Return increased in 2023 from 20% in response to shareholder feedback.

  113. Additional Information Regarding Awards of Performance Stock Units

    Additional Information Regarding Awards of Performance Stock Units

  114. Additional Information Regarding Awards of Performance Stock Units

    | ● | Payout for performance is interpolated on a straight-line basis between each of threshold and target payouts and between target and maximum payouts. | | ● | No payout shall be earned for performance below threshold level for the performance measurement period. | | ● | Notwithstanding the level of achievement of the performance goals for each outstanding award, the Compensation Committee may exercise negative discretion to pay out a lesser amount, or no amount at all, under the Performance Stock Unit Award, based on such considerations as the Compensation Committee deems appropriate. | | ● | The target number of PSUs noted on page 77 was fixed for each participant at the time of grant. |

  115. Additional Information Regarding Awards of Restricted Stock Units

    Additional Information Regarding Awards of Restricted Stock Units

  116. Additional Information Regarding Awards of Restricted Stock Units

    | ● | RSUs vest 33% per year, beginning on the first anniversary of the grant date. |

  117. Additional Information Regarding Long-Term Incentive Awards

    Additional Information Regarding Long-Term Incentive Awards

  118. Additional Information Regarding Long-Term Incentive Awards

    | ● | Net after-tax shares acquired by named executive officers through the grant or exercise of all company equity incentive awards are subject to a 50% retention ratio until stock ownership guidelines are met. | | ● | Outstanding long-term incentive awards are generally forfeited upon termination of employment with the company prior to vesting, except for limited instances described in the Executive Compensation—Potential Payments upon Termination or Change of Control section below. | | ● | The Compensation Committee approves a rounded number of shares based on the planned compensation value using the 20-day historical trading average price up to and including the date of grant. The use of a 20-day historical trading average price mitigates the impact of short-term fluctuations in stock price on award levels, allows for clear understanding of both share levels and approximate compensation values at the time of Compensation Committee approval, and facilitates delivering rounded award amounts. |

  119. Additional Information Regarding Long-Term Incentive Awards

    | 78 | Genworth Financial, Inc. |

  120. Additional Information Regarding Long-Term Incentive Awards

    Performance Stock Incentive Awards Status

  121. Additional Information Regarding Long-Term Incentive Awards

    | Performance Period and Measure | Performance Levels | Status | | 2021-2023 (1)(2)(3)(4)(5)(6) | | ●Results were certified in February 2024 ●Adjusted Operating Income and Total Shareholder Return both achieved maximum performance levels. Final payout was certified at 200% based on Company performance. | | 80% Adjusted Operating Income (Loss) - $M | | | | 20% Total Shareholder Return (“TSR”) | | | | 2022-2024 (5)(6)(7)(8)(9)(10) | | ●As of December 31, 2023, payout was projected between Threshold and Target levels. ●Results will be certified in February 2025 based on Company performance. | | 60% U.S. Life - Statutory Net Income - $M | | | | 20% Enact - Adjusted Operating Income (Loss) - $M | | | | 20% Total Shareholder Return (“TSR”) | | | | 2023-2025 (6)(8)(10)(11)(12)(13) | | ●As of December 31, 2023, payout was projected between Threshold and Target level. ●Results will be certified in February 2026 based on Company performance. | | 50% U.S. Life Insurance Companies - Core Pre-Tax Statutory Income - $M | | | | 30% Total Shareholder Return (“TSR”) | | | | 20% Enact - Adjusted Operating Income (Loss) - $M | | |

  122. Additional Information Regarding Long-Term Incentive Awards

    | (1) “Adjusted Operating Income (Loss)” shall mean U.S. GAAP income (loss) from continuing operations excluding the after-tax effects of income (loss) from continuing operations attributable to noncontrolling interests, net investment gains (losses), goodwill impairments, gains (losses)on the sale of businesses, gains (losses) on the early extinguishment of debt, gains (losses) on insurance block transactions, restructuring costs and other adjustments, net of taxes. Adjusted Operating Income (Loss) was adjusted for purposes of management performance evaluation to exclude the impacts from in-force reserve changes from future period assumption changes, methodology changes, changes in foreign exchange rates, tax changes based on updated regulations, guidance, assessments, or refinements related to technical areas of the Tax Cuts and Jobs Act of 2017 (the “Tax Cuts and Jobs Act”), legal fees and settlement costs related to merger & acquisition litigation, any strategic deal-related expenses (e.g. 3rd party legal, actuarial or reinsurance support for negotiating or implementing a transaction), and professional fees related to the implementation of the Long Duration Targeted Improvements (“LDTI”) accounting standard. Adjustment to the 3-year cumulative measurement was applied based on strategic transactions in 2021, 2022 or 2023 that are not included in forecast assumptions. | | (2) Adjusted Operating Income (Loss) was measured as follows: for Enact and corporate and other activities, January 1, 2021 through December 31, 2023; for the U.S. Life and runoff segments, January 1, 2021 through December 31, 2022. New accounting guidance related to LDTI was effective for us on January 1, 2023 (with transition adjustments as of January 1, 2021), and this guidance was expected to have extensive changes primarily impacting U.S. Life Insurance. Accordingly, the 2023 Adjusted Operating Income (Loss) for U.S. Life Insurance has been excluded from the 2023 target. | | (3) In evaluating performance, the Compensation Committee excluded the impact, if any, on reported financial results of any of the following events that occurred during the performance period: a) acquisitions and divestitures, b) stockholder dividends or common stock repurchases and c) changes in accounting principles, including LDTI, or other laws or provisions. |

  123. Additional Information Regarding Long-Term Incentive Awards

    | 2024 Proxy Statement | 79 |

  124. Additional Information Regarding Long-Term Incentive Awards

    | (4) The payout that may be earned based on the TSR portion of this Award’s goal was determined based on the company’s Percentile Ranking relative to its Peer Group; provided, however, that in no event did the total dollar value of the Confirmed Units with respect to the TSR-goal portion of the Award exceed 800% of grant date fair value of the TSR-goal portion of the Award. | | (5) “Peer Group” shall mean the constituents of the S&P 400 Financials Sector on the Grant Date (each such constituent, a “Peer Company”). | | (6) TSR performance results were calculated as follows: (i)(a) the 20-trading day average closing price of the applicable entity’s common stock as of the last trading day of the performance period, minus (b) the 20-trading day average closing price of the applicable entity’s common stock as of the first day of the performance period, plus (c) the sum of all dividends and other distributions paid on such entity’s common stock during the performance period, on a per share basis, divided by (ii) the 20-trading day average closing price of the applicable entity’s common stock as of the first day of the performance period. | | (7) “Enact - Adjusted Operating Income (Loss)” shall mean U.S. GAAP income (loss) from continuing operations excluding the after-tax effects of income (loss) from continuing operations attributable to noncontrolling interests, net investment gains (losses), goodwill impairments, gains (losses) on the sale of businesses, gains (losses) on the early extinguishment of debt, gains (losses) on insurance block transactions, restructuring costs and other adjustments, net of taxes. Enact -Adjusted Operating Income (Loss) may be adjusted for purposes of management performance evaluation to exclude the impacts from in-force reserve changes from future period assumption changes (e.g. interest rate, expense, lapse), methodology changes (e.g. changes that would arise from a system conversion), changes in foreign exchange rates, tax changes based on updated regulations, guidance, assessments, or refinements related to technical areas of the Tax Cuts and Jobs Act, legal fees and settlement costs related to merger & acquisition litigation, any strategic deal-related expenses (e.g. 3rd party legal, actuarial or reinsurance support for negotiating or implementing a transaction). Adjustment to the 3-year cumulative measurement will be applied based on strategic transactions in 2022, 2023 or 2024 that are not included in forecast assumptions. | | (8) In evaluating performance, the Compensation Committee shall exclude the impact, if any, on reported financial results of any of the following events that occur during the performance period: a) acquisitions and divestitures, b) shareholder dividends or common stock repurchases and c) changes in accounting principles or other laws or provisions. | | (9) “U.S. Life - Statutory Net Income” shall mean Net Income based on Genworth Life Insurance Company (GLIC) and its consolidating life insurance subsidiaries that has been prepared on the basis of statutory accounting principles (SAP). Statutory Net Income is reflected in the “Summary of Operations” within the statutory filings of Genworth’s U.S. Life Insurance Companies. Due to differences in methodology between SAP and U.S. GAAP, the values for assets, liabilities and equity reflected in financial statements prepared in accordance with U.S. GAAP are materially different from those reflected in financial statements prepared under SAP. U.S. Life Insurance Companies Statutory Net Income may be adjusted for purposes of management performance evaluation to exclude the impacts from in-force reserve changes from future period assumption changes, methodology changes, changes in foreign exchange rates, tax changes based on updated regulations, guidance, assessments, or refinements related to technical areas of the Tax Cuts and Jobs Act, legal fees and settlement costs related to merger & acquisition litigation, any strategic deal-related expenses (e.g. 3rd party legal, actuarial or reinsurance support for negotiating or implementing a transaction), changes to variable annuity reserves related to changes in interest rates and equity markets and corresponding realized gains and losses on variable annuity hedges. Adjustment to the 3-year cumulative measurement will be applied based on strategic transactions in 2022, 2023 or 2024 that are not included in forecast assumptions. | | (10) The payout that may be earned based on the TSR portion of this Award’s goal will be determined based on the company’s Percentile Ranking relative to its Peer Group; provided, however, that in no event will the total dollar value of the Confirmed Units with respect to the TSR-goal portion of the Award exceed 800% of grant date fair value of the TSR-goal portion of the Award. | | (11) “Enact - Adjusted Operating Income (Loss)” shall mean U.S. GAAP income (loss) from continuing operations excluding the after-tax effects of income (loss) from continuing operations attributable to noncontrolling interests, net investment gains (losses), gains (losses) on the sale of businesses, gains (losses) on the early extinguishment of debt, initial gains (losses) on insurance block transactions, restructuring costs and infrequent or unusual non-operating items. Adjustments to reconcile net income (loss) to adjusted operating income (loss) assume a 21% tax rate and are net of the portion attributable to noncontrolling interests. Enact - Adjusted Operating Income (Loss) may be adjusted for purposes of management performance evaluation to exclude methodology changes (e.g. changes that would arise from a system conversion), changes in foreign exchange rates, tax changes based on updated regulations, guidance, assessments, or refinements related to technical areas of the Tax Cuts and Jobs Act, legal fees and settlement costs related to merger & acquisition litigation, any strategic deal-related expenses (e.g. 3rd party legal, actuarial or reinsurance support for negotiating or implementing a transaction). Adjustment to the 3-year cumulative measurement will be applied based on strategic transactions in 2023, 2024 or 2025 that are not included in forecast assumptions. | | (12) “U.S. Life Insurance Companies Core Pre-Tax Statutory Income” shall mean Pre-Tax Statutory Income based on Genworth Life Insurance Company (GLIC) and its consolidating life insurance subsidiaries that may be adjusted for purposes of management performance evaluation to exclude the impacts from in-force reserve changes from future period assumption changes, methodology changes, market impact to annuity products, conversion cost associated with third party outsourcing, impacts from COVID-19, court-driven impacts on IFA settlement timing, state-specific court or administrative ruling, model refinements, reinsurance transactions and regulatory changes. | | (13) “Peer Group” shall mean the constituents of the S&P 600 Insurance Index on the Grant Date (each such constituent, a “Peer Company”). |

  125. Additional Information Regarding Long-Term Incentive Awards

    | 80 | Genworth Financial, Inc. |

  126. Additional Information Regarding Long-Term Incentive Awards

    Other Benefit Programs Severance Benefits—Involuntary Termination without a Change of Control The company maintains the Amended and Restated Senior Executive Severance Plan (the “Senior Executive Severance Plan”), which is designed to offer competitive termination benefits, promote retention of a selected group of key employees (including our continuing named executive officers) and provide key protections to the company in the form of restrictive covenants. The Compensation Committee periodically reviews the plan provisions and participants in order to monitor competitiveness and appropriate levels of benefits to meet the plan objectives. The specific terms of the Senior Executive Severance Plan, and the potential payments and benefits upon a termination of employment without “cause” or by the executive for “good reason” for each of our continuing named executive officers are described more fully in the Executive Compensation—Potential Payments upon Termination or Change of Control section below. Severance Benefits—Involuntary Termination Following a Change of Control The company maintains the 2014 Change of Control Plan (the “Change of Control Plan”), which is designed to provide change of control severance benefits for a select group of key executives, including our continuing named executive officers, in the event that the executive’s employment is terminated without “cause” or by the executive for “good reason” within two years following a change of control of the company (each a “Qualified Termination”). The change of control severance benefits are intended to keep participating key leaders neutral to the possibility of corporate transactions in the best interests of stockholders by removing the fear of job loss and other distractions that may result from potential, rumored or actual changes of control of the company. All benefits under the Change of Control Plan are “double-trigger” benefits, meaning that no compensation will be paid to participants solely upon the occurrence of a change of control, so as to not create an unintended incentive. We believe that this structure is appropriate for executives whose jobs are in fact terminated in such a transaction, without providing a windfall to those who continue employment following the transaction. The Compensation Committee periodically reviews the plan provisions and participants to monitor competitiveness and appropriate levels of benefits to meet plan objectives. The specific terms of the Change of Control Plan, and the potential payments and benefits upon a Qualified Termination for each of our continuing named executive officers are described more fully in the Executive Compensation—Potential Payments upon Termination or Change of Control section below.

  127. Additional Information Regarding Long-Term Incentive Awards

    | 2024 Proxy Statement | 81 |

  128. Additional Information Regarding Long-Term Incentive Awards

    Retirement Benefits Retirement benefits also fulfill an important role within our overall executive compensation program because they provide a competitive financial security component that supports the attraction and retention of talent. We maintain the Genworth Financial, Inc. Retirement and Savings Plan (the “Retirement and Savings Plan”), a tax-qualified, defined contribution plan in which our U.S. employees, including our continuing named executive officers, are eligible to participate. The Retirement and Savings Plan has two features: the “401(k) Savings Feature,” in which participants can defer savings on a pre-tax or Roth (after-tax) basis and receive company matching contributions, subject to certain Internal Revenue Service limits, and a “Retirement Account Feature,” which includes only annual company non-elective contributions. In addition, we offer the following non-qualified retirement and deferred compensation plans:

  129. Additional Information Regarding Long-Term Incentive Awards

    | ● | Genworth Financial, Inc. Supplemental Executive Retirement Plan (the “SERP”), which is a defined benefit plan that was closed to new participants after December 31, 2009, and for which benefit accruals were frozen as of December 31, 2020; and | | ● | Genworth Financial, Inc. Retirement and Savings Restoration Plan (the “Restoration Plan”), which is a defined contribution plan. |

  130. Additional Information Regarding Long-Term Incentive Awards

    We continually assess our benefit offerings and seek to align them with competitive market levels. It is important to us to keep our benefit design and costs competitive with our peers so that we can continue to attract and retain talent while managing our expenses. Each of the SERP and Restoration Plan is described in more detail in the Executive Compensation—Pension Benefits and Non-Qualified Deferred Compensation sections below. Other Benefits and Perquisites We regularly review the benefits and perquisites provided to our executive officers to ensure that our programs align with our overall principles of providing competitive compensation and benefits that maximize the interests of our stockholders. We provide executive officers with an individually-owned universal life insurance policy (the “Leadership Life Program”) that is available to all of our U.S.-based executives and an enhanced company-owned life insurance program (the “Executive Life Program”). During 2023, Mr. McInerney voluntarily ceased participation in the Leadership Life and Executive Life Programs while serving as President and CEO of the company. The decision to end participation in 2023 was made after the semi-annual premiums were assessed. There will be no premium or benefit in 2024 and beyond for the CEO. We also provide a limited number of perquisites intended to keep executive officers healthy and focused on company business with minimal distraction, which include the opportunity to receive financial counseling and annual physical examinations. In addition, we provide certain benefits in the event of death, total disability or sale of a business unit to a successor employer. Amounts payable to our continuing named executive officers under these circumstances are described in more detail in the Executive Compensation—Potential Payments upon Termination or Change of Control section below.

  131. Additional Information Regarding Long-Term Incentive Awards

    | 82 | Genworth Financial, Inc. |

  132. Other Key Compensation Governance Policies

    The ownership multiple is used semi-annually to calculate a target number of shares for each designated executive officer as of January 1 and July 1 of each year (or, in the case of a newly-designated executive officer, as of the date such executive officer first becomes subject to the ownership guidelines). The target number of shares is individually determined by multiplying the executive officer’s then-current annual base salary by the applicable multiple and dividing the result by the average closing price of the company’s common stock during the 60 trading days immediately preceding the semi-annual measurement date. Compliance with the stock ownership requirements is measured as of January 1 and July 1 of each year. In the event that an executive officer has not reached the required level of stock ownership as of any measurement date, the executive officer will be subject to a 50% retention ratio that requires the executive officer to retain (and not sell or transfer) at least 50% of the net shares resulting from the grant or exercise of all company equity incentive awards until the next measurement date. In order to meet this stock ownership requirement, an executive officer may count (i) all shares of common stock owned by the executive officer, including common stock held in the company’s Retirement and Savings Plan, (ii) shares of stock owned indirectly (for example, by spouse, dependent child or in trust), and (iii) any outstanding RSUs, but excluding any unvested RSUs that vest based on achievement of performance goals (such as PSUs).

  133. 2023 Summary Compensation Table

    2023 Summary Compensation Table

  134. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards($)(2) | Non-equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | | Thomas J. McInerney President and Chief Executive Officer | 2023 | 1,000,000 | - | 5,306,481 | 3,200,000 | - | 362,437 | 9,868,918 | | | 2022 | 1,000,000 | - | 5,265,271 | 2,800,000 | - | 383,095 | 9,448,366 | | | 2021 | 1,000,000 | - | 4,063,966 | 3,000,000 | - | 435,413 | 8,499,379 | | Jerome T. Upton Executive Vice President, Chief Financial Officer | 2023 | 581,923 | - | 1,343,034 | 1,200,000 | 121,184 | 177,413 | 3,423,554 | | Gregory S. Karawan Executive Vice President and General Counsel | 2023 | 590,385 | - | 805,821 | 960,000 | 112,617 | 167,400 | 2,636,223 | | | 2022 | 540,385 | - | 790,267 | 770,000 | - | 116,184 | 2,216,836 | | Kelly A. Saltzgaber Executive Vice President and Chief Investments Officer | 2023 | 478,308 | 92,000 | 867,872 | 1,000,000 | - | 96,701 | 2,534,881 | | Brian K. Haendiges Former Executive Vice President— U.S. Life Insurance | 2023 | 600,000 | - | 1,343,034 | 900,000 | - | 150,083 | 2,993,117 | | | 2022 | 590,385 | - | 1,317,111 | 660,000 | - | 196,138 | 2,763,634 | | | 2021 | 530,769 | - | 1,231,454 | 800,000 | | 120,431 | 2,682,654 | | Daniel J. Sheehan IV(6) Former Executive Vice President, Chief Financial Officer and Chief Investment Officer | 2023 | 208,654 | - | - | - | 396,860 | 2,764,154 | 3,369,668 | | | 2022 | 775,000 | - | 2,634,217 | 2,015,000 | - | 244,898 | 5,669,115 | | | 2021 | 775,000 | - | 2,462,907 | 2,116,000 | - | 225,893 | 5,579,800 |

  135. 2023 Summary Compensation Table

    | (1) Amounts reported in this column reflect the value received in 2023 upon the vesting of Deferred Cash awards originally granted in prior years. | | (2) Reflects the aggregate grant date fair value of RSUs and PSUs awarded during the period, determined in accordance with FASB ASC Topic 718. Grant date fair value for the RSUs is based on the closing price our common stock on the grant date. Grant date fair value for the PSUs is based on the closing price of our common stock on the grant date and the probable outcome of performance-based conditions at the time of grant, excluding the effect of estimated forfeitures, together with a Monte Carlo valuation for the portion of the award tied to relative TSR performance. The 2023 value for each named executive officer includes the grant date fair value of PSUs granted, and for all except Mr. McInerney, also includes the grant date fair value of RSUs awarded. Assuming achievement of the PSU performance conditions at the highest level (rather than at target level), the aggregate grant date fair value of awards reflected in this column for 2023 would be higher by the following amounts: Mr. McInerney, $5,306,481; Mr. Upton, $663,306; Mr. Haendiges, $663,306; Mr. Karawan, $397,985; and Ms. Saltzgaber, $397,985. | | (3) Reflects the value of cash incentives paid pursuant to our annual incentive program as described in the Compensation Discussion and Analysis section above. | | (4) Reflects the annual change in actuarial present values of the eligible named executive officers’ accumulated benefits under the SERP. The SERP was closed to new participants effective January 1, 2010. A description of the SERP precedes the 2023 Pension Benefits Table below. | | (5) See the 2023 All Other Compensation—Details table below. | | (6) Mr. Sheehan transitioned from the combined role of Chief Financial Officer and Chief Investment Officer effective March 1, 2023, and remained with the company in an advisory role until March 31, 2023. |

  136. 2023 Summary Compensation Table

    | 86 | Genworth Financial, Inc. |

  137. 2023 All Other Compensation—Details

    2023 All Other Compensation—Details

  138. 2023 All Other Compensation—Details

    | Name | Company Contributions to the Retirement Plans ($)(a) | Life Insurance Premiums ($)(b) | Executive Physical ($) | Financial Counseling ($) | Separation Payment ($) | Other ($) | Total ($) | | Mr. McInerney | 304,000 | 30,452(c) | 8,000 | 19,985 | | | 362,437 | | Mr. Upton | 116,560 | 39,753 | 8,000 | 13,100 | | | 177,413 | | Mr. Karawan | 108,830 | 30,585 | 8,000 | 19,985 | | | 167,400 | | Ms. Saltzgaber | 83,870 | 12,831 | - | - | | | 96,701 | | Mr. Haendiges | 99,185 | 22,913 | 8,000 | 19,985 | | | 150,083 | | Mr. Sheehan | 16,500 | 7,308 | - | - | 2,740,346(d) | | 2,764,154 |

  139. 2023 All Other Compensation—Details

    | (a) Reflects contributions made on behalf of the named executive officers for each of the following programs: (i) company matching contributions made in 2023 to the 401(k) Savings Feature of the Retirement and Savings Plan; (ii) company contributions made in 2024 to the Retirement Account Feature of the Retirement and Savings Plan, which are based on 2023 earnings; and (iii) company contributions made in 2024 to the Restoration Plan, which are based on 2023 earnings. | | (b) Represents premium payments made in 2023 for the following programs: (i) Leadership Life Program, an individually owned universal life insurance policy provided to all of our executives; and (ii) Executive Life Program, a $1 million company-owned life insurance policy for which the participating named executive officers may identify a beneficiary for payment by us in the event of his or her death. Premiums for the Leadership Life Program are graded through age 59, with escalation in particular between age 50 and 59, and level thereafter. | | (c) Value represents partial year premium payments, prior to Mr. McInerney voluntarily ceasing participation in the Leadership Life and Executive Life Programs during 2023. | | (d) Consistent with the terms of Mr. Sheehan’s separation from the company, value reflects the cash payment made to Mr. Sheehan for severance payment ($2,325,000), pro-rated annual incentive ($382,200) and health benefits ($33,146). For more information, see the Separation Benefits to our Former Chief Financial Officer and Chief Investment Officer section below. |

  140. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards The table below provides information on the following plan-based awards that were made in 2023:

  141. 2023 Grants of Plan-Based Awards

    | ● | Annual Incentive. Annual incentive opportunities awarded to our named executive officers are earned based on company performance measured against one-year financial objectives and key non-financial priorities, together with a qualitative assessment of performance, including individual performance objectives. Additional information regarding the design of the annual incentive program and the named executive officers’ 2023 awards is included in the Compensation Discussion and Analysis section above. Annual incentives are identified as “AI” in the Award Type column of the following table. | | ● | Restricted Stock Units. Each Genworth RSU represents a contingent right to receive one share of our common stock in the future. If the company pays dividends on its common stock, dividend equivalents accrue with respect to the RSUs and are paid in cash at the time that the corresponding RSUs vest. Additional information regarding RSUs is included in the Compensation Discussion and Analysis section above. | | ● | Performance Stock Units. Genworth PSUs consist of performance-vesting stock units that may convert to shares following the end of the performance period based on achievement of certain pre-established performance goals. PSUs are granted with respect to a target number of shares, will be forfeited if performance falls below a designated threshold level of performance, and may be earned up to 200% of the target number of shares for exceeding a designated maximum level of performance. Additional information regarding PSUs is included in the Compensation Discussion and Analysis section above. |

  142. 2023 Grants of Plan-Based Awards

    | 2024 Proxy Statement | 87 |

  143. 2023 Grants of Plan-Based Awards Table

    2023 Grants of Plan-Based Awards Table

  144. 2023 Grants of Plan-Based Awards Table

    | | Award Type | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (#)(1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | Name | | | Threshold | Target | Max | Threshold | Target | Max | | | | Mr. McInerney | AI | | - | 2,000,000 | 4,000,000 | | | | | | | | PSU | 2/16/2023 | | | | 391,514 | 783,028 | 1,566,056 | | 5,306,481 | | Mr. Upton | AI | | - | 750,000 | 1,500,000 | | | | | | | | RSU | 2/16/2023 | | | | | | | 109,457 | 679,728 | | | PSU | 2/16/2023 | | | | 48,939 | 97,878 | 195,756 | | 663,306 | | Mr. Karawan | AI | | - | 600,000 | 1,200,000 | | | | | | | | RSU | 2/16/2023 | | | | | | | 65,674 | 407,836 | | | PSU | 2/16/2023 | | | | 29,364 | 58,727 | 117,454 | | 397,985 | | Ms. Saltzgaber | AI | | - | 625,000 | 1,250,000 | | | | | | | | RSU | 2/16/2023 | | | | | | | 65,674 | 407,836 | | | PSU | 2/16/2023 | | | | 29,364 | 58,727 | 117,454 | | 397,985 | | Mr. Haendiges | AI | | - | 600,000 | 1,200,000 | | | | | | | | RSU | 2/16/2023 | | | | | | | 109,457 | 679,728 | | | PSU | 2/16/2023 | | | | 48,939 | 97,878 | 195,756 | | 663,306 | | Mr. Sheehan(4) | AI | | - | - | - | | | | | | | | RSU | | | | | | | | - | - | | | PSU | | | | - | | - | - | | - |

  145. 2023 Grants of Plan-Based Awards Table

    | (1) The 2023-2025 PSUs may be earned and become vested based on our level of achievement of certain pre-established performance goals over the performance period ending on December 31, 2025. | | (2) The RSUs vest one-third per year beginning on the first anniversary of the grant date. | | (3) Reflects the aggregate grant date fair value of the award determined in accordance with FASB ASC Topic 718. Grant date fair value for the RSUs is based on the closing price our common stock on the grant date. Grant date fair value for the PSUs is based on the closing price our common stock on the grant date and the probable outcome of performance-based conditions at the time of grant, excluding the effect of estimated forfeitures, together with a Monte Carlo valuation for the portion of the award tied to relative TSR performance. | | (4) Due to Mr. Sheehan’s separation from the company effective March 31, 2023, he did not receive equity grants for 2023. |

  146. 2023 Grants of Plan-Based Awards Table

    | 88 | Genworth Financial, Inc. |

  147. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    Outstanding Equity Awards at 2023 Fiscal Year-End Table The table below provides information with respect to stock options, SARs, RSUs and PSUs outstanding on December 31, 2023:

  148. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(5) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(5) | | Mr. McInerney | | | | | | | 2,353,316(6) | 15,720,151 | | | | | | | | | 1,176,334(7) | 7,857,911 | | | | | | | | | 783,028(8) | 5,230,627 | | Mr. Upton | 14,000 | - | 15.23 | 2/20/2024 | 24,802(1) | 165,677 | 142,626(6) | 952,742 | | | | | | | 41,152(2) | 274,895 | 58,817(7) | 392,898 | | | | | | | 109,457(3) | 731,173 | 97,878(8) | 653,825 | | Mr. Karawan | 20,000 | - | 15.23 | 2/20/2024 | 1,956(4) | 13,066 | - | - | | | | | | | 17,362(1) | 115,978 | 99,840(6) | 666,931 | | | | | | | 61,729(2) | 412,350 | 88,225(7) | 589,343 | | | | | | | 65,674(3) | 438,702 | 58,727(8) | 392,296 | | Ms. Saltzgaber | | | | | 65,674(3) | 438,702 | 58,727(8) | 392,296 | | Mr. Haendiges | | | | | 62,004(1) | 414,187 | 356,564(6) | 2,381,848 | | | | | | | 102,881(2) | 687,245 | 147,042(7) | 982,241 | | | | | | | 109,457(3) | 731,173 | 97,878(8) | 653,825 | | Mr. Sheehan | 100,000 | - | 15.23 | 2/20/2024 | - | - | 534,846(9) | 3,572,771 | | | 275,000 | - | 7.99 | 3/31/2024 | - | - | 294,083(10) | 1,964,474 |

  149. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | (1) Remaining RSUs vest 100% on 3/25/2024. | | (2) Remaining RSUs vest 50% on 2/17/2024 and 2/17/2025. | | (3) RSUs vest one-third on 2/16/2024, 2/16/2025, and 2/16/2026. | | (4) RSUs vest 100% on 6/6/2029. | | (5) Market value is calculated based on the closing price of our common stock on December 31, 2023 of $6.68 per share. | | (6) 2021-2023 PSUs were earned and became vested based on our level of achievement of certain pre-established performance goals over the performance period ending on December 31, 2023. Amounts reported here reflect actual levels of achievement of the performance goals as certified following the end of the performance period. For more information regarding the 2021-2023 PSUs, see the Compensation Discussion and Analysis section above. | | (7) 2022-2024 PSUs may be earned and become vested based on our level of achievement of certain pre-established performance goals over the performance period ending on December 31, 2024. Amounts reported here reflect target levels of achievement of the performance goals pursuant to applicable reporting requirements. For more information regarding the 2022-2024 PSUs, see the Compensation Discussion and Analysis section above. | | (8) 2023-2025 PSUs may be earned and become vested based on our level of achievement of certain pre-established performance goals over the performance period ending on December 31, 2025. Amounts reported here reflect target levels of achievement of the performance goals pursuant to applicable reporting requirements. For more information regarding the 2023-2025 PSUs, see the 2023 Grants of Plan Based Awards Table and the Compensation Discussion and Analysis section above. | | (9) Reflects prorated portion of Mr. Sheehan’s outstanding 2021-2023 PSUs that were earned and became vested based on actual achievement of the performance goals, and were prorated following the Compensation Committee’s certification of performance, based on the number of months he was employed during the performance period pursuant to the terms of the Senior Executive Severance Plan. | | (10) Reflects Mr. Sheehan’s outstanding 2022-2024 PSUs at the original target amount that may be earned based on actual achievement of the performance goals over the performance period ending on December 31, 2024, and will be prorated following the Compensation Committee’s certification of performance at the end of the performance period, based on the number of months he was employed during the performance period pursuant to the terms of the Senior Executive Severance Plan. |

  150. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | 2024 Proxy Statement | 89 |

  151. 2023 Options Exercised and Stock Vested Table

    2023 Options Exercised and Stock Vested Table The table below provides information regarding PSUs and RSUs that vested during 2023. Net shares received by each named executive officer upon exercise or vesting of equity awards, after shares are withheld for taxes, are subject to the stock ownership guidelines and a 50% retention ratio, as well as the nine-month holding period policy with respect to exercises of stock options and SARs, each as described in the Compensation Discussion and Analysis section above.

  152. 2023 Options Exercised and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Underlying Options/SARs Exercised (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Mr. McInerney | - | - | 2,068,031 | 12,718,391 | | Mr. Upton | - | - | 133,985 | 777,760 | | Mr. Karawan | - | - | 151,599 | 895,711 | | Ms. Saltzgaber | - | - | 10,798 | 62,051 | | Mr. Haendiges | - | - | 113,444 | 611,890 | | Mr. Sheehan | - | - | 1,044,484(3) | 5,909,268 |

  153. 2023 Options Exercised and Stock Vested Table

    | (1) Reflects the gross number of shares received upon the vesting of RSUs and PSUs. Based on the tax withholding payment election, a portion of the shares reflected above may have been withheld to cover taxes due. | | (2) Reflects the fair market value of the underlying shares as of the vesting date. | | (3) Consistent with the terms of Mr. Sheehan’s separation from the company, 226,889 shares vested on an accelerated basis. Refer to the section Executive Compensation – Separation Benefits to our Former Chief Financial Officer and Chief Investment Officer for additional information regarding Mr. Sheehan’s separation. |

  154. Pension Benefits

    Pension Benefits The SERP is a non-qualified, defined benefit plan maintained to provide eligible executives with additional retirement benefits. The SERP was closed to new participants after December 31, 2009; therefore, none of Mr. McInerney or Ms. Saltzgaber in 2013, or Mr. Haendiges in 2020, were eligible to participate in the SERP when they joined the company. The annual SERP benefit is a life annuity equal to a fixed percentage multiplied by the participant’s years of benefit service, and the participant’s average annual compensation (based on the highest consecutive 36-month period within the last 120-month period prior to separation from service) with the result not to exceed 40% of the participant’s average annual compensation. Benefit service is defined as service since the plan’s inception date (September 27, 2005) or date of SERP participation, whichever is later. The SERP benefit is then reduced by the value of the participant’s account balance under the Retirement Account Feature of our Retirement and Savings Plan as converted to an equivalent annual annuity. Compensation for SERP purposes generally includes only base salary and annual cash incentive (each whether or not deferred). The annual SERP benefit is calculated as described below:

  155. Pension Benefits

    | 90 | Genworth Financial, Inc. |

  156. Pension Benefits

    Each participant in the SERP will partially vest with regard to their benefit when they reach age 55 and have earned five years of “future service” (i.e. service occurring after December 31, 2015). Once a SERP participant has earned five years of “future service” and has reached at least age 55, the participant will become partially vested based on a scale ranging from 50% at age 55 and increasing by 10% each year until the participant reaches full vesting at age 60. If a participant resigns before fully vesting, then his or her SERP benefit will be partially or fully forfeited. Only in certain circumstances will the SERP become fully vested upon termination prior to age 60, as described in the Executive Compensation—Potential Payments upon Termination or Change of Control section below. Benefit payments under the SERP will begin following a participant’s qualifying separation from service, but not earlier than age 60. The SERP has no provisions for acceleration of payout before age 60. There are also no provisions for the granting of extra years of service. Material assumptions used to calculate the present value of the accumulated benefit are as follows:

  157. Pension Benefits

    | ● | The accumulated benefit represents the current accrued benefit first available at age 60 utilizing actual service and compensation as of December 31, 2020 (i.e., the plan freeze date); | | ● | Interest rate of 4.98%; | | ● | Mortality prescribed in the 1994 Group Annuity Mortality Table (Unisex) Found in Revenue Ruling 2001-62 (GATT2003) as defined by the plan; | | ● | Form of payment actuarially equivalent to a five-year certain and life benefit; and | | ● | Payments are guaranteed for the life of the participant. |

  158. Pension Benefits

    All SERP benefit accruals were frozen as of December 31, 2020. The table below reflects the present value of the accrued benefit as of December 31, 2023.

  159. 2023 Pension Benefits Table

    2023 Pension Benefits Table

  160. 2023 Pension Benefits Table

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefits ($) | Payments During Last Fiscal Year ($) | | Mr. McInerney(1) | * | - | - | - | | Mr. Upton | SERP | 15.33 | 2,204,048 | - | | Mr. Karawan | SERP | 15.33 | 1,541,704 | - | | Ms. Saltzgaber(1) | * | - | - | - | | Mr. Haendiges(1) | * | - | - | - | | Mr. Sheehan(2) | SERP | 15.33 | 5,222,425 | - |

  161. 2023 Pension Benefits Table

    | (1) The SERP was closed to new participants after December 31, 2009; therefore, McInerney, Haendiges, and Saltzgaber were not eligible for the SERP when they joined the company in 2013, 2020, and 2013 respectively. | | (2) Following Mr. Sheehan’s departure from the company, effective May 31, 2023, the vesting of his SERP benefits was accelerated. For more information, see the Separation Benefits to our Former Chief Financial Officer and Chief Investment Officer section below. |

  162. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation The company maintains the Restoration Plan, a non-qualified defined contribution plan, which provides eligible executives, including our named executive officers, with benefits generally equal to company contributions that they are precluded from receiving under the Retirement and Savings Plan as a result of restrictions imposed under Section 401(a)(17) of the Internal Revenue Code ($330,000 annual compensation limit in 2023). For 2023, we provided a credit into the Restoration 401(k) Savings Feature equal to 5% of the participant’s eligible pay (base salary and annual cash incentive paid) in excess of the annual compensation limit. Also for 2023, we provided a credit into the Retirement Account Feature of our qualified Retirement and Savings Plan (the “Restoration Retirement Account Feature”) equal to 3% of the participant’s eligible pay (base salary and annual cash incentive paid) in excess of the annual compensation limit.

  163. Non-Qualified Deferred Compensation

    | 2024 Proxy Statement | 91 |

  164. Non-Qualified Deferred Compensation

    Participants become vested with respect to the Restoration 401(k) Savings Feature and Restoration Retirement Account Feature account balances as of the earlier of reaching age 60 or attaining three years of “future service” (i.e., service occurring after December 31, 2015). Eligible executives, including our named executive officers, have had the opportunity to request that their Restoration Plan contribution credits (balances) be invested in or track a diverse array of generally available mutual fund investment options.

  165. 2023 Non-Qualified Deferred Compensation Table

    2023 Non-Qualified Deferred Compensation Table

  166. 2023 Non-Qualified Deferred Compensation Table

    | Name | Plan Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($)(1) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(2) | | Mr. McInerney | Restoration | - | 277,600 | 778,939 | - | 5,049,247 | | Mr. Upton | Restoration | - | 90,160 | 79,970 | - | 737,768 | | Mr. Karawan | Restoration | - | 82,430 | 64,975 | - | 582,305 | | Ms. Saltzgaber | Restoration | - | 57,470 | 29,683 | - | 299,656 | | Mr. Haendiges | Restoration | - | 74,400 | 15,573 | - | 207,754 | | Mr. Sheehan | Restoration | - | - | 237,679 | - | 1,920,501 |

  167. 2023 Non-Qualified Deferred Compensation Table

    | (1) Reflects company contributions to the Restoration Plan made in 2024, which are based on 2023 earnings. The contributions are reported as compensation for 2023 in the All Other Compensation column of the 2023 Summary Compensation Table. | | (2) Aggregate balances reported as of December 31, 2023 for the named executive officers include amounts that were reported in the Summary Compensation Tables for 2023 and years prior. For the Restoration Plan, the amount of compensation reported in the Summary Compensation Tables for 2023 and years prior is $3,600,565 for Mr. McInerney, $195,693 for Mr. Haendiges, $131,661 for Mr. Karawan, and $1,112,572 for Mr. Sheehan. Mr. McInerney’s aggregate balance includes amounts credited to him in prior years pursuant to a supplemental contribution previously provided under the company’s Restoration Plan, which was closed to new participants after December 31, 2015 and eliminated entirely effective December 31, 2020. For the Restoration Plan, the amount of compensation reported in the Summary Compensation Table for 2023 for Mr. Upton is $90,160 and for Ms. Saltzgaber is $57,470. |

  168. Potential Payments upon Termination or Change of Control

    Potential Payments upon Termination or Change of Control The following tables and narrative disclosure summarize the compensation and benefits payable to each of the continuing named executive officers in the event of a termination of employment under various circumstances, assuming that such termination was effective as of December 31, 2023. The compensation and benefits described and quantified below are in addition to the compensation and benefits that would already be earned or vested upon such named executive officer’s termination, including accrued but unpaid salary, and payments and benefits accrued under our broad-based benefit programs, including any vested contributions we made under the 401(k) Savings and Retirement Account Features of our Retirement and Savings Plan. A later section in the narrative also summarizes the benefits made available to Daniel J. Sheehan IV pursuant to a separation agreement entered into in connection with his transition from service as Chief Financial Officer and Chief Investment Officer of the company, effective March 1, 2023.

  169. Death or Disability

    Death or Disability

  170. Death or Disability

    | | Mr. McInerney | | Mr. Upton | | Mr. Karawan | | Ms. Saltzgaber | | Mr. Haendiges | | | | Death | Disability | Death | Disability | Death | Disability | Death | Disability | Death | Disability | | RSU Vesting(1) | $0 | $0 | $1,171,745 | $1,171,745 | $980,096 | $980,096 | $582,977 | $582,977 | $1,832,605 | $1,832,605 | | PSU Vesting(2) | 22,702,301 | 22,702,301 | 1,432,615 | 1,432,615 | 1,190,592 | 1,190,592 | 130,765 | 130,765 | 3,254,616 | 3,254,616 | | Cash Award | | | | | | | | | | | | Vesting(3) | - | - | - | - | - | - | 42,000 | 42,000 | - | - | | Pro-Rated | | | | | | | | | | | | Annual Incentive | | | | | | | | | | | | Award(4) | 3,200,000 | 3,200,000 | 1,200,000 | 1,200,000 | 960,000 | 960,000 | 1,000,000 | 1,000,000 | 900,000 | 900,000 | | SERP Vesting(5) | - | - | - | - | 154,170 | 154,170 | - | - | - | - | | Leadership Life | | | | | | | | | | | | Program(6) | - | - | 2,000,000 | 38,089 | 2,000,000 | 21,787 | 1,380,000 | 11,811 | 2,000,000 | 13,056 | | Executive Life | | | | | | | | | | | | Program(7) | - | - | 1,716,738 | - | 1,746,725 | - | 1,746,725 | - | 1,724,138 | - | | Total | $25,902,301 | $25,902,301 | $7,521,098 | $3,842,449 | $7,031,583 | $3,306,645 | $4,882,467 | $1,767,553 | $9,711,359 | $6,000,277 |

  171. Death or Disability

    | (1) Reflects the aggregate value of RSUs (based on the closing price of Genworth common stock on December 31, 2023 at $6.68) which would immediately vest as of the executive’s death or total disability. | | (2) Reflects a payout of 2021-2023 PSUs based on actual amounts awarded, a pro rata payout of 2022-2024 and 2023-2025 based on target level of performance. | | (3) Reflects the value of a time-based cash award granted in 2021 that would immediately vest upon death or disability | | (4) Reflects an annual incentive award based on actual performance results through the end of 2023. Annual incentive awards upon death or disability are determined based on actual pro rata performance. These amounts are reported as 2023 compensation in the Summary Compensation Table. | | (5) Reflects the incremental value of accelerated SERP benefits for each participating continuing named executive officer, on a fully vested basis, as noted in the 2023 Pension Benefits Table. | | (6) Represents death benefits payable to the named executive officer’s beneficiary in the event of death, or the value of one year of continued premium payments in the event of total disability. | | (7) Pursuant to the terms of the Executive Life Program, we will use the proceeds from a company-owned life insurance policy to pay the named executive officer’s beneficiary a $1 million payment, plus a gross-up on federal and state income taxes related to that payment. |

  172. Death or Disability

    Retirement Upon a voluntary termination, an executive who has achieved the defined retirement criteria per the applicable program would be eligible to receive the following:

  173. Death or Disability

    | ● | Leadership Life Program. Under the Leadership Life Program, if an executive reaches age 60 with 10 years of service and then retires, we will continue to pay premiums until the later of age 65 or until a total of 10 annual premium payments have been made. | | ● | Long-Term Incentive Awards. All unvested SAR and RSU awards would immediately vest and become exercisable if the participant is at least age 60 with five years of service at retirement. PSUs would become vested on a pro rata basis as of the date of termination based on the number of full months elapsed from the inception of the performance period until the date of termination, based on actual performance for the entire performance period. | | ● | Pro Rata Annual Incentive Award. If the executive is at least age 60 with ten years of service or age 55 with twenty-five years of service at retirement, payment would be based on the participant’s target and business performance prorated for the number of months worked during the year of retirement. |

  174. Death or Disability

    | 2024 Proxy Statement | 97 |

  175. Retirement

    | | Summary compensation table total for PEO(1) | Compensation actually paid to PEO(2) | Average summary compensation table total for non- PEO named executive officers(3) | Average compensation actually paid to non-PEO Named executive officers(2) | Value of initial fixed $100 investment based on: | | Net income ($millions)(5) | Adjusted Operating Income ($millions)(6) | | Year | | | | | Total shareholder return | Peer group total shareholder return(4) | | | | 2023 | $9,868,918 | $14,403,247 | $2,991,489 | $2,700,487 | $151.82 | $97.63 | $76 | $41 | | 2022 | $9,448,366 | $13,381,239 | $3,165,862 | $3,780,344 | $120.23 | $89.91 | $609 | $633 | | 2021 | $8,499,379 | $20,058,727 | $4,843,984 | $6,375,531 | $92.05 | $107.76 | $904 | $765 | | 2020 | $7,357,588 | $14,175,425 | $5,632,375 | $4,454,266 | $85.91 | $102.61 | $178 | $310 |

  176. Retirement

    | (2) The dollar amounts reported in this column represent the amount of “compensation actually paid” as calculated in accordance with Item 402(v) of SEC Regulation S-K. The following adjustments were made to the PEO’s total compensation as reported in the Summary Compensation Table for each applicable fiscal year and the average of the total compensation for the other non-PEOs as reported in the Summary Compensation Table for each applicable fiscal year to determine compensation actually paid to the PEO and the other non-PEOs, an average, respectively: |

  177. Retirement

    | (5) Except for the year ended December 31, 2023, net income has not been re-presented to reflect the adoption of LDTI. Compensation actually paid was based upon the financial performance of the company under the previous accounting standard. Net income reported in the company’s 2023 Annual Report on Form 10-K under LDTI for the years ended December 31,2023, 2022 and 2021, was $76 million, $916 million and $850 million, respectively. |

  178. Retirement

    | (6) In accordance with SEC rules, the company is required to include in the Pay versus Performance Table the “most important” financial performance measure (as determined by the company) used to link compensation actually paid to our executive officers to company performance for the most recently completed fiscal year. The company determined Adjusted Operating Income, which is a metric included in our incentive program, meets this requirement and therefore, we have included this performance measure in the Pay versus Performance Table. Except for the year ended December 31, 2023, adjusted operating income has not been re-presented to reflect the adoption of LDTI. Adjusted operating income reported in the company’s 2023 Annual Report on Form 10-K under LDTI for the years ended December 31, 2023, 2022 and 2021, was $41 million, $818 million and $474 million, respectively. The following table presents a reconciliation of net income to adjusted operating income for the year ended December 31: |

  179. ARTICLE VIII LIMITATIONS ON LIABILITY OF AND INDEMNIFICATION OF DIRECTORS AND OFFICERS

    ARTICLE VIII LIMITATIONS ON LIABILITY OF AND INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 1. Limited Liability. A No director of this Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or may hereafter be amended. Any repeal or modification of the foregoing paragraph shall not adversely affect any right or protection of a director of the Corporation existing hereunder with respect to any act or omission occurring prior to such repeal or modification. Section 2. Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (a “Covered Person”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a

  180. ARTICLE VIII LIMITATIONS ON LIABILITY OF AND INDEMNIFICATION OF DIRECTORS AND OFFICERS

    | 142 | Genworth Financial, Inc. |

  181. ARTICLE VIII LIMITATIONS ON LIABILITY OF AND INDEMNIFICATION OF DIRECTORS AND OFFICERS

    director or officer of the Corporation, or has or had agreed to become a director of the Corporation, or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Section 4 of this Article VIII, the Corporation shall be required to indemnify a Covered Person in connection with a proceeding (or part thereof) commenced by such Covered Person only if the commencement of such proceeding (or part thereof) by the Covered Person was authorized in the specific case by the Board of Directors. Section 3. Prepayment of Expenses. The Corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred by a Covered Person in defending any proceeding in advance of its final disposition, provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined that the Covered Person is not entitled to be indemnified under this Article VIII or otherwise. Section 4. Claims. If a claim for indemnification (following the final disposition of such action, suit or proceeding) or advancement of expenses under this Article VIII is not paid in full within thirty days after a written claim therefor by the Covered Person has been received by the Corporation, the Covered Person may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the Covered Person is not entitled to the requested indemnification or advancement of expenses under applicable law. Section 5. Nonexclusivity of Rights. The rights conferred on any Covered Person by this Article VIII shall not be exclusive of any other rights which such Covered Person may have or hereafter acquire under any statute, provision of this Certificate of Incorporation, the Bylaws of the Corporation, agreement, vote of stockholders or disinterested directors or otherwise. Section 6. Other Sources. The Corporation’s obligation, if any, to indemnify or to advance expenses to any Covered Person who was or is serving at its request as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such Covered Person is entitled to collect and is collectible as indemnification or advancement of expenses from such other corporation, limited liability company, partnership, joint venture, trust, enterprise or non-profit enterprise. Section 7. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Article VIII shall not adversely affect any right or protection hereunder of any Covered Person in respect of any act or omission occurring prior to the time of such repeal or modification. Section 8. Other Indemnification and Prepayment of Expenses. This Article VIII shall not limit the right of the Corporation, to the extent and in the manner permitted by law, to indemnify and to advance expenses to persons other than Covered Persons when and as authorized by appropriate corporate action.