DEF 14A of Enact Holdings, Inc., Mar 28, 2025

DEF 14A of Enact Holdings, Inc.

Filed Mar 28, 2025 · FY20240001823529-25-000114

Open on EDGAR

  1. the Securities Exchange Act of 1934 (Amendment No. )

    | Executive Compensation Tables | 52 | | 2024 Summary Compensation Table | 52 | | Grants of Plan-Based Awards Table | 53 | | Outstanding Equity Awards at 2024 Fiscal Year-End Table | 55 | | 2024 Options Exercised and Stock Vested Table | 56 | | Pension Benefits | 56 | | Non-Qualified Deferred Compensation | 57 | | Potential Payments upon Termination or Change of Control | 58 | | CEO Pay Ratio | 62 | | Pay Versus Performance | 63 | | Audit Matters | 66 | | Proposal 3 Ratification of Selection of Independent Registered Public Accounting Firm | 66 | | Approval of Audit and Non-Audit Services | 67 | | Auditor Fees | 67 | | Report of the Audit Committee | 67 | | Information About Our Stock | 68 | | Ownership of Enact Common Stock | 68 | | Equity Compensation Plan Information | 69 | | Questions and Answers about the 2025 Annual Meeting and Proxy Voting | 70 | | Other Information | 74 | | Voting | 74 | | Meeting Admission | 74 | | 2024 Annual Report | 74 | | Date of Distribution | 74 | | Internet Availability of Proxy Materials | 74 |

  2. Director Nominee Attributes

    Director Nominee Attributes

  3. Director Nominee Attributes

    | Independence | Age | Gender | Race/Ethnicity | | | | | |

  4. Director Nominee Qualifications

    Director Nominee Qualifications

  5. 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 | | | | | | | | | | | | 9/11 | | | Accounting/Financial An applicable degree (e.g., MBA, CPA) or significant experience with finance, public company financial reporting, financial statements and auditing processes | | | | | | | | | | | | 11/11 | | | 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 | | | | | | | | | | | | 9/11 | | | 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 | | | Technology Significant experience with technology strategy, transformation, security or operations. | | | | | | | | | | | | 8/11 | | | 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 |

  6. Director Nominee Qualifications

    | 12 | ENACT |

  7. Director Nominee Qualifications

    | 2 | Advisory Vote to Approve Named Executive Officer Compensation | ☑ The Board recommends that stockholders vote FOR this proposal. See page 40 |

  8. Director Nominee Qualifications

    Executive Compensation Highlights Compensation Program Features Enact’s compensation programs and policies in 2024 reflect Enact’s compensation philosophy and objectives and are more fully described below in the Compensation Discussion and Analysis section. Our 2024 annual compensation program for our named executive officers (“NEOs”) generally consisted of the following key elements: base salary, annual incentive, and long-term incentive (consisting of Restricted Stock Units (“RSUs”) and Performance Stock Units (“PSUs”).

  9. 2024 Average Other NEO Target Compensation

    2024 Average Other NEO Target Compensation Funding Outcomes for Annual Incentive Program Metrics The metrics shown below were used to determine performance for our 2024 Annual Incentive Program. The percentages shown reflect the ultimate funding rate as a percentage of target. Please see the Annual Incentive section on page 45 for detailed information about these metrics and specific performance targets, as well as each NEO’s scorecard and how these metrics factored into their 2024 annual incentive awards.

  10. Funding Percentages for Strategic Objectives

    Performance Outcomes for 2022 PSUs PSUs granted to our NEOs in February 2022 were earned at 200% of target based on our achievement of above target Book Value Per Share Growth over the three-year performance period ending December 31, 2024.

  11. Funding Percentages for Strategic Objectives

    | 3 | Ratification of Independent Registered Public Accounting Firm for 2025 | ☑ The Board recommends that stockholders vote FOR this proposal. See page 66 |

  12. Funding Percentages for Strategic Objectives

    | 14 | ENACT |

  13. Funding Percentages for Strategic Objectives

    | 1 | Election of Directors | | Currently, twelve directors serve on our Board of Directors, the terms for whom all expire at the 2025 Annual Meeting. At the 2025 Annual Meeting, eleven directors - Mr. Addesso, Mr. Bless, Mr. Fisk, Mr. Gupta, Ms. Hooda, Mr. McInerney, Ms. Mitchell, Mr. Restrepo, Ms. Still, Mr. Thompson, and Mr. Upton - are to be elected to hold office until the 2026 Annual Meeting of Stockholders and until their successors have been duly elected and qualified or until the earlier of their resignation or removal in a manner provided for in Enact’s Restated Certificate of Incorporation and Amended and Restated Bylaws. Ms. Mitchell was initially recommended to the Nominating and Corporate Governance Committee by a third-party search firm pursuant to a director recruitment process conducted in 2024. Working through its Nominating and Corporate Governance Committee, our Board of Directors annually evaluates the optimal size for the Board and will continue to evaluate the Board’s composition. The eleven nominees for election at the 2025 Annual Meeting are listed on pages 16-21 with brief biographies, along with a list of their current committee memberships and descriptions of their qualifications and skills to serve as our directors. See the Board of Directors and Committees—Board Composition section below for a description of how our directors’ blend of backgrounds benefits Enact. The Board has determined that eight of the eleven nominees are independent directors under the Nasdaq listing requirements and our Governance Principles, which are discussed below in the Corporate Governance section. All of the nominees named in this Proxy Statement have been nominated by our Board to be elected by holders of our common stock. We are not aware of any reason why any nominee would be unable to serve as a director. If a nominee for election is unable to serve, the shares represented by all valid proxies will be voted for the election of any other person that our Board of Directors may nominate as a substitute, the size of the Board may be decreased, or the Board may decide to leave a vacancy. | | | | The Board of Directors recommends that stockholders vote FOR ALL with respect to the election of Mr. Addesso, Mr. Bless, Mr. Fisk, Mr. Gupta, Ms. Hooda, Mr. McInerney, Ms. Mitchell, Mr. Restrepo, Ms. Still, Mr. Thompson, and Mr. Upton. |

  14. Funding Percentages for Strategic Objectives

    | 2025 PROXY STATEMENT | 15 |

  15. Funding Percentages for Strategic Objectives

    Nominees

  16. Funding Percentages for Strategic Objectives

    | Director Bios | Director skills icons are defined on page 12 |

  17. Funding Percentages for Strategic Objectives

    | | Qualifications Mr. Addesso has over 40 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. | | Dominic J. Addesso Former CEO, Everest Re Group, Ltd. Independent Director Board of Directors (Chairperson) Committee(s): Independent Capital Age: 71 Director Since: September 2021 | Background Dominic J. 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 has served as the chair of Dellwood Insurance, LLC since March 2024. 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 1997 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. |

  18. Funding Percentages for Strategic Objectives

    | | Qualifications 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. | | Michael A. Bless Former CEO, Century Aluminum Company Independent Director Committee(s): Independent Capital (Chairperson) and Risk Age: 59 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. |

  19. Funding Percentages for Strategic Objectives

    | 16 | ENACT |

  20. Funding Percentages for Strategic Objectives

    | | Qualifications Mr. Fisk has over 35 years of finance experience, specifically within the mortgage insurance and home lending spaces. His experiences in those areas and as a director of a public company provide the Board with insight into real estate finance and public company operations. | | John D. Fisk Former CEO, FHLBanks Office of Finance Independent Director Committee(s): Independent Capital and Risk (Chairperson) Age: 68 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 of the University of Pennsylvania and a B.A. from Yale University. |

  21. Funding Percentages for Strategic Objectives

    | | Qualifications 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. | | Rohit Gupta President and CEO, Enact Holdings, Inc. Age: 50 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 is currently the chairman of the Board of Directors. 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 serves as Chairperson 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. |

  22. Funding Percentages for Strategic Objectives

    | 2025 PROXY STATEMENT | 17 |

  23. Funding Percentages for Strategic Objectives

    | | Qualifications 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. | | Sheila Hooda CEO and President, Alpha Advisory Partners Independent Director Committee(s): Nominating and Corporate Governance (Chairperson) and Audit Age: 67 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 trustees of AGL Private Credit Income Fund since November 2024 where she is the chair of its nominating and corporate governance committee. 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. |

  24. Funding Percentages for Strategic Objectives

    | | Qualifications 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. | | Thomas J. McInerney President and CEO, Genworth Financial, Inc. Committee(s): Compensation Age: 68 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 & Mary, the US Ski and Snowboard Foundation and the Conference Board and its Committee on Economic Development. 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. |

  25. Funding Percentages for Strategic Objectives

    | 18 | ENACT |

  26. Funding Percentages for Strategic Objectives

    | | Qualifications Ms. Mitchell brings to the Board executive leadership experience through her service as a chief executive officer of a global provider of reinsurance and insurance. She also brings to the Board executive-level experience in asset management, financial services, accounting and finance, strategic planning, sustainability, and technology. | | H. Elizabeth Mitchell Former President and CEO, Renaissance U.S. Inc. Independent Director Committee(s): Audit Age: 63 Director Since: March 2025 | Background H. Elizabeth Mitchell was Chief Executive Officer of Renaissance U.S. Inc., and its predecessor Platinum Underwriters Reinsurance Inc., from 2007, and the company’s President from 2005, until her retirement in 2016. Ms. Mitchell has served as an independent director of Selective Insurance Group Inc (NASDAQ: SIGI) since 2018, and as chair of its audit committee since 2021. She also serves as an independent director of Principal Financial Group, Inc. (NASDAQ: PFG) since 2022. Ms. Mitchell previously served as an independent director of StanCorp Financial Group, Inc. from 2017 to 2022, chairperson of the board of Weston Insurance Holdings from 2020 to 2022, and member of the board of advisors of Hudson Structured Capital Management Ltd. from 2018 to 2024. Prior to those roles, she served in various executive leadership roles at that company and its predecessor St. Paul Re Inc., beginning in 1993. Ms. Mitchell was a consulting actuary at Tillinghast Towers Perrin (now part of Willis Towers Watson) from 1986 to 1992. Ms. Mitchell is a Fellow of the Casualty Actuarial Society and a Member of the American Academy of Actuaries. She is a National Association of Corporate Directors (NACD) Certified Director and has earned the CERT Certificate in CyberSecurity Oversight from Carnegie Mellon University. Ms. Mitchell holds a B.A from the College of the Holy Cross, Worcester, MA. |

  27. Funding Percentages for Strategic Objectives

    | | Qualifications 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. | | Robert P. Restrepo Jr. Former Chairman and President and CEO, State Auto Financial Corporation Services, Inc. Independent Director Committee(s): Audit and Nominating and Corporate Governance Age: 74 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. (NYSE:RLI), a property and casualty insurance company, since July 2016 serving as chair of the nominating/governance committee. 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 also currently serves on the board of directors of The Larry H. Miller Group of Companies. He also previously served as a director of Majesco, a provider of insurance software and consulting services, from August 2015 to September 2020. Mr. Restrepo received a B.A. in English from Yale University. Mr. Restrepo has obtained the Professional Director – Public Company credential from the American College of Corporate Directors. |

  28. Funding Percentages for Strategic Objectives

    | 2025 PROXY STATEMENT | 19 |

  29. Funding Percentages for Strategic Objectives

    | | Qualifications 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. | | Debra W. Still Former President and CEO, Pulte Financial Services Independent Director Committee(s): Compensation (Chairperson) and Independent Capital Age: 72 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. Ms. Still is a member of the Federal Housing Finance Agency’s Advisory Committee on Affordable, Equitable, and Sustainable Housing. Ms. 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. |

  30. Funding Percentages for Strategic Objectives

    | | Qualifications 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. | | Westley V. Thompson Former President and CEO, M Financial Group Independent Director Committee(s): Compensation Age: 71 Director Since: September 2021 | Background Westley V. Thompson retired in 2023 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. Mr. Thompson has served the board of directors of Constellation Insurance, Inc. since July 2023. 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. |

  31. Funding Percentages for Strategic Objectives

    | 20 | ENACT |

  32. Funding Percentages for Strategic Objectives

    | | Qualifications 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 30 years of extensive experience in insurance. | | Jerome T. Upton Executive Vice President and CFO, Genworth Financial, Inc. Committee(s): Risk Age: 61 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. |

  33. Funding Percentages for Strategic Objectives

    | 2025 PROXY STATEMENT | 21 |

  34. Funding Percentages for Strategic Objectives

    How We Select Our Directors Our Nominating and Corporate Governance Committee reviews information regarding potential and current directors’ qualifications and independence then recommends candidates for election to the Board. The Board then nominates director candidates and makes recommendations to our stockholders regarding the candidates. The Nominating and Corporate Governance Committee will consider all stockholder recommendations for candidates for the Board, which should be sent to the Nominating and Corporate Governance Committee, c/o Corporate Secretary, Enact Holdings, Inc., 8325 Six Forks Rd., Raleigh, NC 27615. Any stockholder recommendations for a director position are evaluated in the same manner as other candidates considered by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee believes all director nominees should have certain qualifications, experience, and skills that would assist the Board in overseeing our operations and developing and pursuing its strategic objectives. The Nominating and Corporate Governance Committee believes each director nominee should, at a minimum: •possess the highest personal and professional ethics, integrity, and values; •be committed to representing the long-term interests of all of our stockholders; •have an inquisitive and objective perspective, practical wisdom, and mature judgment; •bring a valuable skill set to the Board and the Corporation when viewed alone and in combination with other directors; •be willing and able to devote sufficient time to carrying out their duties and responsibilities effectively; and •be committed to serve on the Board for an extended period of time. We endeavor to have a board representing varied experience at policymaking and in areas that are relevant to Enact’s business. Specifically, the Board and the Nominating and Corporate Governance Committee actively seek to achieve an effective mix of occupational and personal backgrounds, viewpoints, education, and skills on the Board. The Nominating and Corporate Governance Committee assesses its effectiveness in balancing these considerations in connection with its annual evaluation of the composition of the Board. The Nominating and Corporate Governance Committee considers all potential candidates and determines whether potential candidates meet our qualifications, attributes, and skills for directors. The Nominating and Corporate Governance Committee’s review of potential candidates is multi-faceted and typically includes engagement of a director search firm, due diligence performed internally and externally, a review of a completed candidate questionnaire, and interviews with members of the Nominating and Corporate Governance Committee and the Board Chairperson. Genworth also has certain nomination rights as described in greater detail below under “—Certain Relationships and Transactions—Relationship with Genworth—Master Agreement—Board Rights” Board Composition The number of authorized directors of our Corporation is influenced by the Third Amended and Restated Master Agreement executed by Genworth and Enact, dated August 29, 2023 (the “Master Agreement”) and fixed from time to time by a resolution adopted by our Board with Genworth’s consent. Currently, the size of our Board is set at twelve members, but will revert to eleven members at our 2025 Annual Stockholder Meeting. The Master Agreement also provides for certain director nomination rights as summarized below under “—Certain Relationships and Transactions—Relationship with Genworth—Master Agreement—Board Rights.” Each of Messrs. McInerney and Upton has been appointed to the Board in accordance with Genworth’s nomination rights under the Master Agreement and the Board’s fiduciary duty, and also nominated by the Corporation’s Nominating and Corporate Governance Committee and Board to stand for re-election at the 2025 Annual Stockholder Meeting. Each director elected by the holders of our common stock at the 2025 Annual Meeting will serve until the 2026 Annual Meeting and until his or her successor is duly elected and qualified, or until the earlier of their resignation or removal in a manner provided for in the certificate of incorporation and our Bylaws, subject to the Master Agreement, as applicable. The holders of our common stock do not have cumulative voting rights in the election of directors. We believe our director nominees are a talented group of individuals with a variety of relevant qualifications, skill sets, and professional backgrounds, as reflected in their biographies beginning on page 16 and posted on our investor relations website. We believe our Board benefits significantly from this variety of experience.

  35. Funding Percentages for Strategic Objectives

    | 22 | ENACT |

  36. Funding Percentages for Strategic Objectives

    Retirement and Resignation Policies The Board does not believe that arbitrary term limits on directors’ service are appropriate, nor does it believe that directors should expect to be renominated annually until they reach the mandatory retirement age. Directors generally will not be nominated for re-election to the Board after their 76th birthday, although the Board may nominate candidates over 76 under special circumstances. In addition, directors must be willing to devote sufficient time to carrying out their duties and responsibilities and should be committed to serve on the Board for an extended period of time. Directors must give notice, in the event of any significant change in their personal circumstances, including a change in their principal job responsibilities, for consideration by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee will then consider the matter and recommend to the Board the appropriate course of action.

  37. Funding Percentages for Strategic Objectives

    | 2025 PROXY STATEMENT | 23 |

  38. Funding Percentages for Strategic Objectives

    Director Independence Although we qualify as a “controlled company” under the Nasdaq Listing Rules due to Genworth indirectly owning more than a majority of the voting power for the election of directors, our Board currently consists of twelve directors, nine of whom are independent (as defined under Nasdaq Listing Rules). For a director to be independent, the Board must determine that the director has no relationship with Enact, its subsidiaries and/or Genworth, which would interfere with the exercise of independent judgment in carrying out director responsibilities. In making independence determinations, the Board considers all relevant facts and circumstances. The Board has determined that each of Mr. Addesso, Mr. Bless, Mr. Fisk, Ms. Hooda, Ms. Mitchell, Mr. Restrepo, Ms. Still, Mr. Thompson, and Ms. Waleski satisfies Nasdaq’s independence requirements. In addition to the independence requirements discussed above, members of the Audit Committee must satisfy additional heightened independence requirements established by the Securities and Exchange Commission (“SEC”) and Nasdaq. Specifically, they may not accept, directly or indirectly, consulting, advisory or other compensatory fees from Enact or any of its subsidiaries other than their directors’ compensation and they may not be affiliated with Enact or any of its subsidiaries under applicable Nasdaq and SEC Rules. The Board has determined that all of the current members of the Audit Committee (Ms. Hooda, Ms. Mitchell, Mr. Restrepo, and Ms. Waleski) satisfy the relevant SEC and Nasdaq independence requirements. Further, in affirmatively determining the independence of any director who will serve on the Compensation Committee, the Board has determined that it will avail itself of the exceptions provided to controlled companies under SEC and Nasdaq independence standards, as the Compensation Committee is currently composed of a majority of independent members and is not completely independent. Specifically, Ms. Still and Mr. Thompson qualify as independent members of the Compensation Committee, and Mr. McInerney is not independent due to his position as President and CEO of Genworth. Due to the Compensation Committee not being completely independent, all grants of equity awards are referred by the Compensation Committee to the Board for approval, except where authority has been delegated to our CEO for small off-cycle grants. Overboarding Our Governance Principles provide that directors who serve as chief executive officers or in equivalent positions for other public companies should not serve on more than two other boards of public companies in addition to the Enact Board and other directors should not serve on more than four other boards of public companies in addition to the Enact Board.

  39. Funding Percentages for Strategic Objectives

    | 24 | ENACT |

  40. Funding Percentages for Strategic Objectives

    Governance Principles Our Governance Principles are published on Enact’s investor relations website, as are our other corporate governance materials, including the charters adopted by the Board for each of our standing committees. To view these materials, go to www.enactmi.com, select “Investors” and then select “Corporate Governance.” The Board regularly reviews corporate governance developments, trends, and may modify these principles, charters, and governing documents as warranted. Any modifications will be reflected in the documents on Enact’s website. Board Oversight of Strategy The business of Enact is conducted by its employees and officers, under the direction of its CEO and the oversight of the Board, to enhance the long-term value of Enact to its stockholders. The Board is elected by the stockholders of the Corporation to oversee management and to protect the long-term interests of the stockholders. Specifically, the Board reviews, monitors and, where appropriate, approves fundamental financial and business strategies and major corporate actions. The Board reviews and evaluates Enact’s strategy at each regularly scheduled meeting and frequently engages with management regarding the competitive landscape, regulatory environment, operational challenges and opportunities, and strategic alternatives to help ensure Enact pursues and makes progress on its strategic plan. Board Leadership Structure Our Board of Directors emphasizes active participation and leadership by all of its members. Our Board determines who to appoint as its chairperson and CEO based on the knowledge and experience of the people then serving on our Board, and chooses the individuals whom it believes best meet the needs of our Corporation and our stockholders at that time. Our Board has determined that having Rohit Gupta serve as our CEO and a director and Dominic J. Addesso serve as our independent Chairperson of the Board is the appropriate leadership structure for our Corporation at this time, as it allows our CEO to focus on the Corporation’s strategy while our independent Chairperson drives accountability at the Board level. As more fully set forth in our Governance Principles, available on our website (to view, go to www.enactmi.com, select “Investors,” then select “Corporate Governance” and then select “Governance Principles”), the independent Board Chairperson’s responsibilities and authority include: •presiding at all meetings of the Board, stockholders, and non-management and independent directors; •facilitating efficient Board operations through regular engagement with standing committees of the Board and individual directors; •regularly communicating with the CEO to provide him or her with advice and counsel, serving as a liaison between the CEO and independent directors; •consulting on meeting agendas; •working with management to assure that meeting materials are fulfilling the needs of directors; •consulting on the meeting calendar and meeting schedules to assure there is sufficient time to discuss all agenda items; •periodically calling meetings of the independent directors, including at the request of such directors; •working with the CEO to respond to stockholder inquiries involving the Board; and •fulfilling other responsibilities as determined by the Board.

  41. Funding Percentages for Strategic Objectives

    | 2025 PROXY STATEMENT | 25 |

  42. Funding Percentages for Strategic Objectives

    Meetings of Independent Directors A substantial majority of our current directors are independent (as determined in accordance with the Nasdaq Listing Rules) and our independent directors meet regularly in executive sessions without management present, as provided in our Governance Principles. Mr. Gupta, our CEO, is currently the only employee of the Corporation who serves on our Board. In addition, Messrs. McInerney and Upton are the CEO and CFO, respectively, of Genworth, and are not considered independent according to Nasdaq Listing Rules and our Governance Principles. Our Governance Principles provide that the independent Board Chairperson, currently Mr. Addesso, will preside at the meetings of the independent directors. The independent Board Chairperson may periodically call meetings of the independent directors, including at the request of the independent directors. Meeting Attendance In 2024, our Board of Directors held 9 meetings in the aggregate. Each of our director nominees who served in 2024 attended more than 75% of the aggregate of (1) the total number of meetings of the Board (held during the period for which they served as a director) and (2) the total number of meetings held by all committees of the Board on which they served (during the periods that they served). All eleven of our directors then serving attended the 2024 Annual Stockholder Meeting, and as set forth in the Governance Principles, directors are expected to attend the 2025 Annual Meeting of Stockholders. Board Responsibilities Board Committees The five standing committees of the Board are the Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, Independent Capital Committee, and Risk Committee. Our Board may also establish various other committees to assist it in carrying out its responsibilities. The Board has established written charters for each of its five standing committees. Each Committee’s responsibilities are more fully set forth in its charter, which can be found in the corporate governance section of our website. To view, go to www.enactmi.com, select “About Us”, then select “Investors,” then select “Corporate Governance,” then select the applicable Committee “Charter.”

  43. Funding Percentages for Strategic Objectives

    | 26 | ENACT |

  44. Funding Percentages for Strategic Objectives

    The five standing committees of the Board are described below.

  45. Funding Percentages for Strategic Objectives

    | Audit Committee The Board has established the Audit Committee in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Audit Committee consists solely of “independent” directors as defined by the applicable rules of Nasdaq and the SEC. In addition, the Board has determined that all four of the Audit Committee’s current members, Ms. Waleski, Ms. Hooda, Ms. Mitchell, and Mr. Restrepo, are “audit committee financial experts,” as defined by SEC rules. The purpose of the Audit Committee is to assist the Board in its oversight of the integrity of the Corporation’s financial statements, the Corporation’s compliance with relevant legal and regulatory requirements, the independence, and qualifications of the Corporation’s independent registered public accounting firm and the performance of the Corporation’s internal audit function and independent auditors. | Anne G. Waleski (Chairperson) | | | Members Sheila Hooda H. Elizabeth Mitchell Robert P. Restrepo Jr. Meetings in 2024: 10 |

  46. Principal Responsibilities

    The Compensation Committee’s responsibilities include: •assisting the Board in developing and evaluating potential candidates for executive positions, including the CEO, and overseeing the development of executive succession plans; •annually reviewing and approving the corporate goals and objectives with respect to the compensation of our CEO, evaluating our CEO’s performance in light of these goals and objectives, setting our CEO’s compensation based on such evaluation, and recommending any decisions on long-term incentives to the Board for approval; •reviewing and approving on an annual basis the evaluation process and compensation structure for our other executive officers, including evaluating and setting the compensation for our executive officers, with recommendations to the Board for approval of long-term incentives; •reviewing on an annual basis the form and amount of compensation of directors for service on the Board and committees; •reviewing and approving our variable incentive compensation and recommending to the Board for approval other stock-based compensation plans; •reviewing and recommending to the Board employment and severance arrangements for executive officers; •assessing the structure and composition of the leadership of the Corporation; •reviewing and discussing our Compensation, Discussion, and Analysis with management, and recommending to the Board its inclusion in our annual reports and proxy statements and publishing a committee report; •assessing the results of the Corporation’s most recent advisory vote on executive compensation (“say on pay”) and recommending the frequency of future say on pay votes to the Board; •overseeing assessment of risks relating to our compensation programs; •retaining compensation consultants, and determining whether their work raises any conflict of interest; and •overseeing the Corporation’s strategies and policies related to human capital management, workplace environment and culture, and talent development and retention. Under its charter, the Compensation Committee has authority to delegate any of its responsibilities to subcommittees as the Compensation Committee may deem appropriate in its sole discretion. The Compensation Committee’s report appears on page 51. Additional information regarding the Compensation Committee’s processes and procedures for consideration of executive compensation is also provided in the Compensation Discussion and Analysis section later in this document.

  47. Compensation and Other Arrangements Concerning Employees

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Other Compensation ($)(4) | Total ($) | | Dominic J. Addesso | 190,000 | 278,084 | 1,000 | 469,084 | | Michael A. Bless | 130,000 | 158,905 | — | 288,905 | | John D. Fisk | 130,000 | 158,905 | — | 288,905 | | Sheila Hooda | 130,000 | 158,905 | 5,000 | 293,905 | | Robert P. Restrepo Jr. | 110,000 | 158,905 | 10,000 | 278,905 | | Debra W. Still | 135,000 | 158,905 | — | 293,905 | | Westley V. Thompson | 110,000 | 158,905 | — | 268,905 | | Anne G. Waleski | 143,132 | 158,905 | 10,000 | 312,037 |

  48. Compensation and Other Arrangements Concerning Employees

    (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, 2024 (rounded down to the nearest whole unit). Mr. McInerney and Mr. Upton did not hold any Enact equity awards as of such date. (4)Amounts reflect 2024 company matching contributions made under our charitable matching contributions program on behalf of the applicable director.

  49. Compensation and Other Arrangements Concerning Employees

    | Name | Total Number of DSUs Held as of December 31, 2024 | | Dominic J. Addesso | 44,577 | | Michael A. Bless | 21,172 | | John D. Fisk | 25,128 | | Sheila Hooda | 25,128 | | Robert P. Restrepo Jr. | 25,128 | | Debra W. Still | 25,128 | | Westley V. Thompson | 25,128 | | Anne G. Waleski | 25,128 |

  50. Compensation and Other Arrangements Concerning Employees

    | 2025 PROXY STATEMENT | 39 |

  51. Compensation and Other Arrangements Concerning Employees

    | 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 and long-term strategic goals and 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 with a 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 2024 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 2025 Annual Meeting of Stockholders at our 2026 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. |

  52. Compensation and Other Arrangements Concerning Employees

    | 40 | ENACT |

  53. Compensation and Other Arrangements Concerning Employees

    Compensation Discussion and Analysis 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 2024 (who are also our only executive officers under the applicable SEC rules), whom we refer to as our NEOs:

  54. Compensation and Other Arrangements Concerning Employees

    | | Rohit Gupta President and Chief Executive Officer (“CEO”) Rohit Gupta, 50, has served as our President and Chief Executive Officer since March 2013, as one of our directors since March 2013, and previously served 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, 55, 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, 56, 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, 55, 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, 53, 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. |

  55. Compensation and Other Arrangements Concerning Employees

    | 2025 PROXY STATEMENT | 41 |

  56. Compensation and Other Arrangements Concerning Employees

    2024 Corporation Performance In 2024, we aligned NEO incentives with the achievement of financial and strategic initiatives designed to improve our operating performance. We met or exceeded key operational, strategic, and financial objectives for 2024 primarily due to our strong execution and performance of our business. Our operating performance in 2024 has directly impacted our NEOs’ compensation, as follows:

  57. Compensation and Other Arrangements Concerning Employees

    | Key Annual Financial Objectives The business met or exceeded goals for adjusted operating income, adjusted operating return on equity (“ROE”), and expense ratio. | | Above Target | Key Annual Strategic Objectives The business met goals for risk & pricing management and optimizing capital & liquidity. | At Target | | | Long-Term Financial Objectives We exceeded our target Book Value Per Share Growth over the three-year performance period ending December 31, 2024; 70% of the total target value of equity awards granted to our NEOs in 2024 will vest based on the Corporation’s Book Value per Share Growth over a three-year performance period from January 1, 2024 through December 31, 2026. | | | |

  58. Compensation and Other Arrangements Concerning Employees

    Compensation Philosophy Our objectives in compensating executive officers are to attract, retain, and motivate executives of superior ability who are dedicated to the long-term interests of our stockholders. The following principles guide our compensation program design and individual compensation decisions. Additionally, we have highlighted below key elements of our compensation programs or policies for NEOs that illustrate how we support these principles in practice:

  59. Compensation and Other Arrangements Concerning Employees

    | 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) •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 continued to vest in accordance with their terms and all outstanding awards vested in 2024 | | 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 performance-based incentive income and awards, permitting recovery beyond the legally required minimums |

  60. Compensation and Other Arrangements Concerning Employees

    | 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 Required for Change of Control Severance Benefits No Excessive Executive Perquisites |

  61. Role of Compensation Consultants

    Role of Compensation Consultants In 2024, 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 2024, 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.

  62. 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

  63. Benchmarking

    | 2025 PROXY STATEMENT | 43 |

  64. Benchmarking

    level of responsibility, individual experience and skills, performance trends, competitive dynamics, retention needs, and internal equity considerations. For 2024, 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 broader 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 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. Following its annual review of our Peer Group with the compensation consultant in 2024, the Compensation Committee determined to maintain the same Peer Group used in 2023. The Peer Group used when considering 2024 compensation actions was composed of the following companies:

  65. Benchmarking

    | Arch Capital Group Ltd. Assured Guaranty Ltd. Axos Financial, Inc. Employers Holding, 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. |

  66. Consideration of 2024 Say-on-Pay Vote

    Consideration of 2024 Say-on-Pay Vote Annual advisory votes to approve NEO compensation serve as a tool to help the Compensation Committee evaluate the alignment of our executive compensation programs with the interest of the Corporation and our stockholders. Due to the strong support of our stockholders on our 2024 say-on-pay vote, which received approval from over 99% of the votes cast, we did not make any changes to our 2024 compensation program specifically in response to this vote. Key Compensation Program Elements Our 2024 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). Base Salary Base salaries are generally intended to reflect the scope of an executive officer’s responsibilities and experience, reward sustained performance over time, and be competitive with the market. In February 2024, the Compensation Committee undertook its annual review of executive officer base salaries, in conjunction with benchmarking data and advice provided by its compensation consultant. Mr. Gupta, Mr. Mitchell, Mr. Stolove, and Mr. Derstine each received a base salary increase to maintain market competitiveness. Mr. Gould’s base salary was considered competitive for his role within the marketplace and thus remained unchanged from 2023 levels.

  67. Consideration of 2024 Say-on-Pay Vote

    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 2024, was approved by our Compensation Committee and Board. 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 performance targets. 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 2024, each NEO had an annual incentive target, expressed as a percentage of base salary. Mr. Gupta’s annual incentive target was increased to 175% and Mr. Derstine’s target was increased to 75%, based on peer group data and their 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 thus remained unchanged (as a percentage of base salary) from 2023 levels. The 2024 target annual incentive opportunities for our NEOs ranged from 55% to 175% of base salary, and payout opportunities for 2024 ranged from zero to 200% of their individual target amount. Individual annual incentive targets are described below in the NEO 2024 Scorecard Results section and are also reported in the 2024 Grants of Plan-Based Awards Table. Final awards under our annual incentive program for 2024 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. Financial Objectives Performance

  68. Consideration of 2024 Say-on-Pay Vote

    In February of 2025, 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 2024 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 2024 are reported under the Non-Equity Incentive Plan Compensation column of the 2024 Summary Compensation Table. NEO 2024 Scorecard Results

  69. Financial Objectives (70%)

    | Key Financial Objective | Unit | Weighting | Threshold | Target | Maximum | 2024 Results | 2024 Payout | | Adjusted Operating Income(1) | $MM | 30% | $220 | $488 - $536 | $700 | $718 | 200% | | Adjusted Return on Equity(2) | % | 30% | 4.7% | 10.3% - 11.3% | 14.5% | 14.9% | 200% | | Expense Ratio(3) | % | 10% | 25% | 23% | 21% | 23.0% | 100% |

  70. Strategic Objectives (30%)

    | | Rohit Gupta Mr. Gupta’s annual incentive award could range from 0% to 200% of target based on results versus applicable performance targets. His 2024 target was $1,750,000. Mr. Gupta’s approved annual incentive award for 2024 was $2,800,000, or approximately 160% 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% to 200% of target based on results versus applicable performance targets. His 2024 target was $525,000. Mr. Mitchell’s approved annual incentive award for 2024 was $788,000, or approximately 150% of his targeted amount, based on the achievement of the financial and strategic measures. | | | Evan Stolove Mr. Stolove’s annual incentive award could range from 0% to 200% of target based on results versus applicable performance targets. His 2024 target was $337,500. Mr. Stolove’s approved annual incentive award for 2024 was $507,000, or approximately 150% 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% to 200% of target based on results versus applicable performance targets. His 2024 target was $318,750. Mr. Derstine’s approved annual incentive award for 2024 was $510,000, or approximately 160% 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% to 200% of target based on results versus applicable performance targets. His 2024 target was $192,500. Mr. Gould’s approved annual incentive award for 2024 was $308,000, or approximately 160% of his targeted amount, based on the achievement of the financial and strategic measures. |

  71. Strategic Objectives (30%)

    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. 2024 Long-Term Incentives In February 2024, during the annual review of executive officer pay, in conjunction with benchmarking data and advice provided by its compensation consultant, the Compensation Committee approved increases to each of our NEO’s annual long-term incentive target award values. The increases bring 2024 target long-term incentive award values for our NEOs to an average of 49% 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. In addition, to further align compensation with our philosophy of awarding pay for performance, the Compensation Committee increased the weighting of PSUs in our NEOs’ annual long-term incentive awards to 70% of the total target award value.

  72. Strategic Objectives (30%)

    | Name | Target Award Value ($) | # of RSUs Awarded | Target # of PSUs Awarded | | Mr. Gupta | 6,000,000 | 53,860 | 161,580 | | Mr. Mitchell | 1,250,000 | 17,954 | 26,930 | | Mr. Stolove | 500,000 | 7,182 | 10,772 | | Mr. Derstine | 500,000 | 7,182 | 10,772 | | Mr. Gould | 400,000 | 5,746 | 8,618 |

  73. Strategic Objectives (30%)

    The target award values above represent the values approved by the Compensation Committee and Board, 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.

  74. 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.

  75. Additional Information Regarding Performance Stock Units

    Additional Information Regarding Performance Stock Units •The 2024 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, 2024 through December 31, 2026. •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.

  76. 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.

  77. 2024-2026 Performance Stock Unit Metrics and Goals

    2024-2026 Performance Stock Unit Metrics and Goals

  78. 2024-2026 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, 2024 – December 31, 2026 | 17% | 35% | 44% |

  79. 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.

  80. Genworth 2021 Performance Stock Units

    | 48 | ENACT |

  81. 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. Please see the “Bonus” column in the 2024 Summary Compensation Table for the amount of the payouts in 2024 of Genworth Deferred Cash awards granted in prior years that became vested in 2024 based on continued service through the applicable vesting date. Other Benefit Programs

  82. 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 Potential Payments upon Termination or Change of Control section below.

  83. 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, along with compliance with our Perquisite Policy. 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 and benefits 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 Potential Payments upon Termination or Change of Control section below.

  84. Other Benefits and Perquisites

    Other Key Compensation Governance Policies In addition to our compensation programs described above, the Corporation maintains the following policies and practices intended to strengthen the overall long-term stockholder alignment and governance of our compensation programs. Insider Trading Policy Our Board has adopted an insider trading policy (the “Insider Trading Policy”) that governs the purchase, sale and other dispositions of our securities by directors, officers and employees (including, as applicable, their family members and controlled entities, in each case, as defined in the Insider Trading Policy), along with a second Insider Trading Policy for the Corporation. These policies are designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to the Corporation. 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. Clawback Policies The Corporation maintains an Incentive-Based Compensation Recovery Policy, which is intended to comply with the requirements of Rule 5608 of The Nasdaq Stock Market Listing Standards implementing Rule 10D-1 under the Securities Exchange Act of 1934. In the event the Corporation is required to prepare an accounting restatement of the Corporation’s financial statements due to material non-compliance with any financial reporting requirement under the federal securities laws, the Corporation will recover, on a reasonably prompt basis, the excess incentive-based compensation received by any covered executive, including our NEOs, during the prior three fiscal years that exceeds the amount that the executive otherwise would have received had the incentive-based compensation been determined based on the restated financial statements. In addition, the Corporation also maintains a Supplemental Discretionary Clawback Policy, pursuant to which the Compensation Committee may recover incentive compensation awarded or paid to any covered executive, including our NEOs, in the event such executive engages in any misconduct, including, without limitation, any material breach of restrictive covenants, employment agreement, or the Corporation’s policies or Code of Ethics. The Supplemental Discretionary Clawback Policy supplements our Incentive-Based Compensation Recovery Policy and provides the Compensation Committee discretion to recover compensation in addition to, or outside the scope of, the Incentive-Based Compensation Recovery Policy. Stock Ownership Guidelines The Corporation also maintains Stock Ownership Guidelines addressing the amounts of equity to be maintained, the applicable individuals, and the timeline for compliance. Directors are required to own securities with a value equal to at least five times the director’s annual cash retainer, excluding any cash retainer received for chairperson committee service. Under the policy, our CEO is required to own securities with a value equal to at least five times the CEO’s annual base salary. The CFO is required to own securities with a value equal to at least three times the CFO’s annual base salary. The Chief Operating Officer, Chief Risk Officer, General Counsel, and all other Senior Vice-Presidents are required to own securities with a value equal to at least two times that executive’s annual base salary. The following types of securities count towards satisfaction of such stock ownership levels: common stock, vested DSUs, unvested RSUs, and other shares of common stock in which the individual holds a vested beneficial interest. Unearned PSUs do not count toward the guidelines. Covered executives are required to satisfy the applicable ownership level within five years of

  85. Other Benefits and Perquisites

    adoption of the policy or entering that role, and covered non-executive directors are expected to satisfy the applicable ownership level within five years of initial appointment to the Board. If the ownership levels are not reached in the time, the individual will be required to retain all vested shares (after any net-share settlement) until the required ownership level is obtained. All of our NEOs and directors are currently in compliance, or on track to comply with such guidelines. Equity Grant Timing The Compensation Committee has generally granted annual equity awards each year at its regularly scheduled Compensation Committee meeting during the first quarter of the year. Awards may also be granted at other times throughout the year, generally in instances of new hires or promotions. During 2024, the Compensation Committee did not take into account any material nonpublic information when determining the timing and terms of equity incentive awards, and the Corporation did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. During 2024, the Corporation did not grant any stock options or stock appreciation rights to the NEOs. Evaluation of Compensation Program Risks The Compensation Committee annually reviews a report prepared by the Chief Risk Officer, led by the Corporation’s Risk Department, regarding the design and operation of our compensation arrangements for employees, including executive officers, for the purpose of determining whether such programs might encourage inappropriate risk-taking that could have a material adverse effect on the Corporation. Following that review for 2024 compensation, the Compensation Committee agreed with management’s conclusion that the Corporation’s compensation plans, programs, and policies do not encourage employees to take risks that are reasonably likely to have a material adverse effect on the Corporation. Report of the Compensation Committee The Compensation Committee of the Board of Directors oversees the compensation programs of Enact Holdings, Inc. on behalf of the Board. In fulfilling its oversight responsibilities, the committee reviewed and discussed with management the Compensation Discussion and Analysis included in this document. In reliance on the review and discussion referred to above, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in Enact’s Annual Proxy Statement on Schedule 14A to be filed in connection with Enact’s 2025 Annual Meeting of Stockholders and incorporated by reference in Enact’s Annual Report on Form 10-K for the Fiscal year ended December 31, 2024. This report shall not be deemed to otherwise be incorporated by reference by any general statement incorporating by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and shall not otherwise be deemed filed under such acts. This report is provided by the following directors, who constitute the committee:

  86. Westley V. Thompson

    | 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 | 2024 | 985,577 | — | 5,857,813 | 2,800,000 | — | 317,333 | 9,960,723 | | | 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 | — | 237,354 | 7,853,226 | | Hardin Dean Mitchell Executive Vice President, Chief Financial Officer and Treasurer | 2024 | 520,192 | 133,334 | 1,220,396 | 788,000 | — | 144,586 | 2,806,508 | | | 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 | | Evan S. Stolove Executive Vice President, General Counsel, and Corporate Secretary | 2024 | 445,193 | 108,334 | 488,170 | 507,000 | — | 98,732 | 1,647,429 | | | 2023 | 425,000 | 150,000 | 420,584 | 558,000 | — | 99,962 | 1,653,546 | | | 2022 | 420,192 | 191,000 | 410,572 | 558,000 | — | 81,055 | 1,660,819 | | Michael Derstine Executive Vice President and Chief Risk Officer | 2024 | 415,385 | 43,334 | 488,170 | 510,000 | — | 80,232 | 1,537,121 | | | 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 | | Brian Gould Executive Vice President and Chief Operations Officer | 2024 | 350,000 | 43,334 | 390,557 | 308,000 | — | 89,347 | 1,181,238 | | | 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 |

  87. 2024 All Other Compensation—Details

    2024 All Other Compensation—Details

  88. 2024 All Other Compensation—Details

    | Name | Company Contributions to the Retirement Plans ($)(a) | Life Insurance Premiums ($)(b) | Executive Physical ($) | Financial Counseling ($) | Other ($) | Total ($) | | Mr. Gupta | 286,046 | 8,702 | 2,600 | 19,985 | — | 317,333 | | Mr. Mitchell | 111,615 | 6,798 | 4,100 | 22,073 | — | 144,586 | | Mr. Stolove | 80,255 | 6,636 | 406 | 11,435 | — | 98,732 | | Mr. Derstine | 62,111 | 5,021 | — | 13,100 | — | 80,232 | | Mr. Gould | 54,960 | 4,387 | — | 30,000 | — | 89,347 |

  89. 2024 All Other Compensation—Details

    (a)Reflects contributions made on behalf of the NEOs for each of the following programs: (i) company matching contributions made in 2024 to the 401(k) Savings Feature of the Retirement and Savings Plan; (ii) company contributions made in 2025 to the Retirement Account Feature of the Retirement and Savings Plan, which are based on 2024 earnings; and (iii) company contributions made in 2025 to the Restoration Plan, which are based on 2024 earnings. (b)Represents premium payments made in 2024 for the following programs: (i) Leadership Life Program, an individually owned universal life insurance policy provided to all of our executives; and for Mr. Gupta only, (ii) Executive Life Program, a $1 million company-owned life insurance policy for which Mr. Gupta may identify a beneficiary for payment by us in the event of his or her death. Premiums for the Leadership Life Program are graded through age 59, with escalation in particular between age 50 and 59, and level thereafter. Grants of Plan-Based Awards Table The table below provides information on the following plan-based awards that were made in 2024: •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- 2024 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- 2024 Enact Long-Term Incentives section above.

  90. 2024 All Other Compensation—Details

    | 2025 PROXY STATEMENT | 53 |

  91. 2024 Grants of Plan-Based Awards Table

    2024 Grants of Plan-Based Awards Table

  92. 2024 Grants of Plan-Based Awards Table

    | Name | Award Type | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(#)(1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | Grant Date Fair Value of Stock Awards ($)(3) | | | | | Threshold | Target | Max | Threshold | Target | Max | | | | Mr. Gupta | AI | | 875,000 | 1,750,000 | 3,500,000 | | | | | | | | RSU | 2/16/2024 | | | | | | | 53,860 | 1,464,453 | | | PSU | 2/16/2024 | | | | 80,790 | 161,580 | 323,160 | | 4,393,360 | | Mr. Mitchell | AI | | 262,500 | 525,000 | 1,050,000 | | | | | | | | RSU | 2/16/2024 | | | | | | | 17,954 | 488,169 | | | PSU | 2/16/2024 | | | | 13,465 | 26,930 | 53,860 | | 732,227 | | Mr. Stolove | AI | | 168,750 | 337,500 | 675,000 | | | | | | | | RSU | 2/16/2024 | | | | | | | 7,182 | 195,279 | | | PSU | 2/16/2024 | | | | 5,386 | 10,772 | 21,544 | | 292,891 | | Mr. Derstine | AI | | 159,375 | 318,750 | 637,500 | | | | | | | | RSU | 2/16/2024 | | | | | | | 7,182 | 195,279 | | | PSU | 2/16/2024 | | | | 5,386 | 10,772 | 21,544 | | 292,891 | | Mr. Gould | AI | | 96,250 | 192,500 | 385,000 | | | | | | | | RSU | 2/16/2024 | | | | | | | 5,746 | 156,234 | | | PSU | 2/16/2024 | | | | 4,309 | 8,618 | 17,236 | | 234,323 |

  93. 2024 Grants of Plan-Based Awards Table

    (1)Reflects 2024-2026 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, 2024 through December 31, 2026, which are described in greater detail in the Key Compensation Program Elements- 2024 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.

  94. 2024 Grants of Plan-Based Awards Table

    | 54 | ENACT |

  95. 2024 Grants of Plan-Based Awards Table

    Outstanding Equity Awards at 2024 Fiscal Year-End Table The table below provides information with respect to outstanding equity awards held by our NEOs on December 31, 2024.

  96. 2024 Grants of Plan-Based Awards Table

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | 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 | | | | | 35,326(1) | 1,143,856(4) | 212,002(5) | 6,864,625(4) | | | | | | | 62,130(2) | 2,011,769(4) | 186,394(6) | 6,035,438(4) | | | | | | | 55,059(3) | 1,782,810(4) | 165,174(7) | 5,348,334(4) | | Mr. Mitchell | | | | | 7,507(1) | 243,077(4) | 45,064(5) | 1,459,172(4) | | | | | | | 13,889(2) | 449,726(4) | 41,672(6) | 1,349,339(4) | | | | | | | 18,355(3) | 594,335(4) | 27,531(7) | 891,454(4) | | Mr. Stolove | | | | | 3,532(1) | 114,366(4) | 21,214(5) | 686,909(4) | | | | | | | 6,213(2) | 201,177(4) | 18,648(6) | 603,822(4) | | | | | | | 7,343(3) | 237,766(4) | 11,014(7) | 356,633(4) | | Mr. Derstine | | | | | 2,864(1) | 92,736(4) | 17,236(5) | 558,102(4) | | | | | | | 5,847(2) | 189,326(4) | 17,552(6) | 568,334(4) | | | | | | | 7,343(3) | 237,766(4) | 11,014(7) | 356,633(4) | | Mr. Gould | | | | | 2,864(1) | 92,736(4) | 17,236(5) | 558,102(4) | | | | | | | 5,118(2) | 165,721(4) | 15,360(6) | 497,357(4) | | | | | | | 5,876(3) | 190,265(4) | 8,811(7) | 285,300(4) |

  97. 2024 Grants of Plan-Based Awards Table

    (1)RSUs vest 100% on 2/11/2025. (2)Remaining RSUs vest 50% on 2/9/2025 and 2/9/2026. (3)RSUs vest one-third on 2/16/2025, 2/16/2026, and 2/16/2027. (4)Market value is calculated based on the closing price of our common stock on December 31, 2024 of $32.38 per share. (5)2022-2024 PSUs were earned at 200% based on our three year Book Value Per Share Growth over the performance period ending on December 31, 2024. Amounts reported here reflect the actual level of achievement of the performance goals. (6)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 max level of achievement of the performance goals pursuant to applicable reporting requirements. (7)2024-2026 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, 2026. Amounts reported here reflect target level of achievement of the performance goals pursuant to applicable reporting requirements. For more information regarding the 2024-2026 PSUs, see the 2024 Grants of Plan Based Awards Table and the Compensation Discussion and Analysis section above.

  98. 2024 Grants of Plan-Based Awards Table

    | 2025 PROXY STATEMENT | 55 |

  99. 2024 Grants of Plan-Based Awards Table

    2024 Options Exercised and Stock Vested Table The table below provides information regarding RSUs granted by the Corporation to our NEOs that vested during 2024, including Genworth RSUs and PSUs granted prior to the Corporation’s IPO. None of our NEOs exercised any Genworth stock options during 2024 and none of our NEOs hold any Corporation stock options.

  100. 2024 Grants of Plan-Based Awards Table

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Mr. Gupta | 939,811 | 13,478,472 | | Mr. Mitchell | 55,137 | 2,213,997 | | Mr. Stolove | 27,035 | 1,091,730 | | Mr. Derstine | 26,286 | 1,069,377 | | Mr. Gould | 25,945 | 1,059,654 |

  101. 2024 Grants of Plan-Based Awards Table

    (1)Reflects the gross number of shares received upon the vesting of RSUs and PSUs. For each of the NEOs, this value includes the vesting of the IPO Grant each received in 2021 and vested on 9/14/2024. For Mr. Gupta only, includes vesting of grants made by Genworth prior to IPO, RSUs (105,407 shares with a fair market value of $6.34) and 2021-2023 PSUs (606,160 shares with a fair market value of $6.15). 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. 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:

  102. 2024 Grants of Plan-Based Awards Table

    | 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 |

  103. 2024 Grants of Plan-Based Awards Table

    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.

  104. 2024 Grants of Plan-Based Awards Table

    | 56 | ENACT |

  105. 2024 Grants of Plan-Based Awards Table

    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 5.56%; •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, 2024.

  106. 2024 Pension Benefits Table

    2024 Pension Benefits Table

  107. 2024 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 | 641,569 | — | | Mr. Mitchell(2) | — | — | — | — | | Mr. Stolove(2) | — | — | — | — | | Mr. Derstine(2) | — | — | — | — | | Mr. Gould(2) | — | — | — | — |

  108. 2024 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. 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 ($345,000 annual compensation limit in 2024). For 2024, 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 2024, we provided a credit into 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 Restoration 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.

  109. 2024 Non-Qualified Deferred Compensation Table

    2024 Non-Qualified Deferred Compensation Table

  110. 2024 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 | — | 258,446 | 241,512 | — | 2,167,875 | | Mr. Mitchell | Restoration Plan | — | 84,015 | 65,095 | — | 601,341 | | Mr. Stolove | Restoration Plan | — | 52,655 | 26,172 | — | 263,358 | | Mr. Derstine | Restoration Plan | — | 34,511 | 38,064 | — | 298,428 | | Mr. Gould | Restoration Plan | — | 27,360 | 13,135 | — | 133,445 |

  111. 2024 Non-Qualified Deferred Compensation Table

    | 2025 PROXY STATEMENT | 57 |

  112. 2024 Non-Qualified Deferred Compensation Table

    (1)Reflects company contributions to the Restoration Plan made in 2025, which are based on 2024 earnings. The contributions are reported as compensation for 2024 in the All Other Compensation column of the 2024 Summary Compensation Table. (2)Aggregate balances reported as of December 31, 2024 for the NEOs include amounts that were reported in the Summary Compensation Tables for 2024 and years prior. For the Restoration Plan, the amount of compensation reported in the Summary Compensation Tables for 2024 and years prior is $839,724 for Mr. Gupta, $263,661 for Mr. Mitchell, $161,399 for Mr. Stolove, $102,565 for Mr. Derstine, and $96,337 for Mr. Gould. Potential Payments upon Termination or Change of Control The following table 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, 2024. 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. Involuntary Termination of Employment (Without a Change of Control) The Corporation maintains the Enact Executive Severance Plan in order to promote the retention of a select group of key employees, including our NEOs, by providing severance benefits in the event their employment is terminated under certain circumstances and to align with severance benefits commonly provided in our market for competing executive talent. In the event the employment of an NEO is terminated without “cause” or by the executive for “good reason” (as such terms are defined in the Enact Executive Severance Plan), such NEO would be eligible to receive the following severance benefits under the Enact Executive Severance Plan: •Severance payment. The NEO would receive a lump sum cash severance payment, payable within 60 days of the date of termination, in an amount equal to two times the sum of base salary and target annual incentive in the case of Mr. Gupta, and one times base salary and target annual incentive for the other NEOs. •Pro rata annual incentive award. The NEO would receive a lump sum cash payment based on the annual incentive award that would have been payable with respect to the fiscal year in which the qualified termination occurs (determined at the end of such year based on actual performance results), prorated to the nearest half month to reflect the portion of the fiscal year that had elapsed prior to the date of termination. •Benefits payment. The NEO would receive a lump sum cash payment, payable within 60 days of the date of termination, equal to the monthly COBRA premiums for the continuation of the Corporation’s group medical, dental, vision, and/or prescription drug plan benefits in which the employee participated prior to the termination, multiplied by 12. •Partial vesting of time-based long-term incentive awards. RSUs and other cash and equity awards with time-based vesting restrictions held by the NEO would become immediately vested as of the participant’s termination, but only with respect to a number of awards that otherwise would have become vested on the award’s next regularly scheduled vesting date based on continued employment (the remainder of such awards would be forfeited). •Vesting of performance-based long-term incentive awards. Performance-based equity held by the NEO would remain outstanding and would be earned, if at all, based on actual performance through the end of the performance period, prorated to the nearest half-month to reflect the portion of the performance period year that had elapsed prior to the date of termination. •Retirement plan vesting. The CEO would become fully vested in any funded or unfunded nonqualified pension or retirement plans in which he participates, since he has been employed by the Corporation for at least five years. To receive severance benefits, the executive would have to execute and deliver to us a general release of claims and agree to certain post-termination restrictive covenants, including a 12-month non-compete provision, 24-month restrictions on the solicitation of customers and employees, and restrictions on the use of confidential information.

  113. 2024 Non-Qualified Deferred Compensation Table

    | 58 | ENACT |

  114. 2024 Non-Qualified Deferred Compensation Table

    Involuntary Termination Following a Change of Control The Corporation maintains the Change of Control Severance Plan in order to provide market competitive benefits and the appropriate level of protection if a Change of Control event were to arise. The Change of Control Severance Plan provides severance benefits to a select group of key executives, including all of our NEOs, in the event that the executive’s employment is terminated without “cause” or by the executive for “good reason” following a change of control of the company. Pursuant to the Change of Control Severance Plan, a covered NEO would receive payments and benefits in the event of a termination of employment without “cause” or by the executive with “good reason” within two years following a change of control of the company (each a “Qualified Termination” as defined in the Change of Control Severance Plan). In the event of a Qualified Termination during 2024, such NEO would be eligible to receive the following severance benefits under the Change of Control Severance Plan and the terms of applicable equity awards: •Severance payment. Mr. Gupta would receive a lump sum cash severance payment in an amount equal to two and one-half times the sum of his base salary and target annual incentive, and other NEOs would receive a cash severance payment equal to two times the sum of their base salary and target annual incentive, payable within 60 days following termination. •Pro rata annual incentive award. The NEO would receive a lump sum cash payment based on the annual incentive award that would have been payable with respect to the fiscal year in which the Qualified Termination occurs (determined based on actual pro rata performance, to the extent such performance can be reasonably established, or otherwise based on an assumed achievement of all relevant performance goals at “target”), prorated to the nearest half-month to reflect the portion of the fiscal year that had elapsed prior to the Qualified Termination, and payable within 60 days following termination. •Vesting of time-based long-term incentive awards. RSUs and other cash and stock awards with time-based vesting restrictions held by the NEO would become immediately vested as of a Qualified Termination (within 12 months following a change of control.) •Vesting of performance-based long-term incentive awards. Performance-based equity and cash awards held by the NEO would become vested and be deemed earned based on actual pro rata performance as of the date of a Qualified Termination (within 12 months following a change of control), to the extent such performance can be reasonably established, or otherwise based on an assumed achievement of all relevant performance goals at “target,” prorated based on the number of days of the performance period that had elapsed prior to the Qualified Termination, and payable within 30 days following termination. •Payment related to health and life insurance benefits. The NEO would receive a lump sum cash payment, payable within 60 days of the date of termination, equal to the monthly cost of COBRA premiums for the Corporation’s group medical, dental, vision, and/or prescription drug plan benefits in which the NEO participates prior to the Qualified Termination, multiplied by 18, and would continue to receive life insurance coverage for 18 months. •Retirement plan provisions. The NEO would become fully vested in any funded or unfunded nonqualified pension, retirement or deferred compensation plans in which he participates. The Change of Control Severance Plan provides that in the event the participant would be subject to a 20% excise tax under Section 4999 of the Code (imposed on individuals who receive compensation in connection with a change of control that exceeds certain specified limits), the payments and benefits would be reduced to the maximum amount that does not trigger the excise tax, unless the executive would retain greater value (on an after-tax basis) by receiving all payments and benefits and paying all excise and income taxes. If an executive becomes eligible to receive benefits under the Change of Control Severance Plan, he or she will not be eligible to receive benefits under any prior version of the Change of Control Severance Plan of Enact or Genworth. Death or Disability In the event of death or total disability, NEOs (or their designated beneficiary) would generally be eligible to receive the following: •Long-Term Incentive Awards. In the event of death or termination due to total disability: (i) all unvested RSUs would become vested; and (ii) any unvested PSUs would become vested on a pro rata basis as of the date of termination based on the number of days elapsed from the inception of the performance period until the date of termination. Furthermore, all such performance-based awards would pay out at the end of the regular performance period based on actual performance. •Annual Incentive. NEOs (or their designated beneficiary) would receive a pro-rated portion of any annual incentive award, based on actual performance results. •Retirement Programs. Executive officers (or their designated beneficiary) would become vested in the Genworth SERP benefits shown in the 2024 Pension Benefits Table. All NEOs are fully vested in the Restoration Plan balance reported in the 2024 Non-Qualified Deferred Compensation Table as of December 31, 2024.

  115. 2024 Non-Qualified Deferred Compensation Table

    | 2025 PROXY STATEMENT | 59 |

  116. 2024 Non-Qualified Deferred Compensation Table

    •Life Insurance Programs. In the event of death, the beneficiary of the NEO would receive payments pursuant to the Leadership Life and Executive Life Programs in the form of death benefits. In the event of disability, the NEO would receive one year of continued Leadership Life Program premiums. 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. 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.

  117. 2024 Non-Qualified Deferred Compensation Table

    | 60 | ENACT |

  118. 2024 Potential Payments upon Termination or Change of Control

    2024 Potential Payments upon Termination or Change of Control The following table summarizes the payments and benefits that would have been payable to the NEOs in the event of an applicable termination as of December 31, 2024, with equity awards valued based on the closing price of our common stock on December 31, 2024 of $32.38.

  119. 2024 Potential Payments upon Termination or Change of Control

    | | Mr. Gupta | Mr. Mitchell | Mr. Stolove | Mr. Derstine | Mr. Gould | | Involuntary Termination of Employment (Without a Change of Control) | | | | | | | Cash Severance(1) | $5,500,000 | $1,050,000 | $788,000 | $744,000 | $543,000 | | Pro-Rated Annual Incentive(2) | 2,800,000 | 788,000 | 507,000 | 510,000 | 308,000 | | Payments Related to Health Benefits(3) | 32,985 | 32,786 | 24,358 | 32,786 | 32,573 | | Long-Term Equity Vesting(4) | 15,415,233 | 3,322,231 | 1,502,831 | 1,322,874 | 1,224,126 | | SERP Vesting(5) | 641,569 | — | — | — | — | | Total | 24,389,787 | 5,193,017 | 2,822,189 | 2,609,660 | 2,107,699 | | Involuntary Termination of Employment (Following a Change of Control) | | | | | | | Cash Severance(6) | $6,875,000 | $2,100,000 | $1,576,000 | $1,488,000 | $1,086,000 | | Pro-Rated Annual Incentive(7) | 2,800,000 | 788,000 | 507,000 | 510,000 | 308,000 | | Payments Related to Health Benefits(8) | 49,477 | 49,178 | 36,537 | 49,178 | 48,859 | | Long-Term Equity Vesting(9) | 17,609,464 | 3,943,021 | 1,761,645 | 1,575,697 | 1,433,495 | | SERP Vesting(5) | 641,569 | — | — | — | — | | Continued Life Insurance(10) | 12,079 | 9,260 | 11,986 | 8,821 | 8,068 | | Total | 27,987,589 | 6,889,459 | 3,893,168 | 3,631,696 | 2,884,422 | | Death | | | | | | | Pro-Rated Annual Incentive(2) | 2,800,000 | 788,000 | 507,000 | 510,000 | 308,000 | | Long-Term Equity Vesting(9) | 17,609,464 | 3,943,021 | 1,761,645 | 1,575,697 | 1,433,495 | | SERP Vesting(5) | 641,569 | - | - | - | - | | Leadership Life Program(11) | 2,000,000 | 2,000,000 | 1,487,500 | 1,162,500 | 1,085,000 | | Executive Life Program(12) | 1,716,738 | — | — | — | — | | Total | 24,767,771 | 6,731,021 | 3,756,145 | 3,248,197 | 2,826,495 | | Disability | | | | | | | Pro-Rated Annual Incentive(2) | 2,800,000 | 788,000 | 507,000 | 510,000 | 308,000 | | Long-Term Equity Vesting(9) | 17,609,464 | 3,943,021 | 1,761,645 | 1,575,697 | 1,433,495 | | SERP Vesting(5) | 641,569 | - | - | - | - | | Leadership Life Program(13) | 4,325 | 6,798 | 6,636 | 5,021 | 4,387 | | Total | 21,055,358 | 4,737,819 | 2,275,281 | 2,090,718 | 1,745,882 |

  120. 2024 Potential Payments upon Termination or Change of Control

    (1)Reflects a cash severance in the amount of 2 times the sum of base salary and target annual incentive in the case of Mr. Gupta, and one times base salary and target annual incentive in the case of the other NEOs. (2)Reflects an annual incentive award based on actual performance results through the end of 2024. Annual incentive awards under the Enact Executive Severance Plan are determined based on actual pro rata performance. These amounts are reported as 2024 compensation in the Summary Compensation Table. (3)Represents a lump sum cash payment equal to the COBRA premiums for 12 months of continued health and welfare coverage. (4)Reflects the aggregate value of RSUs (based on the closing price of Enact common stock on December 31, 2024 of $32.38) that would immediately vest as of the executive's termination and reflects the value of PSUs (based on the closing price of Enact common stock on December 31, 2024 of $32.38) at the maximum level of performance for 2022-2024 and 2023-2025 PSUs and target level of performance for 2024-2026 PSUs. (5)Reflects the present value of Mr. Gupta’s accumulated benefits under the SERP, as noted in the 2024 Pension Benefits Table, which would become fully vested. (6)Reflects a lump sum cash severance payment, payable within 60 days of the date of termination in an amount equal to two and one half times the sum of base salary and target annual incentive in the case of Mr. Gupta, and two times the sum of base salary target annual incentive in the case of the other NEOs. (7)Reflects lump sum cash payment of the current-year annual incentive award based on actual performance results through the end of 2024. Annual incentive awards under the Change of Control Severance Plan are determined based on actual pro rata performance, to the extent such performance

  121. 2024 Potential Payments upon Termination or Change of Control

    | 2025 PROXY STATEMENT | 61 |

  122. 2024 Potential Payments upon Termination or Change of Control

    can be reasonably established, or otherwise based on an assumed achievement of all relevant performance goals at “target.” These amounts are reported as 2024 compensation in the Summary Compensation Table. (8)Represents a lump sum cash payment equal to the Corporation’s cost of 18 months of continued health coverage. (9)Reflects the aggregate value of RSUs (based on the closing price of Enact common stock on December 31, 2024 of $32.38) that would immediately vest as of the executive's termination and the aggregate value of 2022-2024 PSUs (based on the closing price of Enact common stock on December 31, 2024 of $32.38) that would vest based on actual performance through the end of the performance period, and a payout of 2023-2025 PSUs at max level of performance and 2024-2026 PSUs based on a target level of performance, prorated to the nearest half-month to reflect the portion of the performance period that had elapsed prior to the date of termination. (10)Reflects the estimated value of premium payments for 18 months of continued coverage under Genworth’s Leadership Life for all NEOs and Executive Life Programs for Mr. Gupta only. (11)Represents death benefits payable to the NEO’s beneficiary in the event of death (12)Pursuant to the terms of Genworth’s Executive Life Program, the amount disclosed represents the value of the $1 million payment plus a gross-up on federal and state income taxes related to such payment, that the Corporation would pay to Mr. Gupta’s beneficiary. Mr. Gupta is the only executive eligible for this program. (13)Represents the value of one year of continued premium payments in the event of total disability 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. As of December 31, 2024, our total number of employees was 421. To determine our median employee, we used 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 for 2024, 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 2024 was $182,676. The annual total compensation of our CEO for 2024, as shown in the Summary Compensation Table, was $9,960,723. Accordingly, the ratio of CEO pay to median employee pay was 55:1. 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.

  123. 2024 Potential Payments upon Termination or Change of Control

    | 62 | ENACT |

  124. 2024 Potential Payments upon Termination or Change of Control

    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.

  125. 2024 Potential Payments upon Termination or Change of Control

    | 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) | | | | 2024 | $9,960,723 | $19,048,294 | $1,793,074 | $2,939,328 | $190.95 | $154.79 | $688,068 | $37.46 | | 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 |

  126. 2024 Potential Payments upon Termination or Change of Control

    (1)Our PEO in 2021 through 2024 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 2024 total compensation as reported in the SCT and the average of the total compensation for our non-PEO NEOs for 2024 as reported in the SCT to determine the 2024 compensation actually paid to the PEO and the 2024 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.

  127. 2024 Potential Payments upon Termination or Change of Control

    | Adjustments(b) | PEO(a) | Average for Non-PEO NEOs | | | 2024 | 2024 | | SCT Total | $9,960,723 | $1,793,074 | | Less, Amounts Reported in the “Stock Awards” Column in the SCT | -$5,857,813 | -$646,823 | | Plus, the Year End Fair Value of Awards Granted during the Year that Remained Unvested as of Year End | $8,022,339 | $862,720 | | Plus, the Change in Fair Value from Prior Year End to 2024 Year End for Awards Granted in Prior Years that were Outstanding and Unvested as of 2024 Year End | $4,846,425 | $592,739 | | Plus, the Change in Fair Value from Prior Year End to Vesting Date for Awards Granted in Prior Years that Vested During the Year | $836,817 | $176,950 | | Plus, Dividends or Other Earnings Paid during the 2024 Fiscal Year that are Not Otherwise Included in Total Compensation | $1,239,803 | $160,668 | | Total Equity Award Adjustments | $9,087,571 | $1,146,254 | | Compensation Actually Paid | $19,048,294 | $2,939,328 |

  128. 2024 Potential Payments upon Termination or Change of Control

    (3)The non-PEO NEOs included for 2021 through 2024 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, 2024. (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.

  129. 2024 Potential Payments upon Termination or Change of Control

    | 2025 PROXY STATEMENT | 63 |

  130. 2024 Potential Payments upon Termination or Change of Control

    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.

  131. Compensation Actually Paid versus Total Shareholder Return

    Compensation Actually Paid versus Total Shareholder Return

  132. Compensation Actually Paid versus Total Shareholder Return

    | | PEO CAP | | Average Non-PEO NEO CAP | | Peer TSR | | Enact TSR |

  133. Compensation Actually Paid versus Net Income

    Compensation Actually Paid versus Net Income

  134. Compensation Actually Paid versus Net Income

    | | PEO CAP | | Average Non-PEO NEO CAP | | Net Income |

  135. Compensation Actually Paid versus Net Income

    | 64 | ENACT |

  136. Compensation Actually Paid versus Book Value Per Share

    Compensation Actually Paid versus Book Value Per Share

  137. Compensation Actually Paid versus Book Value Per Share

    | | PEO CAP | | Average Non-PEO NEO CAP | | Book Value Per Share |

  138. Compensation Actually Paid versus Book Value Per Share

    Our Most Important Financial Performance Measures For 2024, the following are the most important financial performance measures, as determined by the Corporation, that link compensation actually paid to our NEOs to the Corporation’s performance. 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 section. •Book Value per Share •Adjusted Operating Income •Adjusted Return on Equity

  139. Compensation Actually Paid versus Book Value Per Share

    | 2025 PROXY STATEMENT | 65 |

  140. Compensation Actually Paid versus Book Value Per Share

    Audit Matters

  141. Compensation Actually Paid versus Book Value Per Share

    | 3 | Ratification of Selection of Independent Registered Public Accounting Firm | | The Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of the independent registered public accounting firm retained to audit our consolidated financial statements and to attest to the effectiveness of our internal control over financial reporting. The Audit Committee has selected KPMG LLP (“KPMG”) as our independent registered public accounting firm for 2025. KPMG has served as our independent auditor in connection with and since our initial public offering in 2021. KPMG has also provided statutory audit services to our subsidiaries since 1989. KPMG is a registered public accounting firm with the Public Company Accounting Oversight Board (“PCAOB”), as required by the Sarbanes-Oxley Act of 2002 and the rules of the PCAOB. The Audit Committee recognizes the importance of maintaining the independence of the Corporation’s independent auditor, both in fact and appearance. In order to provide for continued auditor independence, the Audit Committee periodically considers whether there should be a rotation of the independent auditor. The Audit Committee has not adopted restrictions incremental to regulatory requirements, and Corporation management will notify KPMG prior to engaging in conversations, for the potential hiring of a KPMG partner, director, manager, staff, advising member of the department of professional practice, reviewing actuary, reviewing tax professional, persons having responsibility for providing audit assurance on any aspect of their certification of the Corporation’s financial statements, and persons with a potential conflict of interest or independence considerations with KPMG. KPMG undertakes a process to review the hiring of any individual by the Corporation who was previously employed by KPMG. The lead KPMG partner assigned to our audit will be rotated at least every five years. The Audit Committee and its chairperson are directly involved in the selection of the new lead partner. Annually, the Audit Committee evaluates the qualifications, performance, and independence of the Corporation’s independent auditor and determines whether to re-engage the current independent auditor for the following year. In doing so, the Audit Committee considers, among other things: (i) external data relating to audit quality and performance, including recent PCAOB reports on KPMG and its peer firms; (ii) KPMG’s tenure as our independent auditor and its familiarity with our operations and businesses, accounting policies and practices, and internal control over financial reporting; (iii) the quality and efficiency of the services provided by the auditors, the auditors’ capabilities and technical expertise; and (iv) KPMG’s independence. Based on this evaluation, the members of the Audit Committee and our Board of Directors believe that the continued retention of KPMG is in the best interests of the Corporation and our stockholders. KPMG representatives are expected to attend the 2025 Annual Meeting. They will have an opportunity to make a statement if they desire to do so and will be available to respond to appropriate stockholder questions. We are asking our stockholders to ratify the selection of KPMG as our independent registered public accounting firm. Although ratification is not required by our certificate of incorporation or Bylaws or otherwise, the Board is submitting the selection of KPMG to our stockholders for ratification as a matter of good corporate practice. If the selection is not ratified, the Audit Committee will consider whether it is appropriate to select another registered public accounting firm, subject to consent of Genworth under the Master Agreement. Even if the selection is ratified, the Audit Committee in its discretion may select a different registered public accounting firm at any time during the year, subject to consent by Genworth under the Master Agreement, if it determines that such a change would be in the best interests of the Corporation and our stockholders. | | | | The Board of Directors recommends that stockholders vote FOR the ratification of the selection of KPMG LLP as our independent registered public accounting firm for the year 2025. |

  142. Compensation Actually Paid versus Book Value Per Share

    | 66 | ENACT |