2022 Proxy Statement (PDF 11.59 MB)

Our Promise

We apply our nearly 150 years of experience each day in helping customers navigate caregiving options and prepare for the challenges that come as we age. We're here to be a trusted ally for everybody who needs care as they age and anybody who loves them.

Our Strength is Our People

We understand the issues you face because we face them too. We're all someone's son or daughter, mother or father, neighbor or friend. We share the same challenges of aging and caregiving for people we love. We understand how important these issues are and how much they matter, and that's why we come to work every day. That's why we're committed to a work environment that fosters inclusion, community involvement, learning, and well-being.

What We Stand For

We are committed to helping families become more financially secure, self-reliant, and prepared for the future. Furthermore, we believe aging isn't something to be endured; it's something to be embraced.

Whether it's pioneering long-term care insurance over 40 years ago or leading the conversation about how issues of aging affect all of us, you can count on us to be at the forefront of the industry.

April 6, 2022

Dear Stockholder,

Melina Higgins

Non-Executive Chair of the Board

Dear Stockholder,

You are invited to attend the 2022 Annual Meeting of Stockholders of Genworth Financial, Inc. (the 2022 Annual Meeting) to be held at 9 a.m. ET on May 19, 2022.

The Annual Meeting will include a report on our business operations, discussion, and voting on the matters set forth in the accompanying Notice of 2022 Annual Meeting of Stockholders and Proxy Statement, and discussion and voting on any other business matters properly brought before the meeting.

The Board of Directors has elected to hold a virtual-only Annual Meeting to facilitate stockholder attendance by enabling stockholders to participate from any location and at no cost. The virtual meeting will provide similar opportunities for participation as if the meeting were held in person. We are pleased that the virtual format of our last two annual meetings has allowed for increased stockholder engagement in this important process. You will be able to attend the meeting online, vote your shares electronically, and submit questions before or during the meeting viawww.virtualshareholdermeeting.com/GNW2022.

Whether or not you plan to attend the 2022 Annual Meeting, you can ensure your shares are represented at the meeting by promptly submitting your proxy by telephone, by Internet or by completing, signing, dating, and returning your WHITE proxy card.

Strong Strategic Progress in 2021

As the Non-Executive Chair of Genworth's Board of Directors, I am proud of the significant progress made in 2021 to strengthen and reposition our business for the long-term, thanks to the dedication of our committed and engaged Directors, management team and workforce. Their focus and execution through uncertainty, created by both the ongoing pandemic and the termination of our merger agreement with China Oceanwide in April 2021, ensured that we entered 2022 in a much stronger position.

As we embarked on a new strategy to create stockholder value in 2021, we achieved several significant milestones, including the completion of the partial IPO of Enact Holdings, Inc. (Enact), the paydown of over $2.1 billion of holding company debt, and significant upgrades to Genworth's and Enact's credit ratings. The Board conducted a robust process that considered several different options to satisfy our objective of protecting and unlocking Enact's value. Following a thorough review, we determined that the partial IPO best enabled us to maximize value for Genworth stockholders over the long-term.

We continue to maintain our strong commitment to Genworth's nearly 2.9 million policyholders and their families who depend on us through these challenging times by paying over $25 billion in benefits through 2021.

Furthering our commitment to corporate governanceIn addition to strengthening our financial position, we have furthered our commitment to strong corporate governance. Over the last two years, we have refreshed Genworth's Board with the addition of five new independent directors who bring excellent credentials and diverse perspectives. The new directors are already bringing their many talents to bear to help guide Genworth forward. We have also maintained separate Chair and CEO positions, which is consistent with best practices to ensure balance between management execution and board oversight.

Regarding our Directors, Debra Perry has informed us that she does not intend to stand for re-election at this year's Annual Meeting. I would like to thank Debra for her service to Genworth and its stockholders over the past six years. Debra served during an especially critical time for Genworth, and her guidance as Risk Committee chair and broader financial perspectives were invaluable to our success in navigating that period. I would also like to welcome Elaine Sarsynski, who was elected to the Genworth Board of Directors on March 23. Her extensive experience in the insurance industry and as a global financial services executive will be a great asset to the Board, and I am confident that her contributions will support the company's continued progress in improving stockholder value. Additionally, Genworth published its first Sustainability Report in 2021, demonstrating the Board's focus on this important topic. We have worked to build and advance our sustainability platform and have engaged with relevant stakeholders, including investors, employees, policymakers, and consumers. To assess our own impact, we look to the United Nation's Sustainable Development Goals, which provide a global framework for achieving a better and more sustainable future for all.

Optimism for the future

As we move through 2022, we are committed to building on the strong foundation we have established as we help more families understand, prepare for, and solve the challenges of aging. On behalf of the Board of Directors, I am proud of the significant progress we have made and look forward to achieving new milestones in the years to come.

Cordially,

Non-Executive Chair of the Board

April 6, 2022

Dear Stockholder,

Tom McInerney

President, CEO and Director

Dear Stockholder, 2021 was a transformational year for Genworth that resulted in a significantly strengthened financial position and new strategic direction. I am proud of our consistently strong operating performance and strategic progress during the year and believe we are well positioned as we move forward with plans to unlock stockholder value. Genworth delivered outstanding financial results in 2021, including U.S. GAAP net income for the full year of $904 million and adjusted operating income of $765 million. Enact had a record year and contributed $520 million in adjusted operating earnings to Genworth. The U.S. Life and Run-Off segments delivered combined adjusted operating earnings of $321 million, led by strength in Long-Term Care Insurance (LTC). We also ended the year with much stronger capital and liquidity positions.

Successfully executed against strategic prioritiesWe made incredible progress against our strategic priorities in 2021. Achieving milestones such as the completion of the partial IPO of Enact in September, the retirement of over $2.1 billion in holding company debt, and substantial risk reduction in our legacy LTC blocks helped to create the financial flexibility needed to consider options for stockholder capital return.

The Enact IPO drove important benefits for both Genworth and Enact, generating cash proceeds for Genworth to reduce holding company debt, establishing Enact as a standalone company with a new Board of Directors and direct access to equity capital markets, and ultimately driving substantial improvements in credit ratings for both companies. Looking ahead, future cash flows from Genworth's 81.6% retained interest in Enact will enable further de-levering and could allow for the retuof capital to Genworth stockholders. Through our multi-year LTC rate action plan, or MYRAP, we delivered a new record for approved LTC rate increases of $403 million in 2021, from 45 states on 173 separate premium rate filings. LTC premium increases and benefit reductions achieved since 2012 have improved the legacy LTC portfolio by $19.6 billion on a net present value basis. Given this outstanding progress, I am more confident than ever that we can stabilize the legacy business, enabling Genworth to meet our obligations to policyholders while advancing our plans for future growth and value creation for our stockholders.

Genworth Financial, Inc.

Returning capital to stockholders remains a top priority. With $1.2 billion of holding company debt outstanding at the end of 2021, we are very close to achieving our debt target of approximately $1 billion, which will create flexibility for Genworth to consider paying dividends or repurchasing shares as part of a balanced capital allocation framework.

I look forward to providing updates as we approach this important milestone in 2022.

Our next chapter

After emerging from a period of uncertainty and overseeing a dramatic recovery in Genworth's financial condition, we are ready to write the company's next chapter. We will leverage Genworth's 40-plus years of experience and expertise in LTC to help solve the critical societal issue of ensuring access to affordable quality care for Americans as they age. To this end, we have launched a new business, Global Care Solutions, that will encompass several new ventures including fee-based advice and services as well as new insurance products to help customers navigate caregiving options, protect and grow their retirement income, and prepare for the challenges that come with aging.

Our unique insights and ability to apply what we have learned, combined with the expertise and investment of third-party partners, have the potential to bring innovative, profitable, and much-needed solutions to consumers. I am confident we have the right team, strategy and experience, including an engaged Board with diverse perspectives, to capitalize on the significant growth opportunities we see ahead. We have important work to do, and it's my personal mission to steer Genworth into this new phase for our stockholders, customers, and colleagues.

I look forward to updating you as we continue this journey. As always, thank you for your investment and support.

Cordially,

Thomas J. McInerney

Date and TimeThursday,

May 19, 2022, at 9:00 a.m. ET

Meeting Accesswww.virtualshareholdermeeting.com/GNW2022 Using your 16-digit control number included on your WHITE proxy card or noticeWho Can VoteStockholders of record at the close of business on March 21, 2022

How to VoteVoting Items

Proposals

• 1.Election of Nine Directors

• 2.Advisory Vote to Approve Named Executive Officer Compensation

• 3.Ratification of the Selection of KPMG LLP as the Independent Registered Public Accounting Firm for 2022

Board Vote Recommendation

FOReach of the

Board's nominees

FOR

FOR

For Further Details

Page 14

Page 40

Page 79

Stockholders will also discuss and vote on such other business as may properly come before the 2022 Annual Meeting of Stockholders (the "2022 Annual Meeting") or any adjournment thereof.

In accordance with the U.S. Securities and Exchange Commission rule, we are furnishing this Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2021 ("2021 Annual Report") to many of our stockholders solely over the Internet. We believe that posting these materials on the Internet enables us to provide stockholders with the information that they need more quickly. In addition, it lowers our costs of printing and delivering these materials, and reduces the environmental impact of our 2022 Annual Meeting. The Notice of Internet Availability of Proxy Materials sent to many of our stockholders explains how to access the proxy materials online, vote online and obtain a paper copy of our proxy materials.

On February 2, 2022, Mr. Scott Klarquist provided notice to the company of his intent to nominate himself as a candidate for election to the company's Board of Directors at the 2022 Annual Meeting. You may receive proxy solicitation materials from Mr. Klarquist. We are not responsible for the accuracy of any information contained in any solicitation materials filed or disseminated by, or on behalf of, Mr. Klarquist or any other statements that he may otherwise make.

The Board of Directors unanimously recommends that you vote FOR each of the Board's director nominees to be elected and vote in accordance with the Board's recommendations on each other proposal before the 2022 Annual Meeting, as described in the Proxy Statement and the WHITE proxy card.

We urge stockholders to participate in the 2022 Annual Meeting. Stockholders may vote by telephone, through the Internet or by mailing your completed and signed WHITE proxy card (or voting instruction form, if you hold your shares through a broker, bank or other nominee). Each share of Class A Common Stock issued and outstanding as of the record date is entitled to one vote on each matter to be voted upon at our 2022 Annual Meeting. Your vote is important and we urge you to vote.

This Notice, the Proxy Statement and WHITE proxy card are first being made available or mailed to stockholders on or about April 6, 2022.

Cordially,

Michael J. McCulloughCorporate Secretary

Important Notice Regarding the Availability of Proxy Materials for the 2022 Annual Meeting of Stockholders to be Held on May 19, 2022Genworth's Notice of 2022 Annual Meeting of Stockholders, Proxy Statement and 2021 Annual Report are Available, Free of Charge, at:www.proxyvote.com

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Genworth Financial Inc. published this content on 06 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 April 2022 20:08:45 UTC.