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PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION—MARCH 27, 2024

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 (Amendment No. )

Filed by the Registrant Filed by a party other than the Registrant      

CHECK THE APPROPRIATE BOX:
  Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
  Definitive Additional Materials
Soliciting Material under §240.14a-12

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 ALL BOXES THAT APPLY):
  No fee required
Fee paid previously with preliminary materials
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


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PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION—MARCH 27, 2024


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Table of Contents

   
Our Values in Action in 2023

Make it happen                           Make it human                        
     
Capital Generation from Enact

Enact’s strong performance and shareholder distributions continue to be an important source of cash flows to Genworth. Enact’s quarterly dividends in 2023 delivered proceeds of $82 million to Genworth. Enact also announced a $100 million share repurchase plan on top of its existing $75 million program and paid a special cash dividend totaling $113 million to shareholders in December 2023. Overall, Genworth received $245 million of capital returns from Enact last year, and has cumulatively received $615 million since Enact’s IPO.
 

Share Repurchase Program

Genworth’s share repurchase program delivered strong shareholder value in 2023 and is a key component of our capital management strategy. In July 2023, we announced a $350 million expansion of our existing repurchase program, which was the same amount as our previous authorization. Overall, since our program’s inception in May 2022, we have repurchased approximately $[●] million worth of shares, through April [●], 2024, at an average price of $[●] per share. In 2024, we will continue to consider additional repurchases subject to market conditions.
Senior Sensitivity

In 2023 more than 1,000 of our associates completed senior sensitivity training, a two-hour workshop that fosters empathy and an understanding of what it feels like to be elderly. We learned more about the challenges faced by our customers and their families and participated in an experiential exercise where household items were used to simulate common aging ailments. We also reflected on how each of us can make our customers’ experiences better by approaching every interaction with compassion and empathy.

 

Volunteerism

Through the Genworth Foundation, we’re investing in organizations that champion our associates’ passions, step up in times of disaster, and align with our business platforms, specifically healthy aging and caregiver support, affordable housing and homelessness, and sustainability and environmental awareness. With these focus areas in mind, Genworth associates volunteered 5,500 hours and donated almost $870,000 to non-profit organizations around the globe, including matching gifts, in 2023.

2024 Proxy Statement       1


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Make it about others                  Make it better                              
     
CareScout Quality Network

At CareScout, we help older adults and their families find quality long-term care through our CareScout Quality Network and the expert guidance of our Care Advocates. We believe quality care should mean more than just safe care. It should be person-centered care, integrating your values, preferences, and goals into the care you receive. This creates a partnership between caregiver and care recipient that addresses the physical, mental, spiritual, and social elements of a person’s health.

In 2023, we launched our CareScout Quality Network for our long-term care insurance policyholders, which includes a select group of long-term care providers certified as quality providers for meeting not just safety standards, but also person-centered care principles. By year end, the CareScout Quality Network was available in 16 states as we work to offer nationwide coverage.
Live Well | Age Well

In 2023, Genworth launched Live Well | Age Well, a voluntary and complimentary wellness program designed to help Genworth long-term care insurance policyholders live in their homes as long as possible during the aging process. Policyholders and their loved ones who choose to participate receive suggestions from our care team based on their current lifestyles, including educational sessions on emotional well-being, caregiver support, home safety and independent activities of daily living—and they can reconnect with Genworth as their needs change.

The Genworth Live Well | Age Well program is delivered through one-on-one coaching and support, personalized wellness plans, online resources, and care packages with items to make daily tasks easier.
The information included in Live Well | Age Well covers a wide variety of topics from fall prevention to medication management, while also diving deep into the specific needs of the individual. It’s our wellness and caregiving guides, though, with backgrounds in clinical health and aging that really make this program special."

Jamala Arland, Executive Vice President, Genworth U.S. Life Insurance


2       Genworth Financial, Inc.


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A Letter to Our Stockholders from Our Board Chair

Dear Stockholder,      
     
The Board of Directors invites you to attend the 2024 Annual Meeting of Stockholders of Genworth Financial, Inc. (the 2024 Annual Meeting), to be held virtually at 9 a.m. E.T. on May 23, 2024. 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/GNW2024.

The 2024 Annual Meeting will include a report on our business operations, discussion and voting on the proposals set forth in the accompanying Notice of 2024 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 the 2024 Annual Meeting, you can ensure your shares are represented at the meeting by promptly submitting your proxy by telephone, internet, or completing, signing, dating, and returning your proxy card.

Key achievements in 2023

Thanks to the commitment and diligence of our management team and workforce, Genworth made significant progress against our three strategic priorities last year. We continued to make strong progress on reducing the tail risk on our legacy long-term care insurance book of business through our Multi-Year Rate Action Plan. We launched the CareScout Quality Network, advancing our goal to leverage Genworth’s long-term care insurance (LTC) expertise to develop innovative aging care solutions. And we returned significant value to shareholders through share repurchases, having repurchased approximately $295 million of shares and expanded the scope of the program by an additional $350 million in 2023. This progress drove a strong Total Shareholder Return (TSR) of 27.7% over the course of the year. The Board is pleased with this progress and remains confident in the strategic direction of the company.
Maintaining our commitment to strong governance

After a significant refresh of the Board of Directors, Genworth continues to benefit from the diverse experiences members of our Board bring to the company. Our collective expertise in financial services, business leadership, risk management, corporate governance, healthcare, and regulatory matters, among other skillsets, are instrumental in guiding not only our growth strategy for CareScout, but also the sustainability of our legacy LTC books of business. We apply these talents in support of our strategic priorities, such as forming a special Board committee to advise on the initial stages of development for CareScout. Outside of our regular Board activities, our directors regularly attend and speak at industry and board conferences, where they’re able to expand both the Board’s knowledge base and governance credentials. We have a strong Board that is deeply engaged in guiding Genworth’s next chapter.

In closing, we are pleased with the company’s achievements and value creation in 2023. With your continued support, the Board and I are confident in Genworth’s ability to continue its long-term growth trajectory and deliver on its mission to help make the aging journey more dignified, connected, and fulfilling.

Cordially,


Melina Higgins
Non-Executive Chair of the Board

2024 Proxy Statement       3


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A Letter to Our Stockholders from Our CEO

Dear Stockholder,

     
     
2023 was another strong year for Genworth and its subsidiaries. I’m pleased with Genworth’s strategic progress in 2023, the ongoing value creation delivered by Enact, and our strong momentum on LTC in-force rate actions – which drove positive statutory income in our U.S. life companies.

Achieving our strategic priorities

We continued to make significant strides in 2023 towards achieving our strategic priorities. Our Multi-Year Rate Action Plan (MYRAP) has substantially improved the financial condition of our legacy long-term care insurance (LTC) business. In 2023 alone, we achieved $354 million in premium rate increases, well above our guidance of $275 million for the year. This brings our cumulative progress to approximately $28 billion in approvals on a net present value basis since 2012, reflecting progress of 84% toward our latest $33 billion estimate for the net present value of rate increases and benefit reductions contemplated in our MYRAP.

We achieved a notable milestone in 2023 by launching our CareScout Quality Network with an initial focus on Genworth policyholders, and the goal of reaching other LTC insurance carriers’ policyholders and eventually all Americans. After an initial launch in Texas, the network currently includes [●] providers and is broadly available in [●] states, as of April [●], 2024. We are working toward nationwide coverage with an initial focus on home care providers that meet our quality credentialling standards and agree to negotiated preferred rates. We also have been focused on building the foundation necessary to re-enter the LTC insurance market through CareScout Insurance later in 2024.
As we drive long-term shareholder value through growth in CareScout and our majority ownership of Enact, we are also making strong progress in returning value to shareholders through our share repurchase program. Since the program’s inception in 2022 through April [●], 2024, we’ve repurchased approximately $[●] million of shares at an average purchase price of $[●] per share. This progress was enabled by Enact’s continued strong performance, which generated $245 million in cash flows to Genworth in 2023. We expect strong cash flows from Enact will continue to fuel our capital returns and growth investments. Since Enact’s IPO, Genworth has received approximately $615 million in capital from Enact through December 2023.

Entering our next chapter

2024 will be a pivotal year as we continue to execute on our long-term strategy to invest in growth and continue returning capital to our shareholders. This year, with the company on solid financial footing, operating with low debt service obligations, and executing a successful share buyback program, I believe we’re better positioned to focus on growth than we ever have been in my more than 11 years at Genworth.

I am confident in Genworth’s direction and the team we have in place to deliver on the vision for our next chapter, while holding true to our mission of empowering families to navigate the aging journey with confidence. As always, thank you for your investment and support.

Sincerely,


Thomas J. McInerney
President and Chief Executive Officer


4       Genworth Financial, Inc.


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Notice of 2024 Annual Meeting of Stockholders  


Date and Time
Thursday,
May 23, 2024,
at 9:00 a.m. ET



Meeting Access
www.virtualshareholder meeting.com/GNW2024
using your 16-digit control number included on your proxy card or notice


Who Can Vote
Stockholders of record at the close of business on March 25, 2024

How to Vote


Internet
www.proxyvote.com


Telephone
1-800-579-1639


E-mail
sendmaterial@proxyvote.com


Mail
You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

Voting Matters

Proposals       Board Vote
Recommendation
      For Further
Details
1. Election of Nine Directors Named in the Proxy Statement

FOR each of the Board’s nominees

Page 17
2. Advisory Vote to Approve Named Executive Officer Compensation FOR Page 59
3. Ratification of the Selection of KPMG LLP as the Independent Registered Public Accounting Firm for 2024 FOR Page 105
4. Approval of an Amended and Restated Certificate of Incorporation to Remove All References to Legacy GE Provisions Including the Removal of References to Class B Common Stock and Renaming Class A Common Stock FOR Page 109
5. Approval of an Amendment to Genworth’s Certificate of Incorporation to Provide Stockholders the Right to Request the Calling of a Special Meeting of Stockholders at a 25% Ownership Threshold FOR Page 112

Stockholders will also discuss and vote on such other business as may properly come before the 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) or any adjournment thereof.

In accordance with the U.S. Securities and Exchange Commission (“SEC”) rule, we are furnishing this proxy statement (“Proxy Statement”) and our Annual Report on Form 10-K for the year ended December 31, 2023 (“2023 Annual Report”) to many of our stockholders solely over the internet. We believe that posting these materials on the internet enables us to provide stockholders with the information that they need more quickly. In addition, it lowers our costs of printing and delivering these materials and reduces the environmental impact of our 2024 Annual Meeting. The Notice of Internet Availability of Proxy Materials sent to many of our stockholders explains how to access the proxy materials online, vote online and obtain a paper copy of our proxy materials.

We urge our stockholders to participate in the 2024 Annual Meeting. Stockholders may vote by telephone, through the internet or by mailing your completed and signed proxy card (or voting instruction form, if you hold your shares through a broker, bank or other nominee). Each share of Class A Common Stock issued and outstanding as of the record date is entitled to one vote on each matter to be voted upon at our 2024 Annual Meeting. Your vote is important and we urge you to vote.

This Notice, the Proxy Statement and proxy card are first being made available or mailed to stockholders on or about April [●], 2024. The accompanying Proxy Statement is hereby incorporated by reference to this Notice.

Cordially,


Michael J. McCullough
Corporate Secretary

Important Notice Regarding the Availability of Proxy Materials for the 2024 Annual Meeting to be Held on May 23, 2024: Genworth’s Notice of 2024 Annual Meeting of Stockholders, Proxy Statement and 2023 Annual Report are available, free of charge, at: www.proxyvote.com

2024 Proxy Statement       5


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Table of Contents

Letters to Our Stockholders       3
Notice of 2024 Annual Meeting of Stockholders 5
Proxy Statement Summary 7
Genworth Board of Directors 17
Election of Nine Directors Named in the Proxy Statement 17
Board’s Nominees 18
Board's Director Nominee Selection 27
Board Composition 27
Director Selection 27
Board Refreshment 34
Corporate Governance at Genworth 35
Corporate Governance Policies and Procedures 36
Board Orientation, Continuing Education and Engagement 39
Limitation on Other Board and Committee Service 40
Board Self-Evaluation 41
Board Structure 43
Board Committees 45
Board Responsibilities 50
Communications with the Board of Directors 53
Compensation of Directors 54
Director Stock Ownership Policy 57
Executive Compensation 58
Report of the Management Development and Compensation Committee 58
Advisory Vote to Approve Named Executive Officer Compensation 59
Compensation Discussion and Analysis 60
Named Executive Officers 60
2023 Company Performance 61
Compensation Philosophy 63
Key Governance Practices 64
Compensation Decision-Making Process 64
Consideration of Last Year’s Advisory Stockholder Vote on Executive Compensation and Stockholder Engagement 67
Key Compensation Program Elements 68
Other Key Compensation Governance Policies 83
Executive Compensation Tables 86
2023 Summary Compensation Table 86
2023 Grants of Plan-Based Awards 87
Outstanding Equity Awards at 2023 Fiscal Year-End Table 89
2023 Options Exercised and Stock Vested Table 90
Pension Benefits 90
Non-Qualified Deferred Compensation 91
Potential Payments upon Termination or Change of Control 92
CEO Pay Ratio 99
2023 Pay Versus Performance Disclosure 100
Audit Matters 105
Ratification of the Selection of KPMG LLP as the Independent Registered Public Accounting Firm for 2024 105
Review and Engagement of Independent Registered Public Accounting Firm       106
Approval of Audit and Non-Audit Services 106
Auditor Fees 107
Report of the Audit Committee 108
Approval of Amendments to Genworth’s Certificate of Incorporation 109
Approval of an Amended and Restated Certificate of Incorporation to Remove All References to Legacy GE Provisions Including the Removal of References to Class B Common Stock and Renaming Class A Common Stock 109
General 109
Reasons for Proposed Amendments 109
Specific Proposed Amendments 111
Approval of an Amendment to the Certificate of Incorporation to Provide Stockholders the Right to Request the Calling of a Special Meeting of Stockholders at a 25% Ownership Threshold 112
General 112
Reasons for Proposed Amendment 112
Specific Proposed Amendment 113
Information About Our Stock 115
Ownership of Genworth Common Stock 115
Ownership of Public Company Genworth Subsidiary 117
Equity Compensation Plan Information 118
Questions and Answers about the 2024 Annual Meeting and Proxy Voting 119
Other Information 127
Voting 127
Meeting Admission 127
2023 Annual Report 127
Date of Distribution 127
Internet Availability of Proxy Materials 128
Appendix A: Amended and Restated Certificate of Incorporation to Remove All References to Legacy GE Provisions Including the Removal of References to Class B Common Stock and Renaming Class A Common Stock 129
Appendix B: Amendment to Genworth's Certificate of Incorporation to Provide Stockholders the Right to Request the Calling of a Special Meeting of Stockholders at a 25% Ownership Threshold 148

Certain statements in this Proxy Statement, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may appear throughout this Proxy Statement. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements, including the risks and uncertainties set forth in our 2023 Annual Report for the year ended December 31, 2023. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.

6       Genworth Financial, Inc.


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Proxy Statement Summary

This summary highlights information about Genworth Financial, Inc. (the “company,” “Genworth,” “we,” “our” and “us”) and certain information contained elsewhere in this proxy statement (“Proxy Statement”) for Genworth’s 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”). In this Proxy Statement, references to “U.S. Life Insurance” refer to both our Long-Term Care Insurance segment and our Life and Annuities segment. In addition, we make reference to our subsidiary, Enact Holdings, Inc. (“Enact”). This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

Meeting Information

Date & Time   Location   Record Date
Thursday, May 23, 2024
9:00 a.m. ET
      www.virtualshareholdermeeting.com/GNW2024       Monday, March 25, 2024

Voting Matters

Stockholders will be asked to vote on the following matters at the 2024 Annual Meeting:

Voting Matters Board Vote Recommendation For Further Details
Proposal 1. Election of Nine Directors Named in the Proxy Statement       FOR each of the Board’s director nominees         Page 17
Proposal 2. Advisory Vote to Approve Named Executive Officer Compensation FOR   Page 59
Proposal 3. Ratification of the Selection of KPMG LLP as the Independent Registered Public Accounting Firm for 2024 FOR   Page 105
Proposal 4. Approval of an Amended and Restated Certificate of Incorporation to Remove All References to Legacy GE Provisions Including the Removal of References to Class B Common Stock and Renaming Class A Common Stock FOR   Page 109
Proposal 5. Approval of an Amendment to Genworth’s Certificate of Incorporation to Provide Stockholders the Right to Request the Calling of a Special Meeting of Stockholders at a 25% Ownership Threshold FOR   Page 112

2024 Proxy Statement       7


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Proxy Statement Summary

2023 Genworth Performance

2023 Strategic Priorities

Further strengthen LTC and financial and operational capabilities to address customer needs
Leverage unparalleled LTC expertise to develop innovative aging care services and solutions
Allocate capital from Enact to drive long-term stockholder value
   

See page 12 for a summary discussion of targets linked to executive officer compensation in 2023


2023 Performance Highlights by Business Area

   Enact
Exceeded financial objectives, including its targets for adjusted operating income, adjusted return on equity (“ROE”) and expense ratio.
Exceeded non-financial objectives through effective risk and pricing management and strong capital management.
  
U.S. Life Insurance
Exceeded our internal targets for in-force rate action (“IFA”) approvals and premium rate actions filed on our legacy blocks of long-term care insurance (“LTC”) in execution of our multi-year rate action plan.
Exceeded our target for core pre-tax statutory income for Genworth Life Insurance Company (“GLIC”) and its consolidated life insurance subsidiaries.
Exceeded the targets for LTC operational excellence and customer service for timeliness in phone speed to answer, claims eligibility, inventory and payments.
Positioned the business for long-term sustainability through: (i) execution of in-force strategic initiatives of supporting CareScout growth initiatives; (ii) continued implementation of LTC litigation settlements; and (iii) implementation of the new U.S. GAAP accounting guidance related to the recognition and measurement of long-duration insurance contracts, commonly known as Long-Duration Targeted Improvements (“LDTI”). Strengthened and expanded the focus on human capital through enhancing employee engagement, diversity, equity, and inclusion efforts.
Corporate and Other
Returned capital to stockholders through the repurchase of $295 million worth of our outstanding shares of common stock at an average price of $5.70 per share under our share repurchase program in 2023.
Expanded our existing share repurchase program by an additional $350 million, reflecting the transformative progress the company has made in recent years. The total amount authorized under the share repurchase program is $700 million.
Completed a successful consent solicitation from bondholders representing the majority in principal amount of our outstanding senior notes due 2034 to permit the repayment, redemption or repurchase of our outstanding fixed-to-floating rate junior subordinated notes due 2066. Opportunistically reduced outstanding holding company debt to $856 million as of December 31, 2023.
Advanced the development and implementation of CareScout Services business by launching the CareScout Quality Network in Texas, while continuing to develop insurance and funding solutions to help Americans afford long-term care.
Strengthened and expanded our focus on human capital through enhancing employee engagement, diversity, equity, and inclusion efforts, and received designation as a Top Workplace in Richmond, Virginia and Stamford, Connecticut.

8       Genworth Financial, Inc.


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Proxy Statement Summary

Our Director Nominees

The table below sets forth information about our director nominees, each of whom is an incumbent member of the Genworth Board of Directors (the “Board” or “Board of Directors”). The Board has determined that eight of the nine nominees are independent directors under the New York Stock Exchange (“NYSE”) listing requirements and our Governance Principles.

Director
Since
  Other Public
Company
Boards
Committee
Membership
Name and Primary Occupation Age A COMP NOM R
G. Kent Conrad
Former U.S. Senator
    76      2013      0                       
Karen E. Dyson
Lieutenant General, U.S. Army, Retired
64 2020 0
Jill R. Goodman
Managing Director, Foros Advisors LLC
57 2021 1
Melina E. Higgins, Non-Executive Chair of the Board
Former Partner, The Goldman Sachs Group, Inc.
56 2013 1
Thomas J. McInerney
President and Chief Executive Officer, Genworth Financial, Inc.
67 2013 1
Howard D. Mills, III
Executive Vice President of Business Development and External Affairs, beeXact
59 2021 0
Robert P. Restrepo Jr.
Former Chairman and President and Chief Executive Officer, State Auto Financial Corporation
73 2016 2
Elaine A. Sarsynski
Former Chairwoman, Chief Executive Officer and President, MassMutual International
68 2022 3
Ramsey D. Smith
Founder and Chief Executive Officer, ALEX.fyi
56 2021 0

A Audit       Chair
COMP Management Development and Compensation Member
NOM Nominating and Corporate Governance
R Risk

2024 Proxy Statement       9


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Proxy Statement Summary

Board’s Director Nominee Skills and Attributes

The Board and the Nominating and Corporate Governance Committee (“Governance Committee”) believe it is important that our Board is composed of directors who possess a range of key qualities, experience and skills and bring diverse perspectives. Our Board and Governance Committee believe that each of the Board’s director nominees bring a unique set of qualities, experience and skills, and the blend of our directors’ qualities, experience, skills and perspectives helps ensure that our Board is well-positioned to examine, address and provide oversight of the issues facing the company and its business.

Independence       Tenure       Age
 
  Race/Ethnicity            Gender  
     
Core Competencies
 
Strategic Skills

For more information on our directors’ skills and why these skills are important to the Board and Genworth’s business, please see Skills Matrix on page 28.

10       Genworth Financial, Inc.


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Proxy Statement Summary

Corporate Governance Highlights

Our corporate governance practices are designed to help advance the interests of our stockholders, provide for strong Board and management oversight and accountability and provide guidelines for responsible decision-making. Some of our key governance principles and practices are set forth below, and more information can be found in the Corporate Governance at Genworth section of this Proxy Statement.

   
Board Independence and Composition
Board committees consist entirely of independent directors
Separate Independent Chair and CEO
Female Leadership Key Roles
Non-Executive Chair of Board
50% of Committee Chairs
     
Board Performance
All directors attended at least 75% of meetings held in 2023
Independent directors meet regularly in executive session
Annual Board and Committee self-evaluations
   
Stockholder Rights
Annual election of all directors
Majority voting for directors in uncontested elections
Stockholder ability to call special meeting
No poison pill
Policies, Programs and Guidelines
Code of Ethics with annual employee acknowledgement
Stock ownership requirements for directors and executive officers
Anti-hedging and anti-pledging policies for directors and executive officers
“Environment, Social and Governance” section of our corporate website and annual Sustainability Report

2024 Proxy Statement       11


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Proxy Statement Summary

Executive Compensation Highlights

Compensation Program Features

Our 2023 annual executive compensation program consisted of the following key elements: base salary, annual incentive, and annual long-term incentive grants (which includes performance stock units (“PSUs”) and restricted stock units (“RSUs”)). A significant portion of target executive compensation is completely at risk.

2023 CEO Target Compensation   2023 Other NEO Target Compensation
     

Funding Outcomes for Incentive Pay Programs

Payout Funding Results Summary
Key Annual
Incentive Financial
Objectives
     
Above Target
     
The Enact mortgage insurance business exceeded its goals for adjusted operating income, adjusted return on equity and expense ratio.
The U.S. Life Insurance business exceeded its internal targets in 2023 for IFA approvals and premium rate actions filed under our multi-year rate action plan, GLIC core pre-tax statutory income and customer service experience and operations.
Investments income, purchase yields, and impairments performance all exceeded targets.
Key Annual
Incentive
Non-Financial
Objectives
Above Target
The company returned capital to stockholders through share buybacks, opportunistically repurchased debt, and managed the company’s leverage ratio below 25%.
Strengthened and expanded the focus on human capital through enhancing employee engagement, diversity, equity, and inclusion efforts, and received “Top Workplace” designation in Richmond, Virginia and Stamford, Connecticut.
Long-Term
Financial
Objectives
Above Target
Our 2021-2023 PSU awards payout was driven by Adjusted Operating Income and strong Total Shareholder Return (“TSR”).

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Proxy Statement Summary

Stockholder Engagement

Our Board and management value the insights and feedback from our stockholders. We regularly communicate with our stockholders through a variety of channels, including quarterly earnings calls and investor meetings and conferences, and we also actively engage with them throughout the year to discuss matters significant to our business. We seek our stockholders’ input on a variety of matters, including corporate governance, executive compensation and sustainability, among other matters.

Stockholder engagement usually involves a cross-functional team, representing investor relations, sustainability, corporate governance and compensation and benefits, to ensure key topics are covered. Management provides regular updates to the Board throughout the year on stockholder engagement, including insights and feedback received from our stockholders.

During 2023, we engaged in a stockholder outreach campaign to understand our key investors’ views on our strategy, performance, governance practices, Board composition and oversight, compensation programs, and sustainability initiatives, among other topics. In our outreach campaign, we targeted our top 20 stockholders, representing 54% of shares outstanding.

Through our stockholder engagement, we strive to be responsive to our stockholders and use the input received from our stockholders to help inform our strategies and priorities.

Outreach to our Stockholders Representing 54% of Shares Outstanding
Discussed the following key topics:
Director Compensation
Pay-versus-Performance Disclosures
Corporate Governance, Board Composition and Oversight of Risk
Executive Compensation Programs
Officer Exculpation
Sustainability
Implementation of New U.S. GAAP Accounting Guidance

2024 Proxy Statement       13


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Proxy Statement Summary

Sustainable Compassion & Care

Building on our foundation of robust governance practices, we strive to create long-term value for our key stakeholders – executing with competence, compassion, and care.

We believe our sustainability efforts contribute meaningfully to our success as a company and we remain committed to continuing to integrate our sustainability strategy into our business strategy. We invite you to review our 2023 Sustainability Report to learn more about our collective accomplishments and plans to continue serving our customers, our colleagues and our community.


Our People     
 
          
We are committed to helping families become more financially secure, self-reliant and prepared for the future, and that philosophy extends to our employees. We take a holistic approach to human capital management, including attracting and retaining talent with comprehensive benefits and compensation packages, providing professional development and learning opportunities, facilitating access to dedicated resources that foster an equitable and inclusive environment and encouraging a sincere commitment to community service and involvement.
Total Rewards
Our compensation package, including salary, bonus and long-term incentives, aligns employee and stockholder interests.
In addition to a competitive compensation program, we also offer our employees benefits such as life and health insurance, paid time off, paid family leave, identity theft protection, financial planning and a retirement savings plan.
     
Well-Being
To further support our employees, we continue to provide financial, health and wellbeing resources, as well as a flexible work schedule to allow employees additional time for self-care and the care of family members.
In 2023, we introduced a new rewards and recognition platform that encourages our employees to recognize one another for exemplifying our values to make it human, make it about others, make it happen, and make it better as they serve our current and future customers.
Learning & Development
We offer a multitude of professional development and career enrichment opportunities, including building leadership skills, professional skills training and industry-specific matters, as well as education reimbursement benefits and student loan repayments to aid career progression.
Additionally, we facilitate an annual organization-wide talent management process to support career development, progression and succession planning.
Social Responsibility
We use our outreach platforms, including the Genworth Foundation, to extend our very purposeful impact in our communities through grants, program sponsorships, paid volunteer time for our employees, and employee-directed charitable giving. We align philanthropic efforts with our primary business focus areas, our commitment to sustainability, and other programs that are important to our employees.

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Proxy Statement Summary

         
Our Culture
We are committed to fostering an inclusive work environment that encourages employees to be their authentic selves. Our executive leadership established a diversity, equity, and inclusion (DE&I) executive steering committee to emphasize the importance of Genworth’s diversity philosophy. We have built and continue to actively engage strong community connections and partnerships with diverse organizations to promote equitable opportunities and have implemented training initiatives to enhance employee inclusivity and self-awareness.
We empower our employees to embrace their differences and commonalities to contribute to a culture of belonging. To help in this important work, we have 13 Employee Resource Groups (ERGs) that connect associates who share affinities, characteristics, life experiences, or who are interested in supporting these groups as allies. Our ERGs are voluntary associate-led groups that host events and learning opportunities to celebrate the culture, heritage and contributions of the communities they represent.
We are proud to embrace a future where the diversity of our associates, leadership and executives contribute to a culture of belonging and inclusion. As of December 31, 2023, we employed approximately 2,700 full-time and part-time employees globally, none of which are subject to a collective bargaining agreement. Women comprised approximately 61% of our total U.S. employee population, while 34% of our employees in the U.S. were ethnically diverse. Among people leaders in the U.S., 46% were women and 24% were ethnically diverse and for our senior management, which we designate based on internal human resource compensation levels, 32% were women and 22% were ethnically diverse. With respect to the eight members of our non-management Board of Directors, four are women and two are ethnically diverse. In addition, as of January 1, 2024, of the five senior leaders of our top business lines and our investments group, three are women and four are ethnically diverse.

Our Community      
  
           
Care-Centered Philanthropic Platform
We are committed to active and meaningful community engagement to support health, vitality, and economic empowerment. In 2023, our primary areas of philanthropic focus included Healthy Aging and Caregiving, Senior Affordable Housing and Homelessness, and Sustainability. Genworth contributed almost $1 million in sponsorships to organizations that align with our philanthropic focus areas in 2023.
     
Employee Engagement
We support civic engagement through paid volunteer time for our employees, our event sponsorship program, employee-directed charitable gifts through the Genworth Foundation, and our commitment to environmental sustainability.
Including matching gifts, Genworth employees donated nearly $870,000 to non-profit organizations globally and volunteered close to 5,500 hours during 2023.
Genworth Foundation
The Genworth Foundation awarded grants and other funding totaling over $2.4 million in 2023. Our foundation also contributed more than $351,000 in matching gifts, employee volunteer rewards, and other service donations.

2024 Proxy Statement       15


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Proxy Statement Summary

The Environment      
  
              
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 2023 CDP (Carbon Disclosure Project) submission (reflecting efforts and initiatives undertaken in 2022).
     
Investing Purposefully and Responsibly
We understand that sustainability begins with our fiduciary responsibility to honor the promises to our policyholders. Accordingly, we integrate environmental, social and governance (“ESG”) considerations into our analysis of investments that fall within our core investment parameters and provide sustainable market returns. As of December 31, 2023, Genworth held more than $775 million in sustainable investments and investment commitments, including $515 million in green, social, sustainability, and sustainability-linked bonds with $235 million invested in hydro, wind, solar, and energy-efficiency projects and a $25 million commitment to an energy transition private equity fund.

Our Board Oversight of Sustainability      
  
                   We believe that effective corporate governance helps promote the long-term interests of our stockholders and strengthens Board and management oversight and accountability. We have created a governance framework that ensures we have a culture of management accountability, which helps us to uphold Genworth’s commitment to corporate responsibility and protects the interests of our stakeholders.

              
Governance Committee

The Nominating and Corporate Governance Committee has general oversight of our ESG policies and practices and regularly reviews our sustainability platform. In addition, this committee has specific oversight responsibilities over our:

Political contributions and expenditures, including periodically reviewing the nature and amount of the company’s political contributions and expenditures, the operations of the company’s Political Action Committee and the company’s public disclosure regarding such activities;
Philanthropic programs and financial and other support of charitable, education and cultural organizations as well as the company’s community volunteer activities; and
Environmental policy and practices.

              
Compensation Committee
The Management Development and Compensation Committee (the “Compensation Committee”) has oversight responsibility relating to executive compensation and succession planning. This committee also oversees matters related to Genworth’s human capital management strategy. In 2023, this committee received updates on our diversity and inclusion initiatives as well as on the recruitment, retention, and engagement of our associates. In addition, this committee also oversees our Human Rights Policy.
     
Risk Committee
The Risk Committee is responsible for oversight of enterprise risk management, our information security programs, and our investment portfolio and strategy, among other things. This committee considers climate-related risks in its assessments of standard operational risks, including risks related to the regulatory environment, technology, and Genworth’s reputation. In 2023, the Risk Committee received regular updates related to data security and cybersecurity matters and discussed emerging risks including artificial intelligence and the potential impact of climate risk.

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Genworth Board of Directors

Proposal 1
Election of Nine Directors Named in the Proxy Statement

At the 2024 Annual Meeting, nine directors are to be elected to hold office until the 2025 Annual Meeting of Stockholders 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 our Bylaws. Our Board has nominated Sen. Conrad, Lt. Gen. Dyson, Ms. Goodman, Ms. Higgins, Mr. McInerney, Mr. Mills, Mr. Restrepo, Ms. Sarsynski and Mr. Smith to be elected by the holders of our common stock at the 2024 Annual Meeting. Each of the Board’s nine director nominees currently serves on our Board. We are not aware of any reason why any Board nominee would be unable to serve as a director. If a nominee is unable to serve, the shares represented by all valid proxies will be voted for the election of any other person that our Board may nominate as a substitute.

The Board’s nine nominees for election at the 2024 Annual Meeting are individuals with diverse experience at policy-making levels in business and government and in other areas that are relevant to our company. As discussed in the following pages, each of the Board’s director nominees was nominated on the basis of the unique set of qualities, experience and skills he or she brings to the Board, as well as how those qualities, experience and skills blend with those of the other directors on the Board as a whole. The combination of these nominees’ diverse qualities, experience and skills ensures that issues facing our company are examined and addressed with the benefit of a broad array of perspectives and expertise. The Board has determined that eight of the nine nominees are independent directors under the NYSE listing requirements and our Governance Principles, which are discussed below under Corporate Governance Policies and Procedures.

The Board recommends that stockholders vote FOR the election of Sen. Conrad, Lt. Gen. Dyson, Ms. Goodman, Ms. Higgins, Mr. McInerney, Mr. Mills, Mr. Restrepo, Ms. Sarsynski and Mr. Smith.

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Genworth Board of Directors

Board’s Nominees

Director Bios

G. Kent Conrad, 76, Independent Director
Former U.S. Senator


Committees:

Nominating and Corporate Governance (Chair)
Risk

Director Since:
March 2013
QUALIFICATIONS
Sen. Conrad brings to the Board extensive knowledge of and insights into public policy, fiscal affairs, government relations and regulatory affairs through his 26 years serving as a U.S. Senator for North Dakota. During his service as a United States senator, Sen. Conrad successfully negotiated the budget for the United States as Chairman of the Senate Budget Committee, oversaw Social Security and Medicare programs and U.S. tax policy as a Senior Member of the Senate Finance Committee, and helped oversee the Intelligence function of the United States as a member of the Senate Select Committee on Intelligence. Sen. Conrad’s formidable experience in both Federal and State government positions brings significant leadership experience and 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
Risk Management Corporate Governance/
Public Company Board
Healthcare/Medical

Public Policy/Regulatory

International


 
 
 
 

PROFESSIONAL EXPERIENCE
Strategic advisor to Molina Healthcare, Inc. since 2014
Advisor to the CEO of the Baltimore Orioles since 2020
U.S. Senator representing the State of North Dakota from January 1987 to January 2013
Chairman or Ranking Member of the Senate Budget Committee for 12 years, Senior Member of the Senate Finance Committee and Member of the Senate Select Committee on Intelligence
Tax Commissioner for the State of North Dakota from 1981 to 1986 and Assistant to the Tax Commissioner from 1974 to 1980
OTHER BOARD OR LEADERSHIP POSITIONS
Co-chair of the Economic Advisory Board for The American Edge Project since 2022
Member of the board of directors of the Committee for a Responsible Federal Budget since 2014
Senior Fellow for the Bipartisan Policy Center since 2014

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Genworth Board of Directors

Karen E. Dyson, 64, Independent Director
Lieutenant General, U.S. Army, Retired


Committees:

Audit
Management Development and Compensation (Chair)

Director Since:
December 2020
QUALIFICATIONS
Lt. Gen. Karen Dyson is a qualified financial expert, whose distinguished military career spanned more than 35 years. 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 corporate governance, risk oversight and management development and compensation experience. Her extensive financial management and board experience also 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 chair the Management Development and Compensation Committee and serve on the Audit Committee.
SKILLS
Financial/ Investment Risk Management Corporate Governance/ Public Company Board

Public Policy/ Regulatory

Technology/ Information & Cybersecurity

Mergers and Acquisition/ Restructuring International
 
 
 
 
 
 
 
PROFESSIONAL EXPERIENCE
Military Deputy to the Assistant Secretary of the Army for Financial Management and Comptroller from August 2014 to August 2017
First female finance officer to achieve three-star general officer rank in August 2014
National Association of Corporate Directors (NACD) Directorship Certified
OTHER BOARD OR LEADERSHIP POSITIONS
Director of USAA Federal Savings Bank since October 2017 (serving as nominations and governance committee chair)
Director of CALIBRE Systems, Inc. since October 2018 (serving as audit committee chair)
Director of Army Emergency Relief Organization since 2020

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Genworth Board of Directors

Jill R. Goodman, 57, Independent Director
Managing Director, Foros Advisors LLC

Committees:

Management Development and Compensation
Nominating and Corporate Governance

Director Since:
March 2021
QUALIFICATIONS
Ms. Goodman has a distinguished background in strategic advisory work, with more than 25 years of experience advising corporations on mergers and acquisitions, including issues related to capital structure and financing. 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. As a former corporate and securities lawyer, Ms. Goodman also brings important insights in those areas to the Board. 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
CEO/Business Head Financial/Investment Risk Management

Corporate Governance/
Public Company Board

Healthcare/ Medical Mergers
and Acquisition/
Restructuring

 
 
 
 
 
 
 
PROFESSIONAL EXPERIENCE
Managing Director of Foros Advisors LLC, a strategic financial and mergers and acquisitions advisory firm, since November 2013
Managing Director and Head, Special Committee and Fiduciary Practice—U.S. at Rothschild & Co. from 2010 to October 2013
Managing Director in the Mergers & Acquisitions and Strategic Advisory Group of, and various prior positions with, Lazard from 1998 to 2010
OTHER BOARD OR LEADERSHIP POSITIONS
Director of Cboe Global Markets, Inc. (BATS: CBOE), a leading provider of trading, clearing and investment solutions to market participants around the world, since 2012 (serving as finance and strategy committee chair and as a member of the executive and nominating and governance committees)
Director of Cover Genius Pty Ltd, a private global insurance technology company, since February 2022 (serving as audit and risk committee chair and as a member of the compensation committee)

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Genworth Board of Directors

Melina E. Higgins, 56, Non-Executive Chair of the Board
Former Partner, The Goldman Sachs Group, Inc.

Committees:

Audit
Management, Development and Compensation

Director Since:
September 2013
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. During her tenure on the Board, Ms. Higgins has also served on all of Genworth’s standing Board committees. Ms. Higgins’ skills, extensive experience on numerous public and private companies’ boards and service on all of the Board’s standing committees, are valuable in her role as Board Chair and as a member of the Audit and Management Development and Compensation Committees.
SKILLS
CEO/Business Head Financial/ Investment Risk Management

Corporate Governance/ Public Company Board

Healthcare/ Medical

Mergers and Acquisition/ Restructuring International
 
 
 
 
 
PROFESSIONAL EXPERIENCE
Retired in 2010 from a nearly 20-year career in various positions at The Goldman Sachs Group, Inc., where she served as Managing Director from 2001 and as Partner from 2002
Other notable positions during her tenure include Head of the Americas for Private Debt; Co-Chairperson of the Investment Advisory Committee for the GS Mezzanine Partners funds; and a member of the Investment Committee for the Principal Investment Area (one of the largest alternative asset managers in the world), which oversaw and approved global private equity and private debt investments
OTHER BOARD OR LEADERSHIP POSITIONS
Director of Viatris Inc. (Nasdaq: VTRS) since November 2020 (serving as non-executive chair, finance committee chair and executive committee chair)
Non-Executive Chair of the Board of Antares Midco, Inc. since January 2016
Member of the Women’s Leadership Board of Harvard University’s John F. Kennedy School of Government since March 2015
Former director of Mylan N.V. (Nasdaq: MYL) from February 2013 to November 2020
Former director of NextGen Acquisition Corp. II (Nasdaq: NGCA) from March 2021 to December 2021

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Genworth Board of Directors

Thomas J. McInerney, 67
President and Chief Executive Officer, Genworth Financial, Inc.


Committees: None


Director Since:
January 2013
QUALIFICATIONS
Mr. McInerney brings to his role extensive knowledge of the insurance and financial services industries and risk management within those industries through his more than 40 years of experience, including previous leadership roles at ING Groep NV, Aetna and Boston Consulting Group, Inc. Mr. McInerney’s broad operating experience over many decades leading complex global insurance businesses provides Genworth with important, well-informed insights into navigating market dynamics, establishing new business lines and leading organizations through significant change.
SKILLS
CEO/Business Head Financial/ Investment Risk Management

Corporate Governance/ Public Company Board

Industry

Healthcare/ Medical

Marketing

Public Policy/ Regulatory

Mergers and Acquisition/ Restructuring International
PROFESSIONAL EXPERIENCE
President and Chief Executive Officer of Genworth since January 2013
Senior Advisor to the Boston Consulting Group, Inc. from June 2011 to December 2012, providing consulting and advisory services to leading insurance and financial services companies in the United States and Canada
Member of ING Groep NV’s Management Board for Insurance from October 2009 to December 2010, where he was the Chief Operating Officer of ING Groep NV’s insurance and investment management business worldwide
Variety of senior roles with ING Groep NV and leadership positions with Aetna Inc., where he began his career as an insurance underwriter in June 1978
OTHER BOARD OR LEADERSHIP POSITIONS
Director of Enact Holdings, Inc. (Nasdaq: ACT), a majority-owned subsidiary of Genworth, since its IPO in September 2021
Director of United Way Worldwide since 2023
Director of Virginia Learns since 2022
Director of Global Research Institute at William & Mary since 2021
Chair of the Board at Virginia Ready since 2023
Member of the American Council of Life Insurers since 1995 and serves, and has served, on its CEO Steering Committees and Board

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Genworth Board of Directors

Howard D. Mills, III, 59, Independent Director
Executive Vice President of Business Development and External Affairs, beeXact

Committees:

Nominating and Corporate Governance
Risk

Director Since:
March 2021
QUALIFICATIONS
Mr. Mills has extensive experience leading global insurance regulatory functions for both private and government entities, including at Deloitte LLP 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 and led the New York Department’s transition to risk-based examinations. As Senior Advisor to McKinsey & Company, Mr. Mills advises boards and executives on regulatory and reputational risk, executive positioning, strategy, environmental, social and governance (“ESG”) matters, financial communications, crisis management, mergers and acquisitions and public policy, allowing him to provide significant insights to the Board on these topics. Mr. Mills also 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
Risk Management Corporate Governance/
Public Company Board
Industry

Healthcare/
Medical

Marketing

Public Policy/ Regulatory Technology/
Information & Cybersecurity
International
 
 
 
 
 
PROFESSIONAL EXPERIENCE
Executive Vice President of Business Development and External Affairs of beeXact, a geospatial data management/EngineeringTech company that designs fiber optic networks and provides municipal digital twin services, since 2021
Senior Advisor to McKinsey & Company since 2021
Managing Director and Global Insurance Regulatory Leader at Deloitte LLP from 2007 to May 2019, serving Deloitte LLP’s largest U.S. and global insurance clients
Superintendent of the New York State Insurance Department from 2005 to 2006
Served three terms in the New York State Assembly from 1999 to 2004, where he was Deputy Minority Leader and a member of the National Council of Insurance Legislators
NACD Governance Fellow
OTHER BOARD OR LEADERSHIP POSITIONS
Director of The Doctors Company Group since May 2019, the largest physician-owned medical liability insurer in the U.S. (serving as a member of the audit committee and technology and cybersecurity committee)
President and Director of the Insurance Federation of New York since 2020
Trustee of The Institutes Griffith Insurance Education Foundation since 2011
Former director of Ensight, a SaaS insurance sales platform, from June 2019 to January 2022

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Genworth Board of Directors

Robert P. Restrepo Jr., 73, Independent Director
Former Chairman and President and Chief Executive Officer, State Auto Financial Corporation


Committees:

Audit (Chair)
Management Development and Compensation

Director Since:
December 2016
QUALIFICATIONS
Mr. Restrepo is a qualified financial expert and has more than 40 years of insurance, finance and risk management experience after serving as the Chairman, President and Chief Executive Officer of State Auto Financial Corporation and holding other 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 and his service on the Management Development and Compensation Committee.
SKILLS
CEO/Business Head Financial/
Investment
Risk Management

Corporate Governance/ Public Company Board

Industry

Marketing

Public Policy/
Regulatory

Technology/
Information & Cybersecurity

Mergers and Acquisition/
Restructuring

 
 
 
 
PROFESSIONAL EXPERIENCE
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
Over 40 years of insurance industry experience, having held executive roles at Main Street America Group, Inc., The Hanover Insurance Group Inc. (formerly Allmerica Financial Corp.), The Travelers Companies, Inc. and Aetna Inc.
NACD Directorship Certified
Professional Director – Public Company credential from the American College of Corporate Directors
OTHER BOARD OR LEADERSHIP POSITIONS
Director of RLI Corp. (NYSE: RLI), a property and casualty insurance company, since July 2016 (serving as chair of the nominating/governance committee and as a member of the finance and investment committee)
Director of Enact Holdings, Inc. (Nasdaq: ACT), 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)
Director of The Larry H. Miller Group of Companies since November 2015
Former director of Majesco, a provider of insurance software and consulting services, from August 2015 to September 2020

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Genworth Board of Directors

Elaine A. Sarsynski, 68, Independent Director
Former Chairwoman, Chief Executive Officer and President, MassMutual International


Committees:

Audit
Risk (Chair)

Director Since:
March 2022
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 and risks 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
CEO/Business Head Financial/
Investment
Risk Management

Corporate Governance/ Public Company Board

Industry

Marketing

Public Policy/
Regulatory

Technology/
Information & Cybersecurity

Mergers and Acquisition/
Restructuring
International
 
 
 
 
PROFESSIONAL EXPERIENCE
Chairwoman, Chief Executive Officer and President of MassMutual International from 2006 to 2017
President of MassMutual Retirement Services from 2008 to 2016
Executive Vice President from 2006 to 2017 of MassMutual, member of MassMutual’s Office of the Chief Executive Officer from 2008 to 2017 and Chief Administrative Officer of MassMutual from September 2005 to 2008
Managing Director at Babson Capital Management LLC, a MassMutual subsidiary in 2005
Served two elected terms as First Selectman for the town of Suffield, Connecticut from 2001 to 2005
Founded Sun Consulting Group LLC in 1998, offering real estate advisory and consulting services
Multiple senior management positions for 17 years at Aetna Inc., overseeing segments of the company’s Investments Division and leading the Corporate Finance Department
NACD CERT certificate in Cybersecurity Oversight earned in 2023
FINRA Registrations for Series 7 and 24 from 2009 to 2019
OTHER BOARD OR LEADERSHIP POSITIONS
Director of TI Fluid Systems PLC (LSE: TIFS) since 2018
Director of Horizon Technology Finance Corporation (Nasdaq: HRZN, NYSE: HTFB, HFTC) since 2012
Director of Horace Mann Educators Corporation (NYSE: HMN) since 2021
Former director of AXA S.A. from 2018 to 2021

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Genworth Board of Directors

Ramsey D. Smith, 56, Independent Director
Founder and Chief Executive Officer, ALEX.fyi


Committees:

Nominating and Corporate Governance
Risk

Director Since:
March 2021
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 The Goldman Sachs Group, Inc. and Credit Suisse AG, respectively, as well as founding and leading ALEX.fyi, a retirement solutions company, and ALEXIncome, a retirement consulting 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
CEO/Business Head Financial/
Investment
Risk Management

Corporate Governance/ Public Company Board

Industry

Marketing

Public Policy/
Regulatory

Technology/
Information & Cybersecurity

Mergers and
Acquisition/
Restructuring
International
 
 
 
 
 
PROFESSIONAL EXPERIENCE
Founder and CEO of ALEX.fyi, a retirement solutions company, since 2016 and founding partner of ALEXIncome, a retirement consulting company, since 2023
Various positions at The Goldman Sachs Group, Inc. for two decades from 1995 to 2016, most recently as Managing Director, Equity Derivative Sales, Head of Insurance
Built out the Life Insurance business at The Goldman Sachs Group, Inc. from 2007 to 2016
Analyst at Credit Suisse AG from 1990 to 1993
OTHER BOARD OR LEADERSHIP POSITIONS

Active in philanthropic activities, including serving on the Board of Sponsors for Educational Opportunity since 2008 and previously serving for 6 years on the Board of Trustees at the Dalton School in New York City


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Genworth Board of Directors

Board’s Director Nominee Selection

Board Composition

The number of directors of our company is fixed from time to time by a resolution adopted by our Board, but will not be less than one nor more than 15. Our Governance Principles state that the size of the Board should generally be in the range of seven to 15 directors and the actual size will be affected by practical considerations as the needs of the Board evolve over time. Our Board currently consists of nine members, eight of whom the Board has affirmatively determined are independent. Each of our current directors has been nominated by the Board to stand for election.

Each director elected by the holders of our common stock will serve until the 2025 Annual Meeting and until his or her successor is duly elected and qualified, or until the earlier of his or her resignation or removal in a manner provided for in the Bylaws.

We believe the Board’s director nominees are a talented group of individuals with a variety of relevant qualities, experience, skills and professional backgrounds, as reflected in their biographies beginning on pages 18-26. We believe our Board benefits significantly from this diversity of experience, as well as the tenure, racial/ethnic and gender diversity of its members.

Director Selection

Our Governance Committee oversees the director selection and nomination process by considering potential candidates and evaluating such candidates’ independence, qualities, experience and skills, including in the context of the full Board. In recommending the Board’s director nominees, our Governance Committee considers, among other things, the qualities, experience and skills discussed below and in Section 3 of our Governance Principles, which are available on our website: investor.genworth.com/corporate-governance/governance-documents. Our Governance Committee and Board believe that each of the Board’s director nominees possesses the core qualities discussed below and brings a unique set of qualities, experience and skills that are reflected below in the skills matrix.

Independence

In consultation with our Governance Committee, our Board assesses independence for each director when the director is first elected to the Board and annually thereafter for all director nominees.

For a director to be independent, the Board must determine that the director does not have any material relationship with Genworth either directly or as a partner, stockholder or officer of an organization that has a 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 in the applicable rules and listing standards of the NYSE. The independence guidelines are set forth in Section 6 of our Governance Principles, which are available on our website: investor.genworth.com/corporate-governance/governance-documents. The Board also will consider all relevant facts and circumstances in making an independence determination, and not merely from the standpoint of the director, but also from that of persons or organizations with which the director has an affiliation. 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.

Our Board has determined that Sen. Conrad, Lt. Gen. Dyson, Ms. Goodman, Ms. Higgins, Mr. Mills, Mr. Restrepo, Ms. Sarsynski and Mr. Smith satisfy the NYSE’s independence requirements and Genworth’s independence guidelines.

2024 Proxy Statement       27


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Genworth Board of Directors

Core Qualities

Our Board looks for directors who possess the following core qualities that the Board believes assist it in overseeing our operations and developing and pursuing our strategic objectives:

highest personal and professional ethics, integrity and values;
commitment to representing the long-term interests of our stockholders;
inquisitive and objective perspective, practical wisdom and mature judgment;
a distinct skill set of value to the Board and the company when viewed alone and in combination with the skills of other directors;
willingness and ability to devote sufficient time to carrying out his or her duties and responsibilities effectively; and
commitment to serve on the Board for an extended period of time.

Additional Qualities

In addition to the core qualities discussed above, the Board identifies certain key qualities, experience and skills, from time to time, that it believes are currently important to Genworth’s business, and therefore, significant to have represented on the Board as a whole.

These qualities, experience and skills are among the items considered by the Governance Committee in evaluating the Board’s director nominees. Each director nominee is not expected to possess every attribute – rather the attributes of each director nominee are considered in the context of the Board’s overall make-up of qualities, experience and skills. The blend of our directors’ qualities, experience and skills helps ensure that our Board is well-positioned to examine, address and provide oversight of the issues facing the company and its business. We believe that the Board’s director nominees have demonstrated leadership, sound judgment and integrity in a variety of positions across various professions and industries.

Skills Matrix

The skills matrix below is intended as a high-level summary and not an exhaustive list of each director’s skills or contributions to the Board. Additional information about each director nominee’s qualities, experience and skills can be found under Director Bios. Also summarized below is why these key qualities, experience and skills are important to the Board and Genworth’s business.

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Genworth Board of Directors

CORE COMPETENCIES
CEO/Business Head: Provides leadership perspectives with practical understanding of organizations, operations, strategy and risk management.
Financial/Investment: Assists our directors in understanding and overseeing our financial reporting and internal controls, as well as evaluating our financial statements and investment strategy.
Risk Management: Provides critical perspectives for the Board’s role in overseeing the risks facing Genworth.
Corporate Governance/Public Company Board: Supports our goals of strong governance with Board and management accountability, transparency and protection of stockholder interests.

STRATEGIC SKILLS

Industry: Provides insight on issues specific to our businesses within the financial services industry.
Healthcare/Medical: Assists our directors in understanding and reviewing our business and strategy.
Marketing: Supports Genworth as it seeks to identify and develop new markets for its financial products and services.
Public Policy/Regulatory: Provides valuable insight and guidance to Genworth to help navigate governmental and regulatory actions that impact our businesses.
Technology/Information & Cybersecurity: Provides relevant insight as Genworth looks for ways to enhance the customer experience and internal operations and oversee technology/information & cybersecurity risk.
Mergers and Acquisitions/Restructuring: Provides experience to assist Genworth with a practical understanding of developing, implementing and assessing our operating plan and business strategy.
International: Provides helpful perspectives as Genworth evaluates growing our business outside of the United States.

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CEO/Business Head
Financial/Investment
Risk Management
Corporate Governance/Public Company Board
Industry
Healthcare/Medical
Marketing
Public Policy/Regulatory
Technology/Information & Cybersecurity
Mergers and Acquisition/Restructuring
International

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Board Diversity

Our Board believes that director diversity is important to serving the long-term interests of stockholders. Our Governance Committee, as a matter of practice, takes diversity factors into account when considering potential director nominees and actively seeks to achieve a diversity of occupational and personal backgrounds, viewpoints, education and skills on the Board, including diversity with respect to demographics such as gender, race, ethnicity, national origin and age. Our Governance Committee strives to have a board representing diverse experience at policy-making levels in other areas that are relevant to the company’s businesses.

In addition, our Board believes that a range of tenures helps foster a diversity of perspectives and experience as longer-tenured directors provide continuity and important historical insights into the company and its operations, while newer directors bring fresh perspectives. However, the Board does not believe that arbitrary term limits on directors’ service are appropriate. In 2023, the Board revised our Governance Principles to eliminate a specific suggested retirement age, while continuing to annually review director age and tenure, along with experience, qualifications and other relevant criteria in the overall mix of the Board when considering director nominations. As discussed above, our Governance Committee and the Board regularly review the appropriate experience, skills, attributes, qualifications, age and tenure required for directors in the context of the current make-up of the Board and needs of the company. This process includes considering feedback received on director performance during the self-evaluation process when deciding whether to renominate a director for election.

The current attributes of the Board’s director nominees are set forth below.

Independence Tenure Age

Race/Ethnicity Gender

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Selection Process Highlights

Our Governance Committee considers candidates suggested by stockholders, current directors, company officers, employees and others. We have also historically engaged an outside search firm to assist us in identifying and evaluating potential director candidates. Our Governance Committee recommends director candidates to the Board for election, and our Board nominates director candidates and makes voting recommendations to our stockholders. Our Governance Committee typically carries out this responsibility through the multi-faceted process described below.

Succession
Planning
The Governance Committee regularly and actively evaluates the Board’s and committees’ composition and maintains a “pipeline” of prospective candidates in the event of the sudden/unexpected departure of one or more directors.
Candidate
Selection
Identification of Candidates

Generally, an external search firm is engaged to assist in identifying potential director candidates. All recommendations for director candidates from stockholders, current directors, officers, employees and others are also considered.

Background Due Diligence

Due diligence is conducted, including a background screening and questionnaire process, to identify and verify information that can be used to support the qualifications and independence of the potential director candidate.

Evaluation of Qualifications

With the assistance of an external search firm, the Governance Committee meets to assess the qualifications, experience, qualities, skills, age and tenure of the director candidate. The Governance Committee also assesses each director candidate in the context of the full Board to help ensure that the director candidate’s experience and skillset assists the Board in overseeing Genworth’s operations and developing and pursuing its strategic objectives.

Meet with Candidates

After completing a preliminary screening with satisfactory results, a director candidate is interviewed by the Chair and members of the Governance Committee, the Board Chair, the CEO and, from time to time, other selected members of the Board and senior leadership team.
Decision and
Recommendation
The Governance Committee reviews and analyzes all due diligence results and, if acceptable, will recommend the director candidate for Board consideration.
Appointment/
Election
The Board reviews the recommendation of the Governance Committee and approves the director candidate’s appointment to the Board until Genworth’s next annual meeting of stockholders. Stockholders vote on director nominees to serve one-year terms at our annual meeting.

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Director Candidate Recommendations

Our Governance Committee will consider all stockholder recommendations for candidates to the Board. The Governance Committee will evaluate stockholder-recommended candidates in the same manner it evaluates candidates from all other sources. The minimum qualifications and specific qualities and skills required for directors are set forth in the Board’s Director Nominee Selection section above and in Section 3 of our Governance Principles, which are available on our website.

To recommend a candidate for the Board, a stockholder must submit the recommendation in writing to:

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

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Board Refreshment

Our Governance Committee regularly and actively evaluates the Board’s and each committee’s composition to help ensure that we maintain a cohesive Board with a diversity of qualities, experience, skills, age and tenure to meet the current needs of the company and its business. Our Board succession planning and refreshment practices are carried out through various thoughtful steps throughout the year. For example, among other things, our Governance Committee and Board:

Regularly review the appropriate experience, skills, attributes, qualifications, age and tenure for directors in the context of the current make-up of the Board and needs of the company,
Assess our current directors’ experience, skills, attributes, qualifications, independence, age and tenure, and
Consider the results of our Board and committee self-evaluation process when evaluating Board and committee composition.

Over the last four years, we have added five new independent directors to our Board, representing approximately 56% of our Board. These directors bring a variety of qualities, experiences, skills and new perspectives to the Board, helping the Board continue to provide effective oversight of the company and its businesses.


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Corporate Governance Policies and Procedures 36
Board Orientation, Continuing Education and Engagement 39
Board Self-Evaluation 41
Board Structure 43
Board Responsibilities 50
Communications with the Board of Directors 53
Compensation of Directors 54

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Corporate Governance Policies and Procedures

Our Governance Principles, Code of Ethics and charters of our Board committees, provide the framework for the governance of Genworth. We believe that effective corporate governance helps promote the long-term interests of our stockholders and strengthens Board and management oversight and accountability. The Board regularly reviews corporate governance developments and may modify these documents as warranted. Any modifications will be reflected in the documents on Genworth’s website.
We encourage you to access the following corporate governance documents on our website at investor.genworth.com/corporate-governance/governance-documents:
Board Committee Charters
Corporate Governance Principles
Code of Ethics

Governance Principles
Reviewed at least annually by our Board.
Address, among other things:
key functions of the Board,
Board composition and leadership,
Board committees,
director independence,
Board and committee self-evaluations,
director orientation and continuing education,
stock ownership, and
succession planning.

Code of Ethics
Board approved and periodically reviewed.
Includes our Guiding Principles and the policies that help us implement these Principles.
Applies to:
our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer and controller;
our subsidiaries and entities in which Genworth owns more than 50% of the voting rights or otherwise has the right to control; and
suppliers and other third parties who work on our behalf, where applicable.
Contains the basic information we must understand to comply with applicable laws, employ a consistent approach to key integrity issues and conduct ourselves appropriately by addressing, among other things:
employment practices,
safeguarding information,
conflicts of interest,
corporate opportunities,
protection of company assets, and
compliance with laws.
Our directors and employees must annually acknowledge understanding of and compliance with 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 NYSE, we will post on our website at www.genworth.com any amendment to our Code of Ethics.

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Related Person Transactions Policy
Written policy that applies to all transactions with related persons (including any transactions requiring disclosure under Item 404 of Regulation S-K of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), including any proposed material changes to any previously approved transactions, other than transactions available to all employees generally, and transactions involving the payment or compensation or the entry into compensatory agreements or arrangements that are approved by the Compensation Committee, or paid pursuant to an agreement, plan or arrangement approved by the Compensation Committee.
Related person means:
our executive officers, directors or nominees for director,
any persons known by us to beneficially own more than 5% of any class of our voting securities,
an immediate family member of the foregoing and any person sharing the household of the foregoing, and
any firm, corporation or other entity in which any of the foregoing is an executive officer, general partner, principal or in a similar position or in which such person is deemed to have a 10% or greater beneficial ownership interest.
No consummation of related person transactions unless reviewed and approved by the Audit Committee in accordance with the Related Person Transactions Policy.
No consummation of related person transaction unless:
there is a verifiable Genworth business interest supporting the transaction, and
the transaction otherwise meets Genworth's standards that apply to similar transactions with unaffiliated entities or persons.
Related person transactions are reported to Genworth's General Counsel, along with all relevant information.
General Counsel may review and approve, and report to the Audit Committee on, any related person transaction that is less than or equal to $120,000 or that involves the purchase of products and services from Genworth or its subsidiaries on terms that are available to unaffiliated entities or persons.
Audit Committee or Chair of the Audit Committee, as appropriate, will review all other related person transactions.
No personal loans or extensions of credit to directors or executive officers, and no provision of services for compensation to Genworth by non-management directors, other than in connection with serving as a Genworth director.
All transactions with related persons in fiscal year 2023 were reviewed and approved in accordance with our Related Person Transactions Policy. There have been no transactions or proposed transactions with related persons since the beginning of fiscal year 2023 required to be reported under Item 404(a) of Regulation S-K of the Exchange Act.
 

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Procedures for Reporting Concerns
Concerns relating to accounting, internal accounting controls, auditing matters or officer conduct ("Accounting Concerns") may be reported orally or in writing, including anonymously, to our Audit Committee and non-management directors.
Accounting Concerns will be sent to the Audit Committee Chair. The Audit Committee Chair may direct that certain matters be presented to the full Audit Committee or the full Board and also may direct special treatment, including but not limited to the retention of outside advisors or counsel.
Other concerns, including related to compliance with the law, Genworth policies and government contracting requirements, may be reported orally or in writing, including anonymously, to the Corporate Ombuds Office.
Additional information on how to report Accounting Concerns can be found in the contact the Board section of our website: https://investor.genworth.com/corporate-governance/contact-the-board.

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Board Orientation, Continuing Education and Engagement

    Onboarding and Orientation

Director education begins when a director joins the Board. As part of the orientation process, each new director receives educational briefings by senior management on the company’s strategic plans, financial statements and key policies and practices. Orientation also may include site visits to company headquarters and other business locations. The onboarding process provides a fundamental foundation for a new director to learn about our company and businesses, meet our leadership team and more quickly integrate with the Board to meaningfully contribute and engage fully.


    Meeting Attendance
Per our Governance Principles, directors are expected to attend the annual meeting of stockholders, including the 2024 Annual Meeting, and all Board meetings and meetings of the committees on which they serve. Directors are expected to review in advance of each meeting any pre-meeting materials that have been distributed.

All directors attended the 2023 Annual Meeting of Stockholders.
All directors attended >75% of Board and Committee meetings in 2023.

    Internal Education Sessions

On an ongoing basis, directors receive materials or briefing sessions on subjects that assist them in discharging their duties, which may be customized for a particular director’s needs. These presentations may be provided during Board meetings, standing committee meetings or in information sessions. In addition, “deep dives” on certain areas of interest or of particular importance to the company and its businesses are provided to the Board, standing committees or an individual director, from time to time.


In 2023, Board education sessions covered executive leadership succession, senior sensitivity training, CareScout and LDTI U.S. GAAP accounting, among other topics.
Several directors also engaged in multiple small group discussions with employees in operations.

    Stakeholder Engagement

From time to time, directors participate in events we host for certain of our employees, providing valuable insights on leadership skills and developments. Directors also represent the company to stakeholders at industry events.


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In 2023, all independent directors participated in our internal management Annual Leadership Meeting, leading discussions on leadership skills and development.
All female directors also participated in our internal Women in Leadership Panels.
Several directors represented the company at Genworth's 2023 Long-Term Care Insurance Symposium and the Women's Forum of New York Breakfast of Champions.
A director attended events held by the National Association of Insurance Commissioners on the company's behalf.

    Continuing Education
Directors are encouraged to participate in external continuing education courses and seminars to help them stay abreast of key topics and evolving responsibilities. Directors are reimbursed for registration and other fees and for airfare, as well as other reasonable travel, lodging and dining expenses for attendance at approved education seminars.

    Site Visits

From time to time, directors visit our business locations to better understand the company’s business and culture.


In 2023, our Board visited our New York City CareScout offices to meet with CareScout leaders and colleagues and participate in small group discussions regarding credentialing & network management, provider & policyholder experiences, competitive intelligence and marketing and brand updates.

Limitation on Other Board and Committee Service

The Board expects that each director devote sufficient time to carrying out their duties and responsibilities as a director effectively. Our Governance Principles and Audit Committee Charter establish the following limits on our directors serving on public company boards and audit committees.

Director Category

Limit on Public Company Board and Committee Services, including Genworth*

Directors who also serve as chief executive officers or in equivalent positions for other public companies Two boards
All other directors Four boards
Directors who serve on our audit committee Three audit committees

*    Service on a board of a public company that is a majority-owned subsidiary of Genworth does not count as a board or committee of a public company in addition to the Genworth Board or committee.

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Pursuant to our Governance Principles, directors must inform the Chair of the Board and the Chair of the Governance Committee and offer to tender their resignation in the event of any significant change in their personal circumstances, including a change in their principal job responsibilities. Directors are also expected to notify the Chair of the Board and the Chair of the Governance Committee before accepting an invitation to serve on the board of a public company, private company or charitable organization.

This policy has been adopted because directors are expected to devote sufficient time to carrying out their Board duties and responsibilities effectively and a significant change in a director’s personal circumstances could adversely impact his or her ability to devote such time. Directors are annually sent a reminder of this policy, as well as potential issues to be reviewed in the event of such a change in personal circumstances.

In evaluating these changes, the Governance Committee and the Board consider, among other matters, impacts on director independence and the independence of our independent auditor, antitrust laws, Private Mortgage Insurer Eligibility Rules, conflicts of interest, related person transactions and overboarding. The Governance Committee considers the matter and recommends an appropriate course of action to the Board.

Board Self-Evaluation

The Board believes that a robust self-evaluation process is a key element of good corporate governance, as well as Board and committee effectiveness. Pursuant to our Governance Principles and our committee charters, the Board and each of its committees annually conduct a self-evaluation process, overseen by the Governance Committee, to determine their effectiveness and opportunities for improvement. The self-evaluation process focuses on how the Board can improve its key functions of overseeing personnel development, financial statements, and other major issues of strategy, risk, integrity, reputation and governance. During the self-evaluation process, directors can provide anonymous and confidential feedback on topics including:

Board and committee composition and structure,
Board and committee meetings and materials,
Board and committee effectiveness and responsibilities,
Board interaction with management,
Board education opportunities, and
Individual director performance.

Feedback received on director performance during the self-evaluation process is also considered by the Governance Committee and the Board when deciding whether to renominate a director for election.

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In 2023, the Board followed the self-evaluation process described below:

Planning       
Governance Committee annually determines self-evaluation topics and process taking into consideration Board and committee key oversight functions
Board Chair and Governance Committee Chair oversee Board and Committee evaluation process
Questionnaire  
Questions are developed to allow for thoughtful reflection on the effectiveness of the Board and committees and opportunities for improvement
Directors may request additional questions or topics be discussed as a part of the Board and committee evaluation process
Questions are distributed for directors to complete anonymously

Individual Interviews

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

Discussion

 
Board Chair and Governance Committee Chair lead Board discussion of results of Board evaluation in executive session
Each Committee Chair leads discussion of results of committee evaluation in executive session
Directors can also have private discussions with Committee Chairs or Board Chair

Feedback

 
Board Chair works with Committee Chairs to organize comments received regarding potential actionable items
After discussion, the Board and each committee coordinate any necessary follow-up actions
Implementation  
Board Chair oversees tracking and implementation of any new Board and committee priorities and actionable items
Board is informed throughout the following year regarding follow-up items and/or progress on actionable items
Ongoing  
Directors are encouraged to convey feedback to Board Chair and Committee Chairs throughout the year

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Board Structure

Board Leadership Structure

Our Board functions in a collaborative fashion that emphasizes active participation and leadership by all of its members. Our Bylaws require our Board to appoint a Chair of the Board but give it the flexibility to appoint as Chair (i) our CEO, (ii) an independent director or (iii) a non-independent director other than the CEO. If the roles of Chair of the Board and CEO are combined or the Chair of the Board is not otherwise independent, the independent directors will designate a lead director from among the independent directors. Our Board, based on the recommendation of our Governance Committee, annually determines who to appoint as our Chair based on the knowledge and experience of our then-serving directors and CEO and chooses the person whom it believes best meets the needs of our company and our stockholders at that time.

Our Board has determined that having an independent Non-Executive Chair of the Board is the appropriate leadership structure for our company at this time. Our Board believes that separating the Chair of the Board and CEO positions effectively distributes responsibility, oversight and leadership between management and the independent directors. This structure allows our CEO to focus primarily on the day-to-day leadership of the company and the execution of the company’s strategy, while our Non-Executive Chair of the Board leads our Board’s oversight of management, risks and corporate governance matters and supports communication between our Board and management. By serving as a director, our CEO also is able to provide valuable insights on the company’s operations and management’s perspective to the Board. Our Board believes that it is important to retain flexibility with respect to its leadership structure in order to best fulfill the needs and opportunities of the company at that time. Our Governance Committee and Board reevaluates our Board leadership structure at least annually, taking into consideration many factors, including the company’s business and operating environment, strategic goals, risks and opportunities, and current and future needs, as well as each director’s qualifications, skills and experiences and the interests of our stockholders.

Currently, Mr. Thomas J. McInerney serves as our CEO and a director and Melina E. Higgins serves as our Non-Executive Chair of the Board.

Melina E. Higgins
Non-Executive Chair of the Board
In May 2021, our Board selected Ms. Higgins, one of our independent directors since 2013, to serve as our Non-Executive Chair of the Board and has since re-appointed her annually. Ms. Higgins is a qualified financial expert and has broad financial services and investment experience. In addition, she has extensive experience on numerous public and private company boards, and during her tenure on our Board, has served on each of the Board’s standing committees. Our Board believes that Ms. Higgins’ service with and knowledge of our company and her significant leadership experience enable Ms. Higgins to help facilitate effective oversight of, and collaborative communications with, management and to provide important historical perspectives on the company. Our Board has also determined that Ms. Higgins continues to have the interest and capacity to meet the time requirements to serve effectively as Non-Executive Chair of the Board.
Non-Executive Chair of the Board
The responsibilities and authority of the Non-Executive Chair, as set forth in our Governance Principles, include:
Convening and Presiding at Meetings. Periodically calling meetings of the non-management and independent directors, including at the request of such directors, and presiding at all meetings of the Board, stockholders and non-management and independent directors.
Director Liaison. Serving as a liaison between the CEO and the non-management and independent directors and regularly engaging with standing committees of the Board and individual directors to facilitate efficient Board operations.
CEO Advisor. Regularly communicating with the CEO to provide advice and counsel and to share information about recent developments.
Meeting Schedules, Agendas and Information. Consulting on the meeting calendar and schedules, agendas and meeting materials to ensure that our Board has sufficient time and information for discussion.
Stockholder Engagement. Working with the CEO to respond to stockholder inquiries involving the Board.

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Meeting Attendance

Directors are expected to attend the annual meeting of stockholders and all scheduled Board meetings and meetings of the committees on which they serve. During 2023, our Board held 7 meetings. Each of our then current directors attended more than 75% of the aggregate of (1) the total number of meetings of the Board (held during the period for which he or she served as 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). All of our current directors attended the 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”).

7 Board Meetings in 2023     2023 Director Meeting Attendance
All directors attended the 2023 Annual Meeting
All directors attended >75% of Board and Committee Meetings

Executive Sessions

Our Governance Principles require our non-management directors to meet regularly without management present. If our non-management directors include individuals who are not independent, as determined in accordance with the NYSE listing standards and our Governance Principles, then the independent directors on our Board will separately meet at least once each year. The Non-Executive Chair of the Board, currently Ms. Higgins, will preside at the meetings of the non-management directors and the independent directors; in the absence of Ms. Higgins, the non-management directors present will select an independent committee chair to preside at such session. The independent Non-Executive Chair 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.

All of our current non-management directors are independent (as determined in accordance with the NYSE listing standards and our Governance Principles) and our non-management directors met without management present at regularly scheduled Board meetings during 2023. Mr. McInerney, our CEO, is currently the only employee of the company who serves on our Board. Our committees also regularly conducted executive sessions at committee meetings, which were presided over by the Chair of the respective committee.

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Board Committees

The four standing committees of the Board are the Audit Committee, Compensation Committee, Governance Committee and Risk Committee. Our Board may also establish various other standing or special committees as required or appropriate for purposes of executing any delegated responsibilities from the Board.

The Board has adopted written charters for each of its four standing committees. Each committee’s responsibilities are more fully set forth in its charter, which can be found in the corporate governance section of our website: investor.genworth.com/corporate-governance/governance-documents.

Our Governance Committee annually reviews our Board’s committee structure and recommends to the Board for its approval directors to serve as members and chairs of each committee. The four standing committees of the Board are described below.

Audit Committee
100% Independent
100% Audit Committee Financial Experts
Meetings in 2023: 12
Robert P. Restrepo Jr., Chair
Karen E. Dyson
Melina E. Higgins
Elaine A. Sarsynski

Purpose

The purpose of the Audit Committee is to assist the Board in its oversight of the integrity of the company’s financial statements, the company’s compliance with legal and regulatory requirements, the independent auditor’s qualifications and independence, and the performance of the company’s internal audit function and independent auditor.

Principal Responsibilities

Discussing with management and our independent 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 in internal controls
Reviewing reports regarding any fraud involving management or other employees who have a significant role in the company’s internal controls
Selecting our independent registered public accounting firm and approving its engagement terms
Reviewing and discussing with management and our independent auditor, as appropriate, critical audit matters and any other matters required to be discussed under applicable regulations, including any audit problems or difficulties and management’s response
Overseeing the company’s compliance with legal and regulatory requirements relating to the company’s financial statements

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Overseeing risks associated with financial accounting and reporting, including the system of internal control, independently or with the Risk Committee
Reviewing our financial reporting and accounting standards and principles
Overseeing our internal audit function
Reviewing our internal system of financial controls and the results of internal audits
Obtaining and reviewing formal written reports from our independent auditor regarding its internal quality-control procedures
Evaluating our independent auditor’s qualifications, performance and independence
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 policies for the hiring of employees or former employees of our independent auditor
Establishing procedures for the receipt, retention and treatment of complaints on accounting, internal accounting controls or auditing matters, including on a confidential, anonymous basis
Establishing and overseeing policies and procedures for the review, approval and ratification of related person transactions

Additional Membership Requirements

Members of the Audit Committee 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. However, a director of both Genworth and an affiliate of Genworth who otherwise satisfies the independence requirements may serve on the Audit Committee pursuant to the exemption provided in Rule 10A-3 under the Exchange Act. The Board has determined that the Audit Committee consists solely of “independent” directors as defined by the applicable rules of the SEC, NYSE and our Governance Principles.

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. Service on a board of directors or audit committee of a public company related as a majority-owned subsidiary of Genworth will not count as a board of directors or audit committee of a public company in addition to the Genworth Board or the Audit Committee.

Additional information regarding the Audit Committee is also provided in the Report of the Audit Committee on page 108 of this Proxy Statement and Board Responsibilities – Board Oversight of Risk on page 50 of this Proxy Statement.

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Management Development and Compensation Committee
100% Independent
Meetings in 2023: 7
Karen E. Dyson, Chair
Jill R. Goodman
Melina E. Higgins
Robert P. Restrepo, Jr.

Purpose

The principal purpose of the Compensation Committee is to carry out the Board’s overall responsibility relating to executive compensation and succession planning. 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.

Principal Responsibilities

Reviewing and approving annually the corporate goals and objectives with respect to our CEO’s compensation, 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 annually 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
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
Assessing the results of the most recent advisory vote on executive compensation when evaluating and determining executive compensation
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
Determining whether the work of any compensation consultant raised any conflict of interest
Overseeing specific and significant matters pertaining to our human capital management strategy, which may include diversity and inclusion and recruitment, retention and engagement of employees

Additional Membership Requirements

In affirmatively determining the independence of any director who will serve on the Compensation Committee, the Board also considers all factors specifically relevant to determining whether a director has a relationship to Genworth that is material to that director’s ability to be independent from management in connection with the duties of a member of the Compensation Committee, including: (1) the source of compensation of the director, including any consulting, advisory or other compensatory fee paid by Genworth to such director; and (2) whether the director is affiliated with Genworth, its subsidiaries or affiliates. The Board has determined that the Compensation Committee consists solely of “independent” directors as defined by the applicable rules of the SEC, NYSE and our Governance Principles.

Additional information regarding the Compensation Committee is also provided in the Report of the Management Development and Compensation Committee on page 58 of this Proxy Statement and Board Responsibilities – Board Oversight of Risk on page 50 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 on page 60 of this Proxy Statement.

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Nominating and Corporate Governance Committee
100% Independent
Meetings in 2023: 6
G. Kent Conrad, Chair
Jill R. Goodman
Howard D. Mills, III
Ramsey D. Smith

Purpose

The principal purpose of the Governance Committee is to assist the Board in identifying qualified individuals to become Board members, determining the composition of the Board and its committees, overseeing the evaluation of Board effectiveness and developing and implementing the company’s corporate governance guidelines.

Principal Responsibilities

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
Annually reviewing our 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
Overseeing an orientation program for newly elected directors and continuing education programs for all directors
Periodically reviewing the ESG policies and practices of the company, including overseeing:
political contributions and expenditures, including periodically reviewing the nature and amount of our political contributions and expenditures, the operations of our Political Action Committee and our public disclosure regarding such activities
philanthropic programs and financial and other support of charitable, education and cultural organizations as well as our community volunteer activities
environmental policy and practices

Additional information regarding the Governance Committee is also provided in Board Responsibilities – Board Oversight of Risk on page 50 of this Proxy Statement.

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Risk Committee
100% Independent
Meetings in 2023: 5
Elaine A. Sarsynski, Chair
G. Kent Conrad
Howard D. Mills, III
Ramsey D. Smith

Purpose

The purpose of the Risk Committee is to assist the Board in its oversight relating to the company’s (i) enterprise risk management policy and the related risk profile, (ii) compliance program, (iii) information security program, and (iv) investment portfolio and strategy. The Risk Committee will periodically review the company’s top risks and be apprised of the following major risk exposures for the company: credit risks, market risks, insurance risks, housing risks, operational risks, model risks, information technology risks and any other risk that poses a material threat to the viability of the company.

Principal Responsibilities

Reviewing and recommending annually for Board approval the company’s enterprise risk management policy and risk appetite, and overseeing the implementation and maintenance of such policy and appetite
Receiving regular reports from management on the efforts to implement and comply with regulatory requirements related to enterprise risk management
Reviewing and overseeing the control, management and mitigation processes relating to the company’s enterprise risk management policy and risk appetite
Reviewing the company’s ability to assess and manage significant and emerging risks, like climate risk
Reviewing and analyzing the company’s major risk exposures, strategies and mitigation processes, with accompanying stress tests
Reviewing and overseeing the company’s internal risk function
Periodically reviewing and overseeing the company’s compliance program with respect to applicable legal and regulatory requirements and consumer matters, including our Code of Ethics and its policies and procedures to facilitate compliance
Periodically reviewing and overseeing the company’s information security program and receiving regular updates related to data security and cybersecurity matters
Receiving reports regarding risks associated with litigation and investigations/regulatory matters involving the company
Discussing with management the company’s overall investment portfolio and investment strategies

To facilitate its risk oversight, the Risk Committee receives reports on ESG-related items including emerging risk frameworks, climate risks and investment policies.

Additional information regarding the Risk Committee is also provided in Board Responsibilities – Board Oversight of Risk on page 50 of this Proxy Statement.

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Corporate Governance at Genworth

Board Responsibilities

Board Oversight of Strategy

One of the Board’s primary responsibilities is overseeing the company’s strategy. The business of Genworth is conducted by its employees, managers and officers, under the direction of its CEO and the oversight of the Board, to enhance the long-term value of Genworth and its stockholders. The Board is elected by stockholders to oversee management and to ensure that the long-term interests of the stockholders are being served.

The full Board reviews, monitors and, where appropriate, approves fundamental financial and business strategies and major corporate actions. The Board reviews and evaluates Genworth’s strategy at each regularly scheduled meeting and receives updates on significant events, opportunities and risks impacting the business and strategies. The Board frequently engages with management and outside advisors regarding the competitive landscape, regulatory environment, operational challenges and opportunities, and strategic alternatives to ensure Genworth pursues and makes progress on its strategic plan.

Board Oversight of Risk

Our Board 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. Our Board, our committees and management each play an important role in this process.

We believe that our risk oversight structure is supported by our current Board leadership structure, with the Non-Executive Chair of the Board working together with our independent Risk Committee and our other standing committees. Our Board and committees, as appropriate, receive and discuss regular updates from management on material short-, medium- and long-term risks facing the company, as well as associated risk mitigation efforts and opportunities arising from these risks. The full Board has historically discussed 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. Our Board and committees provide feedback on management’s identification, assessment, monitoring and mitigation of these risks and help to regularly assess the company’s approach to these risks. To the extent risks are reviewed at the committee-level, the committee provides regular reports to the full Board on these matters. Additional information regarding our Board leadership structure and standing committees is also provided in Board Leadership Structure on page 43 of this Proxy Statement and Board Committees on page 45 of this Proxy Statement.

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Below is a high-level summary of the key responsibilities and roles for Board oversight of risk at Genworth.

Board
Our Board is responsible for the ultimate oversight of the company’s risk assessment processes and management thereof. The committees of the Board assist in fulfilling this critical role.
Our Board is comprised of directors with experience in identifying, assessing and managing risk exposures of large, complex firms.
Our Board established the Risk Committee to be specifically responsible for overseeing Genworth’s enterprise risk management policy and related risk profile.
The Board also utilizes its other committees to oversee specific risks and receives regular reports from the committees on the areas of risk for which they have oversight.

         
 
Risk Committee
The Risk Committee is responsible for overseeing Genworth’s enterprise risk management policy and related risk profile, including but not limited to the following major risk exposures: credit risks, market risks, insurance risks, housing risks, operational risks, model risks, information technology risks, and any other risk that poses a material threat to the viability of Genworth, including significant and emerging risks like climate risk.
In connection with reviewing and overseeing the control, management and mitigation processes relating to Genworth’s enterprise management policy and risk appetite, the Risk Committee recommends annually for Board approval: (i) the enterprise risk management policy; and (ii) the risk appetite of the company. The Risk Committee oversees the implementation and maintenance of such policy and appetite.
All directors serving on the Risk Committee are independent, and Genworth’s Chief Risk Officer has a direct reporting obligation to the Risk Committee.
 
 
Audit Committee
The Audit Committee has responsibility for oversight of risks associated with financial accounting and reporting, including the company’s system of internal control.
Compensation Committee
The Compensation Committee oversees the risks relating to compensation plans and programs, management development and leadership succession in the company’s various business units, and human capital management strategy.
Governance Committee
The Governance Committee is responsible for the oversight of risks relating to corporate governance, as well as the ESG policies and practices of the company.
 
   

Management
Management is responsible for risk management on a day-to-day basis, including implementing the company’s enterprise risk management policy.
Management regularly reports to the Board and its committees, as appropriate, regarding the company’s material risks and opportunities, as well as the implementation of the company’s enterprise risk management policy.

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Spotlight on Enterprise Risk Management Program
Our Enterprise Risk Management (“ERM”) program is designed to provide the Board with information about the material short-, medium- and long-term risks facing the company, as well as whether management’s processes, procedures and practices for mitigating these risks are effective. Our ERM program is intended to establish a company-wide approach to evaluating and mitigating significant areas of risk, as well as to identify emerging, significant risks and address them appropriately to facilitate better strategic business decision-making.

Annually, management conducts an ERM assessment to identify material risks on a company-wide basis and across individual business units. The Risk Committee and full Board review the results of the ERM assessment, as well as management’s plans to mitigate these risks.

Management continues to report regularly to the Board and other committees, as appropriate, throughout the year on the material risks identified in the ERM assessment and management’s associated mitigation processes.

Board Oversight of Cybersecurity

Genworth’s risk management framework recognizes the significant operational risk, including risk of losses, from cyber incidents and the importance of a strong cybersecurity program for effective risk management. Our Board recognizes the importance of maintaining the privacy and security of customer information, as well as the availability of our systems and consequently dedicates meaningful time and attention to oversight of cybersecurity risk.

While we believe that everyone at Genworth plays a role in cybersecurity and maintaining the privacy and security of customer information, oversight responsibility for these issues is allocated among the Board, the Risk Committee and management.

Responsible Party                 Oversight Area for Cybersecurity
Board Oversight of the company’s information technology.
Risk Committee Primary oversight responsibility for the company’s processes for identifying, assessing and managing technology and cybersecurity risk.
Management Our Chief Information Security Officer (“CISO”) and Chief Risk Officer (“CRO”) support the cybersecurity risk oversight responsibilities of the Board and Risk Committee and involve applicable management personnel in cybersecurity risk management.

Our cybersecurity programs and practices include:

Frequent Board and Committee Updates. The Risk Committee receives periodic reports from the CISO and CRO on the company’s technology and cybersecurity risk profiles, information security program and key cybersecurity initiatives. In addition, the CISO and CRO follow a risk-based escalation process to notify the Risk Committee outside of the regular reporting cycle when they identify potential substantive cybersecurity risks or issues. The Board receives periodic briefings on cybersecurity threats and participates in cybersecurity preparedness exercises.
Data Security and Cybersecurity Program (“DSCP”). The DSCP sets policy expectations, ensures broad coverage over information technology risks, integrates the Information Security and Information Technology Risk Management Framework into our broader risk management systems, establishes clear roles and governance, and aligns control expectations to the National Institute of Standards and Technology. Key features of the DSCP include access controls, security training, system security testing, dedicated security personnel, security event monitoring, and when necessary, consultation with third-party data security experts.
Awareness Training. Our information security team conducts annual information security awareness training for employees involved in our systems and processes that handle customer data. We have conducted cybersecurity awareness training with management, including a tabletop exercise to simulate a response to a cybersecurity incident.

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Procedures for Responding to Potential Incidents. We have procedures set forth in the DSCP for reporting and responding to potential security incidents as well as determining applicable disclosure requirements.

For more information about our cybersecurity risk management and governance, see Part I, Item 1C of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Board Oversight of Succession Planning for CEO and Senior Executives

Our Board recognizes the importance of ensuring that the company has a high-performing team of senior executives, which necessitates that the company have effective emergency and long-term succession plans. Our Board, Compensation Committee and management work together to help meet this goal.

Responsible Party                 Oversight Area for Succession Planning
Board   Oversight of succession plans for the CEO, including both short- and long-term contingency plans.
Compensation Committee   Primary oversight responsibility for CEO and senior executive succession plans.
Management   Our Chief Human Resources Officer supports the oversight responsibilities related to succession planning for senior executives and other key roles and involves applicable management personnel to develop and implement programs to attract and develop talent for future leadership positions. In addition, our CEO provides important input in succession planning for senior executive positions.

Communications with the Board of Directors

The Board has established a process for stockholders and other interested persons to communicate directly with Genworth and its non-management directors. Information regarding this process, including how to email or write our non-management directors, may be found on our website: investor.genworth.com/corporate-governance/contact-the-board. Concerns relating to accounting, internal accounting controls and auditing matters may also be submitted confidentially and anonymously through the methods specified on our website. You may direct your communications to our non-management directors as a group or individually, or to any committee of the Board. The Corporate Secretary or Genworth’s ombudsperson monitor, review and sort all written communications to the non-management directors. Communications related to matters that are within the scope of the responsibilities of the Board are forwarded to the Board, the relevant committee of the Board or an individual director, as appropriate.

The Corporate Secretary or Genworth’s ombudsperson forward correspondence related to routine business and customer service matters to the appropriate management personnel. The Corporate Secretary or Genworth’s ombudsperson will immediately consult with the Audit Committee Chair, who will determine whether to communicate further with the Audit Committee and/or the full Board with respect to any correspondence received relating to accounting, internal accounting controls, auditing matters or officer conduct.

Non-Management Directors
(as a group or individually)
  Genworth   Genworth Ombuds Office
c/o Corporate Secretary
Genworth Financial, Inc.
6620 West Broad Street, Building
#1 Richmond,
Virginia 23230
  c/o Corporate Secretary or
Investor Relations Genworth
Financial, Inc. 6620 West Broad
Street, Building #1 Richmond,
Virginia 23230
  c/o Genworth Ombudsperson
Genworth Financial, Inc. 6620
West Broad Street, Building #1
Richmond, Virginia 23230

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Compensation of Directors

The Governance Committee has the responsibility for annually reviewing and recommending to the Board compensation and benefits for “non-management directors.” 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.

2023 Changes to Director Compensation

As part of the Governance Committee’s review for 2023 compensation, Meridian Compensation Partners, LLC was engaged to provide competitive market data and advice regarding non-management director compensation. The Governance Committee believes it is best practice to utilize the same compensation consultant advising the Compensation Committee to ensure consistency and alignment with the market data and analysis. Based on its review, the Governance Committee recommended to the Board, and the Board adopted, an updated compensation structure for non-management directors effective in 2023.

To simplify the company’s non-management director compensation and benefits program and better align with general market practice, the Governance Committee and the Board approved a change in the form, frequency and timing of non-management director equity grants, effective as of the date of the 2023 Annual Meeting of Stockholders. Specifically, the Governance Committee and the Board approved:

a change in the form of non-management director equity grants from deferred stock units (“DSUs”) to RSUs;
a change from quarterly equity grants to an annual equity grant aligned with the date of the Annual Meeting of Stockholders; and
a change from equity grants being awarded in arrears for prior service to equity grants being awarded on a prospective basis for future service, subject to a one-year vesting requirement.
Changed in 2023
Equity Grants
Changed to RSUs
Awarded annually
Awarded on prospective basis
Audit Committee Chair retainer increased by $10,000
No other changes to Director Compensation made

To facilitate the transition, the Governance Committee and the Board approved a pro rata grant of DSUs for the period from April 1, 2023 to May 18, 2023 (the “bridge grant”). The amount reported in the “Stock Awards” column of the 2023 Director Compensation Table below reflects this transition and includes the following:

one quarterly grant of DSUs in the first quarter of fiscal 2023,
the “bridge grant” of DSUs, and
the prospective annual grant of RSUs awarded following the 2023 Annual Meeting of Stockholders.

The Governance Committee and the Board also increased the Audit Committee Chair retainer from $25,000 to $35,000, effective January 1, 2023. No other changes to non-management directors’ pay levels were approved.

PAY COMPONENT(1)(5)       FROM       TO       DESCRIPTION OF
2023 CHANGE
Annual Cash Retainer(2) $120,000 $120,000 No Change
Annual Equity Retainer(3) $150,000
DSUs(4)
$150,000
RSUs
Change in Form,
Frequency and
Timing Only
Annual Retainer Total $270,000 $270,000 No Change
Committee Chair Retainers(2)
Audit $25,000 $35,000 $10,000 increase
MDCC $22,500 $22,500 No Change
Other Committees $20,000 $20,000 No Change
Additional Non-Executive Chair Cash Retainer(2) $80,000 $80,000 No Change
Additional Non-Executive Chair Equity Retainer(3) $120,000
DSUs(4)
$120,000
RSUs
Change in Form,
Frequency and
Timing Only

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(1) Limit on Maximum Number of Shares. Pursuant to the 2021 Omnibus Incentive Plan, the maximum number of shares that may be granted in any calendar year to any non-management director is limited to a number that, combined with any cash fees or other compensation paid to such non-management director, shall not exceed $750,000 in total value.
(2) Timing of Retainer Cash Payments. Each non-management director is paid the annual cash retainer in quarterly installments following the end of each quarter of service. As additional compensation for service as chair of a committee, each chair receives an additional annual cash retainer payable in quarterly installments. As additional compensation for service as Non-Executive Chair, the Non-Executive Chair receives the Non-Executive Chair cash retainer in quarterly installments following the end of each quarter of service. Instead of receiving cash payments, non-management directors and the Non-Executive Chair may elect to have 100% of the annual cash retainer and the Additional Non-Executive Chair Cash Retainer paid in RSUs.
(3) Equity Retainer. The annual equity retainer for non-management directors and additional Non-Executive Chair Equity Retainer are paid in RSUs, awarded annually on a prospective basis on the date of the Annual Meeting of Stockholders. The number of RSUs granted is determined by dividing the RSU value to be delivered by the average closing price of our common stock on the 20 trading days preceding the date of grant. Each RSU represents the right to receive one share of our common stock in the future, subject to a one-year vesting period. RSUs accumulate regular quarterly dividends, if any, which are reinvested in additional RSUs. As elected by each director, RSUs will be settled in shares of common stock on a one-for-one basis (i) upon vesting on the one-year anniversary of the grant date (or earlier upon termination of service as a director due to retirement (pro rata), death or disability, or a Change of Control, as defined in the 2021 Genworth Financial, Inc. Omnibus Incentive Plan), (ii) if elected by the director, upon termination of service as a director, or (iii) if elected by the director, in a year selected by the director (or earlier upon death or a Change of Control).
(4) DSUs. As noted above, prior to the 2023 Annual Stockholders Meeting, equity awards to non-management directors were granted in the form of DSUs. The number of DSUs granted was determined by dividing the DSU value to be delivered by the average closing price of our common stock on the 20 trading days preceding the date of grant. Each DSU represents the right to receive one share of our common stock in the future, following termination of service as a director, as set forth below. DSUs accumulate regular quarterly dividends, if any, which are reinvested in additional DSUs. The DSUs will be settled in shares of common stock on a one-for-one basis beginning one year after the director leaves the Board in a single installment or installments over ten years, at the election of the director. Additionally, grants of DSUs, regardless of whether a non-management director elects to convert his DSUs on a single date or in a series of annual installments, will convert and settle in shares of common stock earlier upon the death of the non-management director.
(5) The company also offers a matching gift program that provides for the matching of employee and director charitable contributions pursuant to contribution guidelines established by the Genworth Foundation. Each non-management director is eligible for such charitable contributions to be matched on a 50% basis, up to a maximum matching contribution of $10,000 during any calendar year. Non-management directors are also reimbursed for reasonable travel and other Board-related expenses, including expenses to attend Board and committee meetings, other business-related events and director education seminars, in accordance with policies approved from time to time.

The table below illustrates the transition of our non-management director equity grants. The table shows an increase in non-management director compensation from 2022 to 2023 due to the transition from awards of DSUs granted in arrears to awards of RSUs granted on a prospective basis. This increase in 2023 was an anomaly, and after the transition period of 2023, non-management director compensation will normalize and be comparable year-over-year, subject to any further actions taken by the Governance Committee and the Board. Although not included in the illustration table, the same transition in form, frequency and timing also occurred with respect to the additional non-executive chair equity retainer received by Melina Higgins, resulting in a similar increase in 2023.

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2023 Director Compensation Table

The following table sets forth information concerning compensation paid or accrued by us in 2023 to our non-management directors:

Name Fees
Earned
or Paid in
Cash ($)(1)
      Stock
Awards
($)(2)(3)
      All Other
Compensation
($)(4)
      Total
($)(5)
G. Kent Conrad 140,000 195,357 7,750 343,107
Karen E. Dyson 142,500 195,357 10,000 347,857
Jill R. Goodman 120,000 195,357 315,357
Melina E. Higgins 200,000 351,642 10,000 561,642
Howard D. Mills, III 120,000 195,357 315,357
Robert P. Restrepo Jr. 155,000 195,357 5,000 355,357
Elaine A. Sarsynski 65,495 320,357 385,852
Ramsey D. Smith 120,000 195,357 1,250 316,607
(1) Amounts include the portion of the annual retainer (described above) that was paid in cash. Amounts also include applicable committee chair fees and the cash portion of the retainer for the Non-Executive Chair of the Board of Directors. Ms. Sarsynski received her 2023-2024 annual cash retainer as stock awards. Ms. Sarsynski’s 2023 cash earnings include Q1 and prorated Q2 payments made prior to 2023-2024 annual cash retainer.
(2) Reflects the aggregate grant date fair value of DSUs and RSUs, determined in accordance with FASB ASC Topic 718. The fair value of stock unit awards under Topic 718 typically equals the price of the underlying stock on the date of grant; however, amounts in the table are lower because the DSUs do not convert to transferable shares until one year after the director leaves the Board of Directors, and Topic 718 provides that the impact of transferability restrictions that remain in place after an award of stock based compensation vests may be considered when determining the fair value of the award for accounting purposes. The Finnerty option pricing model was, therefore, used to factor in these post-vest holding requirements with the following assumptions: (i) expected post vesting restriction period of (1-24) years; (ii) expected volatility of 82.0%; (iii) risk-free interest rate of 1.60%; (iv) expected dividend yield of 0.00%; and (v) calculated discount for post vest restriction period of 30.34%. Value of stock awards was higher in 2023 due to the transition from quarterly DSUs to annual RSUs and will normalize in 2024. For more information, see 2023 Changes to Director Compensation above.
(3) The following table shows for each non-management director the total number of RSUs and DSUs held as of December 31, 2023 (rounded down to the nearest whole share):

        Name Total Number of
DSUs Held as of
December 31, 2023
      Total Number of
RSUs Held as of
December 31, 2023
G. Kent Conrad 263,530 27,412
Karen E. Dyson 72,659 27,412
Jill R. Goodman 70,009 27,412
Melina E. Higgins 311,169 49,342
Howard D. Mills, III 70,009 27,412
Robert P. Restrepo Jr. 192,102 27,412
Elaine A. Sarsynski 40,698 49,342
Ramsey D. Smith 70,009 27,412
(4) Amounts reflect company charitable match contributions.
(5) Amounts reflect the 2023 changes to non-management director compensation. See illustration table above regarding the transition of our non-management director equity grants from awards of DSUs granted in arrears to awards of RSUs granted on a prospective basis to show the anomaly in increased compensation in 2023. Although not included in the illustration table, the same transition in form, frequency and timing also occurred with respect to the additional non-executive chair equity retainer received by Melina Higgins, resulting in a similar increase in 2023.

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Corporate Governance at Genworth

Director Stock Ownership Policy

To help promote the alignment of the personal interests of the company’s non-management directors with the interests of our stockholders, we have established a robust stock ownership policy for all non-management directors. Under the policy, each non-management director is expected to accumulate and hold shares of Genworth common stock having a value equal to five times the value of the cash portion of the annual retainer payable to non-management directors, which is currently $120,000. Therefore, the ownership guideline is $600,000.

5x annual cash retainer $600,000 in 2023

Non-management directors may satisfy this ownership guideline with common stock (and rights to receive common stock) through ownership in the following categories: (i) shares owned directly, (ii) shares owned indirectly (e.g., by a spouse or a trust) and (iii) restricted stock, restricted stock units and deferred stock units. Non-management directors are expected to satisfy this ownership guideline over time after their initial appointment to the Board, and are not permitted to sell any shares of Genworth common stock received from the company until the ownership guideline has been met (except that non-management directors may sell shares for the sole purpose of satisfying any tax liabilities relating to the settlement of restricted stock units into shares of common stock).

The following table shows the stock ownership as of March 1, 2024, of our current non-management directors, the percentage of the ownership guideline that they have reached, and the number of years that have elapsed since the director was initially made subject to the policy. The value of each non-management director’s stock ownership is based on the closing price of our common stock on March 1, 2024 ($6.13).

Name Number
of Shares /
DSUs / RSUs
Held
(#)(1)
      Value as of
March 1, 2024
($)
      Stock Held as %
of Ownership
Guideline
      Years Subject
to Ownership
Policy
G. Kent Conrad 290,942 $ 1,783,474 >100% 11
Karen E. Dyson 100,072 $ 613,441 >100% 4
Jill R. Goodman 97,421 $ 597,191 99.5% 3
Melina E. Higgins 360,511 $ 2,209,932 >100% 11
Howard D. Mills, III 97,421 $ 597,191 99.5% 3
Robert P. Restrepo Jr. 269,514 $ 1,652,121 >100% 8
Elaine A. Sarsynski 90,040 $ 551,945 92% 2
Ramsey D. Smith 97,421 $ 597,191 99.5% 3
(1) The rounding of shares (up or down) to the nearest whole share may result in a slight variation in amounts shown.

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Executive Compensation

Report of the Management Development and Compensation Committee

The Management Development and Compensation Committee of the Board of Directors oversees the compensation programs of Genworth Financial, Inc. on behalf of the Board. In fulfilling its oversight responsibilities, the committee reviewed and discussed with management the Compensation Discussion and Analysis included in this document.

In reliance on the review and discussion referred to above, the Management Development and Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in Genworth’s Annual Proxy Statement on Schedule 14A to be filed in connection with Genworth’s 2024 Annual Meeting of Stockholders, which will be filed with the U.S. Securities and Exchange Commission.

This report shall not be deemed to be incorporated by reference by any general statement incorporating by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and shall not otherwise be deemed filed under such acts. This report is provided by the following independent directors, who constitute the committee:

Karen E. Dyson, Chair
Jill R. Goodman
Melina E. Higgins
Robert P. Restrepo Jr.

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Executive Compensation

Proposal 2
Advisory Vote to Approve Named Executive Officer Compensation

Pursuant to Section 14A of the Exchange Act (which was added by the Dodd-Frank Wall Street Reform and Consumer Protection Act), we are required to provide our stockholders with the opportunity to vote to approve, on an advisory, non-binding basis, the compensation of our named executive officers as disclosed in this Proxy Statement in accordance with the SEC’s rules.

As described in detail in the Compensation Discussion and Analysis section below, our executive compensation programs are designed to attract, retain and motivate employees of superior ability who are dedicated to the long-term interests of our stockholders. Under these programs, our named executive officers are rewarded for the achievement of specific annual financial and strategic goals, long-term corporate goals and the realization of increased stockholder value. Highlights of our executive compensation program, as described in the Compensation Discussion and Analysis section, include:

compensation programs that are performance-based and align executive officer incentives with stockholder interests over multiple time frames;
annual incentives that are earned based on performance measured against specific financial and non-financial objectives for an executive’s area of responsibility, together with a qualitative assessment of performance;
at-risk pay and compensation design that reflect an executive officer’s impact on company performance over time; and
appropriate risk management practices, including a clawback policy, anti-hedging policy, anti-pledging policy, stock ownership requirements, and a net share retention ratio with respect to equity grants.

We are asking our stockholders to indicate their support for our named executive officer compensation as described in this Proxy Statement. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on our named executive officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this Proxy Statement. Accordingly, we will ask our stockholders to vote FOR the approval, on an advisory basis, of the compensation of our named executive officers, as disclosed in this Proxy Statement for the 2024 Annual Meeting pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis section, the 2023 Summary Compensation Table and the other related tables and narrative discussion.

The say-on-pay vote is advisory, and therefore not binding on Genworth, the Compensation Committee or our Board of Directors. However, our Board of Directors and the Compensation Committee value the opinions of our stockholders, and the Compensation Committee will review the voting results and take them into consideration when making future decisions regarding executive compensation as it deems appropriate.

At the 2023 Annual Meeting, our stockholders selected, on a non-binding, advisory basis, an annual vote on the frequency at which we should include a say-on-pay proposal in our proxy statement for stockholder consideration. In light of this result and other factors, our Board of Directors determined that we will hold say-on-pay votes every year until the next required non-binding, advisory vote on the frequency of such votes, which is required to be held no later than our 2029 Annual Meeting.

The Board of Directors recommends that stockholders vote FOR the approval of the compensation of our named executive officers, as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the SEC.

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Compensation Discussion and Analysis

Named Executive Officers

This section provides an overview and analysis of our compensation programs and policies, including the material compensation decisions made under the programs with respect to the following executive officers, whom we refer to as our “named executive officers” or “NEOs:”

Thomas J. McInerney
President and Chief Executive Chief Executive Officer (“CEO”)
Jerome T. Upton
Executive Vice President and Chief Financial Officer (“CFO”)(1)
Kelly A. Saltzgaber
Executive Vice President and Chief Investment Officer (“CIO”)(2)
Gregory S. Karawan
Executive Vice President and General Counsel
Brian K. Haendiges
Former Executive Vice President—U.S. Life Insurance(3)
Daniel J. Sheehan IV
Former Executive Vice President, Chief Financial Officer & Chief Investment Officer(4)

We refer to the subset of our named executive officers excluding Mr. Sheehan, who left the company in 2023, as our “continuing named executive officers,” or “continuing NEOs.” Information regarding Mr. Sheehan’s separation arrangements in 2023 is provided under the Executive Compensation – Separation Benefits to our Former Chief Financial Officer and Chief Investment Officer section later in the document.

2023 Company Performance 61
Compensation Philosophy 63
Key Governance Practices 64
Compensation Decision-Making Process 64
Consideration of Last Year’s Advisory Stockholder Vote on Executive Compensation and Stockholder Engagement 67
Key Compensation Program Elements 68
Other Key Compensation Governance Policies 83

(1) Mr. Upton was appointed Executive Vice President and CFO effective March 1, 2023.
(2) Ms. Saltzgaber was appointed Executive Vice President and Chief Investment Officer effective March 1, 2023.
(3) Mr. Haendiges resigned from his role as Executive Vice President—U.S. Life Insurance effective December 31, 2023, and retired from Genworth in April 2024.
(4) Mr. Sheehan transitioned from the combined role of Chief Financial Officer and Chief Investment Officer effective March 1, 2023, and remained with the company in an advisory role until March 31, 2023.

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2023 Company Performance

In 2023, Genworth met or exceeded key financial, non-financial, and operational objectives across its business portfolio due to strong execution and performance in Enact as well as solid progress in our U.S. Life Insurance business.

Delivering Financial Performance
Enact exceeded its financial objectives, including its targets for adjusted operating income, adjusted return on equity (“ROE”) and expense ratio.
U.S. Life Insurance exceeded its internal targets for in-force rate action (“IFA”) approvals on our legacy blocks of long-term care insurance (“LTC”) in execution of our multi-year rate action plan. Achieved $354 million in premium rate increases, well above the goal of $275 million for the year. Significant progress in our Multi-Year Rate Action Plan (“MYRAP”) with the cumulative progress to $28.0 billion in approval on a net present value basis since 2012, reflecting progress of 84% toward our latest $33.3 billion estimate for the net present value of rate increases and benefit reductions. Completed 144 in-force premium filings in 43 states.
Exceeded our target for core pre-tax statutory income for Genworth Life Insurance Company (“GLIC”) and its consolidated life insurance subsidiaries achieving $296 million versus a target of $270 million.
 
Further Strengthening LTC Financial and Operations Capabilities To Address Customer Needs
Exceeded the targets for long-term care operational excellence and customer service for timeliness in phone speed to answer, claims eligibility, inventory, and payments.
 
Developing Innovative Aging Care Services and Solutions
Advanced the development and implementation of CareScout Services business by launching the CareScout Quality Network in Texas and several other states. Network is differentiated from others in the long-term care industry by having quality credentialling standards and negotiated discounted rates. Work continues in developing insurance and funding solutions to help Americans afford LTC.
 
Return of Capital Driving Long Term Stockholder Value
Returned capital to stockholders through the repurchase of $295 million worth of our outstanding shares at an average price less than $5.70 per share under our share repurchase program in 2023.
Expanded our existing share repurchase program by an additional $350 million reflecting the transformative progress the company has made in recent years. The total amount authorized under the share repurchase program is $700 million.
Completed a successful consent solicitation from bondholders representing the majority in principal amount of our outstanding senior notes due 2034 to permit the repayment, redemption or repurchase of our outstanding fixed-to-floating rate junior subordinated notes due 2066, and opportunistically reduced outstanding holding company debt to $856 million.

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Positioning U.S. Life Insurance for Long-Term Sustainability

Continued with the implementation of LTC litigation settlements. Full implementation of the new U.S. GAAP accounting guidance related to the recognition and measurement of long-duration insurance contracts, commonly known as Long-Duration Targeted Improvements (“LDTI”).

 

Enhancing Human Capital

Strengthened and expanded the focus on human capital through enhancing employee engagement, diversity, equity, and inclusion efforts and received designation as a “Top Workplace” in Richmond, Virginia, and Stamford, Connecticut.


Payout Funding Results Summary
Key Annual Incentive Financial Objectives Above Target

The Enact mortgage insurance business exceeded its goals for adjusted operating income, adjusted return on equity and expense ratio.

The U.S. Life Insurance business exceeded its internal targets in 2023 for IFA approvals and premium rate actions filed under our multi-year rate action plan, GLIC core pre-tax statutory income and customer service experience and operations.

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

Key Annual Incentive Non-Financial Objectives Above Target

The company returned capital to stockholders through share buybacks, opportunistically repurchased debt, and managed the company’s leverage ratio below 25%.

Strengthened and expanded the focus on human capital through enhancing employee engagement, diversity, equity, and inclusion efforts, and received “Top Workplace” designation in Richmond, Virginia and Stamford, Connecticut.

Long-Term Financial Objectives Above Target Our 2021-2023 PSU awards payout was driven by Adjusted Operating Income and strong TSR.

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Compensation Philosophy

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.

The following principles guide our compensation program design and individual compensation decisions. Additionally, we have highlighted below key elements of our compensation programs or policies for executive officers that illustrate how we support these principles in practice:

     Our Guiding Principles      Examples of Programs or Policies That Support Our Principles
  Compensation should be primarily performance-based and align executive officer incentives with stockholder interests across multiple timeframes.  
Annual incentives (short-term performance-based awards) are measurable and align with business operating plans.
Annual grants of long-term equity incentives to NEOs, including PSUs (which vest based on company performance after three years) and RSUs (which vest over three-years based on continued employment, emphasizing long-term stock appreciation and retention).
  At-risk pay and compensation design should reflect an executive officer’s impact on company performance over time.  
A majority of annual compensation of our executive officers is at risk.
Our CEO has 87% of total target pay linked to company performance, through PSUs and annual incentives for 2023.
Our other continuing NEOs have an average of 74% of total target pay at risk through PSUs, RSUs, and annual incentives for 2023.
Annual long-term incentive grants constitute the largest component of target compensation for executive officers.
  Total compensation opportunities should be competitive within the relevant marketplace.  
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.
  Our incentive compensation should reward financial and operational performance and allow for qualitative assessment.  
In determining annual incentive awards, the Compensation Committee measures performance against specific financial and non-financial objectives for the continuing 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.
  Plan designs and incentives should support appropriate risk management practices.  
Executive officer stock ownership guidelines for our CEO (7x salary), our CFO (3x salary) and for our other executive officers (2x salary) are meaningful.
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.

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Key Governance Practices

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 Policies
Double-Trigger for Change of Control Benefits
No Excise Tax Gross-Ups for Change of Control Benefits
Ongoing Outreach to Understand Our Stockholders’ Views

Compensation Decision-Making Process

How We Determine Program Design

Role of the Compensation Committee

The Compensation Committee seeks a collaborative relationship with management when determining executive compensation programs and performance. The Compensation Committee 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 performs the annual review process of the CEO and other executive officer performance and related compensation decisions, with input from the Board and support of its independent compensation consultant. The Compensation Committee regularly meets in executive session without management present and retains the final authority to approve all compensation policies, programs and amounts paid to our executive officers.

Role of Management

Our CEO and Executive Vice President—Chief Human Resources Officer regularly attend meetings of the Compensation Committee to provide analysis, details and recommendations regarding the company’s executive compensation programs and plan design. During full Board meetings, members of the Compensation Committee also receive business performance and strategy updates from other members of senior management that align with incentive compensation plan goals. Our CEO provides the Compensation Committee with performance assessments and compensation recommendations for individual executive officers (other than himself). The Compensation Committee, typically in the first quarter of each year, then determines and approves annual incentive award payouts for the prior year, any adjustments to base salary, target annual incentives for the upcoming year, and awards of long-term incentives to executive officers. For more information on the compensation decisions made in 2023, see the Key Compensation Program Elements section below.

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Role of Compensation Consultant

In 2023, the Compensation Committee retained Meridian Compensation Partners, LLC as its independent compensation consultant, to assist in reviewing and analyzing compensation data for our CEO and other executive officers. The independent compensation consultant regularly attends Compensation Committee meetings and meets with the Compensation Committee in executive session without management present. The Compensation Committee occasionally requests special studies, assessments of market trends and education regarding changing laws and regulations from the compensation consultant to assist the Compensation Committee in its decision-making processes for the CEO and other executive officers. The compensation consultant provides the Compensation Committee with advice, but does not determine the amount or form of compensation for our executive officers. In 2023, the Compensation Committee assessed the independence of the compensation consultant and other advisors pursuant to SEC rules and concluded that no conflict of interest exists that would prevent the compensation consultant or other advisors from independently advising the Compensation Committee.

Benchmarking

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 also consider the internal responsibilities among the executive officers to help determine appropriate pay levels. With respect to individual executive officers, we compare the total target 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 are not given greater weight 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.

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 industry-specific market compensation surveys to provide a broad perspective of market practice. While no individual company matches our lines of business precisely, the Peer Group is intended to represent, in the aggregate, 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 size and breadth of our legacy businesses and the assets we hold and invest for these businesses, the historic losses in our legacy LTC business and the potential for volatility year over year as stock prices change. The companies included in market surveys used 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.

To the extent we make changes to our business portfolio, or as peer companies adjust their own business lines or distribution channels, we will consider adding peers, or removing peers which no longer have revenue sources and talent demands similar to ours. The Compensation Committee will consider advice and recommendations developed by its compensation consultant to support our benchmarking principles.

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As in prior years, the compensation consultant supported the Compensation Committee’s evaluation of the peer group to be used for benchmarking purposes by providing analysis of the Peer Group. Following its annual review of our Peer Group with the compensation consultant in 2022, Meridian Compensation Partners, the Compensation Committee removed Aflac, Inc., MGIC Investment Corp, and Radian Group, Inc., due to their size compared to the company. The Compensation Committee also added three new peers, Cincinnati Financial Corp., Kemper Corporation and Globe Life Inc., which were determined to be of appropriate size and a compatible business fit. The Peer Group listed below was used when considering 2023 target compensation levels:

REMOVED 2023 PEER GROUP ADDED
Aflac Incorporated
(larger size)
MGIC Investment Corp
(smaller size)
Radian Group, Inc.
(smaller size)
American Financial Group
Assurant Inc.
Brighthouse Financial, Inc.
Cincinnati Financial Corp.
CNA Financial Corp.
CNO Financial Group Inc.
Fidelity National Financial, Inc.
First American Financial Corp.
Globe Life Inc.
Hanover Insurance Group, Inc.
Kemper Corporation
Lincoln National Corp.
Principal Financial Group Inc.
Reinsurance Group of America Inc.
Unum Group
Cincinnati Financial Corp
Kemper Corporation
Globe Life Inc.
 





The Compensation Committee, with advice from its independent compensation consultant, Meridian Compensation Partners, LLC, continues to evaluate and assess its Peer Group on an annual basis.

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

Annual advisory votes to approve named executive officer compensation serve as a tool to help the Compensation Committee evaluate the alignment of our executive compensation programs with the interests of the company and our stockholders. At the 2023 Annual Meeting, approximately 95% of the shares voted were cast in favor of the compensation paid to the named executive officers in 2022.

While the vote was strongly in favor of our compensation programs, we continue to take steps to regularly, and proactively, engage with our stockholders throughout the year and solicit their views on our program. For example, during 2023, our outreach campaign targeted the top 20 stockholders, representing 54% of shares outstanding. The feedback pertaining to our executive compensation programs from our stockholders throughout 2022 and 2023 was shared with the Compensation Committee, as well as the full Board, and informed the Compensation Committee’s decisions with respect to certain elements of our 2023 compensation program, as well as our 2024 compensation program, as described below. Upon considering the results of the 2023 advisory votes and our recent history of advisory votes to approve named executive officer compensation, the Compensation Committee concluded that stockholders viewed our current program design favorably, and the committee will continue to review and consider feedback as the program continues to evolve over time. See below for the changes resulting from these conversations.

What We Heard       What We Are Doing
Compensation should be primarily performance-based and align executive officer incentives with stockholder interests across multiple timeframes
We are increasing the weighting of performance awards in our 2024 pay design for executive officers to further incentivize performance and alignment to market.
Importance of linking pay with measures that have significance to stockholders and business
To further align to stockholders, we increased TSR weighting in our 2023 performance awards for executive officers.
Peer group should be appropriate size and good business fit
We refreshed our peer group to ensure continued alignment with size-appropriate peers
CEO life insurance program annual premium payments raised concerns
CEO voluntarily ceased participation in the executive life insurance programs during 2023

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Key Compensation Program Elements

Our 2023 annual compensation program for continuing named executive officers consists of the following key elements: base salary, annual incentive, and annual long-term incentive grants (which includes PSUs for the CEO, and PSUs and RSUs for all other continuing NEOs). A significant portion of annual compensation of our continuing NEOs is completely at risk.

The charts below reflect the average target compensation mix for the CEO and other continuing NEOs. Additional details on their compensation elements are described on the following pages.

2023 CEO Target Compensation       2023 Other NEO Target Compensation

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. In February 2023, the Compensation Committee undertook its annual review of executive officer base salaries, while considering benchmarking data and advice provided by its compensation consultant. Mr. Upton, Mr. Karawan and Ms. Saltzgaber received a base salary increase as described below. The other continuing named executive officers did not receive any adjustments to their base salaries in 2023. The table below shows base salaries for our continuing NEOs in 2023 and describes the rationale for base salary increases:

Named Executive Officer       2023 Base Salary
($)
      Change from Prior
Base Salary
      Rationale
Mr. McInerney       $ 1,000,000 0 % No Change
Mr. Upton $ 600,000                 20 % Increased in connection with
promotion to CFO
Mr. Haendiges $ 600,000 0 % No Change
Mr. Karawan $ 600,000 9 % Increased after evaluating
market competitiveness
Ms. Saltzgaber $ 500,000 32 % Increased in connection with
promotion to CIO

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Annual Incentive

In our annual incentive program, we review performance against financial objectives, together with a qualitative assessment of operational objectives and other accomplishments toward non-financial priorities that are not necessarily reflected in annual financial results. We place a heavier weighting on the financial objectives, and the specific weightings for the financial and non-financial objectives are included in the individual scorecards for each continuing named executive officer below.

Each continuing named executive officer has an annual incentive target, expressed as a percentage of base salary. The 2023 target annual incentive opportunities for our continuing named executive officers ranged from 100% to 200% of base salary, and payout opportunities for 2023 ranged from zero to 200% of their individual target amount. Individual annual incentive targets are reported in the 2023 Grants of Plan-Based Awards Table. After review, the Compensation Committee determined to not make any adjustments to annual incentive target percentages for our continuing NEOs for 2023, as the existing targets were considered competitive within the marketplace for their roles.

Our annual incentive program is closely aligned with our annual business operating plan, which is reviewed by the Board of Directors. Generally, the Compensation Committee sets performance targets for the annual incentive program that align with achievement of certain performance measures contained in the business operating plan, with above target payouts for exceeding the plan and below target or no payouts for not meeting the plan. When setting the annual business operating plan, many factors and assumptions are considered, such as the competitive landscape, the global economic environment, market trends, interest rates, and regulatory considerations. As a result, performance targets within our annual incentive plan may not always increase on a yearly basis, and may even be set below the previous year’s targets or actual results.

Amounts earned and paid under our annual incentive program for 2023 are reported in the Non-Equity Incentive Plan Compensation column of the 2023 Summary Compensation Table.

How We Performed: Financial Objectives

The financial metrics chosen to measure 2023 performance, which are also disclosed in the individual continuing NEO scorecards below, were identified as key drivers of our business operating plans.

For example, with respect to financial objectives, Adjusted Operating Income and Operating Return on Equity continue to represent key measures of financial performance for Enact, while incremental premiums approved for LTC in-force rate actions and in-force premiums filed remain key priorities for our U.S. Life business.

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Performance Unit       Key Financial Objective      Unit      Threshold      Target      Maximum      2023
Results
U.S. Life Insurance LTC In-Force Rate Actions Gross
Incremental Premium Approval(1)
$million $ 225 $ 275 $ 350 $ 354
LTC In-Force Premiums Filed(2) $million $ 750 $ 900 $ 1,050 $ 1,114
Core Pre-Tax Statutory Income(3) $million $ 215 $ 270 $ 325 $ 296
Operational Excellence and
Customer Service
% 50 % 100 % 200 % 125 %
Enact Levered Operating Return
on Equity(4)(5)
% 5.1 % 10.9 % 14.1 % 15.5 %
Investments Net Investment Income $million $ 2,763 $ 3,070 $ 3,377 $ 3,183
U.S. Life Purchase Yield v.
External Benchmark(6)
% 5.00 % 5.55 % 6.11 % 5.85 %
Enact Purchase Yield v. External
Benchmark(7)
% 4.91 % 5.45 % 6.00 % 5.61 %
U.S. Life Statutory Impairments
and Trading Gains / Losses and
Capital/ Credit Migration Impact(8)
$million ($165) ($115) ($65) ($84)
(1) The LTC in-force gross incremental premiums approved metric measures the weighted average increase on annualized LTC in-force premiums resulting from rate actions approved in 2023.
(2) This metric measured the LTC in-force premiums rate action requests filed with the states in 2023. 2023 results include actuals plus a $125 million adjustment for filings that could not be pursued given positive approval outcomes or specific states' directives to delay submission.
(3) Pre-Tax Statutory Income is based on Genworth Life Insurance Company (GLIC) and its consolidating life insurance subsidiaries that has been prepared on the basis of statutory accounting principles (SAP). Statutory Net Income is reflected in the “Summary of Operations” within the statutory filings of Genworth’s U.S. Life Insurance Companies. Due to differences in methodology between SAP and U.S. GAAP, the values for assets, liabilities and equity reflected in financial statements prepared in accordance with U.S. GAAP are materially different from those reflected in financial statements prepared under SAP. The Pre-Tax Statutory Income of $433 million in 2023 has been adjusted to "Core Pre-Tax Statutory Income" which excludes the impacts from in-force reserve changes from future period assumption changes, methodology changes, market impact to annuity products, conversion cost associated with third party outsourcing, impacts from COVID-19, court-driven impacts on IFA settlement timing, state-specific court or administrative ruling, model refinements, reinsurance transactions and regulatory changes.
(4) Reflects Genworth ownership amount excluding noncontrolling interests.
(5) Levered Operating Return on Equity for Enact equals adjusted levered operating income for the year divided by average equity for the most recent year.
(6) Benchmark based on Barclays’ Intermediate Corporate Index.
(7) Benchmark based on Barclays’ Long Corporate Index.
(8) Investment impairments and trading losses are calculated in accordance with statutory accounting rules and the capital/credit migration impact represents statutory risk-based capital impact to U.S. life insurance companies primarily from changes in National Association of Insurance Commissioners rating of invested assets shown at a 150% multiple.

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How We Performed: Non-Financial Objectives

The Compensation Committee also established key non-financial priorities for 2023 designed to have an impact on company financial performance and stockholder value.

The chart below outlines the non-financial priorities used in determining 2023 annual incentive program payouts for our continuing NEOs. For applicable use and weighting of these metrics for each continuing NEO, please see each continuing NEO’s individual scorecard later in this document.

During February 2024, the Compensation Committee reviewed overall performance results against the applicable objectives in the previously set scorecards and also considered the performance of each continuing NEO in their respective area of responsibility in determining the actual payouts of annual incentives.

Key Non-Financial Priority 2023 Accomplishments/Results
Corporate Non-Financial Priorities
Mr. McInerney
Mr. Upton
Mr. Karawan
Returned capital to stockholders through the repurchase of $295 million worth of our outstanding shares at an average price less than $5.70 per share under our share repurchase program in 2023.
Expanded our existing share repurchase program by an additional $350 million reflecting the transformative progress the company has made in recent years. The total amount authorized under the share repurchase program is $700 million.
Completed a successful consent solicitation from bondholders representing the majority in principal amount of our outstanding senior notes due 2034 to permit the repayment, redemption or repurchase of our outstanding fixed-to-floating rate junior subordinated notes due 2066, and opportunistically reduced outstanding holding company debt to $856 million.
Advanced the development and implementation of CareScout Services business by launching the CareScout Quality Network in Texas and several other states. Network is differentiated from others in the long-term care industry by having quality credentialling standards and negotiated discounted rates. Work continues in developing insurance and funding solutions to help Americans pay for LTC.
Strengthened and expanded the focus on human capital through enhancing employee engagement, talent and performance management, succession planning, and diversity, equity, and inclusion efforts.
Received designation as a “Top Workplace” in Richmond, Virginia, and Stamford, Connecticut.
The Compensation Committee determined above target funding was warranted.
U.S. Life Non-Financial Priorities
Mr. Haendiges
Continued with the successful implementation of LTC litigation settlements. Settlements have reduced our tail-risk associated with our LTC legacy book. Policyholders have elected to reduce their benefits in order to reduce or eliminate their premiums.
Full implementation of the new U.S. GAAP accounting guidance related to the recognition and measurement of long-duration insurance contracts, commonly known as LDTI.
The Compensation Committee determined target funding was warranted.
Investments Non-Financial Priorities
Ms. Saltzgaber
Executed $1.2B repositioning program to enhance income and improve Asset Liability Management (ALM).
Executed $2B in interest rate hedges, improving ALM in historically attractive yield environment.
Increased production in middle market loans given strong relative value.
The Compensation Committee determined above target funding was warranted.

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NEO 2023 Scorecard Results

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 2023 target was $2,000,000 (or, 200% of base pay). Mr. McInerney’s approved annual incentive award for 2023 was $3,200,000, or approximately 160% of his targeted amount, based on the achievement of the financial and non-financial measures indicated below.
   

Financial Objectives 70%

($ millions)
Performance Unit
Key Financial Objective ($ Millions) Weighting 2023
Target
2023
Results
Funding
%
Enact(1) Adjusted Operating Return on Equity 25% 10.9 % 15.5 %  200 %
U.S. Life Insurance Core Pre-Tax Statutory Income ($MM) 25% $270 $296 147 %
LTC In-Force Rate Actions Gross
Incremental Premium Approved
20% $275 $354 200 %
Total Funding For Financial Objectives 127 %

Non-Financial Objectives 30%

Areas of Focus included:
Return Capital to Stockholders;
CareScout Growth Initiatives; and
Human Capital, Succession Planning and Talent Management
33 %
Overall Funding % 160 %
(1) Reflects Genworth ownership amount excluding noncontrolling interests.

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Jerome T. Upton
Mr. Upton’s annual incentive award could range from 0% of target to 200% of target based on results versus applicable performance targets. His 2023 target was $750,000 (or, 125% of base pay). Mr. Upton’s approved annual incentive award for 2023 was $1,200,000, or approximately 160% of his targeted amount, based on the achievement of the financial and non-financial measures indicated below.
   

Financial Objectives 70%

($ millions)
Performance Unit
Key Financial Objective ($ Millions) Weighting 2023
Target
2023
Results
Funding
%
Enact(1) Adjusted Operating Return on Equity 25% 10.9 % 15.5 % 200 %
U.S. Life Insurance Core Pre-Tax Statutory Income ($MM) 25% $270 $296 147 %
LTC In-Force Rate Actions Gross
Incremental Premium Approved
20% $275 $354 200 %
Total Funding For Financial Objectives 127 %

Non-Financial Objectives 30%

Areas of Focus included:
Return Capital to Stockholders;
CareScout Growth Initiatives; and
Human Capital, Succession Planning and Talent Management
33 %
Overall Funding % 160 %
(1) Reflects Genworth ownership amount excluding noncontrolling interests.

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Gregory S. 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 2023 target was $600,000 (or, 100% of base pay). Mr. Karawan’s approved annual incentive award for 2023 was $960,000, or approximately 160% of his targeted amount, based on the achievement of the financial and non-financial measures indicated below.
   

Financial Objectives 70%

($ millions)
Performance Unit
Key Financial Objective ($ Millions) Weighting       2023
Target
      2023
Results
      Funding
%
Enact(1) Adjusted Operating Return on Equity 25% 10.9 % 15.5 % 200 %
U.S. Life Insurance Core Pre-Tax Statutory Income ($MM) 25% $270 $296 147 %
LTC In-Force Rate Actions Gross
Incremental Premium Approved
20% $275 $354 200 %
Total Funding For Financial Objectives 127 %

Non-Financial Objectives 30%

Areas of Focus included:
Return Capital to Stockholders;
CareScout Growth Initiatives; and
Human Capital, Succession Planning and Talent Management
33 %
Overall Funding % 160 %
(1) Reflects Genworth ownership amount excluding noncontrolling interests.

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Executive Compensation

Kelly A. Saltzgaber
Ms. Saltzgaber’s annual incentive award could range from 0% of target to 200% of target based on results versus applicable performance. Her 2023 target was $625,000 (or, 125% of base pay). Ms. Saltzgaber’s approved annual incentive award for 2023 was $1,000,000, or approximately 160% of her targeted amount, based on the achievement of the following financial and non-financial measures:
   

Financial Objectives 70%

($ millions)
Performance Unit
Key Financial Objective ($ Millions) Weighting       2023
Target
      2023
Results
      Funding
%
Investments Net Investment Income 20 % $3,070 $3,183 137 %
U.S. Life Purchase Yield v. External Benchmark 15 % 5.55 % 5.85 % 154 %
Enact Purchase Yield v. External Benchmark 10 % 5.45 % 5.61 % 129 %
U.S. Life Statutory Impairments and Trading Gains / Losses and Capital / Credit Migration Impact(1) 25 % ($115 ) ($84 ) 163 %
Total Funding For Financial Objectives 104 %

Non-Financial Objectives 30%

Areas of Focus included:
Limited Partnership / Middle Market Loan Production;
Portfolio Repositioning; and
Derivatives – Forward Starting Swaps / Forward Treasuries
56 %
Overall Funding % 160 %
(1) Investment impairments and trading losses are calculated in accordance with statutory accounting rules and the capital/credit migration impact represents statutory risk-based capital impact to U.S. life insurance companies primarily from changes in National Association of Insurance Commissioners rating of invested assets shown at a 150% multiple.

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Executive Compensation

Brian K. Haendiges
Mr. Haendiges’ annual incentive award could range from 0% of target to 200% of target based on results versus applicable performance. His 2023 target was $600,000 (or, 100% of base pay). Mr. Haendiges’ approved annual incentive award for 2023 was $900,000, or approximately 150% of his targeted amount, based on the achievement of the following financial and non-financial measures:
   

Financial Objectives 70%

($ millions)
Performance Unit
Key Financial Objective ($ Millions) Weighting 2023
Target
   2023
Results
      Funding
%
U.S. Life Insurance LTC In-Force Rate Actions Gross Incremental Premium Approved 25 % $275 $354 200 %
LTC In-Force Rate Action Premium Filed 10 % $900 $1,114 200 %
Genworth Life Insurance Company Core Pre-Tax Statutory Income 25 % $270 $296 147 %
Operational Excellence and Customer Service 10 % 100 % 125 % 125 %
Total Funding For Financial Objectives 120 %

Non-Financial Objectives 30%

Areas of Focus included:      
Execution Of In-Force Strategic Initiatives;
Successfully Implementing LDTI; and
Human Capital and Enhancing Engagement With Stakeholders
30 %
Overall Funding % 150 %

Long-Term Incentives

We believe that the largest component of our annual compensation opportunities for continuing named executive officers should be in the form of longer-term incentives, including annual long-term equity grants.

Our long-term incentive program is closely aligned with a multi-year business plan, which is reviewed by the Board of Directors. The Compensation Committee sets performance targets for the performance-based awards in our long-term incentive program that align with achievement of certain components in our multi-year business plan, with above target payouts for exceeding the plan and below target or no payouts for not meeting the plan. When setting the multi-year business plan, many factors and assumptions are considered, such as the competitive landscape, the global economic environment, market trends, interest rates, and regulatory considerations. As a result, performance targets within our long-term incentive plan may not always increase on a yearly basis, and may even be set below the previous year’s targets or actual results.

To determine annual long-term equity grant awards for the CEO, the Compensation Committee works with its independent compensation consultant. To determine long-term equity grant awards to all other executive officers, the CEO prepares a recommendation for each such executive officer for the Compensation Committee’s consideration and approval. In addition, when determining long-term equity award values for each executive officer (including our CEO), the Compensation Committee considers competitive pay levels, alignment of total pay at risk with the individual’s ability to impact long-term company performance, the individual’s sustained performance over time, and long-term succession and retention needs.

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Executive Compensation

For the 2023-2025 PSUs and RSUs, our Compensation Committee reviewed the proposed compensation values for all executive officers, determined aggregate award sizes based on the approach described above using an estimated share value and granted the awards, including performance goals and targets for the PSUs, in February 2023.

NEO LTI Target Amounts

The 2023 target annual long-term incentive intended values for our continuing named executive officers average 53% of target compensation.

The intended value of the annual long-term incentive awards made in 2023 to our continuing NEOs were as follows:

Named Executive Officer       Reported
Year
      Approximate
Compensation
Value Intended
to be Delivered(1)
      # of RSUs
Awarded
      “Target”
# of PSUs
Awarded(2)
Mr. McInerney 2023       $ 5,000,000 783,028
Mr. Upton 2023 $ 1,250,000 109,457 97,878
Mr. Karawan 2023 $ 750,000 65,674 58,727
Ms. Saltzgaber 2023 $ 750,000 65,674 58,727
Mr. Haendiges 2023 $ 1,250,000 109,457 97,878
(1) Due to differences in how the grant-date fair value of awards is determined for accounting purposes, these amounts will differ from the amounts reflected as the grant date fair value of the awards for 2023 in the 2023 Summary Compensation Table.
(2) Regarding the 2023 awards, although the continuing NEOs other than the CEO received their intended value split evenly between RSUs and PSUs, their awarded number of PSUs were lower than the awarded number of RSUs because the PSU valuation for 2023 contains an adjustment for stock price volatility based on TSR Monte Carlo valuation projections.

Long-Term Incentive Award Design

Our long-term incentives awarded to executive officers have included, over time, different combinations of SARs, PSUs and RSUs.

For 2023, our continuing named executive officers’ long-term equity grants were awarded 100% in PSUs for our CEO and 50% PSUs and 50% RSUs for our other continuing named executive officers. Taken together, we believe our annual long-term incentive grants provide our named executive officers with effective retention value and appropriate incentives to achieve long-term company performance objectives, while aligning our executive officer compensation program with the long-term interests of our stockholders.

The 2023 PSU design incorporates relative Total Shareholder Return at 30%, Adjusted Operating Income (Enact Segment) at 20%, and Core Pre-Tax Statutory Net Income (USLI) at 50%. The relative Total Shareholder Return increased in 2023 from 20% in response to shareholder feedback.

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Executive Compensation

Additional Information Regarding Awards of Performance Stock Units

Payout for performance is interpolated on a straight-line basis between each of threshold and target payouts and between target and maximum payouts.
No payout shall be earned for performance below threshold level for the performance measurement period.
Notwithstanding the level of achievement of the performance goals for each outstanding award, the Compensation Committee may exercise negative discretion to pay out a lesser amount, or no amount at all, under the Performance Stock Unit Award, based on such considerations as the Compensation Committee deems appropriate.
The target number of PSUs noted on page 77 was fixed for each participant at the time of grant.

Additional Information Regarding Awards of Restricted Stock Units

RSUs vest 33% per year, beginning on the first anniversary of the grant date.

Additional Information Regarding Long-Term Incentive Awards

Net after-tax shares acquired by named executive officers through the grant or exercise of all company equity incentive awards are subject to a 50% retention ratio until stock ownership guidelines are met.
Outstanding long-term incentive awards are generally forfeited upon termination of employment with the company prior to vesting, except for limited instances described in the Executive Compensation—Potential Payments upon Termination or Change of Control section below.
The Compensation Committee approves a rounded number of shares based on the planned compensation value using the 20-day historical trading average price up to and including the date of grant. The use of a 20-day historical trading average price mitigates the impact of short-term fluctuations in stock price on award levels, allows for clear understanding of both share levels and approximate compensation values at the time of Compensation Committee approval, and facilitates delivering rounded award amounts.

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Executive Compensation

Performance Stock Incentive Awards Status

Performance Period and Measure Performance Levels Status
2021-2023 (1)(2)(3)(4)(5)(6)            
Results were certified in February 2024
Adjusted Operating Income and Total Shareholder Return both achieved maximum performance levels. Final payout was certified at 200% based on Company performance.
80% Adjusted Operating
Income (Loss) - $M
20% Total Shareholder Return
(“TSR”)
2022-2024 (5)(6)(7)(8)(9)(10)
As of December 31, 2023, payout was projected between Threshold and Target levels.
Results will be certified in February 2025 based on Company performance.
60% U.S. Life - Statutory Net
Income - $M
20% Enact - Adjusted Operating
Income (Loss) - $M
20% Total Shareholder Return
(“TSR”)
2023-2025 (6)(8)(10)(11)(12)(13)
As of December 31, 2023, payout was projected between Threshold and Target level.
Results will be certified in February 2026 based on Company performance.
50% U.S. Life Insurance
Companies - Core Pre-Tax
Statutory Income - $M
30% Total Shareholder Return
(“TSR”)
20% Enact - Adjusted Operating
Income (Loss) - $M
(1) “Adjusted Operating Income (Loss)” shall mean U.S. GAAP income (loss) from continuing operations excluding the after-tax effects of income (loss) from continuing operations attributable to noncontrolling interests, net investment gains (losses), goodwill impairments, gains (losses)on the sale of businesses, gains (losses) on the early extinguishment of debt, gains (losses) on insurance block transactions, restructuring costs and other adjustments, net of taxes. Adjusted Operating Income (Loss) was adjusted for purposes of management performance evaluation to exclude the impacts from in-force reserve changes from future period assumption changes, methodology changes, changes in foreign exchange rates, tax changes based on updated regulations, guidance, assessments, or refinements related to technical areas of the Tax Cuts and Jobs Act of 2017 (the “Tax Cuts and Jobs Act”), legal fees and settlement costs related to merger & acquisition litigation, any strategic deal-related expenses (e.g. 3rd party legal, actuarial or reinsurance support for negotiating or implementing a transaction), and professional fees related to the implementation of the Long Duration Targeted Improvements (“LDTI”) accounting standard. Adjustment to the 3-year cumulative measurement was applied based on strategic transactions in 2021, 2022 or 2023 that are not included in forecast assumptions.
(2) Adjusted Operating Income (Loss) was measured as follows: for Enact and corporate and other activities, January 1, 2021 through December 31, 2023; for the U.S. Life and runoff segments, January 1, 2021 through December 31, 2022. New accounting guidance related to LDTI was effective for us on January 1, 2023 (with transition adjustments as of January 1, 2021), and this guidance was expected to have extensive changes primarily impacting U.S. Life Insurance. Accordingly, the 2023 Adjusted Operating Income (Loss) for U.S. Life Insurance has been excluded from the 2023 target.
(3) In evaluating performance, the Compensation Committee excluded the impact, if any, on reported financial results of any of the following events that occurred during the performance period: a) acquisitions and divestitures, b) stockholder dividends or common stock repurchases and c) changes in accounting principles, including LDTI, or other laws or provisions.

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(4) The payout that may be earned based on the TSR portion of this Award’s goal was determined based on the company’s Percentile Ranking relative to its Peer Group; provided, however, that in no event did the total dollar value of the Confirmed Units with respect to the TSR-goal portion of the Award exceed 800% of grant date fair value of the TSR-goal portion of the Award.
(5) “Peer Group” shall mean the constituents of the S&P 400 Financials Sector on the Grant Date (each such constituent, a “Peer Company”).
(6) TSR performance results were calculated as follows: (i)(a) the 20-trading day average closing price of the applicable entity’s common stock as of the last trading day of the performance period, minus (b) the 20-trading day average closing price of the applicable entity’s common stock as of the first day of the performance period, plus (c) the sum of all dividends and other distributions paid on such entity’s common stock during the performance period, on a per share basis, divided by (ii) the 20-trading day average closing price of the applicable entity’s common stock as of the first day of the performance period.
(7) “Enact - Adjusted Operating Income (Loss)” shall mean U.S. GAAP income (loss) from continuing operations excluding the after-tax effects of income (loss) from continuing operations attributable to noncontrolling interests, net investment gains (losses), goodwill impairments, gains (losses) on the sale of businesses, gains (losses) on the early extinguishment of debt, gains (losses) on insurance block transactions, restructuring costs and other adjustments, net of taxes. Enact -Adjusted Operating Income (Loss) may be adjusted for purposes of management performance evaluation to exclude the impacts from in-force reserve changes from future period assumption changes (e.g. interest rate, expense, lapse), methodology changes (e.g. changes that would arise from a system conversion), changes in foreign exchange rates, tax changes based on updated regulations, guidance, assessments, or refinements related to technical areas of the Tax Cuts and Jobs Act, legal fees and settlement costs related to merger & acquisition litigation, any strategic deal-related expenses (e.g. 3rd party legal, actuarial or reinsurance support for negotiating or implementing a transaction). Adjustment to the 3-year cumulative measurement will be applied based on strategic transactions in 2022, 2023 or 2024 that are not included in forecast assumptions.
(8) In evaluating performance, the Compensation Committee shall exclude the impact, if any, on reported financial results of any of the following events that occur during the performance period: a) acquisitions and divestitures, b) shareholder dividends or common stock repurchases and c) changes in accounting principles or other laws or provisions.
(9) “U.S. Life - Statutory Net Income” shall mean Net Income based on Genworth Life Insurance Company (GLIC) and its consolidating life insurance subsidiaries that has been prepared on the basis of statutory accounting principles (SAP). Statutory Net Income is reflected in the “Summary of Operations” within the statutory filings of Genworth’s U.S. Life Insurance Companies. Due to differences in methodology between SAP and U.S. GAAP, the values for assets, liabilities and equity reflected in financial statements prepared in accordance with U.S. GAAP are materially different from those reflected in financial statements prepared under SAP. U.S. Life Insurance Companies Statutory Net Income may be adjusted for purposes of management performance evaluation to exclude the impacts from in-force reserve changes from future period assumption changes, methodology changes, changes in foreign exchange rates, tax changes based on updated regulations, guidance, assessments, or refinements related to technical areas of the Tax Cuts and Jobs Act, legal fees and settlement costs related to merger & acquisition litigation, any strategic deal-related expenses (e.g. 3rd party legal, actuarial or reinsurance support for negotiating or implementing a transaction), changes to variable annuity reserves related to changes in interest rates and equity markets and corresponding realized gains and losses on variable annuity hedges. Adjustment to the 3-year cumulative measurement will be applied based on strategic transactions in 2022, 2023 or 2024 that are not included in forecast assumptions.
(10) The payout that may be earned based on the TSR portion of this Award’s goal will be determined based on the company’s Percentile Ranking relative to its Peer Group; provided, however, that in no event will the total dollar value of the Confirmed Units with respect to the TSR-goal portion of the Award exceed 800% of grant date fair value of the TSR-goal portion of the Award.
(11) “Enact - Adjusted Operating Income (Loss)” shall mean U.S. GAAP income (loss) from continuing operations excluding the after-tax effects of income (loss) from continuing operations attributable to noncontrolling interests, net investment gains (losses), gains (losses) on the sale of businesses, gains (losses) on the early extinguishment of debt, initial gains (losses) on insurance block transactions, restructuring costs and infrequent or unusual non-operating items. Adjustments to reconcile net income (loss) to adjusted operating income (loss) assume a 21% tax rate and are net of the portion attributable to noncontrolling interests. Enact - Adjusted Operating Income (Loss) may be adjusted for purposes of management performance evaluation to exclude methodology changes (e.g. changes that would arise from a system conversion), changes in foreign exchange rates, tax changes based on updated regulations, guidance, assessments, or refinements related to technical areas of the Tax Cuts and Jobs Act, legal fees and settlement costs related to merger & acquisition litigation, any strategic deal-related expenses (e.g. 3rd party legal, actuarial or reinsurance support for negotiating or implementing a transaction). Adjustment to the 3-year cumulative measurement will be applied based on strategic transactions in 2023, 2024 or 2025 that are not included in forecast assumptions.
(12) “U.S. Life Insurance Companies Core Pre-Tax Statutory Income” shall mean Pre-Tax Statutory Income based on Genworth Life Insurance Company (GLIC) and its consolidating life insurance subsidiaries that may be adjusted for purposes of management performance evaluation to exclude the impacts from in-force reserve changes from future period assumption changes, methodology changes, market impact to annuity products, conversion cost associated with third party outsourcing, impacts from COVID-19, court-driven impacts on IFA settlement timing, state-specific court or administrative ruling, model refinements, reinsurance transactions and regulatory changes.
(13) “Peer Group” shall mean the constituents of the S&P 600 Insurance Index on the Grant Date (each such constituent, a “Peer Company”).

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Executive Compensation

Other Benefit Programs

Severance Benefits—Involuntary Termination without a Change of Control

The company maintains the Amended and Restated Senior Executive Severance Plan (the “Senior Executive Severance Plan”), which is designed to offer competitive termination benefits, promote retention of a selected group of key employees (including our continuing named executive officers) and provide key protections to the company in the form of restrictive covenants. The Compensation Committee periodically reviews the plan provisions and participants in order to monitor competitiveness and appropriate levels of benefits to meet the plan objectives. The specific terms of the Senior Executive Severance Plan, and the potential payments and benefits upon a termination of employment without “cause” or by the executive for “good reason” for each of our continuing named executive officers are described more fully in the Executive Compensation—Potential Payments upon Termination or Change of Control section below.

Severance Benefits—Involuntary Termination Following a Change of Control

The company maintains the 2014 Change of Control Plan (the “Change of Control Plan”), which is designed to provide change of control severance benefits for a select group of key executives, including our continuing named executive officers, in the event that the executive’s employment is terminated without “cause” or by the executive for “good reason” within two years following a change of control of the company (each a “Qualified Termination”).

The change of control severance benefits are intended to keep participating key leaders neutral to the possibility of corporate transactions in the best interests of stockholders by removing the fear of job loss and other distractions that may result from potential, rumored or actual changes of control of the company. All benefits under the Change of Control Plan are “double-trigger” benefits, meaning that no compensation will be paid to participants solely upon the occurrence of a change of control, so as to not create an unintended incentive. We believe that this structure is appropriate for executives whose jobs are in fact terminated in such a transaction, without providing a windfall to those who continue employment following the transaction.

The Compensation Committee periodically reviews the plan provisions and participants to monitor competitiveness and appropriate levels of benefits to meet plan objectives. The specific terms of the Change of Control Plan, and the potential payments and benefits upon a Qualified Termination for each of our continuing named executive officers are described more fully in the Executive Compensation—Potential Payments upon Termination or Change of Control section below.

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Retirement Benefits

Retirement benefits also fulfill an important role within our overall executive compensation program because they provide a competitive financial security component that supports the attraction and retention of talent. We maintain the Genworth Financial, Inc. Retirement and Savings Plan (the “Retirement and Savings Plan”), a tax-qualified, defined contribution plan in which our U.S. employees, including our continuing named executive officers, are eligible to participate. The Retirement and Savings Plan has two features: the “401(k) Savings Feature,” in which participants can defer savings on a pre-tax or Roth (after-tax) basis and receive company matching contributions, subject to certain Internal Revenue Service limits, and a “Retirement Account Feature,” which includes only annual company non-elective contributions. In addition, we offer the following non-qualified retirement and deferred compensation plans:

Genworth Financial, Inc. Supplemental Executive Retirement Plan (the “SERP”), which is a defined benefit plan that was closed to new participants after December 31, 2009, and for which benefit accruals were frozen as of December 31, 2020; and
Genworth Financial, Inc. Retirement and Savings Restoration Plan (the “Restoration Plan”), which is a defined contribution plan.

We continually assess our benefit offerings and seek to align them with competitive market levels.