April [●], 2023

Dear Stockholder,

Melina Higgins

Non-Executive Chair of the Board

The Board of Directors invites you to attend the 2023 Annual Meeting of Stockholders of Genworth Financial, Inc. (the 2023 Annual Meeting) to be held at 9 a.m. E.T on May 18, 2023.

The Annual Meeting will include a report on our business operations, discussion, and voting on the matters set forth in the accompanying Notice of 2023 Annual Meeting of Stockholders and Proxy Statement, and discussion and voting on any other business matters properly brought before the meeting.

As in prior years, the Board of Directors has elected to hold a virtual-only Annual Meeting to facilitate stockholder attendance by enabling stockholders to participate from any location and at no cost. The virtual meeting provides similar opportunities for participation as if the meeting were held in person. We are pleased that the virtual format of our last three annual meetings has enabled increased stockholder engagement in this important process. You will be able to attend the meeting online, vote your shares electronically, and submit questions before or during the meeting via www.virtualshareholdermeeting.com/GNW2023.

Whether or not you plan to attend the 2023 Annual Meeting, you can ensure your shares are represented at the meeting by promptly submitting your proxy by telephone, by internet or by completing, signing, dating, and returning your WHITE proxy card.

Strategic Achievements in 2022

2022 was a year in which we made significant progress against our five strategic priorities as we entered a new phase for the company. By the end of 2022, we successfully reduced holding company debt to our target level; worked toward maximizing the value of our subsidiary Enact Holdings, Inc. by meeting the conditions required to lift restrictions imposed by the government-sponsored enterprises (GSEs); returned capital to stockholders in the form of share repurchases; further executed on our multi-year long-term care insurance (LTC) rate action plan; and began building a foundation for growth with CareScout, our senior care services business.

I want to thank Genworth associates, the management team, and my fellow directors for their efforts, which drove positive outcomes for our stockholders in 2022.

Commitment to Strong Governance and Sustainable Business Practices

As we build from a foundation of strength, we have maintained our unwavering focus on strong corporate governance and sustainable business practices. We are committed to maintaining a Board with a diverse set of skills and experiences that will continue to provide invaluable insights to management as it executes Genworth’s strategy. Importantly, our directors bring significant insurance and global financial services expertise to our Board at a critical time as we seek to help families and individuals navigate the aging journey.

We also have deep risk management and regulatory experience on our Board, which are critical as the company continues to strengthen its balance sheet and engage with regulators in our work to bring the LTC in-force book to economic breakeven. And as we refine the strategy for growth, we benefit from the perspectives of several directors with experience in launching new business ventures and driving organic revenue growth, which will be crucial to the long-term success of CareScout.

We have also taken measures to further align our long-term incentive compensation to company performance and stockholder value. In 2021, Genworth added a Total Shareholder Return metric to our compensation program, and in 2023 we have increased the weighting associated with that metric.

The company furthered its commitment to sustainability in 2022, with continued focus on the wellbeing of our colleagues, communities, and climate. We adopted a Statement on Human Rights, made substantial progress in assessing our climate risk exposure while enhancing associated disclosures, and embraced new tools and processes that enable us to provide even greater support to our policyholders as they make decisions about their coverage and care options.

2022 was another very strong year contributing to Genworth’s transformation. I am incredibly pleased with Genworth’s progress and optimistic for our future as we continue to deliver on the company’s purpose to empower families to navigate the aging journey with confidence. Thank you for your continued support.

Cordially,

Melina Higgins

Non-Executive Chair of the Board

April [●], 2023

Dear Stockholder,

Tom McInerney

President, CEO and Director

2022 was an outstanding year for Genworth. We made significant progress on our strategic priorities and reported excellent financial results while delivering on our purpose – empowering families to navigate the aging journey with confidence.

Genworth generated U.S. GAAP net income for the full year of $609 million and adjusted operating income of $633 million. These results were led by Enact, which contributed strong adjusted operating earnings to Genworth and ended the year with record insurance in force.

Advancing Our Strategic Priorities

I am very proud of the important strategic progress we made in 2022. In September, Genworth achieved a critical milestone when we paid off our remaining senior notes due in 2024, marking the achievement of our long-term holding company debt target of less than $1 billion. Genworth ended 2022 with holding company debt under $900 million, reflecting over $3 billion of debt retired since 2013, and putting the company in a stronger financial position.

By reaching our holding company debt target, we were able to meet the financial conditions for removing the capital restrictions in 2022 placed on Enact by the GSEs. These restrictions were lifted in March of this year, positioning Enact for incremental growth and value creation.

Genworth instituted a new share repurchase program in 2022, marking the first time the company has been able to return capital to stockholders in over 14 years. During 2022, we repurchased approximately $64 million worth of shares at an average price of $3.94 per share. In 2023, we repurchased approximately $36 million worth of shares through February 24th at an average price of $6.08 per share, leaving approximately $250 million remaining under our repurchase authorization. We plan to continue opportunistic repurchases in 2023.

We drove strong momentum in our multi-year long-term care insurance (LTC) rate action plan, with a total of approximately $550 million in annual premium rate

increase approvals achieved in 2022—a new record high for the company—which reduced the LTC premium gap by approximately $2.8 billion on a net present value (NPV) basis. This important work improves cash flow and reduces the liability associated with our legacy long term care insurance business while providing policyholders a range of options for managing rate increases to retain meaningful benefits. As of the end of 2022, the cumulative increase in NPV of future LTC premiums since 2012 was $23.5 billion—a significant component as we work to achieve economic breakeven on the legacy LTC business.

Genworth also made progress on our future growth strategy with the development of our senior care services business under the CareScout brand, a crucial first step in our multiphase go-to-market strategy to drive sustainable long-term growth.

Operating from a Position of Strength

Taken together, these achievements improved Genworth’s financial strength and enabled us to enter 2023 with a solid foundation for the future, as reflected in the nearly 31% total shareholder return that Genworth delivered in 2022. This stockholder value improvement far exceeded returns in the S&P 500 Index and the S&P Insurance 600 Index over the same period. Further, the rating agencies recognized the substantial improvement in our credit profile progress throughout 2022, with credit ratings upgrades from each of the three major agencies.

With improved flexibility, we intend to accelerate on share repurchases, subject to market conditions. Genworth stockholders should continue to benefit from strong cash flows from Enact, which have enabled us to achieve our strategic debt reduction and capital return milestones and should fuel our share repurchase program and long-term growth strategy.

Welcoming New Leaders

Looking ahead, we are confident in Genworth’s ability to create value for stockholders. Joining me in writing the company’s next chapter are two longtime Genworth leaders who have been appointed to new roles—Jerome Upton as our new Chief Financial Officer and Kelly Saltzgaber as our Chief Investment Officer.

Jerome and Kelly have both played key roles in successfully transforming Genworth and achieving our financial objectives to date. I am pleased to collaborate with them in their new roles as we find ways to drive value for Genworth stockholders in 2023 and beyond.

●  Reduce parent holding company debt to ~$1B

●  Maximize the value of Enact to Genworth stockholders

●  Return capital to stockholders

●  Achieve economic breakeven/ stabilize legacy Long-Term Care block

●  Advance Global Care Solutions initiatives under CareScout brand

See pages 12-13 for a summary discussion of targets linked to executive officer compensation in 2022

Caring about the Culture

Respecting the Dignity of Each Individual: We adopted a Statement on Human Rights to convey our commitment to the wellbeing of each human being.

Advancing Diversity, Equity, and Inclusion: We continue to advance diversity, equity, and inclusion (“DEI”) in the workplace with intentional efforts to create a culture that strengthens collaboration, promotes innovative thinking, and allows every employee to thrive. In 2022, we partnered with an external vendor to launch our company wide Inclusion for All training, which 98% of our employees completed. In addition, our thirteen (13) cultural and demographic-based Employee Resource Groups (“ERGs”) connect employees with others who have similar interests or experiences and help to foster a sense of inclusion, value, and respect.

Beyond our internal DEI efforts, we contributed over $249,000, along with other resources, to support non-profit organizations that are advancing initiatives to enable more inclusive communities.

Caring about the Community

Embracing A Care-Centered Philanthropic Platform: We are committed to active and meaningful community engagement to support health, vitality, and economic empowerment. In 2022, our primary areas of philanthropic focus included Healthy Aging and Caregiving, Senior Affordable Housing and Homelessness, and Sustainability.

Encouraging Work Outside Our Walls: The Genworth Foundation awarded grants and other funding totaling nearly $1 million in 2022. Our foundation also contributed over $404,000 in matching gifts, employee volunteer rewards, and other service donations (over $35,000 of which was attributed to engagement by Enact employees).

Including matching gifts, Genworth employees donated nearly $1 million to non-profit organizations globally (over $104,000 attributable to Enact employees) and volunteered close to 3,300 hours. In addition, Genworth contributed almost $900,000 in sponsorships to organizations that align with our philanthropic focus areas.

Caring about the Climate

Assessing Climate Risk: Genworth has engaged in both qualitative and quantitative analyses to assess climate risk exposure and again achieved a “B” (Management) score on our 2022 CDP (Carbon Disclosure Project) submission (reflecting efforts and initiatives undertaken in 2021).

Investing Purposefully and Responsibly: We understand that sustainability begins with our fiduciary responsibility to honor the promises to our policyholders. Accordingly, we pursue investment opportunities that we deem supportive of environmental, social and governance (“ESG”) considerations yet also fall within our core investment parameters and provide sustainable market returns. As of December 31, 2022, Genworth held more than $430 million in green, social, sustainability, and sustainability-linked bonds, with more than $240 million of investment in hydro, wind, solar, and energy-efficiency projects.

Proposal 1

Election of Nine Directors

G. Kent Conrad

Former U.S. Senator

BACKGROUND

Sen. Conrad served as a U.S. Senator representing the State of North Dakota from January 1987 to January 2013. He served as Chairman or Ranking Member of the Senate Budget Committee for 12 years. 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 currently serves as a Strategic Advisor to Molina Healthcare, as co-chair of the Economic Advisory Committee for American Edge, as a member of the board of directors of the Committee for a Responsible Federal Budget, and as a Senior Fellow for The Bipartisan Policy Center. Sen. Conrad received an A.B. in Political Science from Stanford University and an M.B.A. from George Washington University.

QUALIFICATIONS

Sen. Conrad served 26 years as a U.S. Senator for North Dakota, including as Chairman or Ranking Member on the Senate Budget Committee for 12 years. Sen. Conrad brings to the Board extensive knowledge of and insights into public policy, fiscal affairs, government relations and regulatory affairs. Sen. Conrad’s formidable experience in both Federal and State government positions brings a valuable perspective to his role as Chair of the Nominating and Corporate Governance Committee, as well as the Board’s handling of governance, risk, and regulatory issues, and the company’s engagement with regulators on certain public policy issues.

SKILLS

Committees: Nominating
and Corporate Governance
(Chair), Risk

Age: 75

Director Since: March 2013

Karen E. Dyson

Lieutenant General, U.S. Army, Retired

BACKGROUND

Lt. Gen. Dyson was the first female finance officer to achieve three-star general officer rank in August 2014. She retired as Military Deputy to the Assistant Secretary of the Army for Financial Management and Comptroller in August 2017. During her career she led efforts building, executing and reporting on the Army’s multi-appropriation budget; commanded units and led troops in war operations; and led strategic transformation initiatives. Lt. Gen. Dyson is a strategic leader with board experience in corporate governance, finance and audit committees, risk oversight and management development and compensation. She currently serves on the boards of USAA Federal Savings Bank since October 2017 (serving as nominations and governance committee chair); CALIBRE Systems, Inc. since October 2018 (serving as audit committee chair); and Army Emergency Relief Organization since 2020. Lt. Gen. Dyson received a B.S. in Business Management from Missouri State University, an M.B.A. from Austin Peay State University and an M.S. in National Resource Strategy from the Eisenhower School of National Security and Resources Strategy. Lt. Gen. Dyson is National Association of Corporate Directors (NACD) Directorship Certified.

QUALIFICATIONS

Lt. Gen. Karen Dyson is a qualified financial expert, whose distinguished military career spanned more than 35 years. Lt. Gen. Dyson served as Military Deputy to the Assistant Secretary of the Army for Financial Management and Comptroller, which is the highest military position within that office. Her extensive financial management experience and her service as a director for private companies provide the Board with critical insight into corporate financials, macroeconomic trends and risk mitigation. Her background in financial oversight, talent development, and succession planning in the U.S. Army, along with her development of the framework for the Army’s first ever financial statements audit, position her well to serve on the Audit Committee and Chair the Management Development and Compensation Committee.

SKILLS

Committee: Audit,
Management Development
and Compensation (Chair)

Age: 63

Director Since:
December 2020

Jill R. Goodman

Managing Director, Foros Advisors LLC

BACKGROUND

Ms. Goodman is currently Managing Director of Foros Advisors LLC, a strategic financial and mergers and acquisitions advisory firm, a position she has held since November 2013. Ms. Goodman advises companies and special committees with regard to mergers and acquisitions. Previously, she served as a Managing Director and Head, Special Committee and Fiduciary Practice—U.S. at Rothschild from 2010 to October 2013. From 1998 to 2010, Ms. Goodman was with Lazard in the Mergers & Acquisitions and Strategic Advisory Group, most recently as Managing Director. Ms. Goodman has served as a director of Cboe Global Markets, a leading provider of trading, clearing and investment solutions to market participants around the world, since 2012 (serving as finance and strategy chair and as a member of the executive and nominating and governance committees). She has also served as a director of Cover Genius, a private global insurance technology company, since February 2022. Ms. Goodman graduated magna cum laude from Rice University with a B.A. degree. She received her J.D. degree, with honors, from the University of Chicago Law School.

QUALIFICATIONS

Ms. Goodman has a distinguished background in strategic advisory work, with more than 25 years of experience advising corporations on mergers and acquisitions, capital structure and restructuring. As a result of these experiences, she has a sharp understanding of how to assess organic business plans and create and execute concrete plans to enhance long-term value creation. Given her particular expertise in complex corporate governance matters and long history in the boardroom as both a director and advisor, she is a valuable member of both the Nominating and Corporate Governance and Management Development and Compensation Committees.

SKILLS

Committees: Management
Development and
Compensation, Nominating
and Corporate Governance

Age: 56

Director Since:
March 2021

Melina E. Higgins

Former Partner, The Goldman Sachs Group

BACKGROUND

Ms. Higgins retired in 2010 from a nearly 20-year career at The Goldman Sachs Group, Inc., where she served as a Managing Director from 2001 and a Partner from 2002. During her tenure at Goldman Sachs, Ms. Higgins served as Head of the Americas for Private Debt and Co-Chairperson of the Investment Advisory Committee for the GS Mezzanine Partners funds. She also served as a member of the Investment Committee for the Principal Investment Area, which oversaw and approved global private equity and private debt investments. Goldman’s Principal Investment Area was one of the largest alternative asset managers in the world. Ms. Higgins has served as a director of Viatris Inc. since November 2020 (serving as compensation committee chair, finance committee chair, and as a member of the executive committee and governance and nominating committee). She previously served on the boards of Mylan N.V. from February 2013 to November 2020 and NextGen Acquisition Corp. II from March 2021 to December 2021. Ms. Higgins has also served as Non-Executive Chair of the board of Antares Midco, Inc. since January 2016 and is a member of the Women’s Leadership Board of Harvard University’s John F. Kennedy School of Government. Ms. Higgins received a B.A. in Economics and Spanish from Colgate University and an M.B.A. from Harvard Business School.

QUALIFICATIONS

Ms. Higgins is a qualified financial expert and has extensive financial services and investment experience. Having spent nearly 20 years building and leading a successful investment business at Goldman Sachs, Ms. Higgins is well-versed in portfolio management, assessing market risks and building businesses. As Genworth pursues future growth opportunities, Ms. Higgins’ skills and her extensive experience on numerous public and private boards, as well as her current or previous positions on all of Genworth’s standing Board committees, are valuable in her role as Board Chair and as a member of the Audit and Management Development and Compensation Committees.

SKILLS 

Committees: Audit,
Management Development
and Compensation

Age: 55

Director Since:
September 2013

Non-Executive Chair of the
Board since May 2021

Thomas J. McInerney

President and Chief Executive Officer, Genworth Financial, Inc.

BACKGROUND

Mr. McInerney has been our President and Chief Executive Officer and a director since January 2013. Before joining our company, Mr. McInerney had served as a Senior Advisor to the Boston Consulting Group from June 2011 to December 2012, providing consulting and advisory services to leading insurance and financial services companies in the United States and Canada. From October 2009 to December 2010, Mr. McInerney was a member of ING Groep’s Management Board for Insurance, where he was the Chief Operating Officer of ING’s insurance and investment management business worldwide. Prior to that, he served in a variety of senior roles with ING Groep NV after serving in many leadership positions with Aetna, where he began his career as an insurance underwriter in June 1978. Mr. McInerney has served as a director of Enact Holdings, Inc., a majority-owned subsidiary of Genworth, since its IPO in September 2021. He is also on the boards of Virginia Learns, Reves International Center at William & Mary and VA Ready, where he serves as Chair of the Board. Mr. McInerney is a member of the American Council of Life Insurers and serves, and has served, on its CEO Steering Committees and Board. Mr. McInerney received a B.A. in Economics with Honors from Colgate University and an M.B.A. from the Tuck School of Business at Dartmouth College.

QUALIFICATIONS

Mr. McInerney currently serves as President and Chief Executive Officer of Genworth and is a member of its Board. Mr. McInerney brings to his roles extensive knowledge of the insurance and financial services industries through his more than 40 years of experience, including previous roles at ING Groep NV, Aetna and Boston Consulting Group. Mr. McInerney began his career with Aetna, ultimately becoming President of Aetna Financial Services (AFS) which was acquired by ING. Mr. McInerney later served as Chairman and Chief Executive Officer of ING Insurance Americas. Mr. McInerney’s broad operating experience over many decades leading complex global insurance businesses provides Genworth with sage insights into navigating market dynamics, establishing new business lines and leading organizations through significant change.

SKILLS

Committees: None

Age: 66

Director Since:
January 2013

Howard D. Mills, III

Executive Vice President of Business Development and External Affairs, beeXact

BACKGROUND

Mr. Mills is currently Executive Vice President of Business Development and External Affairs of beeXact, a geospatial data management/EngineeringTech company that designs and permits fiber optic networks. He also currently serves as a Senior Advisor to McKinsey & Company, where he advises boards and executives on in the areas of regulatory and reputational risk, executive positioning, strategy, environmental, social, and governance (ESG) matters, financial communications, crisis management, mergers and acquisitions and public policy. Mr. Mills had a 12-year career at Deloitte LLP, where he served as Managing Director and Global Insurance Regulatory Leader from 2007 to May 2019. During his tenure at Deloitte, Mr. Mills served Deloitte’s largest U.S. and global insurance clients. Prior to his management consulting career, Mr. Mills was the Superintendent of the New York State Insurance Department from 2005 to 2006. Mr. Mills served three terms in the New York State Assembly from 1999 to 2004, where he was an active member of the National Council of Insurance Legislators. Mr. Mills has served as a director of The Doctors Company since May 2019, the largest physician-owned medical liability insurer in the U.S. (serving as a member of the audit committee). Mr. Mills previously served on the board of directors of Ensight, a cloud-based insurance sales platform, from June 2019 to January 2022. Mr. Mills currently serves as President and a Director of the Insurance Federation of New York and as a Trustee of The Institutes Griffith Insurance Education Foundation. Mr. Mills received a B.A. in political science from Marist College and an M.A. in public administration from The American University. Mr. Mills is a NACD Governance Fellow.

QUALIFICATIONS

Mr. Mills has extensive experience leading global insurance regulatory functions for both private and government entities, including at Deloitte as Global Insurance Regulatory Leader and as Superintendent of the New York State Insurance Department. During his tenure as Superintendent, Mr. Mills worked closely with insurance companies to advance critical regulations aimed at strengthening risk-based examinations. Mr. Mills brings to the Nominating and Corporate Governance and Risk Committees a keen understanding of state insurance regulatory frameworks and agencies, as well as various aspects of risk preparedness, including enterprise risk and strategic risk.

SKILLS

Committees: Nominating
and Corporate
Governance, Risk

Age: 58

Director Since:
March 2021

Robert P. Restrepo Jr.

Former Chairman and President and Chief Executive Officer, State Auto Financial Corporation Services, Inc.

BACKGROUND

Mr. Restrepo retired from State Auto Financial Corporation in 2015, having served as its Chairman from 2006 to December 2015 and as its President and Chief Executive Officer from 2006 to May 2015. Mr. Restrepo has over 40 years of insurance industry experience, having held executive roles at Main Street America Group, Hanover Insurance Group Inc. (formerly Allmerica Financial Corp), Travelers and Aetna. Mr. Restrepo has served as a director of RLI Corp., a property and casualty insurance company, since July 2016 (serving as a member of the human capital and compensation and strategy and risk committees) and of Enact Holdings, Inc., a majority-owned subsidiary of Genworth, since its IPO in September 2021 (serving as a member of the audit and nominating and corporate governance committees). Mr. Restrepo also currently serves on the board of directors of The Larry H. Miller Group of Companies. He also previously served as a director of Majesco, a provider of insurance software and consulting services, from August 2015 to September 2020. Mr. Restrepo received a B.A. in English from Yale University. Mr. Restrepo is NACD Directorship Certified and has obtained the Professional Director - Public Company credential from the American College of Corporate Directors.

QUALIFICATIONS

Mr. Restrepo is a qualified financial expert and has more than 40 years of insurance, finance and risk management experience as the Chairman, President and Chief Executive Officer of the State Automobile Insurance Companies, along with various roles at several of the country’s leading insurers. Mr. Restrepo brings to the Board deep knowledge of and perspective on leading corporate governance, organizational management, strategic planning and risk mitigation. His extensive experience leading large insurance companies is vital to his role as Chair of the Audit Committee, as well as his service on the Management Development and Compensation Committee.

SKILLS

Committees: Audit (Chair),
Management Development
and Compensation

Age: 72

Director Since:
December 2016

Elaine A. Sarsynski

Former Chairwoman, Chief Executive Officer and President, Mass Mutual International

BACKGROUND

Ms. Sarsynski was Chairwoman, Chief Executive Officer and President of MassMutual International, an insurance company, until her retirement in 2017. She joined Mass Mutual Life Insurance Company in 2005 as Managing Director at Babson Capital Management LLC, a MassMutual subsidiary. She became Executive Vice President, Chief Administrative Officer, Chief Executive Officer and President of MassMutual International in 2006 and Executive Vice President, member of the Office of the Chief Executive Officer and President of MassMutual Retirement Services, as well as Chairwoman of MassMutual International, in 2008. Prior to joining Babson Capital, she served two elected terms as First Selectman for the town of Suffield, Connecticut. In 1998, she founded Sun Consulting Group LLC, offering consulting services to the real estate industry. Ms. Sarsynski previously spent 17 years at Aetna where she held multiple senior management positions overseeing segments of the company’s Investments Division and leading the Corporate Finance Department. She currently serves on the board of directors of TI Fluid Systems PLC, Horizon Technology Finance Corporation and Horace Mann Educators Corporation. Ms. Sarsynski previously served on the Board of Directors of AXA S.A. from 2018 to 2021. Ms. Sarsynski received a B.A. from Smith College and an M.B.A. from Columbia University.

QUALIFICATIONS

Ms. Sarsynski is a qualified financial expert and has extensive experience as both an executive and Director at certain of the nation’s largest insurance companies, including MassMutual and Aetna. In her decades of service at both public and private companies, she has led strategic turnarounds for global businesses and overseen significant growth across business units and geographies. Ms. Sarsynski provides the Board with strong experience in financial services, insurance, compliance, risk management, operations, investments and real estate. These experiences position her well to Chair the Risk Committee and serve on the Audit Committee.

SKILLS

Committees: Audit, Risk
(Chair)

Age: 67

Director Since:
March 2022

Ramsey D. Smith

Founder and Chief Executive Officer, ALEX.fyi

BACKGROUND

Mr. Smith is the founder and CEO of ALEX.fyi, a retirement solutions company. Before founding ALEX.fyi in 2016, Mr. Smith spent over two decades at Goldman Sachs, most recently as Managing Director, Equity Derivative Sales, Head of Insurance. Mr. Smith built out the Life Insurance business at Goldman Sachs from 2007 to 2016. Prior to his tenure at Goldman Sachs, Mr. Smith worked as an analyst at Credit Suisse from 1990 to 1993. Mr. Smith is active in philanthropic activities, including serving on the Board of Sponsors for Educational Opportunity. Mr. Smith received an A.B. degree in Romance Languages and Literature from Princeton University and an M.B.A. from Harvard Business School.

QUALIFICATIONS

Mr. Smith has extensive experience in securities and annuities businesses, having spent more than 20 years leading Equity Derivatives teams and as a mergers and acquisitions analyst with Goldman Sachs and Credit Suisse, respectively, as well as founding and leading ALEX.fyi, a retirement solutions company. His experience developing and launching a new business venture provides valuable insight as the company pursues growth and establishes new business lines. Mr. Smith brings to the Board, along with the Nominating and Corporate Governance and Risk Committees, a deep understanding of risk management, finance and insurance markets.

SKILLS

Committees: Nominating
and Corporate
Governance, Risk

Age: 55

Director Since:
March 2021

Nominating and Corporate Governance Committee

c/o Corporate Secretary
Genworth Financial, Inc.
6620 West Broad Street, Building #1
Richmond, Virginia 23230

●  All directors attended the 2022 Annual Meeting

●  All directors attended >75% of Board and Committee Meetings

MEMBERS

Robert P. Restrepo Jr.

(Chair)

Karen E. Dyson

Melina E. Higgins

Elaine A. Sarsynski

PRINCIPAL RESPONSIBILITIES

The Audit Committee’s responsibilities include:

●  discussing with management and our auditor our annual and quarterly financial statements, earnings releases and financial information and earnings guidance provided to analysts and rating agencies;

●  recommending the annual audited financial statements be included in the Annual Report on Form 10-K;

●  reviewing reports regarding any significant deficiencies or material weaknesses internal controls, as well as reports regarding any fraud that involves management or other employees who have a significant role in the company’s internal controls;

●  selecting our independent registered public accounting firm and approving the terms of its engagement;

●  reviewing and discussing with management and our independent registered accounting firm, as appropriate, critical audit matters as well as any other matters required to be discussed under applicable regulations, including any audit problems or difficulties and management’s response;

●  oversee the company’s compliance with legal and regulatory requirements relating to the company’s financial statements;

●  independently and/or in coordination with the Risk Committee, overseeing risks associated with financial accounting and reporting, including the system of internal control;

●  reviewing our financial reporting and accounting standards and principles;

●  reviewing our internal system of financial controls and the results of internal audits;

●  obtaining and reviewing formal written reports from the independent registered public accounting firm regarding its internal quality-control procedures;

●  reviewing and overseeing the investigation of 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 procedures for the hiring of employees or former employees of our auditors;

●  establishing procedures for the receipt, retention and treatment of complaints on accounting, internal accounting controls or auditing matters; and

●  establishing and overseeing policies and procedures for the review, approval, and ratification of all related person transactions.

MEMBERS

Karen E. Dyson (Chair)

Jill R. Goodman

Melina E. Higgins

Robert P. Restrepo Jr.

PRINCIPAL RESPONSIBILITIES

The Compensation Committee’s responsibilities include:

●  reviewing and approving on an annual basis 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 and setting our CEO’s compensation based  on such evaluation;

●  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;

●  reviewing, amending, approving or terminating our variable incentive compensation and other stock-based compensation plans, with consideration given to the results of the most recent advisory vote on executive compensation (“Say On Pay Vote”);

●  developing, adopting and monitoring a policy for executive compensation recovery or clawback;

●  reviewing and approving employment and severance arrangements and agreements for executive officers;

●  assisting the Board in developing and evaluating potential candidates for executive positions, including the CEO, and overseeing the development of executive succession plans;

●  assessing the structure and composition of the leadership of the company;

●  reviewing and discussing our Compensation Discussion and Analysis, recommending to the Board its inclusion in our annual reports and proxy statements and publishing a committee report;

●  overseeing the assessment of the risks relating to our compensation policies and programs; and

●  determining whether the work of any compensation consultant raised any conflict of interest.

MEMBERS

G. Kent Conrad (Chair)

Jill R. Goodman

Howard D. Mills, III

Ramsey D. Smith

PRINCIPAL RESPONSIBILITIES

The Governance Committee’s responsibilities include:

●  leading the search for, identifying and screening individuals qualified to become members of our Board and reviewing the skills, experience, characteristics and other criteria for identifying directors in the context of the current make-up of the Board;

●  reviewing the Board’s committee structure and recommending committee members and chairs;

●  recommending the size, structure, composition and functioning of the Board and its committees as well as the Board’s leadership structure;

●  developing and annually reviewing the Governance Principles;

●  overseeing the evaluation of the Board by developing and recommending to the Board for its approval an annual self-evaluation process for assessing the effectiveness of the Board and its committees;

●  overseeing risks related to corporate governance;  

●  reviewing annually director compensation and benefits;

●  approving and reviewing policies related to reimbursements for certain director expenses; and

●  periodically reviewing the ESG policies and practices of the company.      

MEMBERS

Elaine A. Sarsynski (Chair)

G. Kent Conrad

Howard D. Mills, III

Ramsey D. Smith

PRINCIPAL RESPONSIBILITIES

The Risk Committee’s responsibilities include:

●  reviewing and recommending annually for Board approval (i) the company’s enterprise risk management policy and (ii) the risk appetite of the company, and to oversee the implementation and maintenance of such policy and appetite;

●  receiving regular reports on the efforts to implement and comply with regulatory requirements related to risk management;

●  reviewing Genworth’s ability to assess and manage significant and emerging risks, like climate risk;

●  reviewing and analyzing Genworth’s major risk exposures, strategies, processes, and policies, with accompanying stress tests;

●  reviewing and overseeing Genworth’s internal risk function;

●  periodically reviewing and  overseeing Genworth’s compliance program with respect to applicable legal and regulatory requirements and consumer matters, including Genworth’s Code of Ethics and its policies and procedures to facilitate compliance;

●  periodically reviewing and overseeing Genworth’s information technology and information security systems, processes and policies, with a presentation on this topic to the full Board at least annually;

●  receiving reports regarding risks associated with litigation and investigations/regulatory matters involving the company; and

●  discussing with management the company’s overall investment portfolio and investment strategies.

●  prioritization of issues presented to the Board;

●  quality of written, chart and oral presentations presented to the Board by management;

●  quality of Board or Committee discussions on these key matters; and

●  communication and feedback from observations of fellow Board members.

●  ways to improve the effectiveness of the Board and its Committees;

●  suggestions for Board process improvement;

●  specific issues which should be discussed by the Board in the future; and

●  any other matter of importance to Board functions.  

●  Governance Committee annually determines the Board evaluation criteria and process to be utilized

●  Process is implemented annually at a regularly scheduled meeting

●  Board Chair and Governance Committee Chair oversee Board and Committee evaluation process

●  Questions are developed to solicit ideas from the directors to improve and identify key items required by the Governance Principles and Key Practices of the Governance Committee regarding the effectiveness of the Board and Committees

●  Questions are distributed in advance for directors to anonymously complete

●  Directors also may request additional questions or topics be discussed as a part of the Board and Committee evaluation process

●  Governance Committee Chair interviews each director to discuss, among other things, feedback for and evaluation of the other directors

●  Board allots ample time for Board evaluation discussion

●  Board Chair and Governance Committee Chair facilitate Board evaluation deliberations

●  Committees allot ample time for discussion to receive feedback from the directors regarding the questions

●  Committee members and directors can also have private discussions with Committee Chairs or Board Chair

●  Board Chair works with Committee Chairs to organize comments received regarding options for change at either Board or Committee level

●  The Board and each Committee review and discuss the results of the Board evaluation assessment, and coordinate any necessary follow-up actions

●  Board Chair oversees tracking, and implementation of any new agreed upon Board and Committee priorities and actionable items

●  Board is informed throughout the following year regarding follow up items and/or progress on implementing changes

2022 Highlights

●  New Director orientation sessions

●  Board site visits

●  Board education sessions, including topics such as new accounting standards, LTC policyholder claims, ESG and CareScout

●  Cybersecurity preparedness exercise

●  Director participation in external continuing education courses and seminars and certification programs

Proposal 2

Advisory Vote to Approve Named Executive Officer Compensation

Thomas J. McInerney

President and
Chief Executive Officer (“CEO”)

Daniel J. Sheehan IV

Former Executive Vice
President, Chief Financial
Officer (“CFO”) & Chief
Investment Officer (“CIO”) ⁽¹⁾

Brian Haendiges

Executive Vice President—
U.S. Life Insurance

Gregory Karawan

Executive Vice President and
General Counsel⁽²⁾

Melissa Hagerman

Executive Vice President and
Chief Human Resources
Officer⁽³⁾

Delivering Strong Financial Performance

Full-year 2022 adjusted operating income of $633 million was well above market expectations and achieved despite a volatile macroeconomic backdrop. Enact delivered strong operating performance and record insurance in force along with prudent capital management and successful loss mitigation practices. These successes enabled Enact to exceed both financial and non-financial targets in 2022. U.S. Life insurance continued to make progress in executing its multi-year LTC in-force rate action plan and stabilizing the LTC block. In addition, the Investments portfolio remained strong, exceeding internal goals for net investment income, purchase yield, and impairments.

Working to Achieve Economic Breakeven / Stabilize Legacy LTC Block

In 2022, Genworth exceeded its internal targets for in-force LTC rate action approvals and premium rate actions filed on legacy blocks of LTC in execution of its multi-year rate action plan. During the full year of 2022, the company received LTC in-force rate action approvals impacting $1.1 billion of annualized in-force premiums, with a weighted average increase of 48%, getting Genworth to approximately $549 million in annual premium rate increase approvals in 2022. Of that aggregate amount, Genworth is awaiting the final disposition of a small number of the approvals as it works through implementation mechanics.

Return of Capital, Debt Reduction, Financial Strength and Flexibility

In May, the Genworth Board of Directors authorized a new share repurchase program of up to $350 million. This important milestone marked the first time Genworth returned capital to stockholders in over 14 years. As of December 31, 2022, the company had repurchased $64 million worth of outstanding shares at a price less than $4 per share. The company intentionally contained the level of purchases in 2022 until its holding company debt target of $1 billion or less was achieved and conditions to remove the GSE capital restrictions on our Enact subsidiary were satisfied.

In September, the company paid off the remaining senior notes due in 2024 thus achieving the long-term holding company debt target of $1 billion or less. Holding company debt at the end of 2022 was under $900 million, reflecting over $3 billion of debt retired since 2013. By reaching its debt target, Genworth was well positioned from a capital perspective to meet the financial conditions necessary as of the fourth quarter of 2022 to remove GSE capital restrictions on Enact. This important milestone benefits Enact as it is no longer subject to more stringent requirements relative to its peers and, in turn, levels the playing field with competitors. Genworth, as the parent, also benefits from the lifting of GSE restrictions with greater financial flexibility that can be used for potential investments in growth and to continue returning capital to stockholders. Additional indicators of financial strength and financial flexibility are demonstrated by an additional $13 million of holding company debt opportunistically purchased in the fourth quarter of 2022.

The combined efforts in the areas of debt reduction, achieving GSE requirements, and returning capital to stockholders along with continued progress in the U.S. Life Insurance businesses has enabled the company to receive multiple rating agency upgrades during 2022. These upgrades confirm the progress that Genworth has made in 2022 and how the company is well positioned to continue that progress into the future with additional financial strength and flexibility.

The Enact mortgage insurance business exceeded goals for adjusted operating income and adjusted return on equity

The U.S. Life Insurance business surpassed its 2022 multi-year LTC premium rate action plans

Investments income, purchase yields, and impairments performance all exceeded targets

The U.S. Life Insurance Businesses exceeded targets for successful management of LTC in-force non-financial priorities

Capital Management Program results exceeded targets due to strong holding company debt reduction and the initiation of a stock repurchase program

●   Annual incentives (short-term performance-based awards) are measurable and align with business operating plans.

●   Annual grants of long-term incentives to NEOs including equity-based PSUs (vest based on company performance after three years) and RSUs (long-term stock appreciation with an emphasis on retention).

●   A majority of annual compensation of our NEOs is at risk.

●   Our CEO has 87% of total target pay linked to company performance, through PSUs and annual incentives for 2022.

●   Our other NEOs have an average of 75% of total target pay at risk through PSUs, RSUs, and annual incentives for 2022.

●   Annual long-term incentive grants constitute the largest component of target compensation for NEOs.

●   We review the composition of our compensation benchmarking peer group and leverage its compensation information to inform on competitiveness of pay levels for base, short term and long term incentive pay.

●   We strive to anchor our pay within a reasonable range of the median of the market, taking into account a combination of benchmarking data, importance of role to the company and individual skill sets, among other factors.

●   In determining annual incentive awards, the Compensation Committee measures performance against specific financial and non-financial objectives for the NEO’s area of responsibility, together with a qualitative assessment of operational performance and other results.

●   Our long-term equity awards reward achievement of specific longer-term company objectives.

●   Executive officer stock ownership guidelines for our CEO (7x salary), our CFO and CIO (3x salary) and for our other Executive Officers (2x salary).

●   50% retention ratio for net after-tax shares received from the vesting or exercise of all equity incentive awards until executive officers’ stock ownership guidelines are met, ensuring significant personal assets are aligned with long-term stockholder interests.

●   Exercises of previously awarded stock options and stock appreciation rights (“SARs”) are settled in stock and are subject to a nine-month net hold requirement.

●   Clawback, anti-hedging and anti-pledging policies.

   Annual Advisory Approval of Executive Compensation

   Use of Performance-Based Long-Term Incentives

   Stock Ownership Requirements for Executive Officers

   Retention Requirements for Equity Awards

   Anti-Hedging and Anti-Pledging Restrictions

   Clawback Policy

   Double-Trigger for Change of Control Benefits

   No Excise Tax Gross-Ups for Change of Control Benefits

   Ongoing Outreach to Understand Our Stockholders’ Views

●   We are enhancing our approach to disclosure for the 2022 annual incentive program to provide a clearer format while not removing key information stockholders have come to expect

●   We will continue to streamline and simplify the scorecard by reducing the number of metrics in the 2023 annual incentive program while keeping the focus on key drivers in the business

●   To further align to stockholders, we will increase total shareholder return (“TSR”) weighting in our 2023 performance awards for executive officers.

●   We maintain our executive compensation program design upholding our Guiding Principles – See Compensation Discussion and Analysis—Compensation Philosophy

●   We will continue ongoing engagement with stockholders to understand their views

●  Reduced holding company debt to under $900 million thus achieving the long-term holding company debt target of $1 billion or less

●  Paid off remaining senior notes debt due in 2024 in third quarter 2022

●  GSE leverage and interest coverage restrictions achieved by year end 2022 and restrictions were lifted in March 2023

●  Share repurchase program approved and underway with $64 million of outstanding shares purchased in 2022

●  Rating agency upgrades received from each of the three major rating agencies

●  The Compensation Committee determined above target funding was warranted

●  Genworth is advancing its strategy to drive future growth through our new, less capital-intensive senior care services business under the CareScout brand. First area of focus is a fee-based services business providing care navigation support and advice to existing LTC policyholders and new customers. The pilot is expected to launch in first half of 2023 to existing Genworth LTC policyholders

●  The CareScout leadership team is fully in place and executing on the go-to-market strategy

●  The Compensation Committee determined target funding was warranted

●  Enhanced the talent review and succession planning process

●  Established Diversity & Inclusion executive council

●  The Compensation Committee determined above target funding was warranted

●  Private placement production was pressured throughout the year by reductions in investable cash and relative value

●  Strong progress achieved on drafting the investment ESG framework with additional certifications in progress

●   In the aggregate, the Compensation Committee determined below target funding was warranted

●  Optimized the value of the Life and Annuity block, with contract negotiations completed and key resources allocated to ensure successful multi-year transformation with third party outsourcing arrangement

●  Improved assumption review process across LTC, life, and annuities, with Medical Advisory Board to inform assumptions

●  Transformation of customer experience to align to strategy, with a refocus of the Operations team, expedited turnaround in customer service, rolled out several pilots

●  The Compensation Committee determined above target funding was warranted

Thomas J. McInerney

Mr. McInerney’s annual incentive award could range from 0% of target to 200% of target based on results versus applicable performance targets. His 2022 target was $2,000,000 (or, 200% of base pay). Mr. McInerney’s approved annual incentive award for 2022 was $2,800,000, or approximately 140% of his targeted amount, based on the achievement of the financial and non-financial measures indicated below.

Gregory Karawan

Mr. Karawan’s annual incentive award could range from 0% of target to 200% of target based on results versus applicable performance targets. His 2022 target was $550,000 (or, 100% of base pay). Mr. Karawan’s approved annual incentive award for 2022 was $770,000, or approximately 140% of his targeted amount, based on the achievement of the financial and non-financial measures indicated below.

Melissa Hagerman

Ms. Hagerman’s annual incentive award could range from 0% of target to 200% of target based on results versus applicable performance targets. Her 2022 target was $500,000 (or, 100% of base pay). Ms. Hagerman’s approved annual incentive award for 2022 was $700,000, or approximately 140% of her targeted amount, based on the achievement of the financial and non-financial measures indicated below.

Daniel J. Sheehan IV

Mr. Sheehan’s annual incentive award could range from 0% of target to 200% of target based on results versus applicable performance. His 2022 target was $1,550,000 (or, 200% of base pay). Mr. Sheehan’s approved annual incentive award for 2022 was $2,015,000, or approximately 130% of his targeted amount, based on the achievement of the following financial and non-financial measures (which are based 50% on the financial and non-financial measures indicated below for the other NEOs and 50% on the achievement of financial and non-financial measures for the investment function):

Brian Haendiges

Mr. Haendiges’ annual incentive award could range from 0% of target to 200% of target based on results versus applicable performance. His 2022 target was $600,000 (or, 100% of base pay). Mr. Haendiges’ approved annual incentive award for 2022 was $660,000, or approximately 110% of his targeted amount, based on the achievement of the following financial and non-financial measures: