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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  x

Filed by a Party other than the Registrant  ¨

Check the appropriate box:

Genworth Financial, Inc.

(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 the appropriate box):

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		6620 West Broad Street     Richmond, Virginia 23230

April 11, 2013

Dear Stockholder,

You are invited to attend the 2013 Annual Meeting of Stockholders of Genworth Financial, Inc. to be held at 2:00 p.m. local time on Wednesday, May 15, 2013, at The Westin Richmond, 6631 West Broad Street, Richmond, Virginia 23230.

The Annual Meeting will include a report on our business operations, discussion and voting on the matters set forth in the accompanying Notice of 2013 Annual Meeting of Stockholders and Proxy Statement, and discussion and voting on any other business matters properly brought before the meeting.

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

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NOTICE OF 2013 ANNUAL MEETING OF STOCKHOLDERS

2:00 p.m., May 15, 2013

The Westin Richmond

6631 West Broad Street

Richmond, Virginia 23230

April 11, 2013

To the Stockholders:

NOTICE IS HEREBY GIVEN that Genworth Financial, Inc.’s 2013 Annual Meeting of Stockholders will be held at The Westin Richmond, 6631 West Broad Street, Richmond, Virginia 23230, on Wednesday, May 15, 2013, at 2:00 p.m. local time, to address all matters that may properly come before the Annual Meeting. In addition to receiving a report on our business operations, stockholders will be asked:

Stockholders of record at the close of business on April 4, 2013 will be entitled to vote at the meeting and any adjournments.

Distribution to stockholders of this proxy statement and a proxy card is scheduled to begin on or about April 11, 2013.

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CONTENTS

• To be voted on at the meeting

Every stockholder’s vote is important. Please complete, sign,

date and return your proxy card, or submit your

proxy by telephone or by Internet.

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NOTE REGARDING THIS PROXY STATEMENT

As previously announced, on April 1, 2013, we completed a holding company reorganization in connection with a comprehensive capital plan for our U.S. Mortgage Insurance segment, which is discussed in further detail in the Compensation Discussion and Analysis section of this proxy statement. Pursuant to the reorganization, the public holding company historically known as “Genworth Financial, Inc.” (now renamed Genworth Holdings, Inc.) became a direct, wholly-owned subsidiary of a new public holding company that we formed and that now has been renamed Genworth Financial, Inc. In connection with the reorganization, all the stockholders of the old Genworth public holding company immediately prior to the completion of the reorganization automatically became stockholders of the newly-formed public holding company, owning the same number of shares of stock in the new public holding company that they owned in the old public holding company immediately prior to the reorganization. In addition, the Board of Directors of the new public holding company and its Audit Committee, Management Development and Compensation Committee, Nominating and Corporate Governance Committee and Legal and Public Affairs Committee are composed of exactly the same members as the Board of Directors, Audit Committee, Management Development and Compensation Committee, Nominating and Corporate Governance Committee and Legal and Public Affairs Committee of the old public holding company prior to the reorganization.

Accordingly, references to “we,” “Genworth,” the “company” or “our” in this proxy statement have the following meanings:

The Board of Directors of the new public holding company and its Audit Committee, Management Development and Compensation Committee and Nominating and Corporate Governance Committee have ratified and approved all actions previously taken by the Board of Directors of the old public holding company and its Audit Committee, Management Development and Compensation Committee and Nominating and Corporate Governance Committee, respectively, with respect to the 2013 Annual Meeting of Stockholders and this proxy statement and related matters.

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PROXY SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.

2013 Annual Meeting of Stockholders Information

2012 in Review—A Year of Transition

Rebuilding Stockholder Value

Leadership Transition

2012 Performance and Impact on Compensation

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Voting Matters and Board Recommendations

Our Director Nominees

The table below sets forth information about our director nominees, each of which is an incumbent member of our Board, including their ages, length of service on our Board, relevant experience and Board committee memberships.

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Our Corporate Governance Facts

Our Executive Compensation Philosophy and Practices

Our executive compensation program utilizes a balanced mix of base salary, annual and long-term incentives and customary benefits to attract and retain highly qualified executives, and maintains a strong relationship between executive pay and company performance. As evidenced by the results of our “say-on-pay” votes at both our 2011 and 2012 Annual Meetings of Stockholders, with over 94% and 93%, respectively, of shares represented in person or by proxy at the meeting voting in favor, we believe that stockholders have indicated strong support for the structure and execution of our named executive officer compensation program.

Highlights of our named executive officer compensation program, as described in the Compensation Discussion and Analysis section, include:

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ELECTION OF DIRECTORS

Currently, ten directors serve on our Board of Directors, the terms for whom all expire at the Annual Meeting. One of our current directors, Mr. Steven W. Alesio, will not stand for re-election at the Annual Meeting. Our Board of Directors adopted a resolution in April 2013 setting the size of the Board of Directors at nine members, effective as of the Annual Meeting. Accordingly, at the Annual Meeting, nine directors are to be elected to hold office until the 2014 Annual Meeting and until their successors have been duly elected and qualified or until the earlier of their resignation or removal in a manner provided for in the Bylaws. Working through its Nominating Committee, our Board of Directors continues to evaluate the optimal size for the Board and will continue to consider the addition of one or more independent directors to the Board.

The nine nominees for election at the Annual Meeting are listed on pages 8 to 12 with brief biographies and descriptions of their qualifications and skills to serve as our directors. See the Board of Directors and Committees—Board Composition section for a description of how our directors’ blend of backgrounds benefits our company. The Board of Directors has determined that eight of the nine nominees are independent directors under the New York Stock Exchange (“NYSE”) 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 of Directors 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.

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		William H. Bolinder, 69, former President, Chief Executive Officer and a director of Acadia Trust N.A. Director since October 2010.   Mr. Bolinder retired in June 2006 from serving as President, Chief Executive Officer and a director of Acadia Trust N.A., positions he had held since 2003. He had previously been a member of the Group Management Board for Zurich Financial Services Group from 1994 to 2002. Mr. Bolinder joined Zurich American Insurance Company, USA in 1986 as Chief Operating Officer and became Chief Executive Officer in 1987. He has been a director of Endurance Specialty Holdings Ltd. since December 2001 and became the non-executive Chairman of the Board in March 2011. Mr. Bolinder also previously served as a director of Quanta Capital Holding Ltd. from January 2007 to October 2008. Mr. Bolinder has also served on the board of the American Insurance Association, American Institute for Chartered Property Casualty Underwriting, Insurance Institute for Applied Ethics, Insurance Institute of America, Insurance Services Office, Inc. and the National Association of Independent Insurers. Mr. Bolinder received a B.S. in Business Administration from the University of Massachusetts, Dartmouth.   Qualifications: Mr. Bolinder offers extensive experience in the insurance and financial services industry, including a combined 16 years serving in various positions with one of the world’s largest insurance companies and its U.S. subsidiary, and three years as president, chief executive officer and director of an investment advisory and trustee company. Mr. Bolinder’s current and former directorships with underwriters of specialty lines of insurance and reinsurance provide valuable knowledge regarding the international financial services sector.
		G. Kent Conrad, 65, former U.S. Senator. Director since March 2013.   Sen. Conrad served as a U.S. Senator representing the State of North Dakota from January 1987 to January 2013. He served as the Chair of the Senate Budget Committee from 2006 until his retirement. Prior to serving in the U.S. Senate, Sen. Conrad served as the Tax Commissioner for the State of North Dakota from 1981 to 1986 and as Assistant Tax Commissioner from 1974 to 1980. Sen. Conrad holds an A.B. degree in Political Science from Stanford University and an M.B.A. degree from George Washington University.   Qualifications: Sen. Conrad’s experience as a U.S. Senator, including serving as Chair of the Senate Budget Committee for approximately six years, provides the Board with information and insight into fiscal affairs, governmental relations and legislative and regulatory issues.

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		Nancy J. Karch, 65, former Senior Partner of McKinsey & Company. Director since October 2005.   Ms. Karch was a Senior Partner of McKinsey & Company, an independent consulting firm, from 1988 until her retirement in 2000. Prior thereto, Ms. Karch served in various executive capacities at McKinsey since 1974. She has served as a director of Kimberly-Clark Corp. since June 2010, Fifth & Pacific Companies, Inc. (formerly Liz Claiborne, Inc.) since January 2000, MasterCard Incorporated since January 2007, and CEB (Corporate Executive Board, Inc.) since October 2001. Ms. Karch is also on the board of the Westchester Land Trust and Northern Westchester Hospital, both not-for-profit organizations. Ms. Karch received a B.A. in Mathematics from Cornell University, an M.S. in Mathematics from Northeastern University and an M.B.A. from Harvard Business School.   Qualifications: Ms. Karch, based on her 26 years at a global consulting firm, including 12 years as a Senior Partner, offers substantial expertise in the area of strategic and marketing issues. Ms. Karch also has substantial experience as a public company director.
		Thomas J. McInerney, 56, President and Chief Executive Officer of Genworth Financial, Inc. Director since January 2013.   Mr. McInerney has been our President and Chief Executive Officer since January 2013. Before joining our company, Mr. McInerney had served as a Senior Advisor at the Boston Consulting Group from June 2011 to December 2012, providing consulting and advisory services to leading insurance and financial services companies in the United States and Canada. Prior to that, Mr. McInerney spent 30 years working with ING Groep NV and Aetna Inc. From October 2009 to December 2010, Mr. McInerney was a member of ING Groep’s Management Board for Insurance, where he was the Chief Operating Officer for ING’s insurance and investment management businesses worldwide. From April 2006 to October 2009, he was the Chairman and Chief Executive Officer of ING Americas and a member of ING Groep’s Executive Board, where he led ING’s pension, retirement services, insurance and investment management businesses in the United States, Canada and seven countries in Latin America. From October 2001 to April 2006, he was the Chief Executive Officer of ING U.S. Financial Services, where he was the head of ING’s insurance, retirement services and mutual funds business in the United States, and from December 2000 to October 2001, he was Chief Executive Officer of ING U.S. Worksite Financial Services, which focused on ING’s employer-sponsored services. In 2000, ING Groep acquired Aetna Financial Services, for which Mr. McInerney served as President from August 1997 to December 2000. Prior to that, he served in many leadership positions with Aetna, including Senior Vice President for Sales and National Accounts for Aetna U.S. Healthcare from April 1996 to August 1997 and Vice President of Strategy for Aetna Inc. from July 1995 to April 1996. Mr. McInerney began his career as an insurance underwriter with Aetna Casualty and Surety in June 1978. Mr. McInerney has been active with the American Council of Life Insurers and the Financial Services Roundtable, having served on each association’s board and Chief Executive Officer Committee. Mr. McInerney received a B.A. in Economics from Colgate University and an M.B.A. from the Tuck School of Business at Dartmouth College.   Qualifications: Mr. McInerney offers insight into the company from his current role as the President and Chief Executive Officer. He also brings extensive knowledge of the insurance and financial services industries gained through 30 years of experience serving in significant leadership positions with Aetna Inc. and ING Groep NV.

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		Christine B. Mead, 57, former Executive Vice President and Chief Financial Officer of Safeco Corporation. Director since October 2009.   Ms. Mead was the Executive Vice President and Chief Financial Officer of Safeco Corporation and the Co-President of the Safeco insurance companies from November 2004 until her retirement in December 2005. From January 2002 to November 2004, Ms. Mead served as Senior Vice President, Chief Financial Officer and Secretary of Safeco Corporation. Prior to joining Safeco in 2002, Ms. Mead served in various roles at Travelers Insurance Companies from 1989 to 2001, including Senior Vice President and Chief Financial Officer, Chief Accounting Officer, and Controller. Ms. Mead also served with Price Waterhouse LLP from 1980 to 1989, and with Deloitte Haskins & Sells in the United Kingdom from 1976 to 1980. Ms. Mead also serves as a trustee of the Idaho Chapter of The Nature Conservancy, a non-profit organization. Ms. Mead received a B.S. in Accounting from University College Cardiff, United Kingdom.   Qualifications: Ms. Mead brings experience as the former chief financial officer of a public company. She also worked for 16 years in the insurance industry, as well as 13 years for major accounting firms. Her international background adds a unique perspective to our Board.
		David M. Moffett, 61, former Chief Executive Officer and director of Federal Home Loan Mortgage Corporation. Director since December 2012.   Mr. Moffett was the Chief Executive Officer and a director of the Federal Home Loan Mortgage Corporation from September 2008 until his retirement in March 2009. Prior to this position, Mr. Moffett served as a Senior Advisor with the Carlyle Group LLC from May 2007 to September 2008. Mr. Moffett also served as the Vice Chairman and Chief Financial Officer of U.S. Bancorp from 2001 to 2007, after its merger with Firstar Corporation, having previously served as Vice Chairman and Chief Financial Officer of Firstar Corporation from 1998 to 2001 and as Chief Financial Officer of StarBanc Corporation, a predecessor to Firstar Corporation, from 1993 to 1998. Mr. Moffett has served as a director of eBay Inc. since July 2007 and CIT Group Inc. since July 2010. He also previously served on the boards of directors of MBIA Inc. from May 2007 to September 2008, The E.W. Scripps Company from May 2007 to September 2008 and Building Materials Holding Corporation from May 2006 to November 2008. Mr. Moffett also serves as a trustee on the boards of Columbia Fund Series Trust I and Columbia Funds Variable Insurance Trust, overseeing approximately 52 funds within the Columbia Funds mutual fund complex. He also serves as a trustee for the University of Oklahoma Foundation. Mr. Moffett holds a B.A. degree in Economics from the University of Oklahoma and an M.B.A. degree from Southern Methodist University.   Qualifications: Mr. Moffett has many years of experience as the chief financial officer of public financial services companies. He also has experience as the chief executive officer of an entity in the housing finance industry, including related public policy experience.

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		Thomas E. Moloney, 69, former Senior Executive Vice President and Chief Financial Officer of John Hancock Financial Services, Inc. Director since October 2009.   Mr. Moloney served as the interim Chief Financial Officer of MSC—Medical Services Company (“MSC”) from December 31, 2007 to March 31, 2008. He retired as the Senior Executive Vice President and Chief Financial Officer of John Hancock Financial Services, Inc. in December 2004. He had served in that position since 1992. Mr. Moloney served in various other roles at John Hancock Financial Services, Inc. during his tenure from 1965 to 1992, including Vice President, Controller, and Senior Accountant. Mr. Moloney also previously served as a director of MSC from 2005 to 2012 (MSC was acquired in 2012 and ceased to be a public company in 2008). Mr. Moloney is on the boards of Nashoba Learning Group and the Boston Children’s Museum (past Chairperson), both non-profit organizations. Mr. Moloney received a B.A. in Accounting from Bentley College and holds a Masters Professional Director Certification from the Corporate Directors Group.   Qualifications: Mr. Moloney provides almost 40 years of insurance industry and accounting experience, including having served as the chief financial officer of a public insurance company. He provides extensive knowledge of accounting and finance in regard to insurance products and industry trends.
		James A. Parke, 67, former Vice Chairman and Chief Financial Officer of GE Capital Services and former Senior Vice President of General Electric Company. Director since May 2004.   Mr. Parke retired as Vice Chairman and Chief Financial Officer of GE Capital Services and a Senior Vice President at General Electric Company (“GE”) in December 2005. He had served in those positions since 2002. From 1989 to 2002 he was Senior Vice President and Chief Financial Officer at GE Capital Services and a Vice President of GE. Prior thereto, from 1981 to 1989 he held various management positions in several GE businesses. He serves as a director of buildOn, a not-for-profit corporation. Mr. Parke received a B.A. in History, Political Science and Economics from Concordia College in Minnesota.   Qualifications: Mr. Parke offers extensive experience in the areas of finance, financial services and capital markets, gained in part through his 37 years of experience with GE and GE Capital, including having served as a former Vice Chairman and Chief Financial Officer of GE Capital, where he helped build GE’s financial and insurance businesses.

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		James S. Riepe, 69, Senior Advisor and former Vice Chairman of T. Rowe Price Group, Inc. Director since March 2006, Lead Director from February 2009 to May 2012 and Non-Executive Chairman of the Board since May 2012.   Mr. Riepe is a retired Vice Chairman and a Senior Advisor at T. Rowe Price Group, Inc. Mr. Riepe served as the Vice Chairman of T. Rowe Price Group, Inc. from 1997 until his retirement in December 2005. Prior to joining T. Rowe Price Group, Inc. in 1982, Mr. Riepe was an Executive Vice President of The Vanguard Group. Mr. Riepe has served as a director of The NASDAQ OMX Group, Inc. since May 2003 and LPL Financial Holdings Inc. since February 2008. Mr. Riepe also previously served as a director of T. Rowe Price Group, Inc. from 1981 to 2006 and as a director of 57 T. Rowe Price registered investment companies (mutual funds) until his retirement in 2006. He is a member of the University of Pennsylvania’s Board of Trustees. Mr. Riepe received a B.S. in Industrial Management, an M.B.A. and an Honorary Doctor of Laws degree from the University of Pennsylvania.   Qualifications: Mr. Riepe brings to the Board significant expertise in finance and investments, as well as extensive management and operating experience, gained through his role as a senior executive in the investment management industry, including 23 years with T. Rowe Price.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE

ELECTION OF MR. BOLINDER, SEN. CONRAD, MS. KARCH, MR. MCINERNEY, MS. MEAD,

MR. MOFFETT, MR. MOLONEY, MR. PARKE AND MR. RIEPE.

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CORPORATE GOVERNANCE

Governance Principles

Our Governance Principles are published on Genworth’s website, as are our other corporate governance materials, including the charters adopted by the Board for each of our standing committees and any key practices adopted by the committees. To view these materials, go to www.genworth.com, click “Investors” and then click “Corporate Governance.” The Board regularly reviews corporate governance developments and may modify these principles, charters and key practices as warranted. Any modifications will be reflected in the documents on Genworth’s website.

Meeting Attendance

The Board held 13 meetings during 2012. During 2012, each of our directors attended more than 75% of the aggregate of (1) the total number of meetings of the Board of Directors (held during the period for which he or she has been a director) and (2) the total number of meetings held by all committees of the Board on which he or she served (during the periods that he or she served). As set forth in the Governance Principles, directors are expected to attend the Annual Meeting. Six of our seven current directors who were serving at the time of our 2012 Annual Meeting of Stockholders attended the meeting.

Board Leadership Structure

Our Board of Directors functions in a collaborative fashion that emphasizes active participation and leadership by all of its members. As further described in our Governance Principles, the company’s business is conducted day-to-day by its officers, under the direction of its Chief Executive Officer (“CEO”) and the oversight of the Board, to enhance the long-term value of the company for its stockholders. Our bylaws require our Board of Directors to appoint a Chairman of the Board but give it the flexibility to appoint as Chairman (i) our CEO, (ii) an independent director or (iii) a non-independent director other than the CEO. Our Board of Directors determines who to appoint as our Chairman based on the knowledge and experience of the people then serving on our Board of Directors and as CEO and chooses the person whom it believes best meets the needs of our company at that time. In May 2012, our Board of Directors selected James S. Riepe, an independent director since 2006 and formerly our Lead Director, to serve as our Non-Executive Chairman of the Board. Our Board of Directors selected Mr. Riepe based on his service with and knowledge of our company and his significant leadership experience. In connection with the decision to appoint Mr. McInerney as our new CEO, our Board determined that maintaining separate CEO and Chairman of the Board positions is the appropriate leadership structure for the company at this time.

As more fully set forth in our Governance Principles, available on our website (to view, go to www.genworth.com, click “Investors,” then click “Corporate Governance,” then click “Governance Principles” and finally click “Governance Principles” again), the Non-Executive Chairman’s responsibilities and authority include:

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Role of Board in the Oversight of Risk

Our Board of Directors recognizes that, although risk management is primarily the responsibility of Genworth’s management, the Board plays a critical role in the oversight of risk. As a financial services 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 company’s overall risk assessment processes and management thereof. The Board as a whole discusses with management specific business risks as part of its regular reviews of the individual business units and also on a company-wide basis as part of its strategic reviews. The Board also utilizes its committees to oversee specific risks and receives regular reports from the committees on the areas of risk for which they have oversight. The Audit Committee has responsibility for oversight of risks associated with financial accounting and reporting, including the system of internal control. This oversight includes reviewing and discussing with management and the independent registered public accounting firm the company’s risk assessment process and management policies with respect to the company’s major financial risk exposures, including investments, and the procedures utilized by management to identify and mitigate the exposure to such risks. The Compensation Committee oversees the risks relating to compensation plans and programs, as well as management development and leadership succession in the company’s various business units. Our Nominating Committee is responsible for the oversight of risks relating to corporate governance. Our Legal and Public Affairs Committee oversees risks associated with litigation, legislative and regulatory changes and compliance policies and issues, as well as government relations and potential reputational risks. In addition, each of the Board’s committees has established a process to review the risks for which the committee has oversight and the related actions that mitigate these risks. We believe that our risk oversight structure is supported by our current Board leadership structure, with the Non-Executive Chairman of the Board working together with our independent Audit Committee and our other standing committees.

Director Independence

Our Board currently consists of ten directors, nine of whom are independent (as defined by our Governance Principles and NYSE listing standards) and one of whom is our CEO. For a director to be independent, the Board must determine that the director does not have any direct or indirect material relationship with Genworth. The Board has established guidelines to assist it in determining director independence, which conform to, or are more exacting than, the independence requirements of the NYSE. The independence guidelines are set forth in Section 4 of our Governance Principles, which are available on our website. In addition to applying these guidelines, the Board will consider all relevant facts and circumstances in making an independence determination. Our Board has determined that the purchase of Genworth products and services on the same terms available to unaffiliated entities or persons does not impair a director’s independence and therefore such purchases are not considered by our Board when making independence determinations. The Board has determined that Mr. Bolinder, Sen. Conrad, Ms. Karch, Ms. Mead, Mr. Moffett, Mr. Moloney, Mr. Parke and Mr. Riepe satisfy the NYSE’s independence requirements and Genworth’s independence guidelines. In addition, the Board has determined that Steven W. Alesio, who is currently serving on the Board but is not standing for re-election at the Annual Meeting, also satisfies the NYSE’s independence requirements and Genworth’s independence guidelines. In addition, the Board had previously determined that Risa J. Lavizzo-Mourey, who did not stand for re-election at the 2012 Annual Meeting, and J. Robert “Bob” Kerrey, who resigned from our Board on March 14, 2012, both satisfied the NYSE’s independence requirements and Genworth’s independence guidelines.

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In addition to the independence guidelines discussed above, members of the Audit Committee also must satisfy additional independence requirements established by the SEC and the NYSE. Specifically, they may not accept, directly or indirectly, any consulting, advisory or other compensatory fee from Genworth or any of its subsidiaries other than their directors’ compensation and they may not be affiliated with Genworth or any of its subsidiaries. The Board has determined that all the members of the Audit Committee satisfy the relevant SEC and NYSE independence requirements.

Code of Business Conduct and Ethics

All of our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting 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. If an actual or potential conflict of interest arises for a director, the director shall promptly inform the CEO. Our Code of Ethics is published in the corporate governance section of our website. To view our Code of Ethics, go to www.genworth.com, click “Investors,” then click “Corporate Governance,” then click “Code of Business Conduct & Ethics” and finally click “Genworth Code of Ethics.” Section 11 of our Governance Principles, which are available on our website, more fully addresses our Code of Ethics. Under our Governance Principles, the Board will not permit any waiver of any ethics policy for any director or executive officer. Within the time period required by the SEC and the NYSE, we will post on our website any amendment to our Code of Ethics.

BOARD OF DIRECTORS AND COMMITTEES

Board Composition

Our Board of Directors is composed of individuals with diverse experience at policy-making levels in business and government in areas that are relevant to the company’s global activities. Each director was nominated on the basis of the unique set of qualifications and skills he or she brings to the Board, as well as how those qualifications and skills blend with those of the others on the Board as a whole. See the Election of Directors section for a description of each director nominee’s qualifications and skills.

As a group, apart from Mr. McInerney, our board nominees include two former chief executive officers (Mr. Bolinder and Mr. Moffett), four former chief financial officers (Ms. Mead, Mr. Moffett, Mr. Moloney and Mr. Parke), three directors with a background in insurance (Mr. Bolinder, Ms. Mead and Mr. Moloney), two directors with a background in finance and investment management (Mr. Bolinder and Mr. Riepe), three with experience in mergers and acquisitions (Ms. Mead, Mr. Moloney and Mr. Parke), four with risk experience (Mr. Bolinder, Ms. Mead, Mr. Moloney and Mr. Parke), two with consumer marketing experience (Ms. Karch and Mr. Riepe), one with distribution experience (Ms. Karch), two with public policy experience (Sen. Conrad and Mr. Moffett) and one with housing finance experience (Mr. Moffett). The blend of our directors’ unique backgrounds ensures that issues facing the company are examined and addressed with the benefit of a broad array of perspectives and expertise.

Subject to the rights of the holders of any outstanding series of our preferred stock, our certificate of incorporation provides that the number of authorized directors of our company will be fixed from time to time by a resolution adopted by our Board of Directors, but will not be less than one nor more than 15. Our Governance Principles further state that the size of the Board should be in the range of seven to 15 directors. As discussed above, our Board of Directors has set the size of the Board of Directors at nine members, effective at the Annual Meeting, but continues to evaluate the optimal size for the Board and will continue to consider the addition of one or more independent directors to the Board.

Each director elected by the holders of our common stock will serve until the next annual meeting of stockholders 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 Bylaws. The holders of common stock do not have cumulative voting rights in the election of directors.

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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 Genworth Board and other directors should not serve on more than four other boards of public companies in addition to the Genworth Board.

Board Committees

The four standing committees of the Board are the Audit Committee, the Compensation Committee, the Nominating Committee and the Legal and Public Affairs Committee. These committees are described below. The Board has established written charters for each of its four standing committees. Our Board of Directors may also establish various other committees to assist it in carrying out its responsibilities.

The table below shows the current Board committee memberships and the number of meetings each committee held in 2012.

* Mr. McInerney, a non-independent director, does not serve on any standing committees of the Board.

+ Non-Executive Chairman of the Board

C = Committee Chair

X = Committee Member

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 under the applicable rules of the NYSE and the SEC. In addition, the Board has determined that all four of the Audit Committee’s current members, Ms. Mead and Messrs. Moloney, Parke and Riepe, are “audit committee financial experts,” as defined by SEC rules.

As more fully set forth in its charter, which can be found in the corporate governance section of our website (to view, go to www.genworth.com, click “Investors,” then click “Corporate Governance,” then click “Audit Committee” and finally click “Charter”), the Audit Committee is concerned primarily with the accuracy and effectiveness of the audits of our financial statements. The Audit Committee’s duties include:

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The Audit Committee has determined that in view of the increased demands and responsibilities of the committee, its members generally should not serve on more than two additional audit committees of other public companies. The Audit Committee’s report appears on page 68 of this proxy statement.

Management Development and Compensation Committee

The Compensation Committee consists solely of “independent” directors under the applicable rules of the NYSE. As more fully set forth in its charter, which can be found in the corporate governance section of our website (to view, go to www.genworth.com, click “Investors,” then click “Corporate Governance,” then click “Management Development and Compensation Committee” and finally click “Charter”), the Compensation Committee’s responsibilities include:

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 49 of this proxy statement. Additional information regarding the Compensation Committee’s processes and procedures for consideration of executive compensation is provided in the Compensation Discussion and Analysis section below.

Nominating and Corporate Governance Committee

The Nominating Committee consists solely of “independent” directors under the applicable rules of the NYSE. As more fully set forth in its charter, which can be found in the corporate governance section of our website (to view, go to www.genworth.com, click “Investors,” then click “Corporate Governance,” then click “Nominating and Corporate Governance Committee” and finally click “Charter”), the Nominating Committee’s responsibilities include:

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In 2012, the Nominating Committee was also designated to serve as the search committee for our new CEO.

The Nominating Committee makes recommendations to our Board of Directors of candidates for election to our Board, and our Board of Directors nominates director candidates and makes recommendations to our stockholders. This committee will consider all stockholder recommendations for candidates for the Board, which should be sent to the Nominating and Corporate Governance Committee, c/o Leon E. Roday, Secretary, Genworth Financial, Inc., 6620 West Broad Street, Building #1, Richmond, Virginia 23230.

The Nominating Committee believes all director nominees should meet certain qualifications and possess certain qualities or skills that, when considered in light of the qualities and skills of the other director nominees, assist the Board in overseeing the company’s operations and developing and pursuing its strategic objectives. The Nominating Committee believes each director nominee should at a minimum:

The Nominating Committee, as a matter of practice, takes diversity factors into account when considering potential director nominees. The company does not have a formal policy on Board diversity. The qualifications, qualities and skills required for directors are further set forth in Section 3 of Genworth’s Governance Principles, which are available on our website.

In addition to considering candidates suggested by stockholders, the Nominating Committee considers potential candidates recommended by current directors, company officers, employees and others. We have also engaged an outside search firm to assist us in identifying and evaluating potential director candidates. Sen. Conrad and Mr. Moffett were each evaluated as a candidate for the Board by our Nominating Committee at the suggestion of our outside search firm. The Nominating Committee considers all potential candidates regardless of the source of the recommendation and determines whether potential candidates meet our qualifications, qualities and skills for directors. Where there is an interest in a particular candidate, the Nominating Committee’s review is multi-faceted and typically includes a review of written materials regarding the candidate, due diligence performed internally and externally, a review of a completed candidate questionnaire and one or more interviews with members of the Nominating Committee.

Legal and Public Affairs Committee

The principal purpose of the Legal and Public Affairs Committee is to assist the Board in its oversight responsibilities relating to our practices and positions on corporate legal, regulatory and legislative issues, compliance and consumer policies and corporate citizenship initiatives that affect our stockholders, employees and customers. As more fully set forth in its charter, which can be found in the corporate governance section of our website (to view, go to www.genworth.com, click “Investors,” then click “Corporate Governance,” then click

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“Legal and Public Affairs Committee” and finally click “Charter”), the Legal and Public Affairs Committee’s responsibilities include:

Meetings of Non-Management and Independent Directors

Our independent directors met without management present at each regularly scheduled Board meeting during 2012. Our Governance Principles provide that the non-management directors will meet without management present at each regularly scheduled Board meeting. Mr. McInerney, our CEO, is currently the only employee of the company who serves on our Board. In addition, our Governance Principles provide that if the non-management directors include individuals who are not independent directors (whose independence is determined in accordance with the NYSE listing standards and our Governance Principles), then the independent directors on our Board will separately meet at least one time each year. The Board has determined that all of our current non-management directors are also independent directors. Our Governance Principles provide that the Non-Executive Chairman of the Board, currently Mr. Riepe, will preside at the meetings of the non-management directors and the independent directors; in the absence of Mr. Riepe, the non-management directors present will select an independent committee chair to preside at such session. The independent Non-Executive Chairman of the Board may periodically call meetings of the non-management and independent directors, including at the request of the non-management or independent directors.

Compensation of Directors

Pursuant to its charter, the Nominating Committee conducts an annual review of “non-management director” compensation and benefits and recommends any changes to the Board of Directors for the Board’s consideration. Non-management directors are those directors who are not executive officers of Genworth or its affiliates. Accordingly, all directors, other than Mr. McInerney, are regarded as non-management directors. Mr. McInerney does not receive any compensation for serving as a director. As part of its 2012 review, the Nominating Committee engaged Steven Hall & Partners, LLC to provide competitive market data and advice regarding non-management director compensation. Based on this review, the Nominating Committee did not recommend any changes to the company’s non-management director compensation and benefits program, except to approve additional compensation for the position of Non-Executive Chairman of the Board, which was established in May 2012.

The company’s compensation and benefits for non-management directors are as follows:

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Amounts payable to non-management directors are prorated for partial years of service.

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The following table sets forth information concerning compensation paid or accrued by us in 2012 to our non-management directors.

2012 Director Compensation Table

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Director Stock Ownership Policy

To help promote the alignment of the personal interests of the company’s directors with the interests of our stockholders, we have established a stock ownership policy for all non-management directors. Each non-management director is expected to hold at least $300,000 worth of Genworth common stock and/or DSUs while serving as a director of Genworth. This constitutes almost four times the portion of the annual retainer that is paid to a non-management director in cash (unless the director elects to receive DSUs rather than cash). Each non-management director has seven years from the date he or she becomes a non-management director to attain this ownership threshold. The DSUs held by the non-management directors settle in shares of common stock beginning one year after the director leaves the Board in a single payment or in payments over ten years, at the election of the director, or earlier upon the death of the director.

The following table shows the stock ownership as of March 1, 2013 of our non-management directors serving on that date, the percentage of the ownership threshold that they have reached, and the portion of the seven-year period that has elapsed in which the non-management director must attain enough stock to satisfy his or her ownership guideline. The value of each non-management director’s stock ownership is based on the closing price of our common stock on March 1, 2013 ($8.52).

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Anti-Hedging Policy

The company maintains an anti-hedging policy, which prohibits executive officers and directors from buying or selling options (puts or calls) on Genworth securities on an exchange or in any other organized market, and also prohibits certain forms of hedging or monetization transactions with respect to Genworth securities, such as prepaid variable forward contracts, equity swaps, collars, forward sale contracts and exchange funds. The company maintains this policy because hedging transactions, which might be considered short-term bets on the movement of the company’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.

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INFORMATION RELATING TO DIRECTORS, DIRECTOR NOMINEES, EXECUTIVE OFFICERS AND SIGNIFICANT STOCKHOLDERS

Ownership of Genworth Common Stock

The following table sets forth information as of March 1, 2013, except as indicated in the footnotes to the table, regarding the beneficial ownership of our common stock by:

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. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock issuable upon the exercise of stock options or SARs or upon the conversion of restricted stock units (“RSUs”) held by that person that are currently exercisable or convertible, or are exercisable or convertible within 60 days of March 1, 2013, are deemed to be issued and outstanding. These shares, however, are not deemed outstanding for purposes of computing percentage ownership of any other stockholder. The number of shares issuable upon exercise of SARs is calculated based on the excess of the closing price of our common stock on March 1, 2013 over the base price of the SARs. As of March 1, 2013, there were 492,715,023 shares of common stock outstanding and no shares of any other class of voting securities outstanding.

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The address of each current director and executive officer listed below is c/o Genworth Financial, Inc., 6620 West Broad Street, Richmond, Virginia 23230.

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Ownership of Genworth Canada Common Shares

In July 2009, Genworth MI Canada Inc. (“Genworth Canada”), our indirect, majority-owned subsidiary, completed the initial public offering of its common shares. As of March 1, 2013, we beneficially owned 57.4% of the common shares of Genworth Canada. The following table sets forth information as of March 1, 2013, regarding the beneficial ownership of the common shares of Genworth Canada by:

Beneficial ownership is determined in accordance with the rules of the SEC. Directors and executive officers possess sole voting and investment power with respect to all shares set forth by their name. As of March 1, 2013, there were 98,729,067 common shares of Genworth Canada outstanding and no shares of any other class of voting securities outstanding.

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COMPENSATION DISCUSSION AND ANALYSIS

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 the following executive officers, whom we refer to as our “named executive officers” or “NEOs:”

Following a search conducted by our Board, we named Thomas J. McInerney as President and Chief Executive Officer of the company, effective as of January 1, 2013. Since Mr. McInerney’s employment with the company commenced in 2013, he is not a NEO for purposes of this proxy statement. Further information regarding Mr. McInerney’s appointment and compensation is available under Compensation Payable to Our New Chief Executive Officer below.

Executive Summary

During 2012, we completed a strategic review of our business portfolio, and in October 2012, announced developments to our strategy designed to enhance stockholder value. As part of our strategy, we have identified two core businesses: U.S. Life Insurance, which includes our life insurance, long-term care insurance and fixed annuities businesses; and Global Mortgage Insurance, which includes mortgage insurance in the United States, Canada, Australia and other markets. Our strategy to rebuild stockholder value has the following areas of focus:

With respect to named executive officer compensation, our main objectives during this period of transition were first, to maintain a strong pay-for-performance relationship aligned with enhancing stockholder value, and second, to retain key leaders critical to the execution of our strategy. The following sections provide a summary of key decisions and actions we have taken that demonstrate support for our objectives.

2012 Key Performance-Related Pay Decisions

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2012 Key Decisions Related To Leadership Transition & Alignment with Strategic Plan

2012 Performance Summary

The company reported net operating income¹ of $399 million for 2012, or $0.81 per basic share, compared with net operating income of $148 million, or $0.30 per basic share, in 2011. Although these results represent year-over-year improvement, we fell short of our goals for company net operating income, net operating earnings per basic share (“Net Operating EPS”)² and operating return on equity (“ROE”)³ in 2012. Our below target results for net operating income and ROE were driven primarily by first quarter losses and reserve strengthening in our Australian mortgage insurance business, as well as challenges in the European economies which led to below target results in our International Protection segment. The first quarter performance in our Australian mortgage insurance business also contributed to a delay in the planned initial public offering of that business, which was a key strategic operational miss for the year.

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Separately, we completed a strategic review and portfolio assessment in 2012, with a priority on increasing earnings and ROE performance in our core insurance businesses, while also generating cash and capital that will increase financial strength and flexibility. Taken together, the steps of our strategic plan are intended to rebuild stockholder value.

We ended the year with stabilized financial results in our mortgage insurance business in Australia and other countries, improved performance in our U.S. Mortgage Insurance segment, and improved statutory performance in our U.S. Life Insurance segment, positioning that business to provide regular ordinary dividends to the holding company starting in 2013. Our holding company cash at the end of 2012 exceeded our targeted risk buffers, and we began the process of reducing our outstanding debt.

We also made progress in executing our strategic plan to rebuild stockholder value. We executed some early steps to reposition our business portfolio through the sale of our tax and accounting financial advisor unit in the second quarter of 2012, and by entering into an agreement to sell our reverse mortgage business in the fourth quarter of 2012, which closed on April 1, 2013. Additionally, as we announced in January 2013, we developed a comprehensive capital plan for our U.S. Mortgage Insurance segment and a related holding company reorganization (“USMI Capital Plan”) in order to reduce linkages and dependencies with the holding company. We subsequently received all necessary regulatory approvals and completed the USMI Capital Plan on April 1, 2013. The USMI Capital Plan is intended to increase our financial flexibility through stabilization of our ratings at the holding company level and add flexibility for that segment to continue to write new business.

Impact of Performance on 2012 Compensation

We believe that, in the aggregate, our compensation program for our NEOs has yielded an appropriate pay-for-performance relationship for 2012, and over a longer time horizon.

Our continuing named executive officers were awarded annual incentives for 2012 ranging between 62% and 91% of target. This was consistent with achievement of certain financial and operating objectives for the year, mixed results with respect to net operating income and ROE in our operating segments, and below target net operating income and ROE results for the total company. Amounts for each named executive officer differ based on the Compensation Committee’s judgment of financial and non-financial performance of each individual and the businesses or functions they are responsible for relative to goals established at the outset of 2012, in addition to Compensation Committee’s evaluation of progress made toward early execution of our updated strategy. Mr. Fraizer was not eligible for an annual incentive for 2012 as a result of his resignation.

With respect to our 2010-2012 mid-term incentive, the performance of our U.S. Mortgage Insurance segment and total company performance were below threshold levels, thus earning no payouts for these metrics. Partial payouts were earned by two named executive officers based on achievement of performance goals relating to book value and dividends generated to the holding company in several of our operating segments. Overall, payouts under the 2010-2012 mid-term incentive ranged from zero to 28% of target to our continuing named executive officers. For more information, see the Mid-Term Incentives section below.

In addition, we continued to focus on providing incentives to rebuild stockholder value in the form of stock-settled SARs to our named executive officers. We determined to not make mid-term incentive grants in 2012, opting instead to grant increased levels of SARs in our regular annual equity grants made in February. Later in 2012, the Compensation Committee also made special grants of SARs to selected named executive officers, first immediately following the resignation of our Former CEO, and second in connection with an incentive and retention program approved at the time we announced developments to our strategy to rebuild stockholder value.

The table below illustrates that our emphasis on awarding equity grants in the form of SARs, which provide value only to the extent of stock price increases following the date of grant, provides our continuing named executive officers with increasing incentive opportunities that are aligned with rebuilding our stockholder value.

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Alignment of Stock-Based Incentives with Rebuilding Stockholder Value

When considered together, our 2012 performance and its impact on our 2012 compensation actions and decisions demonstrate strong alignment between the interests of our named executive officers and our stockholders.

Evaluating Our Performance and Pay Relationship over Time

The results of our compensation programs over time also demonstrate a strong pay-for-performance relationship. The following information is intended to summarize those results over the past five years. Our financial results for the past few years, particularly in terms of net operating income and stock price performance, have been disappointing. Accordingly, our compensation programs have yielded the following results that demonstrate pay has been aligned with company performance below expectations:

Consideration of Last Year’s Advisory Stockholder Vote on Executive Compensation

At the 2012 Annual Meeting of Stockholders on May 17, 2012, over 93% of the shares voted were cast in favor of the compensation of the company’s named executive officers, as discussed and disclosed in the 2012

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proxy statement. The Board and the Compensation Committee appreciate and value the views of our stockholders. In considering the results of this advisory vote on executive compensation, the Compensation Committee concluded that the company’s overall pay practices and the compensation paid to our named executive officers relative to the company’s performance enjoy strong stockholder support.

The Compensation Committee determined to retain its general approach to executive compensation and to not make significant changes to our executive compensation program for 2013. However, during a critical period of transition for the company, the Compensation Committee took specific actions in 2012 with regard to incentive alignment and retention for key executives that included special equity grants following the resignation of our Former CEO, and the incentive and retention program approved at the time we announced developments to our strategy to rebuild stockholder value. Going forward, future advisory votes on executive compensation will serve as an additional tool to guide the Compensation Committee in evaluating the alignment of the company’s executive compensation program with the interests of the company and our stockholders.

Governance and Principles Underlying Our Compensation Programs

Our objective in compensating executive officers is to attract, retain and motivate employees of superior ability who are dedicated to the long-term interests of our stockholders. With this objective in mind, the following principles guide our compensation program design and individual compensation decisions. Additionally, we have highlighted below key elements of our compensation program or policies that illustrate how we support these principles in practice:

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Our Decision-Making Process

Role of the Compensation Committee

The Compensation Committee seeks a collaborative relationship with management, and currently uses an independent third-party compensation consultant to provide for a more informed decision-making process and objective perspective in this important governance matter. The Compensation Committee regularly meets in executive session and retains the final authority to approve all compensation policies, programs and amounts paid to our executive officers.

Role of Management and Compensation Consultants

Our CEO and Senior Vice President—Human Resources regularly attend meetings of the Compensation Committee to provide analysis, details and recommendations regarding the company’s executive compensation programs and plan design. This includes analysis of incentive program alignment with business strategy, as well as context for understanding financial results and competitiveness when the Compensation Committee evaluates business performance. Our Former CEO historically provided the Compensation Committee with performance assessments and compensation recommendations in his role as a manager for individual executive officers (other than himself), and this input was considered by the Compensation Committee in setting base salaries and bonus opportunities for 2012. With respect to annual incentives earned for 2012, Mr. Klein provided the Compensation Committee with performance assessments for individual executive officers (other than himself) based on his role as Acting CEO. The Compensation Committee then determined and approved annual incentive payouts to executive officers.

The Compensation Committee has retained Steven Hall & Partners, LLC, an independent compensation consultant, to assist in reviewing and analyzing compensation data for our executive officers. The Compensation Committee occasionally requests special studies, assessment of market trends and education regarding changing laws and regulations from its compensation consultant to assist the Compensation Committee in its decision-making processes. In 2012, the compensation consultant provided the Compensation Committee with advice and recommendations regarding the design and components of Mr. Fraizer’s separation agreement, the special equity grants made to continuing named executives following Mr. Fraizer’s resignation, the incentive and retention program approved by the Compensation Committee in the fourth quarter of 2012, and the compensation package that we offered to Mr. McInerney in connection with his appointment as our new President and Chief Executive Officer. However, the compensation consultant does not determine the amount or form of compensation for our executive officers.

The Compensation Committee has assessed the independence of the compensation consultant pursuant to SEC rules and concluded that no conflict of interest exists that would prevent the compensation consultant from independently representing the Compensation Committee.

Evaluating Market Competitiveness

We generally evaluate market competitiveness of our programs as an input into the process of designing plans and setting target compensation levels for executive officers. We review each component of compensation for our executive officers separately and in the aggregate, and consider the internal relationships among the executive officers to help determine appropriate pay levels. With respect to individual executive officers, we compare the total target annual compensation opportunities for our executive officers to target opportunities for similar positions at comparable companies. These benchmarks are a gauge for evaluating market competitiveness, but do not weigh any greater than other key factors when making compensation decisions. For example, individual executive officers may have higher or lower target compensation levels compared to market medians based on level of responsibility, individual experience and skills, performance trends, competitive dynamics, retention needs and internal equity considerations.

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The Compensation Committee typically utilizes a combination of publicly available information related to a specific list of peer companies (the “Peer Group”), as well as information available through market compensation surveys to provide a broad perspective of market practice. While no individual company matches our lines of business precisely, the Peer Group was intended to represent, in the aggregate, companies with whom we compete for talent and/or that operate in similar product or distribution markets as we do. The companies included in market surveys purchased by the company are not individually identifiable for a particular executive position (and therefore we are not benchmarking against any particular company within the survey), and also may change from year-to-year based on voluntary participation in the market surveys we use, mergers and divestitures, or changes in corporate structure.

The Compensation Committee updated its Peer Group for 2012, based on advice and recommendations developed by its compensation consultant. The Peer Group is intended to represent insurance and financial service companies with revenue sources and talent demands similar to the company. With respect to size, we generally look at revenue or total assets as indicators of comparability rather than market capitalization due to the potential for volatility year over year as values change. For 2012, our Peer Group was composed of the following companies:

Our Annual Compensation Program

Our annual compensation program for executive officers consists of the following key elements: base salary, annual incentive, mid- to long-term incentives and annual long-term equity grants. Additionally, we provide certain other benefits to our executive officers to ensure competitive compensation and benefits consistent with the marketplace and our guiding principles. Below is a summary and assessment of actions taken with respect to our annual compensation program for the named executive officers in 2012.

Base Salary

Base salaries are generally intended to reflect the scope of an executive officer’s responsibilities and level of experience, reward sustained performance over time and be market-competitive. The Compensation Committee approved in February 2012, upon the recommendation of our Former CEO, limited base salary adjustments for two of our named executive officers. Mr. Klein and Mr. Schneider were awarded base salary increases of 3.6% and 4.1%, respectively, effective in March 2012. The increases were in recognition of their sustained performance and took into consideration competitive compensation levels for each of their respective roles, as well as internal pay relationships between our named executive officers. The base salaries for Mr. Kelleher, Mr. Roday and Mr. Fraizer remained unchanged for 2012.

Additionally, the Compensation Committee approved separate base compensation increases for Mr. Klein and Mr. Schneider in the second quarter of 2012. In connection with Mr. Klein’s appointment to serve as Acting CEO in May 2012, the Compensation Committee determined that Mr. Klein would receive $20,000 per month while serving in that role, in addition to his regular base salary. Such amounts were also considered part of Mr. Klein's "base compensation" for purposes of determining his target annual incentive opportunity for 2012. For Mr. Schneider, the Compensation Committee approved an additional 5.9% increase to his annual base salary

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in connection with his promotion to Executive Vice President responsible for our Global Mortgage Insurance Division, effective in May 2012.

Annual Incentive

In our annual incentive program, we emphasize the importance of the Compensation Committee’s judgment of performance against financial and non-financial objectives, rather than a pure formula-based approach. This supports a more effective incentive and reward structure for executives during a time when substantial variables persist regarding external market volatility, shifting global regulatory and capital requirements, and strategic alternatives under review by the Board and management.

Our 2012 annual incentives were paid based on the Compensation Committee’s judgment of performance against key financial and non-financial objectives for the year. Each named executive officer has an annual incentive target, expressed as a percentage of base salary (individual target values are reported in the 2012 Grants of Plan-Based Awards Table below). Target annual incentive opportunities for the named executive officers typically range from 100% to 200% of base salary.

Performance against the financial and non-financial objectives summarized below is the primary factor considered by the Compensation Committee when awarding annual incentives to our named executive officers. Actual performance against any particular objective noted below, however, did not result in any pre-determined or formulaic payouts. Instead, the Compensation Committee subjectively and qualitatively reviewed performance results against the applicable financial and non-financial objectives in determining the actual payouts of the annual incentives. We believe this flexible approach to annual incentives effectively supports our compensation principles by motivating executive officers with clear performance objectives at the outset of the year, while preserving the Compensation Committee’s discretion to exercise their judgment to reward actions viewed as being in the best long-term interests of stockholders.

Key financial objectives used to evaluate 2012 performance and results are summarized below. Net operating income and ROE represent key top-level measures of financial performance for the year. Within our segments, we used differentiated financial measures to emphasize key performance indicators unique to those businesses in 2012. For example, in our U.S. Life Insurance segment, we measured unassigned surplus,⁵ which is a key statutory metric connected to our ability to position that business for delivering dividends in 2013. Additionally, we placed an emphasis on meeting targeted statutory capital ratios and generating dividends in 2012 to the holding company from our operating segments. Our insurance subsidiaries both in the U.S. and internationally are subject to various statutory capital requirements, which are important to our ability to write new insurance, to grow our businesses and to pay dividends to the holding company. These statutory capital requirements, often expressed as ratios and percentages (as shown in the table below), are also important to the financial strength ratings of our insurance subsidiaries and the holding company. Other non-financial operating or strategic objectives considered when determining 2012 annual incentive awards to each of our named executive officers are identified below.

The table below summarizes the key financial targets for the company and our operating segments established by the Compensation Committee for 2012, and performance against those targets, used as the basis for judging financial performance for the NEOs in 2012. A discussion of the relevant financial metrics and performance as they relate to individual named executive officers follows.

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Upon considering that total company financial performance was below targeted levels for 2012, all continuing named executive officers received a below-target annual incentive award. With respect to individual named executive officer annual incentive awards, below is a summary of other key factors taken into consideration when determining individual payouts. Amounts paid for 2012 are reported under the “Non-Equity Incentive Plan” column of the 2012 Summary Compensation Table.

Mr. Klein

Mr. Klein‘s annual incentive opportunity for 2012 was set at 125% of his base compensation, which reflects an increase after giving consideration to his appointment in 2012 as Acting CEO while continuing to serve as

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CFO. In addition, the base salary adjustment described above for his service as Acting CEO was considered part of his base compensation for the 2012 performance year, thus increasing his target annual incentive opportunity to reflect those added responsibilities.

In determining Mr. Klein’s 2012 annual incentive award, significant weight was given to total company financial performance, which was below target for the year. Separately, the Compensation Committee placed significant weight on his contributions as Acting CEO for the majority of the year, his role working with the Board on the development and articulation of the company’s updated strategic plan, and the following key operational and strategic accomplishments:

In total, Mr. Klein’s leadership and accomplishments during 2012 resulted in an annual incentive award of $800,000, which was 88% of his total targeted amount for the year.

Mr. Kelleher

For Mr. Kelleher, significant weight was given to financial and operational performance of the U.S. Life Insurance, International Protection and Wealth Management segments, for which he had responsibility in 2012. As noted above, the net operating income and ROE results were below target in the U.S. Life Insurance and International Protection segments, while the Wealth Management segment met its net operating income goal, but did not achieve its goal with respect to net flows. Certain key other factors considered by the Compensation Committee in determining Mr. Kelleher’s annual incentive included the following: