Proxy Statement (Form DEF 14A)
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement | ||||
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||||
| ☒ | Definitive Proxy Statement | ||||
| ☐ | Definitive Additional Materials | ||||
| ☐ | Soliciting Material under § 240.14a-12 | ||||
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. | ||||
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☐
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Fee paid previously with preliminary materials. | ||||
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 | ||||
| Who We Are | What We Do | Why We Do It | ||||||||||||
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Enact, through its subsidiaries, is a leading
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Building on a deep understanding of lenders' businesses and a legacy of financial strength, we partner with lenders to bring best-in-class service, leading underwriting expertise, and extensive risk and capital management to the mortgage process, helping to put more people in homes and keep them there. We operate in all 50 states and the
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At Enact, we live our values of Excellence, Improvement, and Connection in all that we do. Our mission to help people get into and stay in their homes has a positive impact on our world and inspires us to go the extra mile. We look at the bigger picture, always considering our customers' processes and their borrowers' experience. By empowering customers and their borrowers, we seek to positively impact the lives of those in the communities in which we serve in a sustainable way.
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Letter from Dom and Rohit
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"As we move forward, we will continue to be prepared for a variety of economic scenarios and to execute diligently against our plans to further build a resilient portfolio, strengthen our financial position, and maximize long-term shareholder value."
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Dear fellow Stockholder,
We are pleased to invite you to the 2025 Annual Meeting of Stockholders of Enact to be held virtually at
The Annual Meeting will include voting on the matters set forth in the accompanying Notice of 2025 Annual Meeting of Stockholders and Proxy Statement, and discussion and/or voting on any other business matters properly brought before the meeting.
Whether or not you plan to attend the 2025 Annual Meeting of Stockholders, you can ensure that your shares are represented at the meeting by promptly submitting your proxy by telephone, Internet or by completing, signing, dating, and returning your proxy card.
Our financial results:
Over the course of 2024, Enact generated strong financial performance, reaching record net income of
The operating environment, and
Advanced our capabilities and invested in the future:
Among Enact's strategic priorities is to advance its core business while leveraging our expertise and competencies to extend into attractive adjacencies. In 2023, we expanded our franchise into the reinsurance space with the launch of Enact Re, and that investment continued to yield results throughout 2024. Enact Re has maintained strong underwriting standards and is generating strong risk-adjusted returns.
Enhancing Enact's industry-leading capabilities remains at the forefront in 2025, as we continue to pursue growth, maximize efficiency, and provide best-in-class customer service, all of which contribute to increasing shareholder value.
Thank you to Enact employees:
Our success in 2024 would not have been possible without the talented and dedicated team at Enact and we appreciate the work they do every day.
As we look to 2025, we are excited for the opportunities ahead as we execute on our strategic priorities to: drive profitable growth and purposefully invest to differentiate Enact, maximize value and efficiency in our operations, maintain strong capital levels and financial flexibility, and provide an exceptional employee experience.
We look forward to keeping you updated on our progress and thank you for your investment in and continued support of Enact.
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2025PROXY STATEMENT
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Notice of 2025 Annual Meeting
of Stockholders
of Stockholders
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Voting Items
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Logistics
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| Proposals |
Board Vote Recommendation
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For Further Details
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Date and Time
at
Location
www.virtualshareholder meeting.com/ACT2025
Who Can Vote?
Stockholders of record at
the close of business on
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Election of Eleven Director Nominees Named in this Proxy Statement
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FOR ALL
nominees
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Page 15
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Advisory Vote to Approve Named Executive Officer Compensation
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Page 40
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| 3 | Ratification of Selection of Independent Registered Public Accounting Firm for 2025 | FOR |
Page 66
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In addition, stockholders will discuss and vote on such other business as may properly be presented at the 2025 Annual Meeting of Stockholders or any adjournment or postponement thereof.
In accordance with the
We encourage your participation in the 2025 Annual Meeting of Stockholders. You may vote by telephone, through the Internet, or by mailing your completed and signed proxy card (or voting instruction form, if you hold your shares through a broker, bank, or other nominee). Each share of common stock issued and outstanding as of the record date is entitled to one vote on each matter to be voted upon at our 2025 Annual Meeting of Stockholders. Your vote is important, and we encourage you to vote.
This Notice, the Proxy Statement, our 2024 Annual Report, and proxy card are first being made available or mailed to stockholders on or about
Cordially,
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How to Vote
Internet
Telephone
1-800-579-1639
E-mail
Mail
You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
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Important Notice Regarding the Availability of Proxy Materials for the 2025 Annual Meeting of Stockholders to be Held on
Enact's Notice of 2025 Annual Meeting of Stockholders, Proxy Statement, and 2024 Annual Report are Available, Free of Charge, at:www.proxyvote.com.
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ENACT | ||||
Table of Contents
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Certain statements in this proxy statement, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may appear throughout this report. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements, including the risks and uncertainties set forth in our 2024 Annual Report for the year ended
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2025PROXY STATEMENT
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Enact Business Overview
Our strategic priorities are to 1) drive profitable growth in mortgage insurance ("MI") market; 2) transform MI business to maximize value & efficiency; 3) grow shareholder value by capitalizing on our core assets and skillsets; and 4) drive an exceptional employee experience.
While higher interest rates, low housing supply, and affordability continued to impact our business and financial results, we successfully executed in 2024 on our strategic priorities as follows:
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Drive Profitable Growth In MI Market
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•Enact helped nearly 140,000 households achieve homeownership and over 14,000 households stay in their homes during 2024
•Served over 1,600 active customers including all of the top 50 mortgage originators that use private mortgage insurance
•Insurance-in-force rose to a record
•Executed on our commitment to build our book with high-quality and prudently priced business, and did so with 2024 new business pricing yielding attractive returns
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| Transform MI Business to Maximize Value & Efficiency |
•Continued focus on cost discipline as full-year 2024 operating expenses were down 2% year-over-year to
•Invested to drive efficiencies and enhance decision-making including improved underwriting efficiency and deepened understanding of layered risks
•Achieved record underwriting productivity while maintaining outstanding levels of quality control
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| Grow Shareholder Value by Capitalizing On Our Core Assets and Skillsets |
•Delivered a Retuon Equity of 14%
•Returned over
•Continued to execute against our share repurchase program, completing our existing
•Capital and liquidity positions remained strong with low financial leverage; and maintained robust PMIERs sufficiency of
•Expanded platform in 2024 to pursue opportunities in adjacent markets, including the growth of Enact Re which participated in all of the GSE Credit Risk Transfer transactions that came to market
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| Drive an Exceptional Employee Experience |
•Recognized by numerous publications and won 5 external awards for being a "Best Place to Work", for achievements in sustainability, overall company excellence, and for providing a superior customer experience through our ActionCenter®
•Scored in the 94th percentile in the Gallup Overall Employee Engagement Index as compared to all companies in Gallup's database
•Contributed over 3,400 volunteer hours to over 80 nonprofit organizations, including over 1,000 during our annual Month of Service
•Donated
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ENACT | ||||
ENACT BUSINESS OVERVIEW
Our Ongoing Commitment to Sustainability
At Enact, our vision for sustainability remains closely aligned with our mission-to help more people responsibly achieve the dream of homeownership. Higher interest rates in recent years have made this mission even more vital, as affordability becomes an issue for more families who lack the traditional 20% down payment. We are steadfast in our belief, that by providing responsibly underwritten mortgage insurance to leading mortgage providers, along with world-class customer service and innovative new products, we are able to have a positive impact on the housing market and on the communities we serve.
Below please find a high-level summary of our sustainability priorities based on our most recent materiality assessment. You can find more information in our 2024 Sustainability Report. Our 2024 Sustainability Report includes disclosures in accordance with the Task Force on Climate-related Financial Disclosures (TCFD) and the United Nations (U.N .) Sustainable Development Goals (SDGs) frameworks. The inclusion of information in our Sustainability Report, or identifying it as material for purposes of such report or assessing our sustainability initiatives, should not be construed as a characterization of the materiality or financial impact of that information with respect to us or for purposes of any of our SEC filings.
Our sustainability priorities are organized into three "pillars", focusing on the areas most germane to our business.
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Strengthening Our Communities
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We remain deeply engaged with the communities we serve by enabling more families to responsibly achieve the dream of home ownership and to create wealth, while also delivering on our commitment to employee volunteerism, philanthropy, and corporate responsibility.
Enabling More Families to Responsibly Achieve the Dream of Homeownership
Our purpose inspires us to create products that allow our customers (mortgage lenders) to provide mortgages to many Americans who have traditionally not been able to enjoy the benefits of homeownership. In 2024, Enact helped nearly 140,000 households achieve financially sustainable homeownership with mortgage insurance. Increased homeownership leads to more stable communities and allows families to get on the path to wealth creation much sooner than they otherwise would. We believe there are many people who, while able to reliably make mortgage payments, lack the necessary 20% down payment and the necessary credit history to purchase homes. Our products aim to fulfill these needs.
We also continue to innovate to support responsible homeownership. In 2022, we introduced our award-winning nontraditional credit product designed to help consumers without a sufficient credit history who therefore lack a valid credit score that could be used to underwrite a mortgage. Our model allows us to price our products more appropriately for these consumers and to expand our guidelines, enhancing affordability. In 2023, the impact of this breakthrough product was amplified when a similar structure was adopted by Fannie Mae and Freddie Mac, the government-sponsored entities that underlie and support the U.S. housing market.
We were the first mortgage insurer to partner with the LGBTQ+ Real Estate Alliance (the"Alliance"), with a goal of continuing to leaabout the challenges the LGBTQ+ community faces in housing, providing mortgage lenders with education, and serving as a resource for the Alliance in their mission.
To assist first-time homebuyers, we provided both our customers (mortgage lenders) and borrowers (consumers) with tools, benefits, and educational resources to support responsible homeownership. These include partnerships to provide low- or no-cost homebuyer education and customized training for our mortgage servicers. In 2024, we also reached out to more than 14,000 homeowners who were having trouble staying current on their mortgage and put them in touch with their mortgage servicers to help facilitate a solution, such as forbearance, payment deferrals, and loan modifications, that permitted the borrower to stay in their home and become current on their mortgage.
Volunteerism
Employee volunteerism is deeply embedded in our corporate culture. We provide every employee with 40 hours annually of paid time off to volunteer with organizations of their choice. We also organize group activities through our ImpACT Council , an employee-led group that coordinates and brings attention to volunteer projects throughout the communities we serve. In 2024, 61% of our employees logged volunteer time, contributing over 3,400 hours of their time to the community. We completed projects like sorting food at the Central & EasteNorth Carolina Food Bank , packaging meals through Rise Against Hunger , raising funds through hosting a 5K run for Note in the Pocket along with sorting clothing, building houses with Habitat for Humanity , providing home-warming gifts for CASA, and fulfilling our Adopt-a-Shoreline commitment at Jordan and Shelley Lake . Enact's impact goes beyond just these events - employees across the U.S. are
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2025PROXY STATEMENT
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ENACT BUSINESS OVERVIEW
taking the initiative and giving back in their local communities. In 2024, Enact supported Hurricane relief efforts in a variety of ways, including donations by the Enact Foundation and employees totaling $15,000 . Several associates also used their volunteer time off to drive to westeNorth Carolina to bring supplies and assist in the recovery efforts after the devastation caused by Hurricane Helene.
Enact is proud to have employees who embody our spirit of service. In addition, since its founding in 2022, the Enact Foundation has distributed over $750,000 in annual grants to support nonprofit organizations that work to build better communities where our employees live and work.
Managing Our Carbon Footprint Responsibly
Our headquarters building is Gold LEED certified, and we have taken steps to lower our electricity use by shifting to efficient LED lighting, motion sensors for lighting, and other measures. We encourage electric vehicle usage by providing charging stations on our parking deck, and our heating is provided by electric strips to avoid the use of natural gas. Further, we utilize a Building Management System (BMS) to optimize our HVAC system and reduce our CO2 output.
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Supporting Our People
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Enact believes that to properly serve our customers and their borrowers, our teams should understand the communities we serve. We also believe that, to do their best work, our employees need to have the ability to be themselves at work, and to have the opportunity to leafrom others with varied backgrounds. We encourage and incorporate varied perspectives at every level of the organization in a supportive and inclusive environment to create innovative products and services that are responsive to the varying needs of our customers and prospective homeowners.
While Enact does not have quotas or hiring targets, we recognize the value of diverse perspectives and backgrounds at the employee, executive, and Board levels of our company, while providing employment opportunities and hiring those who are most qualified for the job.
In 2024, our employee-led Inclusion Council , which is open to all employees, continued to coordinate inclusion initiatives across the company. Made up of employees at various levels across the business, the employee led council amplifies programming and raises awareness of issues. The council collaborates with employees throughout the business to celebrate cultures, foster a culture of inclusion and belonging, and advocates for the communities we serve.
Developing the Next Generation of Leaders and Executive Succession
We are committed to the professional development of our employees and are actively building a pipeline of future leaders. We offer a comprehensive suite of learning options, including structured development programs, instructor-led classes, on-demand lessons, mentor and mentee programs, and internal and external workshops. We also have a curriculum dedicated to managers to arm our leaders with the knowledge and tools they need to foster an engaged and productive workforce. We provide tuition reimbursement benefits and student loan repayment options to aid career progression. We also provide the Evolve Program for the development of early career employees and in 2025 we will offer an Executive Development Program at the University of North Carolina Kenan-Flagler Business School for higher-level management candidates.
The Compensation Committee of our Board of Directors annually reviews the executive-level succession candidates and monitors their development, including potential CEO candidates. This exercise also addresses the timing of whether succession candidates are ready for the role now, need additional time and experience, or if there is a short-term succession candidate that can fill the role while the Corporation weighs more permanent options. This discussion is then shared with the Board of Directors for additional feedback concerning succession candidates at the executive level. By identifying high-potential internal talent, we are developing candidates for critical roles and a strong pipeline of leaders for future success and business continuity
As part of our 2025 strategic priorities, Enact is dedicated to driving an exceptional employee experience. It is also part of our mission to help families and our employees become more financially secure, self-reliant, and prepared for the future. We take a holistic approach to human capital management, including attracting and retaining talent with comprehensive benefits and compensation packages, providing professional development and learning opportunities, facilitating access to dedicated resources that foster an inclusive environment, and encouraging a sincere commitment to community service and involvement. About half of our workforce is based in our Raleigh, North Carolina office and the remaining half are in the field, predominantly working in sales and underwriting. None of our employees are subject to collective bargaining agreements.
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ENACT BUSINESS OVERVIEW
Measuring and Valuing Employee Sentiment
Understanding our employees' perspectives about our corporate culture is a critical aspect of our commitment to maintaining an engaging work environment. For the last three years, we have partnered with the leading global analytics firm, Gallup, to measure employee engagement. In 2024, over 91% of Enact employees participated in the survey, and we scored highly (94th percentile compared to all companies in Gallup's database).
Empowering Our Employees
Our employees are our most important resource and our biggest differentiator. Therefore, we do as much as we can to allow and assist them to reach their full potential, including helping them achieve and maintain mental, physical, and financial well-being. Our key areas of focus include:
Our compensation package, including salary, incentive bonus and long-term incentives, aligns employee and stockholder interests, as well as rewards our employees for serving all our current and future stakeholders.
We also offer our employees benefits such as life and health insurance, paid time off, volunteer time off, paid parental leave, childcare subsidies, retirement savings plans, financial planning services, an Employee Assistance Program ("EAP"), and a broad fitness reimbursement program to support physical and mental health.
We celebrate our talent by showcasing employee achievements and expertise in industry publications, at events and conferences, and on social media. In 2024, Enact was recognized on five separate occasions for empowering employees.
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A Focus on Responsible Business Practices
& Sound Corporate Governance
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We focus on underwriting excellence, prudent risk and capital management, data privacy and cybersecurity, and regulatory compliance-all overseen by an experienced and majority-independent Board from varying backgrounds.
Advancement and Oversight of Our Sustainability Strategy
Our sustainability strategy is managed by our cross-functional Sustainability Council , a standing committee consisting of representatives from key functions across the organization, including investor relations, legal, human resources, risk and compliance, finance, IT, Operations, Communications, facilities, and product management. The Sustainability Council collaborates closely with other employee-led groups across Enact. The Board's Nominating and Corporate Governance Committee oversees the Corporation's governance and sustainability initiatives, policies, developments, opportunities, and risks. Our human capital, culture, and inclusion initiatives are overseen by the Board's Compensation Committee, and oversight of our enterprise risk management practices is performed by the Board's Risk Committee, while the Board's Risk and Audit Committees oversee compliance with relevant legal and regulatory requirements. These controls are foundational governance components of our sustainability platform.
See also the "Enact Corporate Governance" section later in this document.
Managing Risk Responsibly
Risk management is at the core of our business, from fine-tuning our risk profile to managing capital risk effectively. The Management Risk Committee ("MRC"), chaired by our Chief Risk Officer , oversees the enterprise risk profile by managing risks taken to achieve business objectives. It supports alignment between risk-taking and strategic objectives, monitors adherence to risk appetite, identifies emerging risks, and guides decision-making to support long-term stability and performance. The Risk Management Team ("RMT"), also led by the Chief Risk Officer, is responsible for day-to-day risk management. To support this effort, the RMT engages several cross-functional forums, including the Governance, Risk, and Compliance Council ("GRC"), which plays a critical role in assessing and maintaining comprehensive risk coverage. Together, the MRC and RMT actively identify and address new or emerging capital and sustainability risks across the business, elevating them to the Executive Leadership Team or Risk Committee of our Board as needed to drive informed decision-making. Individuals from the Risk Function and these Committees quarterly, or more frequently as needed, report to our Board level Risk Committee to provide updates, request insight, and make governance decisions supporting the Risk Function.
In the first quarter of 2024, we completed an excess of loss transaction as part of our Diversified Credit Risk Transfer ("CRT") Program. This transaction provided approximately $270 million of reinsurance coverage on a portion of new insurance written for the 2024 book year. In the second quarter of 2024, we completed an additional excess of loss transaction that provided approximately $90 million of reinsurance coverage on a portion of existing mortgage insurance written from July 1, 2023 through December 31, 2023 . In the fourth quarter of 2024, we entered into two quota share reinsurance agreements covering a portion of 2025 and 2026 new insurance written. In the first quarter of 2025, we entered into two excess of loss reinsurance agreements also covering a portion of 2025 and 2026 new insurance written.
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2025PROXY STATEMENT
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ENACT BUSINESS OVERVIEW
We entered into these agreements with broad panels of highly rated reinsurers, further improving our risk profile and allowing us to confidently pursue high-quality new business.
FocusingonData Privacy and Mitigating Cybersecurity Threats
Enact employs measures designed to prevent, detect, and respond to cybersecurity incidents and technical security vulnerabilities. Our security program is risk-based and leverages industry-standard cybersecurity frameworks designed to safeguard the confidentiality, integrity, and availability of its information resources, including sensitive nonpublic data. Our strategy includes the pursuit of a zero-trust security model, which necessitates rigorous authentication of all identities and devices and mandates encryption of all data in transit across any network, trusted or untrusted. Our risk-based approach is reinforced through annual Sarbanes-Oxley (SOX) and System and Organization Controls 2 (SOC 2) audits focusing on security, confidentiality, and availability. Our Board's Risk Committee is responsible for oversight of privacy and cybersecurity matters and is briefed at least quarterly. Annually we present a cybersecurity report to our full Board along with semiannual briefings to our Risk Committee.
Over the past six years, we have engaged in dynamic cybersecurity simulations, both at a management and Board level, designed to replicate significant cyber incidents, and we evaluate the agility and effectiveness of our cybersecurity incident response strategy and plan. Our cybersecurity team in conjunction with our legal and compliance organizations craft detailed scenarios that are meant to simulate realistic conditions, with the intention to train our employees on how to handle both known and emerging threats.
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Proxy Summary
This summary highlights the information contained in this Proxy Statement for Enact's 2025 Annual Meeting of Stockholders (the "2025 Annual Meeting"). This summary does not contain all of the information you should consider, and you should read the entire Proxy Statement and 2024 Annual Report carefully before voting.
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Election of Directors
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Our Director Nominees
The table below sets forth information about our eleven director nominees, each of whom is an incumbent member of the Enact Board. The Board has determined that eight of the eleven nominees are independent directors under the Nasdaq Stock Market, LLC ("Nasdaq") Exchange listing requirements.
| Age | Director Since | Other Public Company Boards | Committee Membership | ||||||||||||||||||||||||||
| A | C | N | R | ICC | |||||||||||||||||||||||||
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Former CEO of |
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Former CEO of |
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Former CEO of |
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CEO and |
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Former President & CEO of |
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Former Chairman and Auto |
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Debra W. Still
Vice Chair and Former President and CEO of |
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EVP and CFO of |
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A- Audit
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ICC-
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N- Nominating and Corporate Governance
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Chairperson
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R- Risk
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C- Compensation
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«- Independent Chairperson of the Board
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Member
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2025PROXY STATEMENT
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PROXY SUMMARY
Director Nominee Attributes
| Independence | Age | Gender | Race/Ethnicity | ||||||||
Independent 8/11
Non-Independent3/11
<65 years 4/11
65-70 years 3/11
>70 years 4/11
Female 3/11
Male 8/11
Ethnically Diverse 3/11
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PROXY SUMMARY
Governance Highlights/Best Practices
| Board Independence and Composition |
•Three Board Committees are 100% independent and the rest are majority independent
•The Board and all Committees have Independent Chairpersons
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| Board Performance |
•All Directors attended at least 75% of Board and Committee meetings held in 2024
•Independent Directors met regularly in executive sessions without management or affiliated directors
•Annual Board and Committee self-evaluations were completed in 2024, and action plans developed where requested
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| Stockholder Rights |
•Annual election of all Directors
•Stockholder Special Meeting Right
•No Poison Pill
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| Policies, Programs and Guidelines |
•Anti-Hedging and Anti-Pledging Policies for Directors and Named Executive Officers
•Directors, Executives, and Employees are subject to the Code of Ethics
•Insider Trading Policies for Employees and Directors, along with stock repurchases by the Corporation
•Clawback Policies that extend beyond minimum Nasdaq Listing requirements
•Stock Ownership Guidelines for Directors, Named Executive Officers, and certain other executives
•Related Person Transaction Policy
•Disclosure Policy (a/k/a Reg FD Policy)
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2025PROXY STATEMENT
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PROXY SUMMARY
Board of Directors Skills Matrix
Our Board is composed of individuals with broad experience in business, insurance, and government relevant to Enact. Each director was nominated on the basis of the unique set of qualifications and skills they bring to Enact, as well as how those qualifications and skills blend with those of the other directors on the Board. We believe the blend of our directors' varying backgrounds allows for issues facing the Corporation to be examined and addressed with the benefit of a broad array of perspectives, experiences, and expertise.
Director Nominee Qualifications
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Accounting/Financial
An applicable degree (e.g., MBA, CPA) or significant experience with finance, public company financial reporting, financial statements and auditing processes
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Other Public Company Board Experience
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Managerial experience within the insurance industry, with insurance transactions, or insurance regulatory or accounting regimes
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Capital Markets/Investments
Managerial experience overseeing or executing capital market transactions and investment strategy
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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
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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
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Technology
Significant experience with technology strategy, transformation, security or operations.
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8/11 | ||||||||||||||||||||||||||||||||||||||||
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Mortgage/Financial Services
Managerial experience for a company within the mortgage and/or financial services industry
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8/11 | ||||||||||||||||||||||||||||||||||||||||
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Marketing
Operating experience with developing or executing on sales and marketing plans including digital marketing
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5/11 | ||||||||||||||||||||||||||||||||||||||||
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PROXY SUMMARY
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Advisory Vote to Approve Named Executive Officer Compensation
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☑ The Board recommends that stockholders voteFORthis proposal.
See page 40
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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").
2024 CEO 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 theAnnual Incentivesection 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.
Funding Percentages for Financial Objectives
| Threshold (50%) | Target (100%) | Maximum (200%) | ||||||||||||
| Adjusted Operating Income | 200 | % | ||||||||||||
| Adjusted Retuon Equity | 200 | % | ||||||||||||
| Expense Ratio | 100 | % | ||||||||||||
Funding Percentages for Strategic Objectives
Areas of focus included growth initiatives, risk and pricing management, and optimizing capital and liquidity.
Total Funding for Strategic Objectives: 100%
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2025PROXY STATEMENT
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13
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PROXY SUMMARY
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 .
| 3 |
Ratification of Independent
Registered Public Accounting Firm
for 2025
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☑ The Board recommends that stockholders voteFORthis proposal.
See page 66
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Enact Board of Directors
| 1 | Election of Directors | ||||
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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 -
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 theBoard of Directors and Committees-Board Compositionsection 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.
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The Board of Directors recommends that stockholders voteFOR ALL with respect tothe election of
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2025PROXY STATEMENT
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Nominees
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Director Bios
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Director skills icons are defined on page12
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Qualifications
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Former CEO,
Independent Director
Board of Directors (Chairperson)
Committee(s):
Age:71
Director Since:
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Background
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Qualifications
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Former CEO,
Independent Director
Committee(s):
Age:59
Director Since:
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Background
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Qualifications
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Former CEO,
Independent Director
Committee(s):
Age:68
Director Since:
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Background
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Qualifications
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Age: 50
Director Since:
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Background
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2025PROXY STATEMENT
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Qualifications
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CEO and
Independent Director
Committee(s):
Nominating and Corporate Governance (Chairperson) and Audit
Age:67
Director Since:
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Background
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Qualifications
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Committee(s):
Compensation
Age:68
Director Since:
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Background
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Qualifications
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Former
Independent Director
Committee(s):
Audit
Age:63
Director Since:
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Background
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Qualifications
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Former Chairman and
Independent Director
Committee(s):
Audit and Nominating and Corporate Governance
Age:74
Director Since:
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Background
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2025PROXY STATEMENT
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19
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Qualifications
Ms. Still has extensive experience in the mortgage industry, having served in various capacities with
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Debra W. Still
Former
Independent Director
Committee(s):
Age:72
Director Since:
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Background
Debra W. Still, CMB, is Vice Chair of
Ms. Still served as the 2013 Chairman of the
Ms. Still serves on the Board of Directors of
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Qualifications
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Former
Independent Director
Committee(s):
Compensation
Age:71
Director Since:
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Background
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Qualifications
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Executive Vice President and CFO,
Committee(s):
Risk
Age:61
Director Since:
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Background
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2025PROXY STATEMENT
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ENACT BOARD OF DIRECTORS
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 .
•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 theMaster Agreementand 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.
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ENACT BOARD OF DIRECTORS
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.
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2025PROXY STATEMENT
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23
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ENACT BOARD OF DIRECTORS
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.
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Enact Corporate Governance
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 towww.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 towww.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.
|
2025PROXY STATEMENT
|
25
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ENACT CORPORATE GOVERNANCE
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 towww.enactmi.com, select "About Us", then select "Investors," then select "Corporate Governance," then select the applicable Committee "Charter."
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ENACT CORPORATE GOVERNANCE
The five standing committees of the Board are described below.
|
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
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.
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(Chairperson)
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||||||||||
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Members
Meetings in 2024: 10
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Principal Responsibilities
The Audit Committee's responsibilities include:
•discussing with management and the independent auditor our annual and quarterly financial statements, earnings releases and financial information and earnings guidance provided to analysts and rating agencies;
•selecting our independent registered public accounting firm and approving the fees and terms of its engagement;
•discussing with management and our independent auditor any audit issues and management's response;
•independently and/or in coordination with the Risk Committee, overseeing risks associated with financial accounting and reporting, including the system of internal control, which includes reviewing and discussing with management and our independent auditor the Corporation's risk assessment process and management policies with respect to the Corporation's major financial risk exposures and the procedures utilized by management to identify and mitigate the exposure to such risks;
•reviewing our financial reporting and accounting standards and principles;
•recommending the annual audited financial statements be included in the Annual Report on Form 10-K;
•overseeing the design and implementation of the internal audit function and results of audits;
•obtaining and reviewing formal written reports from the independent auditor regarding its internal quality-control procedures;
•reviewing and investigating any matters pertaining to the integrity of management, including conflicts of interest, or adherence to standards of business conduct;
•preparing and publishing a committee report for inclusion in the proxy statement;
•establishing policies for the hiring of employees or former employees of our independent registered public accounting firm;
•establishing procedures for the receipt, retention, and treatment of complaints on accounting, internal accounting controls, or auditing matters; and
•establishing policies and procedures for the review and approval of all proposed transactions with related persons, as defined in applicable SEC rules and the Corporation's Related Person Transaction Policy.
The Audit Committee's report appears on page 67 of this Proxy Statement.
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2025PROXY STATEMENT
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27
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|
Compensation Committee
The core responsibilities of the Compensation Committee are to carry out the Board's overall responsibility relating to executive compensation, succession planning, and human capital management. The Compensation Committee's Charter and the Corporation's Governance Principles provide that each member of the Compensation Committee shall meet all applicable Nasdaq requirements for committee membership, except as required by the Master Agreement or any applicable exemptions, including with respect to "controlled companies" under Nasdaq rules. Furthermore, the Compensation Committee's Charter states that at such time when the Corporation ceases to qualify as a "controlled company" under Nasdaq rules and following the applicable Nasdaq transition rules, members of the Compensation Committee shall also qualify as "non-employee directors" within the meaning of SEC Rule 16b-3. Until such time that all members of the Compensation Committee are "non-employee directors" within the meaning of SEC Rule 16b-3, all equity awards for officers and directors are to be approved by the full Board. Currently, the Corporation is taking advantage of the "controlled company" exemption and is, therefore, not required to have a fully independent Compensation Committee. Ms. Still and
|
Debra W. Still
(Chairperson)
|
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|
Members
Meetings in 2024: 6
|
||||||||
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 theCompensation Discussion and Analysissection later in this document.
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Nominating and Corporate Governance Committee
The core responsibilities of the
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(Chairperson)
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Members
Meetings in 2024: 5
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Principal Responsibilities
•leading the search for individuals qualified to become members of our Board;
•reviewing the Board's committee structure and recommending committee members, subject to the Master Agreement;
•recommending to the Board candidates to be elected by the Board as necessary to fill vacancies and newly created directorships, subject to the Master Agreement;
•making recommendations to the Board concerning the size (subject to the Master Agreement), structure, composition, and functioning of the Board and committees, as well as the Board's leadership structure;
•developing and annually reviewing the Governance Principles;
•overseeing the annual self-evaluations of the Board and its committees; and
•periodically reviewing the sustainability strategy and practices of the Corporation.
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2025PROXY STATEMENT
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Independent Capital Committee
The purpose of the Independent Capital Committee is to provide independent oversight over certain capital actions. We will maintain an independent capital committee for so long as (i)
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(Chairperson)
|
|||||||
|
Members
Debra W. Still
Meetings in 2024: 4
|
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Principal Responsibilities
The purpose of the Independent Capital Committee is to provide independent oversight of the Corporation's following actions (collectively, the "Specified Actions"):
•debt or equity securities issuances into the capital markets and credit facility or similar debt financings by the Corporation or any of its subsidiaries;
•declaration by the Board of a dividend or any other distribution by the Corporation to its stockholders, including Genworth , in respect of, or repurchases by the Corporation of, its stock; and
•capital contributions by the Corporation to any of its subsidiaries other than Enact Mortgage Insurance Corporation ("EMICO").
The Independent Capital Committee reviews and approves or vetoes specific Specified Actions referred to the Independent Capital Committee by the Board, prior to final approval by the Board. Any Specified Action that the Independent Capital Committee vetoes, cannot be overturned by the Board.
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ENACT CORPORATE GOVERNANCE
|
Risk Committee
The Risk Committee assists the Board in its oversight of all areas relating to Enact's enterprise risk management policies and risk appetite, including, but not limited to, the following risk exposures: credit risks, market risks, insurance risks, housing risks, operational risks, model risks, information technology risks, climate risks, investment risks, artificial intelligence ("AI") risks, cybersecurity and information security risks, and any other risk that may pose a material threat to the viability of the Corporation. As stated in the Risk Committee Charter, the members of the Risk Committee shall meet Nasdaq standards for independence, once the Corporation is no longer considered a "controlled company" under the Nasdaq rules. Currently the majority of the directors on the Risk Committee are "independent" directors as defined by the applicable rules of Nasdaq.
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(Chairperson)
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|||||||
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Members
Meetings in 2024: 7
|
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Principal Responsibilities
The Risk Committee's responsibilities include:
•reviewing and recommending annually for Board approval (i) the Corporation's enterprise risk management policies and (ii) the risk appetite of the Corporation, (iii) delegations of authority regarding deviations from risk appetite limits, and the implementation and maintenance of such policies, appetite, and delegations;
•receiving regular reports on the implementation and compliance with legal and regulatory requirements related to enterprise risk management;
•reviewing and overseeing the control, management, and mitigation processes relating to Enact's enterprise risk management policies and risk appetite, including monitoring the Corporation's risk culture and adherence to risk limits;
•reviewing Enact's assessment and management of significant and emerging risks;
•reviewing and analyzing Enact's major risk exposures, strategies, processes, and policies, with accompanying stress tests;
•reviewing and overseeing Enact's internal risk function;
•periodically reviewing and overseeing the Corporation's compliance program with respect to legal and regulatory requirements, including the Corporation's code of conduct and policies and procedures to facilitate compliance;
•periodically reviewing and overseeing Enact's information technology, including information security systems, cybersecurity, and use of and exposure to AI;
•receiving reports regarding risks associated with litigation and investigations/regulatory matters involving the Corporation; and
•reviewing and discussing with management the Corporation's overall investment portfolio and investment guidelines.
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2025PROXY STATEMENT
|
31
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ENACT CORPORATE GOVERNANCE
Board Oversight of Risk
While our Board recognizes that risk management is primarily the responsibility of Enact's management, the Board plays a critical role in the oversight of risk. As a mortgage insurance company, the very nature of our business involves the underwriting, management, and assumption of risks on behalf of our customers. The Board believes it is an important part of its responsibilities to oversee the Corporation's overall risk assessment processes and management thereof.
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Board
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•Our Board established the Risk Committee to be specifically responsible for overseeing Enact's enterprise risk management policies and risk appetite.
•The Board also utilizes its other committees to oversee specific risks and receives regular reports from the committees on the areas of risk for which they have oversight.
|
||||||||||
|
Risk Committee
|
•The Risk Committee is responsible for overseeing Enact's enterprise risk management policies and related risk profile, including but not limited to the following major risk exposures: credit risks, market risks, insurance risks, housing risks, operational risks, model risks, information technology/cybersecurity risks, AI risks and any other risk that may pose a material threat to the viability of Enact.
•In connection with reviewing and overseeing the control, management and mitigation processes relating to Enact's enterprise management policies and risk appetite, the Risk Committee recommends annually for Board approval: (i) enterprise risk management policies; (ii) the risk appetite of the Corporation; and (iii) delegations of authority regarding deviations from risk appetite limits. The Risk Committee oversees the implementation and maintenance of such policies, appetite, and delegations of authority deviating from risk appetite limits.
•The majority of the members of the Risk Committee are independent, as discussed above, and Enact's
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||||||||||
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Other Committees
|
•The Audit Committee has responsibility for oversight of risks associated with financial accounting and reporting, including the Corporation's system of internal controls and relationship with its external independent auditor.
•The Compensation Committee oversees the risks relating to compensation plans and programs, as well as management development and leadership succession.
•Our
•The Independent Capital Committee is responsible for the oversight of risks related to debt or equity issuances, declaration of dividends, and capital contributions by the Corporation to any of its subsidiaries, other than
|
||||||||||
Code of Business Conduct and Ethics
All of our directors, officers, and employees, including our Chief Executive Officer, Chief Financial Officer, and Controller, must act ethically at all times and in accordance with the policies comprising our code of business conduct and ethics set forth in our Code of Ethics ("Code of Ethics"). If an actual or potential conflict of interest arises for a director, the director shall promptly inform the Chairperson of the Board and the Corporation's CEO. To view our Code of Ethics, go to www.enactmi.com, select "About Us", select "Investors," then select "Corporate Governance," then select "Code of Ethics." Section 13 of our Governance Principles, which are also available on our website, more fully addresses the application of our Code of Ethics by our directors. Under our Governance Principles, the Board will not permit any waiver of any ethics policy for any director or executive officer. We intend to disclose future amendments to certain provisions of the Code of Ethics on the website within four business days following the date of the amendment.
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ENACT CORPORATE GOVERNANCE
Certain Relationships and Transactions
Our Board has stated in its Governance Principles, that the Corporation shall not consummate any transactions with related persons, unless such transactions are reviewed and approved in accordance with the Related Person Transaction Policy, which states that Enact will not enter into a transaction with a "related person" except in circumstances where there is a verifiable Enact business interest supporting the transaction and the transaction otherwise meets Enact's standards that apply to similar transactions with unaffiliated entities or persons. Our policy is in writing and states that a "related person" means any of our executive officers, directors, nominees for director, any persons known by us to beneficially own in excess of 5% of any class of our voting securities, any person who is an immediate family member of the foregoing and any firm, corporation, or other entity in which any of the foregoing persons is an executive officer, general partner, principal or in a similar position or in which such person is deemed to have a 10% or greater beneficial ownership interest. Our policy applies to all transactions with "related persons," including any proposed material changes to previously approved transactions, other than: (1) transactions available to all employees generally; and (2) transactions involving the payment of compensation or the entry into compensatory agreements or arrangements that are approved by the Board or the Compensation Committee or paid pursuant to an agreement, plan, or arrangement approved by the Board or the Compensation Committee. The Board has delegated to the Audit Committee the responsibility of establishing policies and procedures for the review and approval of transactions with related persons.
Relationship with Genworth
We were an indirect wholly owned subsidiary of Genworth from 2004 until our IPO, during which time we had been part of Genworth's consolidated business operations. Historically, and through the present, Genworth and certain of its other subsidiaries have provided a variety of services to us, and we have provided a variety of services to Genworth and certain of its other subsidiaries and former subsidiaries. These arrangements are described below under "Other Related Party Transactions."
Master Agreement
On September 15, 2021 , we initially entered into the Master Agreement with Genworth , with subsequent amendments and restatements in January, March, and August of 2023, that governs certain aspects of our continuing relationship with Genworth and includes certain customary stockholder rights of Genworth , as summarized immediately below.
Board Rights
•six persons, so long as Genworth beneficially owns more than 50% of our outstanding common stock;
•five persons, so long as Genworth beneficially owns 50% or less but 40% or more of our outstanding common stock;
•four persons, so long as Genworth beneficially owns less than 40% but 30% or more of our outstanding common stock;
•three persons, so long as Genworth beneficially owns less than 30% but 20% or more of our outstanding common stock; and
•two persons, so long as Genworth beneficially owns less than 20% but 10% or more of our outstanding common stock.
The Master Agreement also provides that (in each case, subject to the Board's fiduciary duties):
•for so long as the Master Agreement shall remain in effect, in addition to the director nomination rights of Genworth described above, we have agreed to use best efforts to obtain the necessary approvals for the CEO to serve on the Board;
•until Genworth ceases to beneficially own less than 20% of our outstanding common stock, except as required by applicable law or Nasdaq listing standards, we may not, without the prior written consent of Genworth , take any action to change the size of our Board;
•for so long as Genworth beneficially owns more than 50% of our outstanding common stock, Genworth has the right (but not the obligation) to designate at least two members to the Compensation Committee;
•for so long as Genworth beneficially owns more than 30% of our outstanding common stock, Genworth has the right (but not the obligation) to designate at least one member to each of the other board committees other than the Independent Capital Committee;
•until Genworth ceases to beneficially own more than 30% of our outstanding common stock, except as required by applicable law or Nasdaq Listing Rules, we may not, without the prior written consent of Genworth , take any action to increase the size of any of our board committees;
•in the event that the size of any committee of our Board is increased with Genworth's prior written approval, Genworth will have the right to designate a proportional number of additional directors to serve on such committee (rounded up to the nearest whole number); and
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•for so long as Genworth beneficially owns 10% or more of our outstanding common stock, Genworth will also be entitled to designate one observer to attend any meetings of our Board.
Approval Rights
For so long as Genworth beneficially owns more than 50% of our outstanding common stock, we are required to obtain the prior written consent of Genworth to take any of the following actions, whether directly or indirectly through a subsidiary, subject to the Board's fiduciary duty and other certain limited exceptions:
•adopt any plan or proposal for a complete or partial liquidation, dissolution or winding up of us or any of our subsidiaries or commence any case, proceeding or action seeking relief under any existing or future laws relating to bankruptcy, insolvency, conservatorship or relief of debtors;
•repurchase any of our stock, reduce or reorganize our capital or the capital of any of our subsidiaries;
•issue new debt securities or incur indebtedness or guarantees;
•issue, grant, acquire or settle our common stock or other equity securities or securities convertible into or exercisable or exchangeable for our common stock or other equity securities, including any issuances or grants pursuant to any stock plan, if Genworth's ownership of Enact falls below 81%;
•acquire assets, securities or businesses involving consideration of $50 million or more (or book value of $100 million or more with respect to acquisitions effected through reinsurance transactions), other than transactions involving assets invested in our consolidated general account and approved in accordance with our established policies and procedures to monitor invested assets;
•dispose of assets, securities or businesses involving consideration of $50 million or more (or book value of $100 million or more with respect to dispositions effected through reinsurance transactions), other than transactions involving assets invested in our consolidated general account and approved in accordance with our established policies and procedures to monitor invested assets;
•adopt or implement any stockholder rights plan or similar takeover defense measure; and
•dismiss or effect a change in our current independent registered public accounting firm or engage an independent registered public accounting firm for the Corporation that is different from the independent public accounting firm for Genworth .
For so long as Genworth beneficially owns at least 20% of our common stock, we are required to consult with Genworth with respect to the foregoing matters; however, Genworth will no longer have consent rights with respect to such matters other than as described above.
Non-Competition and Non-Solicitation
The Master Agreement contains non-competition and non-solicitation covenants that prohibit competition between us and our subsidiaries, on the one hand, and Genworth and its other subsidiaries, on the other hand, for employees and in certain businesses and geographic areas during the period beginning on the date of such agreement and ending on the date that is one year after the date on which Genworth ceases to beneficially own, directly or indirectly, more than 50% of our outstanding common stock (the "Restricted Period").
The Master Agreement provides that we and our subsidiaries will not, for one year after Genworth owns less than 50% of our common stock, directly or indirectly, solicit employees or engage in any businesses of Genworth (other than the mortgage insurance business in the United States ) (the "Genworth Covered Business"). The Master Agreement provides that Genworth and its other subsidiaries (for so long as they are subsidiaries of Genworth ) will not, for one year after Genworth owns less than 50% of our common stock, directly or indirectly, engage in any business that directly or indirectly competes with our current businesses or our terminated, divested or discontinued businesses within the last two years which are or should be included as our historical operations (the "Corporation Covered Business").
The foregoing non-competition and non-solicitation covenants are subject to exceptions in the case of certain transactions by us or Genworth and our respective subsidiaries that involve a de minimis business or another business activity so long as within two years after such a purchase or acquisition, we or Genworth or our respective subsidiaries sign a definitive agreement to dispose of the relevant portion of the business or securities of the acquired business or Corporation or, at the end of the two year period, the acquired business or Corporation complies with these non-competition and non-solicitation provisions.
Information Sharing
The Master Agreement also provides for other arrangements with respect to the mutual sharing of information between us and Genworth and its affiliates in order to comply with reporting, filing, audit, insurance regulatory or tax requirements, for use in judicial proceedings, and in order to comply with our respective obligations. We and Genworth and its affiliates have also agreed to provide mutual access to historical business records.
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Tax Matters
The Master Agreement provides that Genworth will compensate us for any reduction in the deferred tax attributes (or increase to deferred tax liabilities) of Enact Mortgage Holdings, LLC ("EMH") and its subsidiaries (other than a reduction solely in the basis of stock of EMH) that may occur as a result of the application of the "unified loss rules" contained in Treas. Reg. Section 1.1502-36 to the IPO.
The Master Agreement also provides that, we will not take any action (or fail to take any action) that would cause us to no longer be a member of the entities filing a United States consolidated income tax retuof which Genworth is the common parent (the "Genworth Consolidated Group "), or to no longer be subject to the Tax Allocation Agreement (described below), without Genworth's prior written consent.
Registration Rights Agreement
On September 15, 2021 , we entered into a registration rights agreement (the "Registration Rights Agreement") with Genworth , pursuant to which Genworth is able to require us to file one or more registration statements with the SEC covering the public resale of registrable securities beneficially owned by Genworth or to effect shelf takedown offerings. We are required to bear the registration expenses, other than the underwriting discount and transfer taxes, associated with any registration of stock pursuant to the Registration Rights Agreement. The Registration Rights Agreement includes customary indemnification provisions in favor of Genworth , any person who is or might be deemed a control person (within the meaning of the Securities Act and the Exchange Act) and related parties against certain losses and liabilities (including reasonable costs of investigation and legal expenses) arising out of or based upon any filing or other disclosure made by us under the securities laws relating to any such registration. Genworth has piggyback registration rights, pursuant to which Genworth is entitled to participate in certain registrations or offerings we may undertake, subject to "cutback" in certain cases.
Shared Services Agreement
On August 4, 2021 , we entered into a shared services agreement with Genworth that was most recently amended and restated on February 1, 2024 (the "Shared Services Agreement") in order to (i) provide to one another (and to certain of our respective affiliates or subsidiaries) administrative and support services and other assistance and (ii) ensure certain services received prior to the completion of the IPO will continue to be provided. The principal services that Genworth and certain of Genworth's other subsidiaries provide to us include: information technology services and certain administrative services (such as finance, human resources, and employee benefit administration).
Service charges are generally calculated in a manner consistent with past practice, but they are subject to annual caps on charges as follows: $7.5 million in 2024; $6.25 million in 2025; and $5 million in 2026.
The Shared Services Agreement requires each party to perform services that meet a standard of care consistent with such party's most recent past practices. Neither we nor Genworth or any of our respective affiliates or subsidiaries are or will be liable to each other in respect of the services either party provides, except in respect of a contractual claim for direct losses or where such liability arises from the provider party's fraud, fraudulent misrepresentation, or willful misconduct, subject to certain specified exceptions and limitations.
Services will continue to be provided under the Shared Services Agreement until the last service provided under the Agreement is terminated or expires, or until 12 months after the date Genworth no longer holds a controlling interest in the Corporation. Specific services provided under the Shared Services Agreement may be terminated by either party for convenience with at least one hundred eighty (180) days' prior written notice provided to the other party in accordance with the terms of the Shared Services Agreement.
Intellectual Property Cross License Agreement
On September 15, 2021 , we entered into an Intellectual Property Cross License Agreement with Genworth (the "IP Cross License Agreement") in order to provide to one another and certain of each of our affiliates or subsidiaries a non-exclusive, irrevocable, royalty-free, fully paid up, perpetual right and license of specified intellectual property (other than trademarks). The license is for specified purposes to assist each party in conducting its business following the IPO and it allows us, Genworth and certain of each of our affiliates or subsidiaries to: (i) enable employees, directors and officers to use and practice the licensed intellectual property rights for internal purposes, (ii) make, have made, use, sell, have sold, import and otherwise commercialize certain products and services and (iii) create certain improvements to such licensed intellectual property. Each party and its affiliates or subsidiaries have limitations on their ability to grant sublicenses. With respect to any third-party intellectual property licensed under the IP Cross License Agreement, we and Genworth have granted each other sublicenses that are subject to the terms and conditions of existing agreements between us and any applicable third party and Genworth and any applicable third party, and such sublicenses will not include rights in excess of those under such agreements.
The term of the IP Cross License Agreement is perpetual, but it may be terminated upon mutual written agreement by the parties. In addition to the permitted assignments described in the Master Agreement, any party may assign the IP Cross License Agreement to any of its affiliates without any other party's consent, but the assigning party will continue to be liable for the performance by the assignee.
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Transitional Trademark License Agreement
On September 15, 2021 , we entered into a Transitional Trademark License Agreement (the "Trademark Agreement") with Genworth and EMH pursuant to which Genworth and EMH will grant us and our affiliates a limited non-exclusive, non-transferable, royalty-free license to use certain specified trademark applications and registrations, names and brands (including trademarks, logos and domain names) of Genworth and EMH with limited rights to sublicense.
The Trademark Agreement, unless terminated earlier, is effective until two years following the date on which Genworth ceases to own more than 50% of our outstanding common stock; provided, that, with the consent of Genworth and EMH, we and our affiliates or subsidiaries, as applicable, may use certain licensed marks for a transition period of up to one year following such date to the extent required by applicable law.
The Trademark Agreement will automatically terminate with respect to us or our affiliates or subsidiaries, as applicable, upon notice to us by Genworth or EMH, in the event of (i) a merger or consolidation with an unrelated-third party, (ii) a sale of substantially all of the applicable party's assets to an unrelated-third party or (iii) a change of control whereby an unrelated third party acquires 50% or more of the applicable party's outstanding voting securities or the power to direct or cause the direction of management or policies.
The Trademark Agreement will also automatically terminate, without notice to us by Genworth or EMH, in the event that we or a permitted sublicensee makes a general assignment for the benefit of creditors, ceases operations or is liquidated or dissolved. The Trademark Agreement may also be terminated by Genworth or EMH if there is a material breach by us or a permitted sublicense, as applicable, that is uncured.
Investment Management Agreements
In 2022, the Enact Board delegated the oversight for Enact's investments to newly formed, management-level committees. On May 3, 2022 , the Enact subsidiaries, EMICO and Enact Mortgage Insurance Corporation of North Carolina , entered into investment management agreements with Genworth for the management of their investment portfolios. Under the terms of these investment management agreements, Enact is charged an investment management fee by Genworth . The total investment expenses paid to Genworth were $7.1 million and $5.9 million for the years ended December 31, 2024 and 2023, respectively. Separately, Enact Holdings, Inc. entered into an investment management agreement for its investments with an independent third party.
Other Related Person Transactions
Tax Allocation Agreement
On May 14, 2021 , we entered into a Tax Allocation Agreement with Genworth . We currently join in the filing of a United States consolidated income tax retuwith the Genworth Consolidated Group and are party to a Tax Allocation Agreement between Genworth and certain of Genworth's subsidiaries, which allocates the consolidated tax liability of the Genworth Consolidated Group among its members, including us, in addition to certain other matters. The tax allocation methodology is based on the separate retuliabilities with offsets for losses and credits utilized to reduce the current consolidated tax liability of Genworth as allowed by applicable law and regulation. We settle intercompany tax balances quarterly after the filing of Genworth's federal consolidated United States corporation income tax return.
If the taxable income, special deductions, or credits reported in the Genworth Consolidated Group income tax retufor any taxable year or periods is changed or otherwise adjusted, payments required to be made under the Tax Allocation Agreement may be recalculated, and we could be required to pay material amounts to Genworth . However, Genworth will be responsible for any taxes for which we are jointly and severally liable solely by reason of filing a combined, consolidated or unitary retuwith Genworth . In the event that Genworth were to hold less than 80% of our common stock by either voting power or value, we would cease to be a member of the Genworth Consolidated Group and may be required to make a payment to Genworth in respect of tax benefits for which we received credit under the Tax Allocation Agreement, but which had not been utilized by the Genworth Consolidated Group at such time. These tax benefits would be available to reduce our tax liabilities in periods after we leave the Genworth Consolidated Group , subject to any applicable limitation that may apply with respect to such period or tax benefit.
Compensation and Other Arrangements Concerning Employees
Prior to the completion of the IPO, our employees participated in certain benefit plans administered by Genworth and certain stock-based compensation plans that utilize Genworth's common stock. Since the IPO, Enact has transitioned to its own compensation plans, including granting equity awards that relate to its own common stock, but these plans and other employee benefits are still administered by Genworth . See "Compensation Discussion and Analysis."
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Communication with the Board of Directors
The Board of Directors has established a process for stockholders and other interested persons to communicate directly with Enact and its directors, including independent directors and/or the independent Chairperson of the Board. Information regarding this process, including how to email or write our directors, may be found on our website. To view this process, go to www.enactmi.com, select "About Us", select "Investors," then select "IR Resources" and finally select "Contact IR." Concerns relating to accounting, internal accounting controls, and auditing matters may also be submitted confidentially and anonymously through the methods specified on our website. To view this process, go to www.enactmi.com, select "About Us", select "Investors," then select "Corporate Governance" and finally select "Contact the Audit Committee." You may direct your communications to our directors as a group or individually, or to any committee of the Board. The Corporate Secretary or Enact's ombudsperson monitor, review, and sort all written communications to the independent directors. Communications related to matters that are within the scope of the responsibilities of the Board are forwarded to the Board, the relevant committee of the Board, or an individual director, as appropriate.
The Corporate Secretary or Enact's ombudsperson forward correspondence related to routine business and customer service matters to the appropriate management personnel. The Corporate Secretary or Enact's ombudsperson will promptly consult with the Audit Committee Chairperson, who will determine whether to communicate further with the Audit Committee and/or the full Board with respect to any correspondence received relating to accounting, internal accounting controls, auditing matters, or officer conduct.
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Letters may be sent to the directors as a group or individually, care of the Corporate Secretary,
Letters may also be sent directly to Enact, care of the Corporate Secretary or
In addition, letters may be sent directly to the Enact Ombuds Office, care of the Enact Ombudsperson,
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Board Policies and Processes
Board Self-Evaluation
The Board and each of its committees annually follows a specific process, overseen by the Nominating and Corporate Governance Committee , to determine their effectiveness and opportunities for improvement. The self-evaluations focus on how the Board and committees can improve their key functions of overseeing personnel development, financials, and other major issues of strategy, risk, integrity, reputation, governance, or other responsibilities mentioned within the scope of the Corporation's governing documents. The Board and committees completed their annual self-evaluations in 2024, and where suggested created action plans to implement opportunities for potential improvements for the Board and committees.
Board Education
All of our directors receive orientation and education in connection with their election to the Board. Directors are also provided materials or briefing sessions on subjects that would assist them in discharging their duties and may be customized for a particular director's needs. In addition, "deep dives" on certain areas of interest or of particular importance are provided to the Board, a Committee, or an individual director, from time to time by internal subject matter experts or third-party resources depending on the topic. Directors are also quarterly provided a list of opportunities for outside education, with reimbursement for registration and airfare, as well as other reasonable travel, lodging, and dining expenses for attendance at approved education seminars.
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Compensation of Directors
The Compensation Committee has the responsibility for annually reviewing and recommending to the Board compensation and benefits for "independent directors." Independent directors are those directors who are not executive officers of Enact, Genworth , or their affiliates. Accordingly, all directors, other than Mr. Gupta , Mr. McInerney , and Mr. Upton are independent directors. Mr. Gupta , Mr. McInerney , and Mr. Upton do not receive any additional compensation for serving as a director.
The components of our independent directors' compensation were reviewed by the Compensation Committee in 2024 and following recommendation to and approval by the Board, the annual cash retainer for the chairperson of the Audit Committee was increased by $5,000 to $35,000 annually. No other adjustments were made to our director compensation program.
In 2024, the Corporation's compensation program for non-management directors were as follows:
| Cash | DSUs | Total | ||||||||||||||||||
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Annual Retainer
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$ | 160,000 | $ | 270,000 | ||||||||||||||||
| Annual Additional Retainer for Board Chairperson | $ | 120,000 | $ | 200,000 | ||||||||||||||||
| Annual Additional Retainer for Lead Director | ||||||||||||||||||||
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Annual Additional Retainer for Committee Chairpersons
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| Audit | ||||||||||||||||||||
| Compensation | ||||||||||||||||||||
| Other Committees | ||||||||||||||||||||
•Annual Retainer. Each independent director is paid an annual retainer of $270,000 . Of this amount, $110,000 is paid in cash, in quarterly installments, following the end of each quarter of service, and $160,000 is paid in deferred stock units ("DSUs") granted as an annual award under our 2021 Omnibus Incentive Plan, as amended (the "2021 Plan") generally following our annual meeting of stockholders.
•Annual Additional Retainer for Board Chairperson. As additional compensation for service as Board Chairperson, the Board Chairperson receives a $200,000 annual retainer in addition to the regular annual retainer. The cash amount, $80,000 , is paid in quarterly installments, following the end of each quarter of service. The DSU amount, $120,000 , is paid as an annual award generally granted following our annual meeting of stockholders.
•Additional Retainer for Lead Director. If a Lead Director is appointed in the absence of an independent Chairperson, the Lead Director would receive an annual cash retainer of $20,000 payable in quarterly installments, as additional compensation for service as Lead Director. Currently, Enact does not maintain a Lead Director.
•Additional Retainer for Committee Chairpersons. As additional compensation for service as chairperson of a committee, each chairperson will receive an additional annual cash retainer payable in quarterly installments, as follows: Audit Committee Chairperson, $35,000 ; Compensation Committee Chairperson, $25,000 ; and each other standing committee chairperson, $20,000 .
•Deferred Stock Units. The number of DSUs granted is determined by dividing the DSU target award value above by the fair market value of our common stock on the date of grant. Each DSU represents the right to receive one share of our common stock in the future, following the recipient's separation from service as a director. DSUs accumulate regular quarterly dividends, if any, which are reinvested in additional DSUs. The DSUs will be settled in shares of common stock on a one-for-one basis one year after the director leaves the Board in a single lump sum or immediately upon the death of an independent director.
•Reimbursement of Certain Expenses. Directors are also reimbursed for reasonable travel and other Board-related expenses, including expenses to attend Board and committee meetings, other business-related events, and director education seminars, in accordance with policies approved from time to time.
•Charitable Contributions Matching Program. The Corporation, through the Enact Foundation , matches director contributions to 501(c)3 non-profits 100% up to $10,000 .
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2024 Director Compensation Table
The following table sets forth information concerning compensation paid or accrued by us in 2024 to our directors. As noted above, Mr. Gupta , Mr. McInerney , and Mr. Upton did not receive any additional compensation for their services as a director in 2024.
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Fees Earned
or Paid in Cash
($)(1)
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Stock
Awards
($)(2)(3)
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Other Compensation
($)(4)
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Total
($)
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|||||||||||
| 190,000 | 278,084 | 1,000 | 469,084 | |||||||||||
| 130,000 | 158,905 | - | 288,905 | |||||||||||
| 130,000 | 158,905 | - | 288,905 | |||||||||||
| 130,000 | 158,905 | 5,000 | 293,905 | |||||||||||
| 110,000 | 158,905 | 10,000 | 278,905 | |||||||||||
| Debra W. Still | 135,000 | 158,905 | - | 293,905 | ||||||||||
| 110,000 | 158,905 | - | 268,905 | |||||||||||
| 143,132 | 158,905 | 10,000 | 312,037 | |||||||||||
(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.
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Total Number of
DSUs Held as of
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| 44,577 | |||||
| 21,172 | |||||
| 25,128 | |||||
| 25,128 | |||||
| 25,128 | |||||
| Debra W. Still | 25,128 | ||||
| 25,128 | |||||
| 25,128 | |||||
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Executive Compensation
| 2 |
Advisory Vote to Approve Named
Executive Officer Compensation
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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
As described in detail in theCompensation Discussion and Analysissection 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 theCompensationDiscussion and Analysissection, 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.
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The Board of Directors recommends that stockholders voteFORthe approval of the compensation of our named executive officers, as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the
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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:
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Executive Vice President, Chief Financial Officer ("CFO") and Treasurer
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Executive Vice President, General Counsel, and Corporate Secretary
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Executive Vice President and
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Executive Vice President and Chief Operations Officer
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EXECUTIVE COMPENSATION
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:
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Key Annual Financial Objectives
The business met or exceeded goals for adjusted operating income, adjusted operating retuon equity ("ROE"), and expense ratio.
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Above Target
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Key Annual Strategic Objectives
The business met goals for risk & pricing management and optimizing capital & liquidity.
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At Target
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Long-Term Financial Objectives
We exceeded our target Book Value Per Share Growth over the three-year performance period ending
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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:
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Our Guiding Principles
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Examples of Programs or Policies That Support Our Principles
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Compensation should be primarily performance-based and align executive officer incentives with stockholder interests across multiple timeframes
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•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
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Total compensation opportunities should be competitive within the relevant marketplace
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•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
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Our incentive compensation should reward financial and operational performance and allow for qualitative assessment
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•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
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Plan designs and incentives should support appropriate risk management practices
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•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
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EXECUTIVE COMPENSATION
Key Governance Practices
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Annual Advisory Approval of Executive Compensation
Use of Long-Term Incentives
No Excise Tax Gross-Ups for Change of Control Benefits
Independent Compensation Consultant
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Anti-Hedging and Anti-Pledging Restrictions
Clawback Policies
Double Trigger Required for Change of Control Severance Benefits
No Excessive Executive Perquisites
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Compensation Decision-Making Process
How We Determine Program Design
Role of the Compensation Committee
The Compensation Committee undertakes a collaborative process with management when developing executive compensation programs and performance targets. The Compensation Committee completes an annual review of CEO performance and makes compensation decisions, with input from the Board. The Compensation Committee regularly meets in executive session with and without management present and retains the final authority to approve all compensation policies, programs, and amounts paid to our NEOs, excluding equity awards that are approved by our full Board.
Role of Management
Our CEO and Senior Vice President Human Resources attend meetings of the Compensation Committee to provide analysis, details, and recommendations regarding the Corporation's executive compensation programs and plan designs. During full Board meetings, members of the Compensation Committee also receive business performance and strategy updates from other members of management, which the Compensation Committee uses to align with compensation incentive goals. Our CEO provides the Compensation Committee with performance assessments and compensation recommendations for each of the NEOs (other than himself). The Compensation Committee, typically in the first quarter of each year, determines and approves annual incentive award payouts and PSU performance results for the prior year, any adjustments to base salaries or target annual incentives for the upcoming year, and awards of long-term incentives for executive officers to recommend to the Board for approval. For more information on the compensation decisions made for 2024, see theKeyCompensationProgram Elementssection below. Annually our Chief Risk Officer performs an analysis of our compensation programs and provides his conclusions to the Compensation Committee regarding whether our compensation programs are appropriately structured to not create unnecessary risk for the Corporation.
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.
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
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2025PROXY STATEMENT
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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.
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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.
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Base Salary as of
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% Change from
Prior Year
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|||||||
| 1,000,000 | 8 | % | ||||||
| 525,000 | 5 | % | ||||||
| 450,000 | 6 | % | ||||||
| 425,000 | 13 | % | ||||||
| 350,000 | - | % | ||||||
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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
| Key Financial Objective | Unit | Threshold | Target | Maximum |
2024 Results
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Adjusted Operating Income(1)
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$MM | ||||||||||||||||
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Adjusted Retuon Equity(2)
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% | 4.7 | % | 10.3-11.3% | 14.5 | % | 14.9 | % | |||||||||
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Expense Ratio(3)
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% | 25 | % | 23 | % | 21 | % | 23.0 | % | ||||||||
(1)For 2024 Adjusted Operating Income of $718 million was calculated as Net Income of $688 million , plus net investment losses, loss on debt extinguishment and costs associated with reorganization, less taxes on adjustments.
(2)Adjusted Retuon Equity is calculated as Adjusted Operating Income for the year divided by average equity for the most recent year (2pt). Retuon Equity for 2024 was 14.3%.
(3)The 2024 Expense Ratio was calculated based on operating expenses as a percentage of net premiums and was 23% for 2024.
Strategic Objectives Performance
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Key Strategic Priority
|
2024 Key Accomplishments | |||||||
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Growth Initiatives
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•Progress on diversification initiatives and expense management
•Major milestones achieved in other growth opportunities
•The Compensation Committee determined below target funding was warranted
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Risk and Pricing Management
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•Maintained a resilient portfolio with strong credit, achieved market share and NIW rate and ROE targets
•The Compensation Committee determined above target funding was warranted
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Capital and Liquidity
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•Exceeded retuof capital guidance including quarterly dividend program and execution of share repurchase plan
•Drove ratings upgrade from S&P, Moody's Investor Service and Fitch
•Maintained Private Mortgage Insurance Eligibility Requirements ("PMIERs") sufficiency well in excess of requirements
•The Compensation Committee determined above target funding was warranted
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2025PROXY STATEMENT
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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
Financial Objectives (70%)
| Key Financial Objective | Unit | Weighting | Threshold | Target | Maximum |
2024
Results
|
2024
Payout
|
||||||||||||||||
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Adjusted Operating Income(1)
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$MM | 30% | 200 | % | |||||||||||||||||||
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Adjusted Retuon Equity(2)
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% | 30 | % | 4.7 | % | 10.3% - 11.3% | 14.5 | % | 14.9 | % | 200 | % | |||||||||||
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Expense Ratio(3)
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% | 10 | % | 25 | % | 23 | % | 21 | % | 23.0 | % | 100 | % | ||||||||||
(1)For 2024 Adjusted Operating Income of $718 million was calculated as Net Income of $688 million , plus net investment losses, loss on debt extinguishment and costs associated with reorganization, less taxes on adjustments.
(2)Adjusted Retuon Equity is calculated as Adjusted Operating Income for the year divided by average equity for the most recent year (2pt). Retuon Equity for 2024 was 14.3%.
(3)The 2024 Expense Ratio was calculated based on operating expenses as a percentage of net premiums and was 23% for 2024.
Strategic Objectives (30%)
| Areas of focus included growth initiatives, risk and pricing management, and optimizing capital and liquidity. | |||||
| Total Funding for Strategic Objectives | 100 | % | |||
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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.
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2025PROXY STATEMENT
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The target award value of the annual long-term incentive awards made in 2024 to our NEOs were as follows:
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Target Award Value
($)
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# of RSUs
Awarded
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Target # of
PSUs Awarded
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| 6,000,000 | 53,860 | 161,580 | |||||||||
| 1,250,000 | 17,954 | 26,930 | |||||||||
| 500,000 | 7,182 | 10,772 | |||||||||
| 500,000 | 7,182 | 10,772 | |||||||||
| 400,000 | 5,746 | 8,618 | |||||||||
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.
Additional Information Regarding Restricted Stock Units
•RSUs vest 33% per year, beginning on the first anniversary of the grant date.
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.
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 theExecutive Compensation-Potential Payments upon Termination or Change of Controlsection below.
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) |
||||||||
| 17 | % | 35 | % | 44 | % | ||||||
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.
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Genworth Deferred Cash Awards
Other Benefit Programs
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 thePotential Payments upon Termination or Change of Controlsection below.
Retirement Benefits
Retirement benefits also fulfill an important role within our overall executive compensation program because they provide a competitive financial security component that supports attraction and retention of talent. Our employees currently participate in Genworth's retirement programs. Genworth's Retirement and Savings Plan has two features: the "401(k) Savings Feature," in which participants can defer savings on a pre-tax basis and receive Corporation matching contributions, subject to certain Internal Revenue Service limits, and a "Retirement Account Feature," which includes only annual Corporation contributions. In addition, Genworth offers the following non-qualified retirement plans:
•Supplemental Executive Retirement Plan (the "SERP"), which is a defined benefit plan that was closed to new participants after December 31, 2009 , and for which benefit accruals were frozen as of December 31, 2020 ; and
•Retirement and Savings Restoration Plan (the "Restoration Plan"), which is a non-qualified defined contribution plan.
It is important to us to keep our benefit design and costs competitive with our peers so that we can continue to attract and retain talent while managing our expenses. Each of the above defined benefit and non-qualified retirement plans is described in more detail in thePotential Payments upon Termination or Change of Controlsection below.
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 thePotential Payments upon Termination or Change of Controlsection below.
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2025PROXY STATEMENT
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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 compensationawarded 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
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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:
Debra W. Still, Chairperson
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Executive Compensation Tables
The following table provides information relating to compensation earned by or paid to our NEOs in all capacities:
2024 Summary Compensation Table
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
($)
|
||||||||||||||||||
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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 | |||||||||||||||||||
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Mitchell
Executive Vice
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 | |||||||||||||||||||
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Executive Vice
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 | |||||||||||||||||||
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Executive
Vice
|
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 | |||||||||||||||||||
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Executive Vice
Operations Officer
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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 | |||||||||||||||||||
(1)Amounts reported in this column for 2024 reflect the value of Genworth Deferred Cash awards that were originally granted in 2021 and which vested in 2024.
(2)Amounts reported in the column reflect the aggregate grant date fair value of RSUs and PSUs awarded during the period, determined in accordance with FASB ASC Topic 718 excluding the effect of estimated forfeitures. Grant date fair value for the RSUs is based on the closing price our common stock on the grant date. Grant date fair value for the PSUs is based on the closing price of our common stock on the grant date and the probable outcome of performance-based conditions at the time of grant, based on Book Value Per Share Growth. Assuming achievement of the PSU performance conditions at the highest level (rather than based on the probable performance), the aggregate grant date fair value of awards reflected in this column for 2024 would be higher by the following amounts: Mr. Gupta , $4,393,360 ; Mr. Mitchell , $732,227 ; Mr. Stolove , $292,891 ; Mr. Derstine , $292,891 ; and Mr. Gould , $234,323 . Please reference theKey compensation Program Elements- 2024 Enact Long-Term Incentivessection of the CD&A for further details.
(3)Reflects the annual change in actuarial present values of Mr. Gupta's accumulated benefits under the SERP provided by Genworth , which was negative during 2024 ($40,276 ). The SERP was closed to new participants effective January 1, 2010 . A description of the SERP precedes the 2024 Pension Benefits Table below.
(4)See the 2024 All Other Compensation - Details table below:
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2024 All Other Compensation-Details
|
Company
Contributions
to the
Retirement
Plans
($)(a)
|
Life
Insurance
Premiums
($)(b)
|
Executive
Physical
($)
|
Financial
Counseling
($)
|
Other
($)
|
Total
($)
|
|||||||||||||||
| 286,046 | 8,702 | 2,600 | 19,985 | - | 317,333 | |||||||||||||||
| 111,615 | 6,798 | 4,100 | 22,073 | - | 144,586 | |||||||||||||||
| 80,255 | 6,636 | 406 | 11,435 | - | 98,732 | |||||||||||||||
| 62,111 | 5,021 | - | 13,100 | - | 80,232 | |||||||||||||||
| 54,960 | 4,387 | - | 30,000 | - | 89,347 | |||||||||||||||
(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 inKey Compensation Program Elements- Annual Incentivesection 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 theKey Compensation Program Elements- 2024 Enact Long-Term Incentivessection 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 theKey Compensation Program Elements- 2024 Enact Long-Term Incentivessection above.
|
2025PROXY STATEMENT
|
53
|
||||
2024 Grants of Plan-Based Awards Table
| Award Type |
Grant
Date
|
Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($) |
Estimated Future
Payouts Under
Equity Incentive
Plan Awards(#)(1)
|
All Other
Stock
Awards:
Number of
Shares of
Stock or Units (#)(2)
|
Grant Date
Fair Value
of Stock
Awards
($)(3)
|
|||||||||||||||||||||||||||||||||
| Threshold | Target | Max | Threshold | Target | Max | |||||||||||||||||||||||||||||||||
|
|
AI | 875,000 | 1,750,000 | 3,500,000 | ||||||||||||||||||||||||||||||||||
| RSU | 53,860 | 1,464,453 | ||||||||||||||||||||||||||||||||||||
| PSU | 80,790 | 161,580 | 323,160 | 4,393,360 | ||||||||||||||||||||||||||||||||||
| AI | 262,500 | 525,000 | 1,050,000 | |||||||||||||||||||||||||||||||||||
| RSU | 17,954 | 488,169 | ||||||||||||||||||||||||||||||||||||
| PSU | 13,465 | 26,930 | 53,860 | 732,227 | ||||||||||||||||||||||||||||||||||
| AI | 168,750 | 337,500 | 675,000 | |||||||||||||||||||||||||||||||||||
| RSU | 7,182 | 195,279 | ||||||||||||||||||||||||||||||||||||
| PSU | 5,386 | 10,772 | 21,544 | 292,891 | ||||||||||||||||||||||||||||||||||
| AI | 159,375 | 318,750 | 637,500 | |||||||||||||||||||||||||||||||||||
| RSU | 7,182 | 195,279 | ||||||||||||||||||||||||||||||||||||
| PSU | 5,386 | 10,772 | 21,544 | 292,891 | ||||||||||||||||||||||||||||||||||
| AI | 96,250 | 192,500 | 385,000 | |||||||||||||||||||||||||||||||||||
| RSU | 5,746 | 156,234 | ||||||||||||||||||||||||||||||||||||
| PSU | 4,309 | 8,618 | 17,236 | 234,323 | ||||||||||||||||||||||||||||||||||
(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 theKey Compensation Program Elements- 2024 Long-Term Incentivessection 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.
|
54
|
ENACT | ||||
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 .
| Option Awards | Stock Awards | ||||||||||||||||||||||||||||||||||||||||
|
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 ($)
|
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares,
Units
or Other
Rights That
Have Not
Vested (#)
|
Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested ($)
|
||||||||||||||||||||||||||||||||||
| 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)
|
||||||||||||||||||||||||||||||||||
| 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)
|
||||||||||||||||||||||||||||||||||
| 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)
|
||||||||||||||||||||||||||||||||||
| 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)
|
||||||||||||||||||||||||||||||||||
| 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)
|
||||||||||||||||||||||||||||||||||
(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 $32.38 per share.
(5)2022-2024 PSUs were earned at 200% based on our three year Book Value Per Share Growth over the performance period ending on December 31, 2024 . Amounts reported here reflect the actual level of achievement of the performance goals.
(6)2023-2025 PSUs may be earned and become vested based on our level of achievement of certain pre-established performance goals over the performance period ending on December 31, 2025 . Amounts reported here reflect max level of achievement of the performance goals pursuant to applicable reporting requirements.
(7)2024-2026 PSUs may be earned and become vested based on our level of achievement of certain pre-established performance goals over the performance period ending on December 31, 2026 . Amounts reported here reflect target level of achievement of the performance goals pursuant to applicable reporting requirements. For more information regarding the 2024-2026 PSUs, see the 2024 Grants of Plan Based Awards Table and the Compensation Discussion and Analysis section above.
|
2025PROXY STATEMENT
|
55
|
||||
2024 Options Exercised and Stock Vested Table
The table below provides information regarding RSUs granted by the Corporation to our NEOs that vested during 2024, including Genworth RSUs and PSUs granted prior to the Corporation's IPO. None of our NEOs exercised any Genworth stock options during 2024 and none of our NEOs hold any Corporation stock options.
| Stock Awards | ||||||||
|
Number of Shares
Acquired on Vesting (#)(1)
|
Value Realized
on Vesting
($)(2)
|
|||||||
| 939,811 | 13,478,472 | |||||||
| 55,137 | 2,213,997 | |||||||
| 27,035 | 1,091,730 | |||||||
| 26,286 | 1,069,377 | |||||||
| 25,945 | 1,059,654 | |||||||
(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:
| 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 12/31/2020) |
- |
Annuitized value of the
company's qualified plan (as of 12/31/2020): Retirement Account Feature |
||||||||||||||
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.
|
56
|
ENACT | ||||
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 .
2024 Pension Benefits Table
|
Plan
|
Number of
Years of Credited
Service
|
Present Value of
Accumulated
Benefits ($)
|
Payments
During Last
Fiscal Year
|
|||||||||||
|
|
SERP | 8.08 | 641,569 | - | ||||||||||
|
|
- | - | - | - | ||||||||||
|
|
- | - | - | - | ||||||||||
|
|
- | - | - | - | ||||||||||
|
|
- | - | - | - | ||||||||||
(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 theNon-Qualified Deferred Compensationsection 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 ($345,000 annual compensation limit in 2024). For 2024, we provided a credit into the Restoration Plan's "401(k) Savings Feature" equal to 5% of the participant's eligible pay (base salary and annual cash incentive paid) in excess of the annual compensation limit. Also for 2024, we provided a credit into the Restoration Retirement Account Feature equal to 3% of the participant's eligible pay (base salary and annual incentives paid) in excess of the annual compensation limit.
Participants become vested with respect to the Restoration Plan's 401(k) Savings Feature and Restoration Retirement Account Feature account balances as of the earlier of reaching age 60 or attaining three years of "future service."
Eligible executives, including our NEOs, have the opportunity to request that their Restoration Plan contribution credits (balances) be invested in or track a diverse array of generally available mutual fund investment options.
2024 Non-Qualified Deferred Compensation Table
| Plan |
Executive
Contributions
in Last FY
($)
|
Registrant
Contributions
in Last FY
($)(1)
|
Aggregate
Earnings in
Last FY
($)
|
Aggregate
Withdrawals/
Distributions
($)
|
Aggregate
Balance at
Last FYE
($)(2)
|
|||||||||||||||
| Restoration Plan | - | 258,446 | 241,512 | - | 2,167,875 | |||||||||||||||
| Restoration Plan | - | 84,015 | 65,095 | - | 601,341 | |||||||||||||||
| Restoration Plan | - | 52,655 | 26,172 | - | 263,358 | |||||||||||||||
| Restoration Plan | - | 34,511 | 38,064 | - | 298,428 | |||||||||||||||
| Restoration Plan | - | 27,360 | 13,135 | - | 133,445 | |||||||||||||||
|
2025PROXY STATEMENT
|
57
|
||||
(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.
|
58
|
ENACT | ||||
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.
|
2025PROXY STATEMENT
|
59
|
||||
•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.
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60
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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.
| 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 | ||||||||||||||||||||||||||||||
(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 the2024 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
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2025PROXY STATEMENT
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|
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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.
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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.
| 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 | ||||||||||||||||||
(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.
|
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 |
$8,022,339 | $862,720 | ||||||||||||||||||
| Plus, the Change in Fair Value from Prior Year End to 2024 Year End for Awards Granted in |
$4,846,425 | $592,739 | ||||||||||||||||||
| Plus, the Change in Fair Value from Prior Year End to Vesting Date for Awards Granted in |
$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 | ||||||||||||||||||
(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.
|
2025PROXY STATEMENT
|
63
|
||||
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.
Compensation Actually Paid versus Total Shareholder Return
| Average Non- |
Peer TSR | Enact TSR | |||||||||||||||||||||
Compensation Actually Paid versus Net Income
| Average Non- |
Net Income | ||||||||||||||||
|
64
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Compensation Actually Paid versus Book Value Per Share
| Average Non- |
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 Retuon Equity
|
2025PROXY STATEMENT
|
65
|
||||
Audit Matters
| 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
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,
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
Based on this evaluation, the members of the Audit Committee and our Board of Directors believe that the continued retention of
We are asking our stockholders to ratify the selection of
|
|||||
|
The Board of Directors recommends that stockholders voteFORthe ratification of the selection of
|
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|
66
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AUDIT MATTERS
Approval of Audit and Non-Audit Services
We understand the need for KPMG to maintain objectivity and independence in its audit of our consolidated financial statements. As required by the Audit Committee's charter and applicable SEC and PCAOB rules and regulations, the Audit Committee pre-approves all audit, audit-related, tax, and other permitted non-audit services performed by KPMG , including the amount of fees payable for such services. Certain audit and audit-related services and fees are pre-approved by the Audit Committee on an annual basis in connection with the engagement of KPMG as the Corporation's independent registered public accounting firm for the fiscal year. Any other audit, audit-related and permitted non-audit services, and all tax services must be specifically pre-approved by the Audit Committee.
Auditor Fees
The aggregate KPMG fees for professional services rendered in or provided for 2024 and 2023 were:
| 2024 | 2023 | ||||||||||||||||
| Type of Fees | (in thousands) | (in thousands) | |||||||||||||||
|
Audit Fees(1)
|
$ | 1,952 | $ | 1,638 | |||||||||||||
|
Audit-Related Fees(2)
|
324 | 310 | |||||||||||||||
|
Tax Fees(3)
|
- | - | |||||||||||||||
|
All Other Fees(4)
|
141 | 101 | |||||||||||||||
| Total | $ | 2,417 | $ | 2,049 | |||||||||||||
(1)Fees for services to perform an audit or review in accordance with either the standards of the PCAOB or similar bodies in other countries, or generally accepted auditing standards and services that generally only Enact's independent registered public accounting firm can reasonably provide, such as the audit of Enact's consolidated financial statements included in public offerings or filings, the review of the financial statements included in our Quarterly Reports on Form 10-Q, and for services that are normally provided by accountants in connection with statutory and regulatory filings or engagements.
(2)Fees for assurance and related services that are traditionally performed by Enact's independent registered public accounting firm, such as audit and related services for employee benefit plan audits, internal control reviews, document production requests, attest services not required by statute or regulation, and consultation concerning financial accounting and reporting standards.
(3)Fees for tax compliance, consultation and planning services. Tax compliance generally involves preparation of original and amended tax returns, claims for refunds, tax payment planning services and assistance with tax audits and filing appeals. Tax consultation and tax planning encompass a diverse range of services, including assistance in connection with tax advice related to mergers and acquisitions, employee benefit plans and requests for rulings or technical advice from taxing authorities.
(4)Fees not considered audit or audit-related, such as actuarial services.
Report of the Audit Committee
We have reviewed and discussed the Corporation's audited financial statements with management, who has primary responsibility for the financial statements. KPMG LLP ("KPMG"), the Corporation's independent registered public accounting firm for 2025, is responsible for expressing an opinion on the conformity of the Corporation's audited financial statements with U.S. generally accepted accounting principles. The Committee has discussed with KPMG the matters required to be discussed under the applicable requirements of the PCAOB and the SEC . The Committee has received the written disclosures and letters from KPMG in accordance with PCAOB Rule 3526,Communication with Audit Committees Concerning Independence, regarding the independent accountant's communications with the Audit Committee concerning independence, and the Committee discussed with KPMG that firm's independence. The Committee also concluded that KPMG's provision of audit and non-audit services, as described in the previous section, to the Corporation and its affiliates is compatible with KPMG's independence.
Based on the review and discussions referred to above, the Committee recommended to our Board of Directors that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 for filing with the SEC . This report is provided by the following independent directors, who constitute the Committee:
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2025PROXY STATEMENT
|
67
|
||||
Information About Our Stock
Ownership of Enact Common Stock
The following table sets forth information as of March 19, 2025, except as indicated in the footnotes to the table, regarding the beneficial ownership of our common stock by:
•all persons (including any "group" as that term is used in Section 13(d)(3) of the Exchange Act) known by us to own beneficially more than 5% of any class of our common stock (based on the most recently available information filed with the SEC );
•the NEOs included in the 2024 Summary Compensation Table above;
•each of our current directors and director nominees; and
•all directors and executive officers as a group.
Beneficial ownership is determined in accordance with the rules of the SEC . Except as indicated in the footnotes to the table, each of the directors, and executive officers possesses sole voting and investment power with respect to all shares set forth opposite his or her name. As of March 19, 2025, there were 151,391,312 shares of common stock outstanding and no shares of any other class of voting securities outstanding.
The address of each director and executive officer listed below is c/o Enact Holdings, Inc. , 8325 Six Forks Rd. Raleigh, NC 27613.
| Beneficial Ownership |
Other Non-
Management
director Stock-
Based Holdings(1)
|
||||||||||
|
Number of Shares
|
Percentage | ||||||||||
|
|
122,751,166 | 81.1 | % | ||||||||
| 402,650 | * | ||||||||||
| 104,375 | * | ||||||||||
| 33,461 | * | ||||||||||
| 33,771 | * | ||||||||||
| 29,746 | * | ||||||||||
| - | * | ||||||||||
| 5,000 | * | ||||||||||
| 10,000 | * | 44,827 | |||||||||
| 5,000 | * | 21,292 | |||||||||
| 6,000 | * | 25,272 | |||||||||
| - | * | 25,272 | |||||||||
| - | * | - | |||||||||
| 25,000 | * | 25,272 | |||||||||
| Debra W. Still | 5,000 | * | 25,272 | ||||||||
| 5,000 | * | 25,272 | |||||||||
| 5,000 | * | 25,272 | |||||||||
|
All directors and executive officers as a group (16 persons)(3)
|
670,003 | * | |||||||||
(1)Represents DSUs held by the non-management directors that settle in shares of common stock beginning one year after the director leaves the Board in a single payment or in payments over 10 years, at the election of the director, or earlier upon the death of the director. SeeCompensation of Directorssection for more information regarding DSUs.
(2)Information obtained solely by reference to the Form 4 filed with the SEC on March 3, 2025, by Genworth Holdings, Inc. ("Genworth"). Genworth reported that it beneficially owns 122,751,166 shares, has sole power to vote or direct the vote of 122,751,166 shares and that it has sole power to dispose or to direct the disposition of 122,751,166 shares. The address for Genworth is 11011 West Broad Street, Glen Allen, VA 23060.
(3)Represents ownership by all current directors and executive officers.
|
68
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INFORMATION ABOUT OUR STOCK
Equity Compensation Plan Information
The following table gives information as of December 31, 2024 about common stock that may be issued under the 2021 Plan. We do not have any equity compensation plans that have not been approved by our stockholders.
| Plan Category |
(a) Number of
Securities to be Issued
Upon Exercise of
Outstanding Options,
Warrants and Rights(1)
|
(b) Weighted-Average Exercise Price of outstanding Options, Warrants and Rights |
(c) Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(Excluding Securities
Reflected in Column(a)(2)
|
||||||||
| Equity Compensation Plans Approved by Stockholders | 1,398,066 | __ | 2,816,785 | ||||||||
(1)Includes shares issuable pursuant to the settlement of RSUs, PSUs, and DSUs.
(2)Reflects shares reserved and available for future issuance under the 2021 Plan.
|
2025PROXY STATEMENT
|
69
|
||||
Questions and Answers about the 2025 Annual Meeting and Proxy Voting
What matters are to be voted on at the 2025 Annual Meeting?
Enact intends to present the following proposals for stockholder consideration and voting at the 2025 Annual Meeting:
1.to elect the eleven nominees named in this Proxy Statement as directors to serve until the next annual meeting;
2.to approve, on an advisory basis, the compensation of our NEOs;
3.to ratify the selection of KPMG as our independent registered public accounting firm for 2025; and
4.to transact such other business as may properly come before the 2025 Annual Meeting or any adjournment or postponement thereof.
What is the recommendation of the Board of Directors with respect to each proposal?
The Board of Directors recommends votes:
•FORALLeleven nominees named in this Proxy Statement standing for election as directors;
•FORthe approval, on an advisory basis, of the compensation of our NEOs; and
•FORthe ratification of the selection of KPMG as our independent registered public accounting firm for 2025.
Will any other matters be presented for a vote at the 2025 Annual Meeting?
At this time, we are not aware of any other matters that will be presented for a vote at the 2025 Annual Meeting. However, if another matter were to be properly presented, the proxies would use their own judgment in how to vote on that matter.
Who is entitled to vote at the 2025 Annual Meeting?
All holders of our Common Stock, par value $0.01 (our "common stock"), issued and outstanding at the close of business on March 19, 2025 (the "record date") are entitled to vote at the 2025 Annual Meeting. As of the record date, there were 151,391,312 shares of our common stock issued and outstanding. Each share outstanding on the record date will be entitled to one vote.
How will the Virtual 2025 Annual Meeting be conducted?
The meeting will be conducted virtually and will include management remarks and a question and answer session. All stockholders of record on March 19, 2025 are invited to participate in the meeting. We intend to structure our virtual meeting to provide stockholders similar opportunities to participate as if the meeting were held in person, including the ability to vote shares electronically during the meeting, view the list of registered stockholders during the meeting, and submit written questions, in advance or during the annual meeting, in accordance with the rules of conduct for the meeting.
The agenda and additional information regarding the rules and procedures for participating in the virtual Annual Meeting will be provided during the meeting on the meeting website.
Only stockholders that enter a valid control number, which was included with your proxy materials, and name will be allowed to vote and submit up to three (3) written questions. Questions relevant to meeting matters will be answered during the meeting, to emulate an in-person question and answer session. A recording of the entire meeting will be posted on the investor page of our website.
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QUESTIONS AND ANSWERS ABOUT THE 2024 ANNUAL MEETING AND PROXY VOTING
What will I need to attend the 2025 Annual Meeting?
If you are a Enact stockholder, you may attend the 2025 Annual Meeting, vote, and submit a question during the 2025 Annual Meeting by visitingwww.virtualshareholdermeeting.com/ACT2025and using your 16-digit control number, which was included with your proxy materials, and name to enter the meeting.
If you are a beneficial stockholder who owns common stock in street name, meaning through a bank, broker or other nominee, and your voting instruction form or notice of internet availability indicates that you may vote those shares through thehttp://www.proxyvote.comwebsite, then you may attend the 2025 Annual Meeting using the 16-digit control number indicated on that voting instruction form or notice of internet availability. Otherwise, stockholders who hold their shares in street name should contact their bank, broker or other nominee and obtain a "legal proxy" in order to be able to attend the 2025 Annual Meeting.
How do I vote my shares?
Record Holders. Stockholders of record may vote their shares at the 2025 Annual Meeting, or may submit a proxy to cause their shares to be represented and voted at the 2025 Annual Meeting. Stockholders of record may grant a proxy with respect to their shares by mail, by telephone or by Internet. Granting a proxy by telephone or by Internet will be available through 11:59 p.m. Eastetime on May 13, 2025. Voting instructions appear on your proxy card. If you grant a proxy by telephone or by Internet, please have your proxy card available.
Beneficial Holders. If you are the beneficial owner, but not the record owner, of our common stock, you will receive instructions about voting from the bank, broker or other nominee that is the stockholder of record of your shares. Your ability to vote over the Internet or by telephone depends on the voting procedures of your bank, broker or other nominee.
Retirement Plan Holders. If you hold shares of our common stock through the Retirement and Savings Plan, you will receive instructions about how to direct the trustee of your plan to vote your shares. Please review these voting instructions to determine your ability to vote over the Internet or by telephone.
Proxies or voting instruction forms submitted by mail, telephone, or Internet will be voted in the manner indicated by the individuals named on the proxy or the voting instruction form.
What if I sign and retumy proxy or voting instructions but do not specify how to vote my shares?
Record Holders. If you submit a proxy but do not specify how your shares are to be voted, the proxies will vote your shares:
•FOR ALLthe election of the eleven nominees named in this Proxy Statement as directors;
•FORthe approval, on an advisory basis, of the compensation of our NEOs; and
•FORthe ratification of the selection of KPMG as our independent registered public accounting firm for 2025.
Beneficial Holders. If you submit a voting instruction form to your bank, broker or other nominee but do not specify how to vote your shares, your shares may be voted in the bank, broker or other nominee's discretion with respect to the ratification of KPMG but such shares will not be voted with respect to the election of directors or the proposal to approve, on an advisory basis, the compensation of our NEOs.
Retirement Plan Holders. If you hold your shares through the Retirement and Savings Plan and submit your voting instruction form but do not specify how to vote your shares, the shares credited to your account will be voted by the trustee in the same proportion that it votes shares in other accounts for which it received timely instructions.
May I change or revoke my proxy after it is submitted?
Yes, you may change or revoke your proxy before the 2025 Annual Meeting by:
•subsequently granting a proxy by telephone or by Internet;
•returning a later-dated proxy card;
•sending your notice of revocation to our Corporate Secretary; or
•attending the 2025 Annual Meeting and voting electronically.
If you submit your changed proxy or revocation by telephone or by Internet, it must be received by 11:59 p.m. Eastetime on May 13, 2025. If you submit your changed proxy or revocation by another method specified above, it must be received before the polls close for voting. Attendance at the meeting alone will not revoke a previously submitted proxy. A beneficial stockholder who owns common stock in street name, meaning through a bank, broker or other nominee, should contact that entity to revoke a previously given proxy.
What is a quorum?
In order for business to be conducted at the 2025 Annual Meeting, a quorum must be present. A quorum will be present if stockholders of record holding a majority in voting power of the outstanding shares of stock entitled to vote at the meeting are present or are represented by proxies.
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2025PROXY STATEMENT
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QUESTIONS AND ANSWERS ABOUT THE 2024 ANNUAL MEETING AND PROXY VOTING
What vote is required for the items of business at the 2025 Annual Meeting?
Holders of our common stock will vote as a single class and will be entitled to one vote per share with respect to each matter to be presented at the 2025 Annual Meeting.
Election of directors. Under our Bylaws, each of the nominees for director receiving a plurality of votes cast by holders of our common stock at the meeting or by proxy shall be elected to our Board of Directors.
The Board of Directors has proposed eleven nominees for election. No other nominees for election to the Board of Directors have been submitted for election in accordance with the Bylaws.
Advisory vote to approve named executive officer compensation. The affirmative vote of the holders of a majority of shares of our common stock present at the meeting or by proxy and entitled to vote on the matter is required for the non-binding, advisory vote to approve the compensation of our NEOs. The vote is advisory, and therefore not binding on the Corporation, the Compensation Committee, or our Board of Directors. However, the Compensation Committee will review the voting results and take them into consideration when making future decisions regarding executive compensation as it deems appropriate.
Ratification of the selection of KPMG as our independent registered public accounting firm for 2025. The affirmative vote of the holders of a majority of shares of our common stock present at the meeting or by proxy and entitled to vote on the matter is required for the ratification of the selection of KPMG as our independent registered public accounting firm for 2025.
How are abstentions and broker non-votes counted?
Directors will be elected by a plurality of votes cast, as provided under our Bylaws. Abstentions will not be counted in determining whether a director has received a plurality of the votes cast for his or her election. Abstentions will have the same effect as votes "against" the advisory vote to approve NEO compensation, and the proposal to ratify the selection of KPMG as our independent registered public accounting firm for 2025.
If a bank, broker, or other nominee returns a proxy card indicating that it does not have discretionary authority to vote as to a particular matter ("broker non-votes"), those shares will be treated as not entitled to vote on that matter. Broker non-votes do not count as votes cast or entitled to vote on the matter and, therefore, will not be counted in determining whether a director has received a plurality of the votes cast for his or her election, and will have no effect on the advisory vote to approve NEO compensation.
We expect no broker non-votes with respect to the ratification of the selection of KPMG as our independent registered public accounting firm for 2025 since we expect brokers will be permitted to vote uninstructed shares as to such matter. Even with respect to matters where brokers may otherwise have ability to exercise discretionary voting, some brokers are choosing not to exercise discretionary voting authority.
Abstentions and broker non-votes will be counted as shares present for purposes of determining whether a quorum is present.
Who counts the votes?
The Board will retain an independent tabulator to receive and tabulate the proxies and appoint an independent inspector of election to certify the results.
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QUESTIONS AND ANSWERS ABOUT THE 2024 ANNUAL MEETING AND PROXY VOTING
Who will pay the costs for soliciting proxies for the 2025 Annual Meeting?
This solicitation is being made by the Board and the Corporation will pay all costs for soliciting proxies for the 2025 Annual Meeting. Proxies will be solicited by the Board of Directors by mail, telephone, or other electronic means and we will pay the solicitation costs. Copies of proxy materials and of the 2024 Annual Report will be supplied to brokers, dealers, banks and voting trustees, or their nominees, for the purpose of soliciting proxies from beneficial owners, and we will reimburse such record holders for their reasonable expenses.
What is the deadline for submission of stockholder proposals for the 2026 Annual Meeting?
The rules of the SEC establish the eligibility requirements and the procedures that must be followed for a stockholder's proposal to be included in a public company's proxy materials. Pursuant to those rules, any proposal for inclusion in
Enact's proxy materials for an annual meeting held in 2026 (the "2026 Annual Meeting") would have to be received at our principal executive offices at 8325 Six Forks Rd., Raleigh, NC 27615, on or before the close of business on November 28, 2025.
In addition, our Bylaws establish an advance notice procedure with regard to director nominations and other business proposals by stockholders intended to be presented at our 2025 Annual Meeting. For these nominations or other business proposals to be properly brought before the meeting by a stockholder, assuming the 2025 Annual Meeting occurs on a date that is not more than 30 days before or 70 days after, for director nominations, or 60 days after, for other business proposals, the anniversary of the 2025 Annual Meeting, the stockholder must deliver written notice to us no earlier than the close of business on January 14, 2026, nor later than the close of business on February 13, 2026. Such nominations and other business proposals must comply with all requirements set forth in our Bylaws. Our Bylaws (which, for nominations, includes information required under Rule 14a-9) provide that business proposals that comply with all rules and requirements of the SEC and are included in our proxy statement are deemed to comply with the advance notice procedures in our Bylaws.
All notices of intention to present director nominations or other business proposals at the 2026 Annual Meeting, whether or not intended to be included in our proxy materials, should be addressed to: Corporate Secretary, Enact Holdings, Inc. , 8325 Six Forks Rd. Raleigh, NC 27615.
Where can I find the voting results of the 2025 Annual Meeting?
The preliminary voting results are expected to be announced at the 2025 Annual Meeting. In addition, within four business days following the 2025 Annual Meeting, we intend to file the final voting results with the SEC on Form 8-K. To view the results, go towww.enactmi.com, select "About Us", select "Investors," then select "Financials and Filings" and finally select "2025 Annual Meeting Results."
May I request electronic delivery of proxy statements and annual reports in the future?
Stockholders of record may elect to receive future proxy statements and annual reports electronically by providing consent to electronic delivery online at www.proxyvote.com. Should you choose to receive your proxy materials electronically, your choice will remain in effect until you notify Enact or Broadridge Financial Solutions, Inc. , in accordance with applicable law, that you wish to resume mail delivery of these documents. If you hold your Enact common stock through a bank, broker, or other nominee, refer to the information provided by that entity for instructions on how to receive your proxy materials electronically.
Where can I view this Proxy Statement and Enact's 2024 Annual Report electronically?
This Proxy Statement and Enact's 2024 Annual Report may be viewed online atwww.proxyvote.com.
How can I get a copy of Enact's Annual Report on Form 10-K?
To obtain a copy of Enact's 2024 Annual Report, which includes our Form 10-K for the fiscal year ended December 31, 2024, without charge, address your request to Investor Relations , Enact Holdings, Inc. , 8325 Six Forks Rd., Raleigh, NC 27615.In addition, the 2024 Annual Report may be accessed at our website. To view, go towww.enactmi.com, select "Investors," then select "SEC Filings" and finally select "Annual Reports." Our Form 10-K for the fiscal year ended December 31, 2024 also may be accessed at the SEC's website atwww.sec.gov.
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2025PROXY STATEMENT
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Other Information
Voting
Your vote is important. We encourage you to participate in the 2025 Annual Meeting, either by attending and voting or by voting through other acceptable means. Whether or not you plan to attend the 2025 Annual Meeting, please take the time to vote your shares as soon as possible. You can ensure that your shares are voted at the meeting by submitting your proxy by telephone, by Internet or by completing, signing, dating, and returning the proxy card (or voting instruction form, if you hold your shares through a broker, bank or other nominee). Submitting your proxy by any of these methods will not affect your right to attend the meeting and vote. A stockholder who gives a proxy may revoke it by voting at the 2025 Annual Meeting, by delivering a subsequent proxy or by notifying Enact's Corporate Secretary in writing of such revocation. Attendance at the meeting alone will not revoke a previously submitted proxy.
Each share of common stock issued and outstanding as of the record date is entitled to one vote for each director nominee and one vote for each of the other proposals properly presented at the meeting. Your vote is important, and we urge you to vote.
Meeting Admission
If you plan to attend the 2025 Annual Meeting, please follow the instructions beginning on page 2 of the accompanying Proxy Statement.
2024 Annual Report
A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 accompanies this Proxy Statement.
Date of Distribution
This Proxy Statement is furnished in connection with the solicitation of proxies by Enact on behalf of the Board of Directors for the 2025 Annual Meeting. The Notice of 2025 Annual Meeting of Stockholders, the Proxy Statement and proxy card are first being made available or mailed to stockholders on or about April 1, 2025.
Internet Availability of Proxy Materials
We are making this Proxy Statement and our 2024 Annual Report, which includes our Form 10-K for the fiscal year ended December 31, 2024 (the "2024 Annual Report"), available to our stockholders on the Internet. We mailed to many of our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials, including this Proxy Statement and our 2024 Annual Report. The Notice of Internet Availability of Proxy Materials also provides instructions on how to vote online, by mail or by telephone. If you received a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy materials in the mail unless you specifically request these materials.
Other stockholders, in accordance with their prior requests, have received e-mail notification of how to access our proxy materials and vote online, or have been mailed paper copies of our proxy materials and a proxy card (or a voting instruction form from their broker, bank or other nominee).
Internet distribution of proxy materials is designed to expedite receipt by stockholders, lower the costs associated with our 2025 Annual Meeting, and reduce the environmental impact of our 2025 Annual Meeting. However, if you received a Notice of Internet Availability of Proxy Materials by mail and would like to receive a printed copy of our proxy materials, please follow the instructions for requesting such materials contained on the Notice of Internet Availability of Proxy Materials. If you have previously elected to receive our proxy materials electronically, you will continue to receive these materials via e-mail unless you elect otherwise.
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Disclaimer
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