DEF 14A of Enact Holdings, Inc., Apr 2, 2024

DEF 14A of Enact Holdings, Inc.

Filed Apr 2, 2024 · FY20230001823529-24-000092

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  1. Table of Contents

    | Executive Compensation Tables | 51 | | 2023 Summary Compensation Table | 51 | | Grants of Plan-Based Awards | 52 | | Outstanding Equity Awards at 2023 Fiscal Year-End Table | 54 | | 2023 Options Exercised and Stock Vested Table | 55 | | Pension Benefits | 55 | | Non-Qualified Deferred Compensation | 56 | | Potential Payments upon Termination or Change of Control | 57 | | CEO Pay Ratio | 61 | | Pay Versus Performance | 62 | | Audit Matters | 65 | | Proposal 3 Ratification of Selection of Independent Registered Public Accounting Firm | 65 | | Approval of Audit and Non-Audit Services | 66 | | Auditor Fees | 66 | | Report of the Audit Committee | 66 | | Proposal 4 Approval of an Amendment to the Corporation's Certificate of Incorporation to Adopt Provisions Limiting the Liability of Certain Officers as Permitted under Delaware Law | 67 | | Information About Our Stock | 69 | | Ownership of Enact Common Stock | 69 | | Equity Compensation Plan Information | 70 | | Questions and Answers about the 2024 Annual Meeting and Proxy Voting | 71 | | Other Information | 75 | | Voting | 75 | | Meeting Admission | 75 | | 2023 Annual Report | 75 | | Date of Distribution | 75 | | Internet Availability of Proxy Materials | 75 | | Appendix A | 76 |

  2. Our Director Nominees

    Our Director Nominees The table below sets forth information about our eleven director nominees, each of whom is an incumbent member of the Enact Board. The Board has determined that eight of the eleven nominees are independent directors under the Nasdaq Stock Market, LLC (“Nasdaq”) Exchange listing requirements.

  3. Our Director Nominees

    | Name and Primary Occupation | | Age | Director Since | Other Public Company Boards | Committee Membership | | | | | | | | | | | A | C | N | R | ICC | | | Dominic J. Addesso• Former CEO of Everest Re Group, Ltd. | 70 | 2021 | 0 | | | | | | | | Michael A. Bless Former CEO of Century Aluminum Company | 58 | 2022 | 2 | | | | | | | | John D. Fisk Former CEO of FHLBanks Office of Finance | 67 | 2021 | 1 | | | | | | | | Rohit Gupta President and CEO of Enact Holdings, Inc. | 49 | 2013 | 0 | | | | | | | | Sheila Hooda CEO and President of Alpha Advisory Partners | 66 | 2021 | 0 | | | | | | | | Thomas J. McInerney President and CEO of Genworth Financial, Inc. | 67 | 2021 | 1 | | | | | | | | Robert P. Restrepo Jr. Former Chairman and President and CEO of State Auto Financial Corporation | 73 | 2021 | 2 | | | | | | | | Debra W. Still Former President and CEO of Pulte Financial Services, Inc. | 71 | 2021 | 1 | | | | | | | | Westley V. Thompson Former President and CEO of M Financial Group | 70 | 2021 | 0 | | | | | | | | Jerome T. Upton EVP and CFO of Genworth Financial, Inc. | 60 | 2023 | 0 | | | | | | | | Anne G. Waleski Former EVP and CFO of the Markel Corporation | 57 | 2021 | 1 | | | | | |

  4. Our Director Nominees

    | A - Audit | ICC - Independent Capital | N - Nominating and Corporate Governance | | Chairperson | | R - Risk | C - Compensation | • - Independent Chairperson of the Board | | Member |

  5. Our Director Nominees

    | 2024 PROXY STATEMENT | 9 |

  6. Director Nominee Attributes

    Director Nominee Attributes

  7. Director Nominee Attributes

    | Independence | Age | Gender | Race/Ethnicity | | 73% Independent | 64.4 Years average | 27% Female | 27% Diverse |

  8. Director Nominee Qualifications

    Director Nominee Qualifications

  9. Director Nominee Qualifications

    | | | | | | | | | | | | | | | | Skills | | | | | | | | | | | | | | | | President/CEO President or CEO of a public company, a significant operating business segment of a public company with its own P&L, or a privately held company with annual revenues in excess of $100M | | | | | | | | | | | | 8/11 | | | Accounting/Financial An applicable degree (e.g., MBA, CPA) or significant experience with finance, public company financial reporting, financial statements and auditing processes | | | | | | | | | | | | 10/11 | | | Other Public Company Board Experience | | | | | | | | | | | | 11/11 | | | Insurance/Re-Insurance Managerial experience within the insurance industry, with insurance transactions, or insurance regulatory or accounting regimes | | | | | | | | | | | | 10/11 | | | Capital Markets/Investments Managerial experience overseeing or executing capital market transactions and investment strategy | | | | | | | | | | | | 10/11 | | | Risk Management Managerial or other public company board committee experience specific to risk, e.g., senior leadership role in a risk organization or a company engaged in managing risk as a primary business line, and/or other public company board risk committee service | | | | | | | | | | | | 11/11 | | | Government/Public Policy Direct experience engaging with regulators, legislators; having a significant role within a trade or industry group directly involving public policy; or experience as a regulator or legislator | | | | | | | | | | | | 10/11 | | | IT/Cybersecurity Managerial or oversight experience, e.g., senior leader with direct responsibility or significant experience managing IT or cybersecurity or the response to cyber-incidents; or other public company board committee service with oversight responsibility for IT/cybersecurity | | | | | | | | | | | | 5/11 | | | Mortgage/Financial Services Managerial experience for a company within the mortgage and/or financial services industry | | | | | | | | | | | | 8/11 | | | Marketing Operating experience with developing or executing on sales and marketing plans including digital marketing | | | | | | | | | | | | 5/11 |

  10. Director Nominee Qualifications

    | 12 | ENACT |

  11. Director Nominee Qualifications

    | 2 | Advisory Vote to Approve Named Executive Officer Compensation The Board recommends that stockholders vote FOR this proposal. | See page 39 |

  12. Nominees

    Nominees Director Bios (Director skills icons are defined on Page 12)

  13. Nominees

    | Dominic J. Addesso | | | | | | | Qualification Mr. Addesso has over 43 years of experience in insurance, re-insurance, and financial services, and coupled with his experience as a director of several private and public entities, Mr. Addesso provides the Board with great insight into insurance, financial and risk oversight matters. | | Former CEO Everest Re Group, Ltd. Independent Director Board of Directors (Chairperson) Committee(s): Independent Capital Age: 70 Director Since: September 2021 | Background Dominic Addesso has served as a director of Amynta Ultimate Holdings LLC since June 2022, as the Non-Executive Chairman of BMS RE, and as a director of Core Specialty Holdings, Inc. since December 2020, where he is chair of the audit committee. Mr. Addesso also serves in an executive advisory role with Madison Dearborn Partners. Prior to 2020 Mr. Addesso served in various leadership roles with Everest Re Group, Ltd. (NYSE: RE), a reinsurance and insurance provider, including as President and CEO from January 2014 to December 2019, previously serving as President, leading group operations from 2011 and as CFO from 2009 to 2011. He served on the Everest Board from 2012 and retired from that board in May 2020. Prior to joining Everest Mr. Addesso served as Senior Vice President, Financial Products and then later as President of US Treaty, and President of regional clients from November 1977 to May 2009 for Munich Re America. In addition, Mr. Addesso served in various roles with Selective Insurance Group, Inc. from 1978 to 1997, including as Chief Financial Officer from 1983 to 1993, and then as head of corporate underwriting, claims, and technology. Mr. Addesso began his career at KPMG where he also obtained his CPA designation. Mr. Addesso holds a B.A. in Accounting from the University of Notre Dame. |

  14. Nominees

    | Michael A. Bless | | | | | | | Qualification Mr. Bless brings a deep understanding of corporate finance to the Board, having spent over twenty years in financial roles, including serving as the CFO of three public companies and the Chief Executive Officer of Century Aluminum Company. He also has experience as a director of two public companies. | | Former CEO Century Aluminum Company Independent Director Committee(s): Independent Capital (Chairperson) and Risk Age: 58 Director Since: March 2022 | Background Michael A. Bless previously served as President and CEO of Century Aluminum Company (Nasdaq: CENX), a US-based producer of primary aluminum from November 2011 to July 2021. Mr. Bless was a member of Century's Board of Directors from December 2012 to July 2021. Mr. Bless also served as Century's Executive Vice President and CFO from 2006 to November 2011. Prior to Century, Mr. Bless worked for the investment firm of M. Safra & Co., Inc. from 2005 to 2006. Mr. Bless also served as the CFO of Maxtor Corporation (NYSE: MXO) in 2004, and Rockwell Automation, Inc. (NYSE: ROK) from 2001 to 2004, holding several other leadership positions with Rockwell. Mr. Bless began his career as an investment banker with Dillon, Read & Co. Inc. from 1987 to 1997. He holds an A.B. degree in history from Princeton University. Mr. Bless has served as a director and member of the audit committee, and leadership & compensation committee of Piedmont Lithium, Inc. (Nasdaq: PLL) since January 2023. Mr. Bless also has served as an independent director of CNA Financial Corporation (NYSE: CNA), where he is chair of the Compensation Committee and a member of the audit and finance committees, since 2017. He served as an independent director of Simpson Manufacturing Company (NYSE: SSD) from 2017 to 2021. |

  15. Nominees

    | 16 | ENACT |

  16. Nominees

    | John D. Fisk | | | | | | | Qualification Mr. Fisk has over 35 years of finance experience, specifically within the mortgage insurance and home lending spaces. His experiences there and as a director of a public company provide the Board with insight into real estate finance and public company operations. | | Former CEO of FHLBanks Office of Finance Independent Director Committee(s): Independent Capital and Risk (Chairperson) Age: 67 Director Since: September 2021 | Background John D. Fisk has served as a director of AGNC Investment Corp. (Nasdaq: AGNC) since 2019. Mr. Fisk retired in March 2019 as the CEO of the FHLBanks Office of Finance, a division of the Federal Home Loan Banks that issues and services all debt securities for the regional Federal Home Loan Banks, supporting borrowings of $1 trillion. Mr. Fisk had previously served as the Deputy Managing Director and Chief Operating Officer of the FHLBanks Office of Finance from 2004 until 2007 when he became the CEO. Prior to joining the FHLBanks Office of Finance, Mr. Fisk was the Executive Vice President of Strategic Planning at MGIC Investment Corporation, one of the nation’s largest providers of mortgage insurance, from 2002 until 2004. Mr. Fisk holds an M.B.A. in Finance and Public Management from The Wharton School at the University of Pennsylvania and a B.A. from Yale University. |

  17. Nominees

    | Rohit Gupta | | | | | | | Qualification Mr. Gupta offers insight into our Corporation from his current role as the President and CEO for Enact and EMICO. He also brings extensive experience in the housing and insurance industries from his roles at Enact and the Housing Policy Executive Council and Mortgage Bankers Association. | | President and CEO of Enact Holdings, Inc. Age: 49 Director Since: March 2013 | Background Rohit Gupta has served as our President and CEO since March 2013, as one of our directors since March 2013, and as Chairperson of our Board of Directors from July 2020 to September 2021. Mr. Gupta is also the current President and CEO for our primary insurance subsidiary, Enact Mortgage Insurance Corporation (“EMICO”), a role he assumed in May 2012. Mr. Gupta joined EMICO in 2003 and, prior to serving as our President and CEO, Mr. Gupta held roles of increasing responsibility, including serving as EMICO’s Chief Commercial Officer and Senior Vice President of Products, Intelligence, and Strategy. Prior to that, Mr. Gupta held both marketing director and senior product manager roles with GE Capital from 2000 to 2003. Mr. Gupta began his career with FedEx Corporation in Strategic Marketing, where he was responsible for competitive intelligence and market analysis supporting FedEx senior management. Mr. Gupta has served on the board of the Mortgage Bankers Association since October 2022, and he also serves on the board of the Housing Policy Executive Council. Mr. Gupta served on the board of the Mortgage Bankers Association Residential Board of Governors until October 2022. He also served as Chairperson and remains a board member of the U.S. Mortgage Insurers trade association and served on the board of Genworth MI Canada Inc. (TSX: MIC) from June 2016 to December 2019. Mr. Gupta received an undergraduate degree in Computer Science & Technology from Indian Institute of Technology and an M.B.A. in Finance from University of Illinois at Urbana Champaign. |

  18. Nominees

    | 2024 PROXY STATEMENT | 17 |

  19. Nominees

    | Sheila Hooda | | | | | | | Qualification Ms. Hooda brings deep experience in strategy, mergers and acquisitions, and corporate development, and governance in the financial services sector, and has also served as a director of multiple public and private company boards. | | CEO and President of Alpha Advisory Partners Independent Director Committee(s): Nominating and Corporate Governance (Chairperson) and Audit Age: 66 Director Since: September 2021 | Background Sheila Hooda is the CEO and President of Alpha Advisory Partners, which she founded in 2013 and advises on strategy, turnaround and transformation, customer centricity and digital business models for companies in the financial and business services sectors. Prior to founding Alpha Advisory Partners in 2013, she served as the global head of strategy and business development in the Financial & Risk division, Investors segment at Thomson Reuters, and earlier as senior managing director in strategy, M&A and corporate development roles at TIAA. Ms. Hooda previously was managing director in the Global Investment Banking Division at Credit Suisse, and prior leadership roles include Bankers Trust, Andersen Consulting and McKinsey & Co. Ms. Hooda holds a B.S. in Mathematics from Savitribai Phule Pune University, a PGDM in management from Indian Institute of Management, Ahmedabad and an M.B.A. from the University of Chicago Booth School of Business. Ms. Hooda has served on the board of the Alera Group, Inc. since February 2024. Ms. Hooda served on the board of Mutual of Omaha Insurance Company from March 2016 to March 2023, where she was the chair of its risk committee and member of its compensation and evaluation committee and ScION Tech Growth I (Nasdaq: SCOA), from December 2020 to December 2022, where she was the chair of the audit committee, and ScION Tech Growth II (Nasdaq: SCOB) from February 2021 to February 2023, where she was the chair of the audit committee. She previously served on the board of Virtus Investment Partners (Nasdaq: VRTS) from 2016 to 2020, where she was a member of its audit and risk & finance committees, and served on the Board of Directors of ProSight Global, Inc. (NYSE: PROS) from 2019 to August 2021, where she was chair of the nominating & governance committee and a member of the audit committee and the human resources committee. |

  20. Nominees

    | Thomas J. McInerney | | | | | | | Qualification Mr. McInerney offers insight into our Corporation from his current role as the President and CEO and as a director of Genworth. He also brings extensive knowledge of the insurance and financial services industries gained through over 40 years of experience serving in significant leadership positions with Genworth, ING Groep NV, and Aetna. | | President and CEO of Genworth Financial, Inc. Committee(s): Compensation Age: 67 Director Since: May 2021 | Background Thomas J. McInerney has served as our director since May 2021. Mr. McInerney has served as the President and CEO of our controlling stockholder, Genworth (NYSE: GNW) and as a director of that company since January 2013. Before joining Genworth Financial, Inc., Mr. McInerney had served as a Senior Advisor to the Boston Consulting Group from June 2011 to December 2012, providing consulting and advisory services to leading insurance and financial services companies in the United States and Canada. From October 2009 to December 2010, Mr. McInerney was a member of ING Groep NV’s Management Board for Insurance, where he was the Chief Operating Officer of ING’s insurance and investment management business worldwide. Prior to that, he served in a variety of senior roles with ING Groep NV after serving in many leadership positions with Aetna, where he began his career as an insurance underwriter in June 1978. Mr. McInerney is also on the boards of United Way Worldwide, Virginia Learns, Global Research Institute at the College of William and Mary, and Virginia Ready, where he serves as the Chair of the Board. Mr. McInerney is a member of the American Council of Life Insurers and serves, and has served, on its CEO Steering Committees and Board. Mr. McInerney received a B.A. in Economics with Honors from Colgate University and an M.B.A. from the Tuck School of Business at Dartmouth College. |

  21. Nominees

    | 18 | ENACT |

  22. Nominees

    | Robert P. Restrepo Jr. | | | | | | | Qualification Mr. Restrepo offers over 40 years of experience managing and operating insurance companies and has expertise in corporate governance, acquisitions, risk, strategic planning, and leadership development. | | Former Chairman and President and CEO of State Auto Financial Corporation Services, Inc. Independent Director Committee(s): Audit and Nominating and Corporate Governance Age: 73 Director Since: September 2021 | Background Robert P. Restrepo Jr. retired from State Auto Financial Corporation (Nasdaq: STFC) in 2015, having served as its Chairman from 2006 to December 2015 and as its President and CEO from 2006 to May 2015. Mr. Restrepo has over 40 years of insurance industry experience, having held executive roles at Main Street America Group, Hanover Insurance Group Inc. (formerly Allmerica Financial Corp), Travelers, and Aetna. Mr. Restrepo has served as a director of RLI Corp., a property and casualty insurance company, since July 2016. He also previously served as a director of Majesco, Inc. (Nasdaq: MJCO), a provider of insurance software and consulting services, from August 2015 until September 2020. Mr. Restrepo also has served on the board of Genworth Financial, Inc. (NYSE: GNW), since 2016, where he is chair of its audit committee and member of the management development and compensation committee. Mr. Restrepo has served on the board of RLI Corp. (NYSE:RLI) since July 2016, where he is a member of the human capital & compensation committee and the strategy committee. Mr. Restrepo also currently serves on the board of The Larry H. Miller Group of Companies. Mr. Restrepo received a B.A. in English from Yale University. |

  23. Nominees

    | Debra W. Still | | | | | | | Qualification Ms. Still has extensive experience in the mortgage industry, having served in various capacities with Pulte Mortgage, LLC since 1983, including serving as President from 2004-2020. Ms. Still brings deep financial and management experience to the Board. | | Former President and CEO of Pulte Financial Services Independent Director Committee(s): Compensation (Chairperson) and Independent Capital Age: 71 Director Since: September 2021 | Background Debra W. Still, CMB, is Vice Chair of Pulte Financial Services, which includes Pulte Mortgage LLC, PGP Title and Pulte Insurance Agency. Pulte Financial Services is the mortgage lending, title, and insurance operations of PulteGroup, one of America’s largest homebuilders. Ms. Still is a member of the board of managers of Pulte Mortgage, LLC, a nationwide lender headquartered in Englewood, Colorado. Ms. Still served as the President and CEO of Pulte Financial Services from 2010 to April of 2023, overseeing Pulte Mortgage, PGP Title and PIA Insurance. She also served as the President of Pulte Mortgage, LLC, from July 2004 until April 2020. Ms. Still served as the 2013 Chairman of the Mortgage Bankers Association and is currently a member of the association's Board of Directors, and a member of MBA’s Consumer Affairs Advisory Council. Still also serves on the Housing Policy Council Executive Council. She has been the Chairman of the MBA Opens Doors Foundation since 2013. Opens Doors provides rent and mortgage assistance to help keep families with critically ill or injured children in their homes while their child is in treatment. Ms. Still is a graduate of Ithaca College, Ithaca, N.Y., with a Bachelor of Science degree and has completed graduate work at George Washington University. Ms. Still serves on the Board of Directors of Chimera Investment Corporation (NYSE: CIM) since March 2018, where she is a member of the compensation committee and is chair of the nominating and corporate governance committee. In 2023, Ms. Still joined Fannie Mae’s Affordable Housing Advisory Council. |

  24. Nominees

    | 2024 PROXY STATEMENT | 19 |

  25. Nominees

    | Westley V. Thompson | | | | | | | Qualification Mr. Thompson has extensive experience in the finance and insurance industries and has served on the boards of both private and public companies. Mr. Thompson brings insurance technology and finance insight to the Board. | | Former President and CEO of M Financial Group Independent Director Committee(s): Compensation Age: 70 Director Since: September 2021 | Background Westley V. Thompson retired as President and CEO of M Financial Group, a life insurance company, and as a member of the M Financial Holdings Incorporated Board of Directors where he served in this capacity since 2017. Prior to joining M Financial Group, Mr. Thompson served as CEO of Emerge.me, LLC, an insurtech company that he founded in 2015. In addition, Mr. Thompson served on the board of Majesco, Inc. (Nasdaq: MJCO) from September 2016 until April 2018. From October 2008 until April 2014, Mr. Thompson served as President of Sun Life Financial U.S. Prior to joining Sun Life, Mr. Thompson held executive roles at Lincoln Financial Group from January 1998 to September 2008 and at CIGNA Individual Insurance from April 1994 to December 1997. Mr. Thompson holds a B.A. from Brown University. |

  26. Nominees

    | Jerome T. Upton | | | | | | | Qualification Mr. Upton brings insight to the Corporation through his role as the Executive Vice President and Chief Financial Officer of Genworth, and having served in multiple capacities, including as the CFO and Operations Officer for Genworth’s Global Mortgage Insurance business. Mr. Upton has over thirty years of extensive experience in insurance. | | Executive Vice President and CFO of Genworth Financial, Inc. Committee(s): Risk Age: 60 Director Since: March 2023 | Background Jerome T. Upton is the Executive Vice President and Chief Financial Officer for our controlling stockholder, Genworth (NYSE: GNW). From April 2022 through February of 2023, Mr. Upton served as the Senior Vice President, Deputy Chief Financial Officer, and Controller (Principal Accounting Officer) for Genworth. From June 2010 to April 2022, Mr. Upton served as a Vice President of Genworth (during which time he also served as Deputy CFO from August 2020 to April 2022, as interim CFO of Genworth’s U.S. Life Insurance segment from August 2019 to August 2020, as the Chief Financial and Operations Officer of Genworth’s Global Mortgage Insurance businesses from May 2012 to August 2019, and Senior Vice President and Chief Operating Officer of the international mortgage insurance businesses of Genworth from June 2010 to May 2012). Prior to joining Genworth’s predecessor in 1998, Mr. Upton was with KPMG Peat Marwick, where he served in accounting positions of increasing authority before attaining the position of Senior Manager – Insurance. Prior to KPMG, Mr. Upton was the Controller and Director of Financial Reporting for Century American Insurance Company and obtained the status of Certified Public Accountant. Mr. Upton received a Bachelor of Science Degree in Accounting from the University of North Carolina at Pembroke. Mr. Upton served as a director of Genworth Mortgage Australia Limited (ASX: GMA) from February 2012 until September 2020, and as a director of Genworth MI Canada Inc. (TSX: MIC) from May 2014 until December 2019. |

  27. Nominees

    | 20 | ENACT |

  28. Nominees

    | Anne G. Waleski | | | | | | | Qualification Ms. Waleski brings 28 years of experience in finance, insurance and investment to the Board, as well as experience serving as a public company director. Ms. Waleski brings audit and investment insight to the Board. | | Former CFO and Executive Vice President of the Markel Corporation Independent Director Committee(s): Audit (Chairperson), Nominating and Corporate Governance Age: 57 Director Since: September 2021 | Background Anne G. Waleski previously served as Executive Vice President of Markel Corporation, a global holding company for insurance, reinsurance, non-insurance operations, and investment operations around the world, from 2018 until June 2019. Ms. Waleski served as CFO and Executive Vice President of Markel Corporation from 2010 until 2018, Treasurer of Markel from 2003 to 2010, and held various other finance positions at Markel Corporation from 1993 to 2003. Ms. Waleski holds a bachelor’s degree in Economics from The College of William & Mary and has an M.B.A. from the University of Richmond. Ms. Waleski has served on the Board of Liberty Mutual Insurance since November 2021, Mutual Assurance Society of VA from May 2020 to November 2021 where she was a member of the audit committee, Tredegar Corporation (NYSE: TG) from August 2018 to August 2023, where she was a member of the audit committee and the executive compensation committee, and ProSight Global, Inc. (NYSE: PROS) from June 2020 to August 2021, where she was a member of the audit committee. |

  29. Compensation of Directors

    Compensation of Directors The Compensation Committee has the responsibility for annually reviewing and recommending to the Board compensation and benefits for “independent directors.” Independent directors are those directors who are not executive officers of Enact, Genworth, or their affiliates. Accordingly, all directors, other than Mr. Gupta, Mr. McInerney, Mr. Sheehan (during his period of service), and Mr. Upton, are independent directors. Mr. Gupta, Mr. McInerney, and Mr. Upton do not receive any additional compensation for serving as a director (and Mr. Sheehan did not receive any additional compensation for his period of director service). Mr. Sheehan resigned from the Board and Mr. Upton was appointed to the Board on March 1, 2023. The components of our independent directors’ compensation were reviewed by the Compensation Committee in 2023 with the following changes recommended to and approved by the Board. The annual cash retainer for directors was increased by $10,000 to a total or $110,000, and the value of annual equity awards for directors was also increased by $10,000 to a total of $160,000. In addition, all committee chairperson retainers were increased by $5,000 annually. The retainer for the Board Chairperson was unchanged from the prior year. In 2023, the Corporation’s compensation program for non-management directors were as follows:

  30. Compensation of Directors

    | | Cash | DSUs | Total | | Annual Retainer | $110,000 | $160,000 | $270,000 | | Annual Additional Retainer for Board Chairperson | $80,000 | $120,000 | $200,000 | | Annual Additional Retainer for Lead Director | $20,000 | | | | Annual Additional Retainer for Committee Chairpersons | | | | | Audit | $30,000 | | | | Compensation | $25,000 | | | | Other Committees | $20,000 | | |

  31. Compensation of Directors

    •Annual Retainer. Each independent director is paid an annual retainer of $270,000. Of this amount, $110,000 is paid in cash, in quarterly installments, following the end of each quarter of service, and $160,000 is paid in deferred stock units (“DSUs”) granted as an annual award under our 2021 Omnibus Incentive Plan, as amended (the “2021 Plan”) generally following our annual meeting of stockholders. •Annual Additional Retainer for Board Chairperson. As additional compensation for service as Board Chairperson, the Board Chairperson receives a $200,000 annual retainer in addition to the regular annual retainer. The cash amount, $80,000, is paid in quarterly installments, following the end of each quarter of service. The DSU amount, $120,000, is paid as an annual award generally granted following our annual meeting of stockholders. •Additional Retainer for Lead Director. If a Lead Director is appointed in the absence of an independent Chairperson, the Lead Director would receive an annual cash retainer of $20,000 payable in quarterly installments, as additional compensation for service as Lead Director. Currently, Enact does not maintain a Lead Director. •Additional Retainer for Committee Chairpersons. As additional compensation for service as chairperson of a committee, each chairperson will receive an additional annual cash retainer payable in quarterly installments, as follows: Audit Committee Chairperson, $30,000; Compensation Committee Chairperson, $25,000; and each other standing committee chairperson, $20,000.

  32. Compensation of Directors

    | 2024 PROXY STATEMENT | 37 |

  33. Compensation of Directors

    •Deferred Stock Units. The number of DSUs granted is determined by dividing the DSU target award value above by the fair market value of our common stock on the date of grant. Each DSU represents the right to receive one share of our common stock in the future, following the recipient’s separation from service as a director. 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 one year after the director leaves the Board in a single lump sum or immediately upon the death of an independent director. •Reimbursement of Certain Expenses. 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.

  34. 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 directors. As noted above, Mr. Gupta, Mr. McInerney, Mr. Upton, and Mr. Sheehan did not receive any additional compensation for their services as a director in 2023.

  35. 2023 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Total ($) | | Dominic J. Addesso | 187,500 | 278,084 | 465,584 | | Michael Bless | 120,247 | 158,905 | 279,152 | | John D. Fisk | 126,250 | 158,905 | 285,155 | | Sheila Hooda | 126,250 | 158,905 | 285,155 | | Robert P. Restrepo, Jr. | 107,500 | 158,905 | 266,405 | | Debra W. Still | 137,308 | 158,905 | 296,213 | | Westley V. Thompson | 107,500 | 158,905 | 266,405 | | Anne G. Waleski | 136,250 | 158,905 | 295,155 |

  36. 2023 Director Compensation Table

    (1)Amounts include the portion of the annual retainer (described above) that was paid in cash. Amounts also include applicable additional retainers for services as committee chairperson and the cash portion of the retainer for services as the independent Chairperson of the Board of Directors. (2)Reflects the aggregate grant date fair value of DSUs, determined in accordance with FASB ASC Topic 718. (3)The following table shows for each independent director the total number of DSUs held as of December 31, 2023 (rounded down to the nearest whole share). Mr. McInerney, Mr. Upton, and Mr. Sheehan did not hold any Enact equity awards as of such date.

  37. 2023 Director Compensation Table

    | Name | Total Number of DSUs Held as of December 31, 2023 | | Dominic J. Addesso | 34,519 | | Michael Bless | 15,517 | | John D. Fisk | 19,383 | | Sheila Hooda | 19,383 | | Robert P. Restrepo, Jr. | 19,383 | | Debra W. Still | 19,383 | | Westley V. Thompson | 19,383 | | Anne G. Waleski | 19,383 |

  38. 2023 Director Compensation Table

    | 38 | ENACT |

  39. 2023 Director Compensation Table

    | 2 | Advisory Vote to Approve Named Executive Officer Compensation | | Pursuant to Section 14A of the Exchange Act, we are required to provide our stockholders with the opportunity to vote to approve, on an advisory, non-binding basis, the compensation of our NEOs as disclosed in this Proxy Statement in accordance with the SEC’s rules. As described in detail in the Compensation Discussion and Analysis section below, our executive compensation programs are designed to attract, retain, and motivate executives of superior ability who are dedicated to the long-term interests of our stockholders. Under these programs, our NEOs are rewarded for the achievement of specific annual, long-term, and strategic goals, corporate goals, and the realization of increased stockholder value. Highlights of our executive compensation program, include: •compensation programs that are performance-based and align executive officer incentives with stockholder interests over multiple timeframes; •annual incentives that are earned based on performance measured against specific financial and strategic objectives for an executive’s area of responsibility, together with a qualitative assessment of performance; •at-risk pay and compensation design that reflect an executive officer’s impact on the Corporation’s performance over time; and •appropriate risk management practices, including robust clawback policies, anti-hedging policy, anti-pledging policy, stock ownership requirements, net share retention ratio, and net hold requirements with respect to equity grants. We are asking our stockholders to indicate their support for our NEO compensation as described in this Proxy Statement. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on our NEOs’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies, and practices described in this Proxy Statement. Accordingly, we ask our stockholders to vote FOR the approval, on an advisory basis, of the compensation of our NEOs, as disclosed in this Proxy Statement, including the Compensation Discussion and Analysis section, the 2023 Summary Compensation Table, and the other related tables and narrative discussion. Though the say-on-pay vote is advisory, and therefore not binding, our Board of Directors and the Compensation Committee value the opinions of our stockholders, and the Compensation Committee will consider the voting results when making future decisions regarding executive compensation as it deems appropriate. In 2022, our stockholders cast an advisory vote recommending that future say-on-pay votes be held every year. We expect to hold our next say-on-pay vote following the 2024 Annual Meeting of Stockholders at our 2025 Annual Meeting of Stockholders. | | | | The Board of Directors recommends that stockholders vote FOR the approval of the compensation of our named executive officers, as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the SEC. |

  40. 2023 Director Compensation Table

    | 2024 PROXY STATEMENT | 39 |

  41. Named Executive Officers

    Named Executive Officers This section provides an overview and analysis of our compensation programs and policies, including the material compensation decisions made under the programs with respect to our following named executive officers for 2023 (who are also our only executive officers under the applicable SEC rules), whom we refer to as our NEOs:

  42. Named Executive Officers

    | | Rohit Gupta President and Chief Executive Officer (“CEO”) Rohit Gupta, 49, has served as our President and Chief Executive Officer since March 2013, as one of our directors since March 2013, and as Chairperson of our board of directors from July 2020 to September 2021. | | | Hardin Dean Mitchell Executive Vice President, Chief Financial Officer (“CFO”) and Treasurer Hardin Dean Mitchell, 54, has served as our Executive Vice President, Chief Financial Officer and Treasurer since May 2021. Mr. Mitchell served as our Senior Vice President, Chief Financial Officer and Treasurer from March 2013 to May 2021 after having served on an acting basis since August 2011. | | | Evan Stolove Executive Vice President, General Counsel, and Corporate Secretary Evan Stolove, 55, has served as our Executive Vice President, General Counsel and Corporate Secretary since May 2021 and is responsible for legal, compliance, privacy, and state government affairs. Mr. Stolove served as our Senior Vice President, General Counsel and Secretary from July 2017 to May 2021. | | | Michael Derstine Executive Vice President and Chief Risk Officer Michael Derstine, 54, has served as our Executive Vice President and Chief Risk Officer since May 2021 and is responsible for risk management, pricing, credit policy, and quality assurance. Mr. Derstine served as our Senior Vice President and Chief Risk Officer from March 2013 to May 2021. | | | Brian Gould Executive Vice President and Chief Operations Officer Brian Gould, 52, has served as our Executive Vice President and Chief Operations Officer since May 2021, and is responsible for claims, underwriting and analytics at Enact. Mr. Gould previously served as our Vice President, Operations for EMICO, a role he assumed in November 2018, where he was responsible for similar functions. |

  43. Named Executive Officers

    | 40 | ENACT |

  44. 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 cash incentives (short-term performance-based awards) •The 2023 annual grants of long-term incentives, which include equity-based PSUs (vesting based on the Corporation’s Book Value per Share growth over a three-year performance period) and RSUs (rewards long-term stock appreciation with an emphasis on retention) •Prior to the 2021 IPO, certain executive officers received long-term incentive grants under Genworth’s long-term incentive program. These grants remain outstanding and continue to vest in accordance with their terms | | Total compensation opportunities should be competitive within the relevant marketplace | •Our compensation benchmarking approach, as described below, and annual review of the composition of our peer group •We generally target our pay to the median of the market while also taking into account individual circumstances by, utilizing a combination of benchmark data, importance of the role to the Corporation and individual skill sets in determining compensation levels | | 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 objectives set for the Corporation, together with a qualitative assessment of operational performance and other results •We utilize long-term equity grants to reward achievement of specific longer-term Corporation objectives | | Plan designs and incentives should support appropriate risk management practices | •We maintain anti-hedging, and anti-pledging policies applicable to all executive officers •We maintain clawback policies, which extend to time and performance based incentive awards and permit recovery beyond the legally required minimums |

  45. Key Governance Practices

    | Annual Advisory Approval of Executive Compensation Use of Long-Term Incentives No Excise Tax Gross-Ups for Change of Control Benefits Independent Compensation Consultant | Anti-Hedging and Anti-Pledging Restrictions Clawback Policies Double Trigger for Change of Control Severance Benefits No Excessive Executive Perquisites |

  46. Role of Management

    Role of Management Our CEO and Senior Vice President—Human Resources attend meetings of the Compensation Committee to provide analysis, details, and recommendations regarding the Corporation’s executive compensation programs and plan designs. During full Board meetings, members of the Compensation Committee also receive business performance and strategy updates from other members of management, which the Compensation Committee uses to align with compensation incentive goals. Our CEO provides the Compensation Committee with performance assessments and compensation recommendations for each of the NEOs (other than himself). The Compensation Committee, typically in the first quarter of each year, 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 for executive officers to recommend to the Board for approval. For more information on the compensation decisions made for 2023, see the Key Compensation Program Elements section below.

  47. Role of Compensation Consultants

    Role of Compensation Consultants In 2023, the Compensation Committee retained FW Cook as its independent compensation consultant. The independent compensation consultant regularly attends Compensation Committee meetings and occasionally 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 NEOs. In 2023, the Compensation Committee assessed the independence of the compensation consultant pursuant to SEC rules and concluded that no conflict of interest exists with respect to their engagement.

  48. Benchmarking

    Benchmarking We generally evaluate the market competitiveness of our programs as an input into the process of designing plans and setting target compensation levels for NEOs. We review each component of compensation for our NEOs separately and in the aggregate, and we also consider the internal responsibilities of the NEOs to help determine appropriate pay levels. With respect to individual NEOs, we compare the total target compensation opportunities for our NEOs to the target opportunities for similar positions at comparable companies. These benchmarks are a gauge for evaluating market competitiveness, but they are not given greater weight than other key factors when making compensation decisions. For example, individual NEOs 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.

  49. Benchmarking

    | 42 | ENACT |

  50. Benchmarking

    For 2023, pay decisions were made by the Compensation Committee and guided by publicly available information for the below list of 15 peer companies (the “Peer Group”), as well as information available through market compensation surveys to provide a broad perspective of market practice. Additionally, the Compensation Committee will from time to time place more emphasis on reviewing the compensation programs of the four other mortgage insurance companies (Essent Group LTD, MGIC Investment Corporation, NMI Holdings Inc., and Radian Group Inc) in the Peer Group due to their close correlation with our business makeup and strategy. The companies included in market surveys are not individually identifiable for a particular executive position (and therefore we are not benchmarking against any particular company within the survey), and also they may change from year-to-year based on voluntary participation in the market surveys used, 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, the Compensation Committee will consider adding peers, or removing peers that no longer have revenue sources and talent demands similar to ours. The Compensation Committee removed Flagstar Bancorp, Inc. and added PennyMac Financial Services and Stewart Information Services Corp. to the Peer Group for 2023 to correlate the Peer Group more closely to the business of the Corporation. The Peer Group used when considering 2023 compensation actions was composed of the following companies:

  51. Benchmarking

    | Arch Capital Group Ltd. Assured Guaranty Ltd. Axos Financial, Inc. Employers Holdings, Inc. Essent Group Ltd | First American Financial Corporation Guild Holdings Company MGIC Investment Corporation Mr. Cooper Group, Inc. NMI Holdings, Inc. | PennyMac Financial Services Radian Group, Inc. RLI Corp. Stewart Information Services Corp. Walker & Dunlap, Inc. |

  52. Key Compensation Program Elements

    Key Compensation Program Elements Our 2023 annual compensation program for NEOs consisted of the following key elements: base salary, annual incentive, and annual long-term incentive grants (which were comprised of PSUs and RSUs).

  53. Annual Incentive

    Annual Incentive Our annual incentive program rewards performance against financial objectives, together with a qualitative assessment of our achievement of operational objectives, and other accomplishments toward strategic priorities, which are not necessarily reflected in annual financial results. Our annual incentive program, which was closely aligned with our annual business operating plan for 2023, was approved by our Compensation Committee. Generally, the Compensation Committee sets performance targets for the annual incentive program that align with achievement of 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 increase on a yearly basis, and they may even be set below the previous year’s targets or actual results. For 2023, the Compensation Committee added expense ratio as an additional financial objective to incentivize the NEOs to maintain capital efficiency while generating returns. For 2023, each NEO had an annual incentive target, expressed as a percentage of base salary. Mr. Gupta’s annual incentive target remained unchanged from 2022 at 160%, based on peer group data and his role on the senior leadership team. For the other NEOs, their annual incentive targets were also considered competitive for their roles within the marketplace and remained unchanged from 2022 levels. The 2023 target annual incentive opportunities for our NEOs ranged from 55% to 160% of base salary, and payout opportunities for 2023 ranged from zero to 200% of their individual target amount. Individual annual incentive targets are described below in the NEO 2023 Scorecard Results section and are also reported in the 2023 Grants of Plan-Based Awards Table. Final awards under our annual incentive program for 2023 were determined based on a scorecard approach that considered the Corporation’s achievement of the following financial and strategic objectives as well as each NEO’s individual performance.

  54. Strategic Objectives Performance

    In February of 2024, our Compensation Committee reviewed overall performance results against the applicable objectives in the scorecard and also considered the performance of each NEO in their respective area of responsibility in determining the actual 2023 annual incentive payouts. Enact delivered strong performance in what remained a volatile and uncertain market throughout the year. Execution successes include: (i) the strong underlying credit quality of our business portfolio; and (ii) maintaining strong capital positions in our business to ensure their resilience across a wide range of potential scenarios. Amounts paid for 2023 are reported under the Non-Equity Incentive Plan Compensation column of the 2023 Summary Compensation Table.

  55. Financial Objectives (70%)

    | Key Financial Objective | Unit | Weighting | Threshold | Target | Maximum | 2023 Results | 2023 Payout | | Adjusted Operating Income(1) | $MM | 30% | $215 | $455 | $600 | $676 | 200% | | Adjusted Return on Equity(2) | % | 30% | 5.1% | 10.9% | 14.1% | 15.5% | 200% | | Expense Ratio(3) | % | 10% | 26% | 24% | 22% | 23.0% | 150% |

  56. Strategic Objectives (30%)

    | | Rohit Gupta Mr. Gupta’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 $1,480,000. Mr. Gupta’s approved annual incentive award for 2023 was $2,590,000, or approximately 175% of his targeted amount, based on the achievement of the financial and strategic measures. | | | Hardin Dean Mitchell Mr. Mitchell’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 $500,000. Mr. Mitchell’s approved annual incentive award for 2023 was $875,000, or approximately 175% of his targeted amount, based on the achievement of the financial and strategic measures. | | | Evan S. Stolove Mr. Stolove’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 $318,750. Mr. Stolove’s approved annual incentive award for 2023 was $558,000, or approximately 175% of his targeted amount, based on the achievement of the financial and strategic measures. | | | Michael Derstine Mr. Derstine’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 $206,250. Mr. Derstine’s approved annual incentive award for 2023 was $361,000, or approximately 175% of his targeted amount, based on the achievement of the financial and strategic measures. | | | Brian Gould Mr. Gould’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 $192,500. Mr. Gould’s approved annual incentive award for 2023 was $337,000, or approximately 175% of his targeted amount, based on the achievement of the financial and strategic measures. |

  57. Long-Term Incentive Award Design

    Long-Term Incentive Award Design Enact’s long-term incentive awards to executive officers include PSUs and RSUs. Taken together, we believe our annual long-term incentive grants provide our NEOs 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. To determine annual long-term equity grant awards for the NEOs, the Compensation Committee works with its independent compensation consultant. 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 retention needs.

  58. 2023 Enact Long-Term Incentives

    2023 Enact Long-Term Incentives In February 2023, during the annual review of executive officer pay, in conjunction with benchmarking data and advice provided by its compensation consultant, the Committee approved increases to each of our NEO’s annual long-term incentive target award values. The increases bring 2023 target annual long-term incentive award values for our NEOs to an average of 46% of total target compensation for the officers and is a reflection of the continued progression of pay alignment with the long-term interests of our stockholders for a public company officer.

  59. 2023 Enact Long-Term Incentives

    | 46 | ENACT |

  60. 2023 Enact Long-Term Incentives

    The target award value of the annual long-term incentive awards made in 2023 to our NEOs were as follows:

  61. 2023 Enact Long-Term Incentives

    | Name | Target Award Value ($) | # of RSUs Awarded | Target # of PSUs Awarded | | Mr. Gupta | 4,250,000 | 86,788 | 86,788 | | Mr. Mitchell | 950,000 | 19,400 | 19,400 | | Mr. Stolove | 425,000 | 8,679 | 8,679 | | Mr. Derstine | 400,000 | 8,169 | 8,169 | | Mr. Gould | 350,000 | 7,148 | 7,148 |

  62. 2023 Enact Long-Term Incentives

    The target award values above represent the values approved by the Committee, which were used to determine the number of RSUs and PSUs granted to each NEO. Such values are different from the grant date accounting values, determined in accordance with FASB-ASC Topic 718 that are included in the Summary Compensation Table and Grants of Plan Based Awards Table.

  63. Additional Information Regarding Restricted Stock Units

    Additional Information Regarding Restricted Stock Units •RSUs vest 33% per year, beginning on the first anniversary of the grant date.

  64. Additional Information Regarding Performance Stock Units

    Additional Information Regarding Performance Stock Units •The 2023 PSUs are eligible to vest from 0 to 200% of the target number of PSUs granted based on the Corporation’s Book Value per Share Growth over a three-year performance period from January 1, 2023 through December 31, 2025. •Payout for performance is interpolated on a straight-line basis between each of threshold and target payouts and between target and maximum payouts levels. •No payout is earned for performance below threshold level for the performance period. •In evaluating performance, the Compensation Committee excludes 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) stockholder dividends or common stock repurchases and c) changes in accounting principles or other laws or provisions. •Notwithstanding the level of achievement of the performance goals, the Compensation Committee may exercise negative discretion to pay out a lesser amount, or no amount at all, based on such considerations as the Compensation Committee deems appropriate.

  65. Additional Information Regarding Long-Term Incentive Awards

    Additional Information Regarding Long-Term Incentive Awards •Outstanding long-term incentive awards are generally forfeited upon the NEO’s termination of employment with the Corporation prior to vesting, except for limited instances as described in the Executive Compensation—Potential Payments upon Termination or Change of Control section below.

  66. 2023-2025 Performance Stock Unit Metrics and Goals

    2023-2025 Performance Stock Unit Metrics and Goals

  67. 2023-2025 Performance Stock Unit Metrics and Goals

    | | Book Value per Share Growth | | | | Performance Measurement Period | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | | January 1, 2023 – December 31, 2025 | 13% | 33% | 43% |

  68. Genworth 2021 Performance Stock Units

    Genworth 2021 Performance Stock Units Genworth PSUs previously granted to our CEO in 2021 were eligible to vest based on the achievement of performance goals relating to certain financial metrics that are key drivers of Genworth’s multi-year business operating plan, a significant component of which is Enact’s adjusted operating income, measured over one cumulative three-year performance period which ended on December 31, 2023. No payout is earned for performance below the threshold performance level for the performance measurement period, while performance at the threshold performance level would result in 50% of the target PSUs vesting, and performance at the maximum performance level would result in 200% of the target PSUs vesting. Following the end of the performance period, the Compensation Committee of Genworth certified a performance achievement at the maximum performance level, which resulted in the vesting of 200% of the target PSUs granted to our CEO.

  69. Genworth 2021 Performance Stock Units

    | 2024 PROXY STATEMENT | 47 |

  70. Genworth Deferred Cash Awards

    Genworth Deferred Cash Awards Genworth deferred cash (“Deferred Cash”) awards were previously granted to the NEOs other than our CEO in 2021 and generally vest in three equal installments on each of the first three anniversaries of the grant date, subject to the participant’s continued employment through the applicable vesting date. Except for certain qualifying termination events, Genworth Deferred Cash awards are generally forfeited upon a termination of employment prior to vesting, as described in greater detail below under “Potential Payment upon Termination or Change of Control.” Please see the “Bonus” column in the 2023 Summary Compensation Table for the amount of the payouts in 2023 of Genworth Deferred Cash awards granted in prior years that became vested in 2023 based on continued service through the applicable vesting date.

  71. Severance Benefits

    Severance Benefits The Corporation maintains the Enact Holdings, Inc. Senior Executive Severance Plan (the “Enact Executive Severance Plan”) and the Enact Holdings, Inc. Change of Control Severance Plan (the “Change of Control Severance Plan”). The Enact Executive Severance Plan is intended to promote the retention of a select group of key employees by providing severance benefits in the event their employment is terminated without cause or by the executive for good reason and to align with severance benefits commonly provided in our market for competing executive talent. The Change of Control Severance Plan is aimed at providing market competitive benefits and an appropriate level of protection if a Change of Control (as defined in the Change of Control Severance Plan) were to arise. Each of our NEOs is eligible to participate in each of the plans. The potential payments and benefits provided under these plans are described more fully in the Executive Compensation—Potential Payments upon Termination or Change of Control section below.

  72. Other Benefits and Perquisites

    Other Benefits and Perquisites The Compensation Committee regularly reviews the benefits and perquisites provided to our NEOs 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”), maintained by Genworth and a limited number of perquisites intended to keep executive officers healthy and focused on segment business with minimal distraction. The perquisites provided to executive officers include the opportunity to receive financial counseling and annual physical examinations. The CEO is also eligible for an enhanced company-owned life insurance program (the “Executive Life Program”) offered by Genworth. The costs of certain perquisites provided to our NEOs are included in the Summary Compensation Table below. We also provide certain benefits in the event of death, total disability or change of control. Amounts payable to NEOs are described in more detail in the Executive Compensation—Potential Payments upon Termination or Change of Control section below.

  73. Anti-Hedging and Anti-Pledging Policies for Directors and Executive Officers

    Anti-Hedging and Anti-Pledging Policies for Directors and Executive Officers The Corporation maintains an anti-hedging restriction within its Insider Trading Policy, which prohibits executive officers and directors from buying or selling options (puts or calls) on Enact securities on an exchange or in any other organized market, and it also prohibits certain forms of hedging or monetization transactions with respect to Enact securities, such as prepaid variable forward contracts, equity swaps, collars, forward sale contracts and exchange funds. The restrictions under the Insider Trading Policy related to anti-hedging and anti-pledging only apply to statutory insiders. The Corporation maintains this policy because hedging transactions, which might be considered short-term bets on the movement of the Corporation’s securities, could create the appearance that the person is trading based on inside information. In addition, transactions in options may also focus the person’s attention on short-term performance at the expense of our long-term objectives. The Corporation also maintains anti-pledging restrictions within its Inside Trading Policy, which prohibits its executive officers and directors from holding Enact securities in a margin account or otherwise pledging enact securities as collateral for a loan. Securities held in a margin account as collateral for a margin loan may be sold by the broker without the customer’s consent if the customer fails to meet a margin call. Similarly, securities pledged as collateral for a loan may be sold in foreclosure if the borrower defaults on the loan. The Corporation maintains this policy because a margin sale or foreclosure sale may occur at a time when the pledger is aware of material nonpublic information or otherwise is not permitted to trade in Enact securities and the margin sale or foreclosure sale of Enact securities during such time could also create the appearance that the person is trading based on inside information.

  74. 2023 Summary Compensation Table

    2023 Summary Compensation Table

  75. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Non-equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(3) | All Other Compensation ($)(4) | Total ($) | | Rohit Gupta President and CEO | 2023 | 925,000 | — | 4,205,746 | 2,590,000 | 65,409 | 298,838 | 8,084,993 | | | 2022 | 920,192 | — | 4,105,680 | 2,590,000 | — | 237,353 | 7,853,225 | | | 2021 | 815,769 | 3,000,000 | 5,293,494 | 1,700,000 | — | 197,298 | 11,006,561 | | Hardin Dean Mitchell Executive Vice President, Chief Financial Officer and Treasurer | 2023 | 500,000 | 186,667 | 940,124 | 875,000 | — | 116,973 | 2,618,764 | | | 2022 | 500,000 | 238,333 | 872,488 | 875,000 | — | 95,106 | 2,580,927 | | | 2021 | 450,577 | 1,405,000 | 800,014 | 553,000 | — | 68,332 | 3,276,923 | | Evan S. Stolove Executive Vice President, General Counsel, and Corporate Secretary | 2023 | 425,000 | 150,000 | 420,584 | 558,000 | — | 99,962 | 1,653,546 | | | 2022 | 420,192 | 191,000 | 410,572 | 558,000 | — | 81,054 | 1,660,818 | | | 2021 | 366,096 | 471,999 | 400,007 | 300,000 | — | 53,136 | 1,591,238 | | Michael Derstine Executive Vice President and Chief Risk Officer | 2023 | 367,308 | 83,333 | 395,870 | 361,000 | — | 68,573 | 1,276,084 | | | 2022 | 335,000 | 128,000 | 333,624 | 323,000 | — | 51,380 | 1,171,004 | | | 2021 | 315,304 | 328,333 | 400,007 | 222,000 | — | 47,996 | 1,313,640 | | Brian Gould Executive Vice President and Chief Operations Officer | 2023 | 350,000 | 83,333 | 346,392 | 337,000 | — | 90,919 | 1,207,644 | | | 2022 | 350,000 | 120,000 | 333,624 | 337,000 | — | 80,185 | 1,220,809 | | | 2021 | 332,215 | 326,667 | 400,007 | 215,000 | — | 47,847 | 1,321,736 |

  76. 2023 Summary Compensation Table

    (1)Amounts reported in this column for 2023 reflect the value of Genworth Deferred Cash awards that were originally granted in prior years and a portion of which vested in 2023. (2)Amounts reported in this column for 2023 reflect the aggregate grant date fair value of the RSUs and PSUs awarded during the year, determined in accordance with FASB ASC Topic 718. The grant date fair value for the RSUs granted in 2023 is based on the closing price of a share of our common stock on the date of grant. The grant date fair value of the PSUs granted in 2023 is based on the closing price of our common stock on the date of grant and the probable achievement level of the performance goals at the time of grant. Assuming achievement of the PSU performance conditions at the highest level (rather than based on the probable achievement at the time of grant), the aggregate grant date fair value of the 2023 PSUs reflected in this column for 2023 would be as follows: Gupta, $4,205,746; Mitchell $940,124; Stolove, $420,584; Derstine, $395,870; and Gould, $346,392. Please reference the Key compensation Program Elements- 2023 Enact Long-Term Incentives section of the CD&A for further details. (3)Reflects the annual change in actuarial present values of Mr. Gupta’s accumulated benefits under the SERP provided by Genworth. The SERP was closed to new participants effective January 1, 2010. A description of the SERP precedes the 2023 Pension Benefits Table below. (4)See the 2023 All Other Compensation - Details table below:

  77. 2023 Summary Compensation Table

    | 2024 PROXY STATEMENT | 51 |

  78. 2023 All Other Compensation—Details

    2023 All Other Compensation—Details

  79. 2023 All Other Compensation—Details

    | Name | Company Contributions to the Retirement Plans ($)(a) | Life Insurance Premiums ($)(b) | Executive Physical ($) | Financial Counseling ($) | Other ($)(c) | Total ($) | | Mr. Gupta | 268,400 | 8,053 | 2,400 | 19,985 | — | 298,838 | | Mr. Mitchell | 110,000 | 6,173 | — | 800 | — | 116,973 | | Mr. Stolove | 78,640 | 7,991 | 1,900 | 11,425 | 6 | 99,962 | | Mr. Derstine | 55,230 | 5,880 | 4,992 | 2,441 | 30 | 68,573 | | Mr. Gould | 54,960 | 5,379 | — | 30,000 | 580 | 90,919 |

  80. 2023 All Other Compensation—Details

    (a)Reflects contributions made on behalf of the NEOs for each of the following Genworth retirement programs: (i) Corporation matching contributions made in 2023 to the 401(k) Savings Feature of Genworth’s Retirement and Savings Plan; (ii) Corporation contributions made in 2024 to the Retirement Account Feature of Genworth’s Retirement and Savings Plan, which are based on 2023 earnings; and (iii) Corporation contributions made in 2024 to the Restoration Plan, which are based on 2023 earnings. (b)Represents premium payments made in 2023 for the following Genworth programs: (i) Leadership Life Program, an individually owned universal life insurance policy provided to all of our executives; and (ii) for Mr. Gupta only, Executive Life Program, a $1 million Corporation-owned life insurance policy for which Mr. Gupta may identify a beneficiary for payment by us in the event of his death. Premiums for the Leadership Life Program are graded through age 59, with escalation in particular between age 50 and 59, and then level thereafter. (c)Represents fitness reimbursement

  81. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The table below provides information on the following plan-based awards that were made in 2023: •Annual Incentive. Annual incentive opportunities awarded to our NEOs are earned based on Corporation performance measured against one-year financial objectives and key strategic priorities, together with a qualitative assessment of performance, including individual performance objectives. Additional information regarding the design of the annual incentive program may be found in Key Compensation Program Elements- Annual Incentive section above. Annual incentives are identified as “AI” in the Award Type column of the following table. Actual amounts paid are included in the Summary Compensation Table “Non-Equity Incentive Plan Compensation” column above. •Restricted Stock Units. Each RSU represents a contingent right to receive one share of our common stock in the future. If the Corporation pays dividends on its common stock, dividend equivalents accrue with respect to the RSUs and will be reinvested in additional RSUs and paid at the time that the corresponding RSUs vest. Additional information regarding RSUs is included in the Key Compensation Program Elements- 2023 Enact Long-Term Incentives section above. •Performance Stock Units. PSUs granted may convert to shares of our common stock 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 is below a designated threshold level of performance, and may be earned up to 200% of the target number of PSUs for meeting or exceeding a designated maximum level of performance. If the Corporation pays dividends on its common stock, dividend equivalents accrue with respect to the PSUs and will be reinvested in additional PSUs which are paid at the time that the corresponding PSUs vest. Additional information regarding PSUs is included in the Key Compensation Program Elements- 2023 Enact Long-Term Incentives section above.

  82. Grants of Plan-Based Awards

    | 52 | ENACT |

  83. 2023 Grants of Plan-Based Awards Table

    2023 Grants of Plan-Based Awards Table

  84. 2023 Grants of Plan-Based Awards Table

    | Name | 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) | | | | | Threshold | Target | Max | Threshold | Target | Max | | | | Mr. Gupta | AI | | 740,000 | 1,480,000 | 2,960,000 | | | | | | | | RSU | 2/9/2023 | | | | | | | 86,788 | 2,102,873 | | | PSU | 2/9/2023 | | | | 43,394 | 86,788 | 173,576 | | 2,102,873 | | Mr. Mitchell | AI | | 250,000 | 500,000 | 1,000,000 | | | | | | | | RSU | 2/9/2023 | | | | | | | 19,400 | 470,062 | | | PSU | 2/9/2023 | | | | 9,700 | 19,400 | 38,800 | | 470,062 | | Mr. Stolove | AI | | 159,375 | 318,750 | 637,500 | | | | | | | | RSU | 2/9/2023 | | | | | | | 8,679 | 210,292 | | | PSU | 2/9/2023 | | | | 4,340 | 8,679 | 17,358 | | 210,292 | | Mr. Derstine | AI | | 103,125 | 206,250 | 412,500 | | | | | | | | RSU | 2/9/2023 | | | | | | | 8,169 | 197,935 | | | PSU | 2/9/2023 | | | | 4,085 | 8,169 | 16,338 | | 197,935 | | Mr. Gould | AI | | 96,250 | 192,500 | 385,000 | | | | | | | | RSU | 2/9/2023 | | | | | | | 7,148 | 173,196 | | | PSU | 2/9/2023 | | | | 3,574 | 7,148 | 14,296 | | 173,196 |

  85. 2023 Grants of Plan-Based Awards Table

    (1)Reflects 2023-2025 PSUs, which may be earned and become vested based on our level of achievement of certain pre-established performance goals over the performance period from January 1, 2023 through December 31, 2025, which are described in greater detail in the Key Compensation Program Elements- 2023 Enact Long-Term Incentives section above. (2)Reflects RSUs, which are scheduled to 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 grant date fair market value of the underlying shares. Grant date fair value for the PSUs is based on the grant date fair market value of the underlying shares and the probable outcome of the performance goals achievement.

  86. 2023 Grants of Plan-Based Awards Table

    | 2024 PROXY STATEMENT | 53 |

  87. 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 outstanding Genworth and Corporation equity awards held by our NEOs on December 31, 2023

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

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($)(2) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | 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 ($) | | Mr. Gupta | 24,000 | — | 15.23 | 2/20/2024 | 105,407(3)(9) | 704,119(7) | 606,160(10) | 4,049,149(7) | | | | | | | 199,342(4)(9) | 5,758,990(8) | | | | | | | | | 69,126(5) | 1,997,050(8) | 207,388(11) | 5,991,439(8) | | | | | | | 91,169(6) | 2,633,872(8) | 91,169(12) | 2,633,872(8) | | Mr. Mitchell | | | | | 49,842(4) | 1,439,935(8) | | | | | | | | | 14,693(5) | 424,481(8) | 44,080(11) | 1,273,471(8) | | | | | | | 20,381(6) | 588,807(8) | 20,381(12) | 588,807(8) | | Mr. Stolove | | | | | 24,924(4) | 720,054(8) | | | | | | | | | 6,916(5) | 199,803(8) | 20,748(11) | 599,410(8) | | | | | | | 9,120(6) | 263,477(8) | 9,120(12) | 263,477(8) | | Mr. Derstine | | | | | 24,924(4) | 720,054(8) | | | | | | | | | 5,618(5) | 162,304(8) | 16,858(11) | 487,028(8) | | | | | | | 8,583(6) | 247,963(8) | 8,583(12) | 247,963(8) | | Mr. Gould | | | | | 24,924(4) | 720,054(8) | | | | | | | | | 5,618(5) | 162,304(8) | 16,858(11) | 487,028(8) | | | | | | | 7,511(6) | 216,993(8) | 7,511(12) | 216,993(8) |

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

    (1)Reflect fully vested stock options granted by Genworth prior to our IPO. (2)Option exercise price is equal to the closing market price of Genworth’s common stock on the date of grant. (3)Remaining Genworth RSUs vest 100% on 3/25/2024. (4)RSUs vest 100% on 9/15/2024. (5)Remaining RSUs vest 50% on 2/11/2024 and 2/11/2025. (6)RSUs vest one-third on 2/9/2024, 2/9/2025, and 2/9/2026. (7)Market value is calculated based on the closing price of Genworth common stock on December 29, 2023 of $6.68 per share. (8)Market value is calculated based on the closing price of our common stock on December 29, 2023 of $28.89 per share. (9)Mr. Gupta received grants from both the Corporation and Genworth in 2021; 316,221 RSUs originally granted by Genworth is valued based on December 29, 2023 of $6.68 per Genworth share and 168,422 RSUs originally granted by the Corporation is valued based on December 29, 2023 of $28.89 per Corporation share. (10)Reflects 2021-2023 Genworth PSUs which vested based on Genworth’s level of achievement of certain pre-established performance goals over the performance period ended on December 31, 2023. Amounts reported here reflect actual achievement of the performance goals during the performance period. Mr. Gupta was required to remain employed until the actual performance level achievement was certified by Genworth to vest in such PSUs. For more information regarding the payout of these Genworth PSUs, see the proxy statement filed by Genworth. (11)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 maximum level of achievement of the performance goals pursuant to applicable reporting requirements. (12)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 level 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.

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

    | 54 | ENACT |

  91. 2023 Options Exercised and Stock Vested Table

    2023 Options Exercised and Stock Vested Table The table below provides information regarding Genworth RSUs that vested during 2023. None of our NEOs exercised any Genworth stock options during 2023 and none of our NEOs hold any Corporation stock options.

  92. 2023 Options Exercised and Stock Vested Table

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Mr. Gupta | 431,655 | 3,073,035 | | Mr. Mitchell | 6,565 | 170,210 | | Mr. Stolove | 3,089 | 80,127 | | Mr. Derstine | 2,510 | 65,158 | | Mr. Gould | 2,510 | 65,158 |

  93. 2023 Options Exercised and Stock Vested Table

    (1)Reflects the gross number of shares received upon the vesting of Enact RSUs and, for Mr. Gupta only, vesting of Genworth RSUs and 2020-2022 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.

  94. Pension Benefits

    Pension Benefits The SERP is a non-qualified, defined benefit plan maintained by Genworth to provide eligible executives with additional retirement benefits. Mr. Gupta is the only Enact NEO eligible for this plan, as the SERP was closed to new participants after December 31, 2009. 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 resulting benefit not to exceed 40% of the participant’s average annual compensation. Benefit service is defined as service with Genworth and its subsidiaries from the plan’s inception date (September 27, 2005) or date of SERP participation. 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:

  95. Pension Benefits

    | SERP Benefit | = | 1.45% x Average Annual Compensation x Service as Eligible Participant (through 12/31/2010) | + | 1.1% x Average Annual Compensation x Service as Eligible Participant (from 1/1/2011 through 12/31/2020) | - | Annuitized value of the company’s qualified plan (as of 12/31/2020): Retirement Account Feature |

  96. 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 vesting, then his or her SERP benefit will be 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.

  97. Pension Benefits

    | 2024 PROXY STATEMENT | 55 |

  98. Pension Benefits

    Material assumptions used to calculate the present value of the accumulated benefit are as follows: •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. 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.

  99. 2023 Pension Benefits Table

    2023 Pension Benefits Table

  100. 2023 Pension Benefits Table

    | Name | Plan Name | Number of Years of Credited Service | Present Value of Accumulated Benefits ($) | Payments During Last Fiscal Year | | Mr. Gupta(1) | SERP | 8.08 | 681,845 | — | | Mr. Mitchell(2) | * | — | — | — | | Mr. Stolove(2) | * | — | — | — | | Mr. Derstine(2) | * | — | — | — | | Mr. Gould(2) | * | — | — | — |

  101. 2023 Pension Benefits Table

    (1)Mr. Gupta elected to freeze his SERP benefit as of December 31, 2015 in order to begin receiving restoration benefits under Genworth’s Restoration Plan as described in the Non-Qualified Deferred Compensation section below. (2)Messrs. Mitchell, Stolove, Derstine and Gould are not eligible for the SERP.

  102. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation Certain Enact NEOs have participated in Genworth’s Restoration Plan, a non-qualified defined contribution plan, maintained by Genworth that provides eligible executives, including our NEOs, with benefits generally equal to any matching contributions that they are precluded from receiving under Genworth’s qualified 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 Plan’s “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 incentives paid) in excess of the annual compensation limit. Participants become vested with respect to the Restoration Plan’s 401(k) Savings Feature and Retirement Account Feature account balances as of the earlier of reaching age 60 or attaining three years of “future service.” Eligible executives, including our NEOs, have 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.

  103. 2023 Non-Qualified Deferred Compensation Table

    2023 Non-Qualified Deferred Compensation Table

  104. 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. Gupta | Restoration Plan | — | 242,000 | 176,064 | — | 1,667,916 | | Mr. Mitchell | Restoration Plan | — | 83,600 | 45,363 | — | 452,231 | | Mr. Stolove | Restoration Plan | — | 52,240 | 16,129 | — | 184,531 | | Mr. Derstine | Restoration Plan | — | 28,830 | 27,966 | — | 225,853 | | Mr. Gould | Restoration Plan | — | 28,560 | 7,791 | — | 92,950 |

  105. 2023 Non-Qualified Deferred Compensation Table

    | 56 | ENACT |

  106. 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 NEOs 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 $581,277 for Mr. Gupta, $179,646 for Mr. Mitchell, $108,743 for Mr. Stolove, $68,054 for Mr. Derstine, and $68,977 for Mr. Gould.

  107. 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 that would have been payable to each of the NEOs 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 NEO’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 Genworth’s Retirement and Savings Plan.

  108. Retirement

    Retirement Each of our executive benefit and compensation programs has varying retirement definitions. Upon a voluntary termination, a retirement-eligible executive would be eligible to receive the following: •Retirement Programs. The current definition of retirement for purposes of the SERP is attainment of age 60 with five years of service. As described above, participants in the SERP may partially vest sooner after they reach age 55 and have earned five years of “future service” (i.e., service occurring after December 31, 2015) 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. The SERP was closed to new participants effective January 1, 2010. The Restoration Plan (Restoration 401(k) Savings Feature and Restoration Retirement Account Feature) currently vests upon the earlier of (a) age 60 or (b) completion of three years of Post-2015 vesting service. For vested participants who have terminated employment and attained age 60, Restoration benefits will be paid from the Plan in 10 annual installments if the account balance is $50,000 or more at retirement or paid in a lump sum if the account balance is less than $50,000 at retirement. •Life Insurance Programs. The definition of retirement under the Leadership Life Program is age 60 with 10 years of service. If this eligibility is met, we will continue to pay Leadership Life Program premiums until the later of age 65 or until a total of 10 annual premium payments have been made. For participants under the Executive Life Program prior to January 1, 2007, we will continue to pay the premium if the executive retires at age 60 with 10 years of service. For participants who joined the Executive Life Program after January 1, 2007, coverage will cease at termination. •Long-Term Incentive Awards. All unvested Genworth stock options, Genworth SARs, Genworth RSUs and Genworth Deferred Cash awards would immediately vest and become exercisable if the participant is at least age 60 with five years of service at retirement. RSUs would immediately vest and 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. None of the NEOs are currently retirement eligible.

  109. CEO Pay Ratio

    CEO Pay Ratio The CEO pay ratio figures below are a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Exchange Act. For 2023, as permitted under Item 402(u) of Regulation S-K, we utilized the same median employee used for purposes of calculating our 2022 pay ratio. We did not experience a significant change in overall population or in our employee compensation arrangements during 2023 and thus we do not believe there have been any changes that would significantly affect our pay ratio disclosure. To determine our median employee, we chose the sum of base salary and target annual incentive as our consistently applied compensation measure. For hourly employees, we used their anticipated hours worked to determine annual base pay. Using this methodology, and after ranking all included employees by this measurement, we identified the median employee, and calculated their total annual compensation in the same manner as we calculate the compensation of our NEOs for purposes of the Summary Compensation Table “Total.” This median employee’s total annual compensation for 2023 was $163,998. The annual total compensation of our CEO for 2023, as shown in the Summary Compensation Table, was $8,084,993. Accordingly, the ratio of CEO pay to median employee pay was 49:1. The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

  110. CEO Pay Ratio

    | 2024 PROXY STATEMENT | 61 |

  111. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between “compensation actually paid” to our Principal Executive Officer (“PEO”) and to our other NEOs and certain financial performance measures of the Corporation. Compensation actually paid, as determined under SEC requirements, does not reflect the actual amount of compensation earned by or paid to our NEOs during a covered year. For further information concerning the Corporation’s pay-for-performance philosophy and how the Corporation aligns executive compensation with the Corporation’s performance, refer to the Compensation Discussion and Analysis.

  112. Pay Versus Performance

    | Year | Summary Compensation Table (“SCT”) Total Compensation for PEO (1) | Compensation Actually Paid to PEO(2) | Average SCT Total Compensation for Other Non- PEO NEOs(3) | Average Compensation Actually Paid to Other Non-PEO NEOs(2) | Value of Initial Fixed $100 Investment Based on: | | Net Income($) (thousands)(5) | Book Value per Share(6) | | | | | | | Cumulative Total Stockholder Return (“TSR”)(4) | Peer Group Cumulative TSR(4) | | | | 2023 | $8,084,993 | $13,943,630 | $1,689,010 | $2,307,248 | $166.54 | $133.21 | $665,511 | $33.19 | | 2022 | $7,853,225 | $9,520,813 | $1,658,390 | $1,838,710 | $132.49 | $90.52 | $704,157 | $29.05 | | 2021 | $11,006,561 | $14,078,504 | $1,875,884 | $1,988,829 | $106.61 | $98.97 | $546,685 | $24.70 |

  113. Pay Versus Performance

    (1)Our PEO in 2023, 2022 and 2021 was Mr. Rohit Gupta. (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 2023 total compensation as reported in the SCT and the average of the total compensation for our non-PEO NEOs for 2023 as reported in the SCT to determine the 2023 compensation actually paid to the PEO and the 2023 average compensation actually paid to our non-PEO NEOs, respectively. For purposes of the adjustments below, the fair values of equity awards were calculated consistent with ASC 718 using the same methodology as used to account for share-based payments in the Corporation’s financial statements.

  114. Pay Versus Performance

    | Adjustments(b) | PEO(a) | Average for Non-PEO NEOs | | | 2023 | 2023 | | SCT Total | $8,084,993 | $1,689,010 | | Less, Amounts Reported in the “Stock Awards” Column in the SCT | -$4,205,746 | -$525,743 | | Plus, the Year End Fair Value of Awards Granted during the Year that Remained Unvested as of Year End | $5,014,611 | $626,855 | | Plus, the Change in Fair Value from Prior Year End to 2023 Year End for Awards Granted in Prior Years that were Outstanding and Unvested as of 2023 Year End | $3,897,601 | $372,513 | | Plus, the Change in Fair Value from Prior Year End to Vesting Date for Awards Granted in Prior Years that Vested During the Year | $142,586 | $784 | | Plus, Dividends or Other Earnings Paid during the 2023 Fiscal Year that are Not Otherwise Included in Total Compensation | $1,074,994 | $143,828 | | Less Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table for Applicable Fiscal Year | -$65,409 | — | | Total Equity Award Adjustments | $5,858,637 | $618,238 | | Compensation Actually Paid | $13,943,630 | $2,307,248 |

  115. Pay Versus Performance

    (3)The non-PEO NEOs included for 2023, 2022 and 2021 are: Hardin Dean Mitchell, Evan Stolove, Michael Derstine and Brian Gould. (4)Cumulative TSR is calculated assuming $100 was invested on September 16, 2021, the date our common stock commenced trading on Nasdaq, through the end of the applicable fiscal year. The market cap weighted peer group is the composite peer group consisting of Essent Group Ltd., MGIC Investment Corporation, NMI Holdings, Inc., and Radian Group Inc., used for the stock performance graph reported in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. (5)The dollar amounts reported for net income are as reflected in Enact’s audited consolidated financial statements for the applicable year. (6)Book Value per Share is a metric used in our equity incentive program and subject to the following adjustments: Excludes the impact, if any, on reported financial results of any of the following events or items that occur during the performance period: a) accumulated other comprehensive income (loss), b) any dividends declared on Shares, c) repurchases of Shares, d) repurchases of convertible debt, e) certain litigation settlements and judgements, f) changes in foreign exchange rates, and g) changes in accounting principles or other laws or provisions. We review changes in Book Value per Share as a means of evaluating performance during the performance year. The 2022 value has been updated from prior year disclosure of $28.96 to the 2022 amount in the table above as an error in calculating was corrected.

  116. Pay Versus Performance

    | 62 | ENACT |

  117. Description of the Relationship between Compensation Actually Paid to our NEOs and Corporate Performance Measures

    Description of the Relationship between Compensation Actually Paid to our NEOs and Corporate Performance Measures The charts below describe the relationship between compensation actually paid to our PEO and other non-PEO NEOs (as calculated above) and certain financial and stock performance measures for the indicated years. Refer to the Pay Versus Performance table above for more details on each measure. In addition, the first chart compares the Corporation’s cumulative TSR to our peer group’s cumulative TSR for the indicated years.