Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 10, 2012, the Board of Directors of Genworth Financial, Inc. (the
"Company") appointed Thomas J. McInerney as the President and Chief Executive
Officer of the Company, effective as of January 1, 2013. The Board is also
increasing the size of the Board to nine directors as of January 1, 2013 and has
elected Mr. McInerney to fill the vacancy created as of such date.
Mr. McInerney, 56, joins Genworth from The Boston Consulting Group, where he has
served as Senior Advisor since June 2011, providing consulting and advisory
services to leading insurance and financial services companies in the United
States and Canada. Prior to that, Mr. McInerney spent 30 years working with ING
Groep NV and Aetna Inc. From October 2009 to December 2010, Mr. McInerney was a
member of ING Groep's Management Board for Insurance, where he was the Chief
Operating Officer for ING's insurance and investment management businesses
worldwide. From April 2006 to October 2009, he was the Chairman and Chief
Executive Officer of ING Americas and a member of ING Groep's Executive Board,
where he led ING's pension, retirement services, insurance and investment
management businesses in the United States, Canada and seven countries in Latin
America. From October 2001 to April 2006, he was the Chief Executive Officer of
ING U.S. Financial Services, where he was the head of ING's insurance,
retirement services and mutual funds business in the United States, and from
December 2000 to October 2001, he was Chief Executive Officer of ING U.S.
Worksite Financial Services, which focused on ING's employer-sponsored services.
In 2000, ING Groep acquired Aetna Financial Services, for which Mr. McInerney
served as President from August 1997 to December 2000. Prior to that, he served
in many leadership positions with Aetna, including Senior Vice President for
Sales and National Accounts for Aetna U.S. Healthcare from April 1996 to August
1997 and Vice President of Strategy for Aetna Inc. from July 1995 to April 1996.
Mr. McInerney began his career as an insurance underwriter with Aetna Casualty
and Surety in June 1978. For many years, he has been active with the American
Council of Life Insurers and the Financial Services Roundtable, serving on each
association's board and Chief Executive Officer Committee. Mr. McInerney
received his B.A. in Economics from Colgate University and a M.B.A. from the
Tuck School of Business at Dartmouth College.
The Company's Board of Directors concluded that Mr. McInerney should be
appointed to the Board as a result of his role as President and Chief Executive
Officer of the Company as well as his 30 years of experience serving in
significant leadership positions with Aetna Inc. and ING Groep NV and his
extensive knowledge of the insurance and financial services industries in which
the Company operates.
Mr. McInerney will receive an annual base salary of $1,000,000 and the ability
to earn an annual performance-based cash incentive award at a target of 200% of
his base salary. In addition, Mr. McInerney will receive 1,000,000 stock
appreciation rights (SARs) and 100,000 restricted stock units (RSUs) under the
Genworth Financial, Inc. 2012 Omnibus Incentive Plan, to be granted on the first
business day following his date of hire. The SARs will cliff vest on the third
anniversary of the grant date, with an opportunity for accelerated vesting on or
after the one-year anniversary of the grant date, based on the achievement of
certain stock price hurdles to be determined by the grant date. The RSUs will
vest in one-third tranches on each of the first three anniversaries of the grant
date. Mr. McInerney will be a Tier I participant in the Company's 2012 Key
Employee Severance Plan and the Company's 2011 Change of Control Plan.
Mr. McInerney will also participate in the same benefit programs, as amended
from time to time, as the Company's other executive officers. Mr. McInerney will
not receive any compensation for serving on the Company's Board of Directors.
James S. Riepe will continue to serve as the Company's Non-Executive Chairman of
the Board.
Martin P. Klein will continue to serve as the Company's Senior Vice President -
Chief Financial Officer but will no longer serve as the Company's Acting
President or Acting Chief Executive Officer as of January 1, 2013.
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