Enact Holdings, Inc DEF 14A, filed Mar 28, 2023

Enact Holdings, Inc. (ACT)

DEF 14A 2023-03-28

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Enact Holdings, Inc filed this DEF 14A on March 28, 2023.

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☐			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


☒			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


Dominic J. Addesso Independent Chairperson of the Board Rohit Gupta President and Chief Executive Officer As we move forward, we will continue to be prepared for a variety of economic scenarios in our business. We will continue to execute diligently against our plans to further build a resilient portfolio, strengthen our financial position, and maximize long-term shareholder value.	March 28, 2023 Dear Stockholder, You are invited to attend the 2023 Annual Meeting of Stockholders of Enact Holdings, Inc. (“Enact”) to be held virtually at 11:00am Eastern Time on Friday, May 12, 2023. The Annual Meeting will include voting on the matters set forth in the accompanying Notice of 2023 Annual Meeting of Stockholders and Proxy Statement, and discussion and/or voting on any other business matters properly brought before the meeting. Whether or not you plan to attend the 2023 Annual Meeting of Stockholders, you can ensure that your shares are represented at the meeting by promptly submitting your proxy by telephone, Internet or by completing, signing, dating, and returning your proxy card or voting instruction form. Continued strong performance We are very pleased with Enact’s strong operating results in 2022, especially as the economy continued to recover from the COVID-19 pandemic and the housing market absorbed rising interest rates. Enact delivered net income of $704 million (adjusted operating income of $708 million) and Return on Equity of 17.2% for the full year. We generated a large new insurance written book, and our insurance-in-force grew 10% year-over-year reaching an all-time high of $248 billion. Given the strength of the U.S. consumer, ever-to-date home price appreciation and our loss mitigation efforts, we delivered a loss ratio of negative 10%. Additionally, in the fourth quarter of 2022, we reported total equity of $4.1 billion, a consolidated risk to capital ratio of 12.8:1, and our PMIERs sufficiency was 165% or $2.05 billion above the Private Mortgage Insurer Eligibility Requirements (“PMIERs”) requirements. Continued progress against our strategy 2022 was a complex and dynamic year for the housing and mortgage markets. In addition to the Federal Reserve’s actions and cascading impact on mortgage rates, we continued to operate in an environment with several factors in play, including but not limited to broader inflation for consumers, tight housing supply, the continued impact of the Great Resignation, and a hybrid workforce. Following our IPO in September 2021, our flagship operating subsidiary received upgrades to its credit ratings from Fitch, Moody’s, and S&P. Enact received a second ratings upgrade from Moody’s in 2022, and 2023 is off to a good start with additional upgrades from S&P and Moody’s. Improved credit ratings make us a stronger counterparty for our customers and the Government Sponsored Entities (“GSEs”) and create greater opportunity for us to pursue new business opportunities. 2022 also saw the initiation of a quarterly dividend, the declaration and payment of our second special cash dividend (of $183 million, or $1.12 per common share), the announcement of our first share repurchase program, and entry into Enact’s first revolving credit facility.

	Thank you to Enact employees 2022 has been another successful year for Enact, but it would not have been possible without the outstanding efforts of our employees. Through their agility, dedication, and willingness to support each other and provide excellent service to our customers, we were able to successfully navigate our first full year as a publicly traded company. Please join us in extending our sincerest thanks to each of them for their focus and commitment to getting people into homes and helping them stay there. As we move forward, we continue to prepare for a variety of economic scenarios in our business. We will also continue to execute diligently against our plans to further build a resilient portfolio, strengthen our financial position and maximize long-term stockholder value. We look forward to keeping you updated on our progress and thank you for your investment in and support of Enact. Cordially,


	Dominic Addesso Chairperson of the Board	Rohit Gupta President, Chief Executive Officer & Director


			Letter from Dom and Rohit			1

			Notice of 202 3 Annual Meeting of Stockholders			2

			Enact Business Overview			4

			Proxy Summary			9

			Enact Board of Directors			14


			P ro posal 1 Election of Directors			14

			Nominees			15
			How We Select Our Directors			21
			Director Independence			22

			Enact Corporate Governance			23
			Governance Principles			23
			Board Oversight of Strategy			23
			Board Leadership Structure			23
			Meetings of Independent Directors			24
			Meeting Attendance			24
			Board Responsibilities			24
			Board Policies and Processes			35
			Compensation of Directors			36

			Executive Compensation			38


			P roposal 2 Advisory Vote to Approve Named Executive Officer Compensation			38

			Compensation Discussion and Analysis			39
			Named Executive Officers			39
			202 2 Corporation Performance			40
			Compensation Philosophy			40
			Key Governance Practices			41
			Compensation Decision-Making Process			41


			Key Compensation Program Elements			42
			Other Key Compensation Governance Policies			48
			Report of the Compensation Committee			48
			Executive Compensation Tables			49
			202 2 Summary Compensation Table			49
			Grants of Plan-Based Awards			50
			Outstanding Equity Awards at 202 2 Fiscal Year-End Table			52
			2022 Options Exercised and Stock Vested Table			53
			Pension Benefits			53
			Non-Qualified Deferred Compensation			54
			Potential Payments upon Termination or Change of Control			55
			CEO Pay Ratio			59
			Pay Versus Performance			60

			Audit Matters			63


			P roposal 3 Ratification of Selection of Independent Registered Public Accounting Firm			63

			Approval of Audit and Non-Audit Services			64
			Auditor Fees			64
			Report of the Audit Committee			64

			Information About Our Stock			65
			Ownership of Enact Common Stock			65
			Equity Compensation Plan Information			66

			Questions and Answers about the 202 3 Annual Meeting and Proxy Voting			67

			Other Information			71
			Voting			71
			Meeting Admission			71
			202 2 Annual Report			71
			Date of Distribution			71
			Internet Availability of Proxy Materials			71



Certain statements in this proxy statement, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may appear throughout this report. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements, including the risks and uncertainties set forth in our 2022 Annual Report for the year ended December 31, 2022. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. In addition, our environmental, social and governance (“ESG”) goals are aspirational and may change. Statements regarding our goals are not guarantees or promises that they will be met. The information included in, and any issues identified as material for purposes of, our forthcoming sustainability report shall not be considered material for Securities and Exchange Commission (“SEC”) reporting purposes. As such, in the context of our sustainability report, the term “material” is distinct from, and should not be confused with, such term as defined for SEC reporting purposes. Finally, websites provided throughout this document are provided for convenience only, and the content on the referenced websites does not constitute a part of this Proxy Statement and is not incorporated herein by reference.



						Strengthening Our Communities

Enact is deeply engaged with the communities it serves by enabling more families to achieve the dream of sustainable homeownership and create wealth, while also delivering on our commitments to employee volunteerism, philanthropy, and environmental responsibility. We believe our mission to help families buy—and stay in—homes has a positive impact on the communities we serve. This inspires us to go the extra mile. We look at the bigger picture, always considering our customers’ processes and their borrowers’ experiences. In this way, we seek to strengthen not just our customers’ business, but the neighborhoods where we live and which we serve. Enabling Home Ownership In 2022, our insurance products helped approximately 192,000 individuals and families either achieve the dream of homeownership or refinance a home. We also provided homeowners with access to Home Suite Home® coverage, a product designed to (1) help borrowers defray costs associated with owning a home, and (2) mitigate losses due to an unexpected financial event. Our Homeowners Assistance group helped more than 19,600 individuals and families, particularly those financially impacted by COVID-19, to avoid foreclosure and remain in their homes. Further, we delegated all nationwide COVID-19 loss mitigation programs to servicers to enable assistance to families in need more quickly. To assist first time home buyers, we provided First-Time Homebuyer materials to help lenders effectively educate these buyers on the purchase process and the demands of homeownership. Volunteerism Employee volunteerism is deeply embedded in our corporate culture. Enact provides every employee up to 40 hours of paid time off annually to volunteer in their community. Over half of our employees took advantage of volunteer time off in 2022, contributing thousands of hours of their time to build bookshelves, tables, and chairs for The Green Chair Project, raised funds hosting a 5K run for Note in the Pocket, packaged meals with Rise Against Hunger, and fulfilled our Adopt-a-Shoreline commitment at Jordan Lake. Additionally, our Executive Leadership Team took on a special local project with Rebuilding Together of the Triangle to replace the windows on a house, ensuring its senior resident could stay safely in their home. Managing Our Carbon Footprint Responsibly Enact’s Raleigh-based headquarters building is Gold LEED certified and uses 30% less water than buildings of similar size. Our building also includes occupancy sensors in all offices and conference rooms and lighting timers for all common areas that collectively help reduce energy usage by 25%, and incorporates a Building Management System to optimize our HVAC system and reduce our CO2 output. In 2022, we transitioned to 100% LED lighting. We also provide preferential parking to fuel efficient vehicles, along with complementary electric vehicle charging stations in our parking deck.


						Driving Diversity and Inclusion & Supporting Our People

Enact recognizes that promoting diversity, equity, and inclusion is not only the right thing to do, but also vital to our continued success and growth. We believe that by encouraging and incorporating varied perspectives at every level of the organization in a supportive and inclusive environment, we may create products and services that are innovative and responsive to the diverse needs of customers and prospective homeowners. In 2022, we were honored with awards recognizing our work in diversity, equity, and inclusion (“DEI”), including the Residential DEI Leadership Award by the Mortgage Bankers of America. We foster and benefit from an inclusive culture and aid our employees by: Management Focusing on Diversity, Equity, and Inclusion This year, Enact transitioned from six employee resource groups to one Diversity & Inclusion Council (“D&I Council”), a significant change aimed at increasing collaboration and people power to ensure all voices and communities are represented, seen, heard, and celebrated. The D&I Council is employee-led and championed by our General Counsel, Evan Stolove. Their goal is to share the culture and highlight the talents and contributions of diverse populations within Enact to foster a culture of diversity, equity, inclusion, and belonging, while promoting education, continuous improvement, and a commitment to enhance the communities we serve. In partnership with Genworth Financial, Inc. (“Genworth”), employees receive a weekly newsletter featuring relevant DEI topics and trainings. Employees also participated in 20 different discussions and/or learning experiences related to DEI through company-facilitated trainings. In the community, Enact sponsored and participated in two DEI conferences through the Raleigh Chamber of Commerce. Enact’s employee population is approximately 500 employees and is made up of 58% women, which has remained consistent over the last five years, and 25% people of color, which has grown from 18% over the last five years. In the last three years, Enact has significantly increased recruiting at Historically Black Colleges and Universities (HBCUs) for our internship and early career programs. Enact has built relationships with eight HBCUs (and counting). As of the end of 2022, 20% of our executive leadership team are women, and 20% are ethnic or racial minorities. With respect to our Board, 27% of our members are women, and 27% are racially or ethnically diverse. In addition, 80% of our Board committee chairpersons are women; and 20% are ethnically diverse. We are focused on representing diverse perspectives at the executive and Board levels and recognize that we have work to do in this important area. Developing the Next Generation of Diverse Industry Leaders We believe it’s critical for our industry to reflect the diverse communities we serve. For the second consecutive year, Enact facilitated the Mortgage Insurance Development Program (“MIDP”) to educate students at HBCUs on mortgage finance roles. We’re proud to have created awareness of the mortgage industry for over 65 students. We also significantly increased recruiting at HBCUs for our internship and early career programs. We became the first mortgage insurer to partner with the LGBTQ+ Real Estate Alliance, with a goal of continuing to learn about the challenges the LGBTQ+ community faces in housing, driving acceptance through education, and serving as a resource for the Alliance in their mission. In 2022, we also joined the HBCU Partnership Challenge, created by Congresswoman Alma Adams in 2017, to promote success among HBCU students by connecting with diversity-minded companies and creating opportunities for those companies to invest in HBCUs.



						Focusing on Responsible Business Practices & Corporate Governance

Enact focuses on underwriting excellence, prudent risk and capital management, data privacy and cybersecurity, and regulatory compliance—all overseen by a diverse, experienced, and predominantly independent Board. Sustainability Governance The Nominating and Corporate Governance Committee of Enact’s Board oversees ESG practices and periodically reviews our corporate social responsibility efforts. In 2022, we revised the Compensation Committee Charter to clarify that human capital, culture, and DEI initiatives fall under its scope. Oversight of our enterprise risk management practices has been delegated to the Board’s Risk Committee, while oversight of compliance with relevant legal and regulatory requirements has been delegated to the Board’s Risk and Audit Committees. These controls are foundational components of our sustainability platform. See also the “Enact Corporate Governance” section later in this document. The investment portfolios of our insurance subsidiaries are directed by the Enact Investment Committee, a management-level committee, with Genworth serving as the investment manager. The investments of our holding company, Enact Holdings, Inc., have been delegated to a third-party investment manager. Our approach to managing investments is aligned with our fiduciary responsibility to strive to fulfill promises to our policyholders to be there when they need us most – a core tenet of our sustainability platform. We have integrated ESG considerations into our overall investment strategy. Among other things, the Enact Investment Committee reviews ESG-related investment risks, governance, market developments and regulatory requirements to inform ultimate decisioning by the Enact Investment Committee. Enact holds more than $157 million of green, social, and sustainability-linked bonds. Data Security Enact utilizes a suite of information technology (“IT”) security controls that are fully functional whether work is performed within Enact facilities or from alternate locations, including from the homes of our employees. These IT security controls include, but are not limited to, “always on” Virtual Private Network (VPN) access, full-disk encryption, multi-factor authentication, screensaver timeouts, Data Loss Prevention (DLP), antivirus/anti-malware, personal firewalls, and routine patch management. These initiatives are augmented by monthly IT Security Awareness training. For additional protection, we have instituted a Limited Access Protocol to Data, which ensures that only designated personnel with demonstrated business needs are able to access sensitive borrower information. As a further precaution, this access is closely monitored and reviewed at regular intervals. In addition, data is regularly deleted in compliance with our Data Retention Policies, to lessen the risk in the unlikely event of a data breach. Enact engages in annual cyber incident tabletop exercises to test our policies and procedures. Our security controls are reviewed regularly both by internal and external parties, including commercial/ institutional customers, regulators, and penetration testers. In addition, our Risk Committee is responsible for overseeing cybersecurity risk and is regularly updated by Enact management.




1			Election of Directors

			The Board recommends a vote FOR all director nominees.

			See page 14


		Director Since	Other Public Company Boards	Committee Membership
Name and Primary Occupation	Age			A	C	N	R	ICC
Dominic J. Addesso* Former CEO of Everest Re Group, Ltd.	69	2021	0
Michael A. Bless Former CEO of Century Aluminum Company	57	2022	2
John D. Fisk Former CEO of FHLBanks Office of Finance	66	2021	1
Rohit Gupta President and CEO of Enact Holdings, Inc.	48	2021	0
Sheila Hooda CEO and President of Alpha Advisory Partners	65	2021	0
Thomas J. McInerney President and CEO of Genworth Financial, Inc.	66	2021	1
Robert P. Restrepo Jr. Former Chairman and President and CEO of State Auto Financial Corporation	72	2021	2
Debra W. Still President and CEO of Pulte Financial Services, Inc.	70	2021	1
Westley V. Thompson Former President and CEO of M Financial Group	69	2021	0
Jerome T. Upton EVP and CFO of Genworth Financial, Inc.	59	2023	0
Anne G. Waleski Former EVP and CFO of the Markel Corporation	56	2021	1


Independence	Age	Gender	Race/Ethnicity
73%	63.3 Years	27%	27%
Independent	average	Female	Diverse


Board Diversity Matrix (As of March 28, 2023)
Board Size
Total Number of Directors	11
	Female	Male	Non-Binary	Did not Disclose Gender
Gender:
Directors	3	8	0	0
Demographic Background:
African American or Black	0	1	0	0
Alaskan Native or Native American	0	0	0	0
Asian	1	1	0	0
Hispanic or Latinx	0	0	0	0
Native Hawaiian or Pacific Islander	0	0	0	0
White	2	6	0	0
Two or More Races or Ethnicities	0	0	0	0
LGBTQ+	0
Did Not Disclose Demographic Background	0
Persons with Disabilities	0




2			Advisory Vote to Approve Named Executive Officer Compensation The Board recommends that stockholders vote FOR this proposal.

			See page 38 \


	Threshold (50%)	Target (100%)	Maximum (200%)

Adjusted Operating Income

Adjusted Return on Equity


2023 PROXY STATEMENT			1


2			ENACT


Table of Contents


2023 PROXY STATEMENT			3


Areas of focus included operational excellence, risk and pricing management, and optimizing capital and liquidity.
Total Funding for Strategic Objectives	117	%




3			Ratification of Independent Registered Public Accounting Firm for 2023 The Board recommends that stockholders vote FOR this proposal.

			See page 63




			1			Election of Directors


			Currently, eleven directors serve on our Board of Directors, the terms for whom all expire at the 2023 Annual Meeting. At the 2023 Annual Meeting, eleven directors- Mr. Addesso, Mr. Bless, Mr. Fisk, Mr. Gupta, Ms. Hooda, Mr. McInerney, Mr. Restrepo, Ms. Still, Mr. Thompson, Mr. Upton, and Ms. Waleski are to be elected to hold office until the 2024 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 Enact’s amended and restated certificate of incorporation and Amended and Restated Bylaws. Working through its Nominating and Corporate Governance Committee, our Board of Directors annually evaluates the optimal size for the Board and will continue to evaluate Board composition. The eleven nominees for election at the 2023 Annual Meeting are listed on pages 15–20 with brief biographies, a list of their current committee memberships and descriptions of their qualifications and skills to serve as our directors. See the Board of Directors and Committees—Board Composition section below for a description of how our directors’ blend of backgrounds benefits Enact. The Board has determined that eight of the eleven nominees are independent directors under the Nasdaq listing requirements and our Governance Principles, which are discussed below in the Corporate Governance section. All of the nominees named in this Proxy Statement have been nominated by our Board to be elected by holders of our common stock. We are not aware of any reason why any nominee would be unable to serve as a director. If a nominee for election is unable to serve, the shares represented by all valid proxies will be voted for the election of any other person that our Board of Directors may nominate as a substitute, the size of the Board may be decreased, or the Board may decide to leave a vacancy.



			The Board of Directors recommends that stockholders vote FOR the election of Mr. Addesso, Mr. Bless, Mr. Fisk, Mr. Gupta, Ms. Hooda, Mr. McInerney, Mr. Restrepo, Ms. Still, Mr. Thompson, Mr. Upton, and Ms. Waleski.



Dominic J. Addesso Former CEO Everest Re Group, Ltd. Independent Director Board of Directors (Chairperson) Committee(s): Independent Capital Age: 69 Director Since: September 2021			Background Dominic Addesso has served as a director of Amynta Ultimate Holdings LLC since June 2022, as the Non-Executive Chairman of BMS RE, a director of BMS Group Ltd since 2020, and as a director of Core Specialty Holdings, Inc. since December 2020. Mr. Addesso also serves in an executive advisory role with Madison Dearborn Partners. Prior to 2020 Mr. Addesso served in various leadership roles with Everest Re Group, Ltd. (NYSE: RE), a reinsurance and insurance provider, including as President and CEO from January 2014 to December 2019, previously serving as President, leading group operations from 2011 and as CFO from 2009 to 2011. He served on the Everest Board from 2012 and retired from that board in May 2020. Prior to joining Everest Mr. Addesso served as Senior Vice President, Financial Products and then later as President of US Treaty, and President of regional clients from November 1977 to May 2009 for Munich Re America. In addition, Mr. Addesso served in various roles with Selective Insurance Group, Inc. from 1978 to 1997, including as Chief Financial Officer from 1983 to 1993, and then as head of corporate underwriting, claims, and technology. Mr. Addesso began his career at KPMG where he also obtained his CPA designation. Mr. Addesso holds a B.A. in Accounting from the University of Notre Dame.


			Qualification Mr. Addesso has over 43 years of experience in insurance, re-insurance, and financial services, and coupled with his experience as a director of several private and public entities, Mr. Addesso provides the Board with great insight into insurance, financial and risk oversight matters.



Michael A. Bless Former CEO Century Aluminum Company Independent Director Committee(s): Independent Capital and Risk Age: 57 Director Since: March 2022			Background Michael A. Bless previously served as President and CEO of Century Aluminum Company (Nasdaq: CENX), a US-based producer of primary aluminum from November 2011 to July 2021. Mr. Bless was a member of Century's Board of Directors from December 2012 to July 2021. Mr. Bless also served as Century's Executive Vice President and CFO from 2006 to November 2011. Prior to Century, Mr. Bless worked for the investment firm of M. Safra & Co., Inc. from 2005 to 2006. Mr. Bless also served as the CFO of Maxtor Corporation (NYSE: MXO) in 2004, and Rockwell Automation, Inc. (NYSE: ROK) from 2001 to 2004, holding several other leadership positions with Rockwell. Mr. Bless began his career as an investment banker with Dillon, Read & Co. Inc. from 1987 to 1997. He holds an A.B. degree in history from Princeton University. Mr. Bless has served as a director and member of the audit committee of Piedmont Lithium, Inc. (Nasdaq: PLL) since January 2023. Mr. Bless also has served as an independent director of CNA Financial Corporation (NYSE: CNA), where he is chair of the Compensation Committee, since 2017. He served as an independent director of Simpson Manufacturing Company (NYSE: SSD) from 2017 to 2021.


			Qualification Mr. Bless brings a deep understanding of corporate finance to the Board, having spent over twenty years in financial roles, including serving as the CFO of three public companies and the Chief Executive Officer of Century Aluminum Company. He also has experience as a director of two public companies.



John D. Fisk Former CEO of FHLBanks Office of Finance Independent Director Committee(s): Independent Capital and Risk (Chairperson) Age: 66 Director Since: September 2021			Background John D. Fisk has served as a director of AGNC Investment Corp. (Nasdaq: AGNC) since 2019. Mr. Fisk retired in March 2019 as the CEO of the FHLBanks Office of Finance, a division of the Federal Home Loan Banks that issues and services all debt securities for the regional Federal Home Loan Banks, supporting borrowings of $1 trillion. Mr. Fisk had previously served as the Deputy Managing Director and Chief Operating Officer of the FHLBanks Office of Finance from 2004 until 2007 when he became the CEO. Prior to joining the FHLBanks Office of Finance, Mr. Fisk was the Executive Vice President of Strategic Planning at MGIC Investment Corporation, one of the nation’s largest providers of mortgage insurance, from 2002 until 2004. Mr. Fisk holds an M.B.A. in Finance and Public Management from The Wharton School at the University of Pennsylvania and a B.A. from Yale University.


			Qualification Mr. Fisk has over 35 years of finance experience, specifically within the mortgage insurance and home lending spaces. His experiences there and as a director of a public company provide the Board with insight into real estate finance and public company operations.



Rohit Gupta President and CEO of Enact Holdings, Inc. Age: 48 Director Since: March 2013			Background Rohit Gupta has served as our President and CEO since March 2013, as one of our directors since March 2013, and as Chairperson of our Board of Directors from July 2020 to September 2021. Mr. Gupta is also the current President and CEO for our primary insurance subsidiary, Enact Mortgage Insurance Corporation (“EMICO”), a role he assumed in May 2012. Mr. Gupta joined EMICO in 2003 and, prior to serving as our President and CEO, Mr. Gupta held roles of increasing responsibility, including serving as EMICO’s Chief Commercial Officer and Senior Vice President of Products, Intelligence, and Strategy. Prior to that, Mr. Gupta held both marketing director and senior product manager roles with GE Capital from 2000 to 2003. Mr. Gupta began his career with FedEx Corporation in Strategic Marketing, where he was responsible for competitive intelligence and market analysis supporting FedEx senior management. Mr. Gupta has served on the board of the Mortgage Bankers Association since October 2022, and he also serves on the board of the Housing Policy Executive Council. Mr. Gupta served on the board of the Mortgage Bankers Association Residential Board of Governors until October 2022. He also served as Chairperson and remains a board member of the U.S. Mortgage Insurers trade association and served on the board of Genworth MI Canada Inc. (TSX: MIC) from June 2016 to December 2019. Mr. Gupta received an undergraduate degree in Computer Science & Technology from Indian Institute of Technology and an M.B.A. in Finance from University of Illinois at Urbana Champaign.


			Qualification Mr. Gupta offers insight into our Corporation from his current role as the President and CEO for Enact and EMICO. He also brings extensive experience in the housing and insurance industries from his roles at Enact and the Housing Policy Executive Council and Mortgage Bankers Association.



Sheila Hooda CEO and President of Alpha Advisory Partners Independent Director Committee(s): Nominating and Corporate Governance (Chairperson) and Audit Age: 65 Director Since: September 2021			Background Sheila Hooda is the CEO and President of Alpha Advisory Partners, which she founded in 2013 and advises on strategy, turnaround and transformation, customer centricity and digital business models for companies in the financial and business services sectors. Prior to founding Alpha Advisory Partners in 2013, she served as the global head of strategy and business development in the Financial & Risk division, Investors segment at Thomson Reuters, and earlier as senior managing director in strategy, M&A and corporate development roles at TIAA. Ms. Hooda previously was managing director in the Global Investment Banking Division at Credit Suisse, and prior leadership roles include Bankers Trust, Andersen Consulting and McKinsey & Co. Ms. Hooda holds a B.S. in Mathematics from Savitribai Phule Pune University, a PGDM in management from Indian Institute of Management, Ahmedabad and an M.B.A. from the University of Chicago Booth School of Business. Ms. Hooda served on the board of Mutual of Omaha Insurance Company from March 2016 to March 2023, where she was the chair of its risk committee and member of its compensation and evaluation committee and ScION Tech Growth I (Nasdaq: SCOA), from December 2020 to December 2022, where she was the chair of the audit committee, and ScION Tech Growth II (Nasdaq: SCOB) from February 2021 to February 2023, where she was the chair of the audit committee. She previously served on the board of Virtus Investment Partners (Nasdaq: VRTS) from 2016 to 2020, where she was a member of its audit and risk & finance committees, and served on the Board of Directors of ProSight Global, Inc. (NYSE: PROS) from 2019 to August 2021, where she was chair of the nominating & governance committee and a member of the audit committee and the human resources committee.


			Qualification Ms. Hooda brings deep experience in strategy, management and corporate development, and governance in the financial services sector, and has also served as a director of multiple entities.



Thomas J. McInerney President and CEO of Genworth Financial, Inc. Committee(s): Compensation Age: 66 Director Since: May 2021			Background Thomas J. McInerney has served as our director since May 2021. Mr. McInerney has served as Genworth (NYSE: GNW) President and CEO and as a director of that company since January 2013. Before joining Genworth Financial, Inc., Mr. McInerney had served as a Senior Advisor to the Boston Consulting Group from June 2011 to December 2012, providing consulting and advisory services to leading insurance and financial services companies in the United States and Canada. From October 2009 to December 2010, Mr. McInerney was a member of ING Groep’s Management Board for Insurance, where he was the Chief Operating Officer of ING’s insurance and investment management business worldwide. Prior to that, he served in a variety of senior roles with ING Groep NV after serving in many leadership positions with Aetna, where he began his career as an insurance underwriter in June 1978. Mr. McInerney is also on the boards of the Virginia Learns, Reves International Center at the College of William and Mary, and VA Ready, where he serves as the Chair of the Board. Mr. McInerney is a member of the American Council of Life Insurers and serves, and has served, on its CEO Steering Committees and Board. Mr. McInerney received a B.A. in Economics with Honors from Colgate University and an M.B.A. from the Tuck School of Business at Dartmouth College.


			Qualification Mr. McInerney offers insight into our Corporation from his current role as the President and CEO and as a director of Genworth. He also brings extensive knowledge of the insurance and financial services industries gained through over 40 years of experience serving in significant leadership positions with Genworth, ING Groep NV, and Aetna.



Robert P. Restrepo Jr. Former Chairman and President and CEO of State Auto Financial Corporation Services, Inc. Independent Director Committee(s): Audit and Nominating and Corporate Governance Age: 72 Director Since: September 2021			Background Robert P. Restrepo Jr. retired from State Auto Financial Corporation (Nasdaq: STFC) in 2015, having served as its Chairman from 2006 to December 2015 and as its President and CEO from 2006 to May 2015. Mr. Restrepo has over 40 years of insurance industry experience, having held executive roles at Main Street America Group, Hanover Insurance Group Inc. (formerly Allmerica Financial Corp), Travelers, and Aetna. Mr. Restrepo has served as a director of RLI Corp., a property and casualty insurance company, since July 2016. He also previously served as a director of Majesco, Inc. (Nasdaq: MJCO), a provider of insurance software and consulting services, from August 2015 until September 2020. Mr. Restrepo also has served on the board of Genworth Financial, Inc. (NYSE: GNW), since 2016, where he is chair of its audit committee and member of the management development and compensation committee. Mr. Restrepo has served on the board of RLI Corp. (NYSE:RLI) since July 2016, where he is a member of the human capital & compensation committee and the strategy committee. Mr. Restrepo also currently serves on the board of The Larry H. Miller Group of Companies. Mr. Restrepo received a B.A. in English from Yale University.


			Qualification Mr. Restrepo offers over 40 years of experience managing and operating insurance companies and has expertise in corporate governance, acquisitions, risk, strategic planning, and leadership development.



Debra W. Still President and CEO of Pulte Financial Services Independent Director Committee(s): Compensation (Chairperson) and Independent Capital (Chairperson) Age: 70 Director Since: September 2021			Background Debra W. Still has served as President and CEO of Pulte Financial Services since 2010, which includes the mortgage lending, title and insurance operations of PulteGroup, Inc., one of the nation’s largest homebuilders. In addition to Pulte Financial Services, Ms. Still is a member of the board of managers of Pulte Mortgage, LLC, a nationwide lender headquartered in Englewood, Colorado. Ms. Still also served as President of Pulte Mortgage, LLC, from July 2004 until April 2020. Ms. Still served as the 2013 Chairperson of the Mortgage Bankers Association and is currently a member of the association’s Board of Directors. Ms. Still began her career with Pulte Mortgage, LLC in 1983 where she served in various executive capacities, including Chief Operating Officer, prior to being named President in 2004. Debra Still is the Chairman of the MBA Opens Doors Foundation. Opens Doors provides rent and mortgage assistance to help to keep families with critically ill or injured children in their homes while their child is in treatment. Ms. Still is a graduate of Ithaca College, Ithaca, N.Y., with a B.S. degree and has completed graduate work in Finance at George Washington University. Ms. Still has served on the Board of Directors of Chimera Investment Corporation (NYSE: CIM) since March 2018, where she is a member of the compensation committee and is chair of the nominating and corporate governance committee.


			Qualification Ms. Still has extensive experience in the mortgage industry, having served in various capacities with Pulte Mortgage, LLC since 1983, including serving as President from 2004-2020. Ms. Still brings deep financial and management experience to the Board.



Westley V. Thompson Former President and CEO of M Financial Group Independent Director Committee(s): Compensation Age: 69 Director Since: September 2021			Background Westley V. Thompson retired as President and CEO of M Financial Group, a life insurance company, and as a member of the M Financial Holdings Incorporated Board of Directors where he served in this capacity since 2017. Prior to joining M Financial Group, Mr. Thompson served as CEO of Emerge.me, LLC, an insurtech company that he founded in 2015. In addition, Mr. Thompson served on the board of Majesco, Inc. (Nasdaq: MJCO) from September 2016 until April 2018. From October 2008 until April 2014, Mr. Thompson served as President of Sun Life Financial U.S. Prior to joining Sun Life, Mr. Thompson held executive roles at Lincoln Financial Group from January 1998 to September 2008 and at CIGNA Individual Insurance from April 1994 to December 1997. Mr. Thompson holds a B.A. from Brown University.


			Qualification Mr. Thompson has extensive experience in the finance and insurance industries and has served on the boards of both private and public companies. Mr. Thompson brings insurance technology and finance insight to the Board.



Jerome T. Upton Executive Vice President and CFO of Genworth Financial, Inc. Committee(s): Risk Age: 59 Director Since: March 2023			Background Jerome T. Upton is the Executive Vice President and Chief Financial Officer for Genworth (NYSE: GNW). From April 2022 through February of 2023, Mr. Upton served as the Senior Vice President, Deputy Chief Financial Officer, and Controller (Principal Accounting Officer) for Genworth. From June 2010 to April 2022, Mr. Upton served as a Vice President of Genworth (during which time he also served as Deputy CFO from August 2020 to April 2022, as interim CFO of Genworth’s U.S. Life Insurance segment from August 2019 to August 2020, as the Chief Financial and Operations Officer of Genworth’s Global Mortgage Insurance businesses from May 2012 to August 2019, and Senior Vice President and Chief Operating Officer of the international mortgage insurance businesses of Genworth from June 2010 to May 2012). Prior to joining Genworth’s predecessor in 1998, Mr. Upton was with KPMG Peat Marwick, where he served in accounting positions of increasing authority before attaining the position of Senior Manager – Insurance. Prior to KPMG, Mr. Upton was the Controller and Director of Financial Reporting for Century American Insurance Company and obtained the status of Certified Public Accountant. Mr. Upton received a Bachelor of Science Degree in Accounting from the University of North Carolina at Pembroke. Mr. Upton served as a director of Genworth Mortgage Australia Limited (ASX: GMA) from February 2012 until September 2020, and as a director of Genworth MI Canada Inc. (TSX: MIC) from May 2014 until December 2019.


			Qualification Mr. Upton brings insight to the Corporation through his role as the Executive Vice President and Chief Financial Officer of Genworth, and having served in multiple capacities, including as the CFO and Operations Officer for Genworth’s Global Mortgage Insurance business. Mr. Upton has over thirty years of extensive experience in insurance.



Anne G. Waleski Former CFO and Executive Vice President of the Markel Corporation Independent Director Committee(s): Audit (Chairperson), Nominating and Corporate Governance Age: 56 Director Since: September 2021			Background Anne G. Waleski previously served as Executive Vice President of Markel Corporation, a global holding company for insurance, reinsurance, and investment operations around the world, from 2018 until June 2019. Ms. Waleski served as CFO and Executive Vice President of Markel Corporation from 2010 until 2018, Treasurer of Markel from 2003 to 2010, and held various other finance positions at Markel Corporation from 1993 to 2003. Ms. Waleski holds a bachelor’s degree in Economics from The College of William & Mary and has an M.B.A. from the University of Richmond. Ms. Waleski has served on the Board of Directors of Tredegar Corporation (NYSE: TG) since 2018, where she is a member of the audit committee and the executive compensation committee, Liberty Mutual Insurance since November 2021, Mutual Assurance Society of VA from May 2020 to November 2021 where she was a member of the audit committee, and ProSight Global, Inc. (NYSE: PROS) from June 2020 to August 2021, where she was a member of the audit committee.


			Qualification Ms. Waleski brings 28 years of experience in finance, insurance and investment to the Board, as well as experience serving as a public company director. Ms. Waleski brings audit and investment insight to the Board.



Audit Committee The Board has established the Audit Committee in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Audit Committee consists solely of “independent” directors as defined by the applicable rules of Nasdaq and the SEC. In addition, the Board has determined that all three of the Audit Committee’s current members, Ms. Waleski, Ms. Hooda, and Mr. Restrepo, are “audit committee financial experts,” as defined by SEC rules. The purpose of the Audit Committee is to assist the Board in its oversight of the integrity of the Corporation’s financial statements, the Corporation’s compliance with relevant legal and regulatory requirements, the independence, and qualifications of the Corporation’s independent registered public accounting firm and the performance of the Corporation’s internal audit function and independent auditors.


Anne G. Waleski (Chairperson)			Principal Responsibilities The Audit Committee’s responsibilities include: •discussing with management and the independent auditor our annual and quarterly financial statements, earnings releases and financial information and earnings guidance provided to analysts and rating agencies; •selecting our independent registered public accounting firm and approving the fees and terms of its engagement; •discussing with management and our independent auditor any audit issues and management’s response; •independently and/or in coordination with the Risk Committee, overseeing risks associated with financial accounting and reporting, including the system of internal control, which includes reviewing and discussing with management and our independent auditor the Corporation’s risk assessment process and management policies with respect to the Corporation’s major financial risk exposures and the procedures utilized by management to identify and mitigate the exposure to such risks; •reviewing our financial reporting and accounting standards and principles; •recommending the annual audited financial statements be included in the Annual Report on Form 10-K; •overseeing the design and implementation of the internal audit function and results of audits; •obtaining and reviewing formal written reports from the independent auditor regarding its internal quality-control procedures; •reviewing and investigating any matters pertaining to the integrity of management, including conflicts of interest, or adherence to standards of business conduct; •preparing and publishing a committee report for inclusion in the proxy statement; •establishing procedures for the hiring of employees or former employees of our independent registered public accounting firm; •establishing procedures for the receipt, retention, and treatment of complaints on accounting, internal accounting controls, or auditing matters; and •establishing policies and procedures for the review and approval of all proposed transactions with “Related Persons,” as that term is defined in the Corporation’s Related Person Transaction Policy.

Members Sheila Hooda Robert P. Restrepo Jr. Meetings in 2022: 10



Compensation Committee The principal purpose of the Compensation Committee is to carry out the Board’s overall responsibility relating to executive compensation, succession planning, and human capital management, including diversity, equity, and inclusion. The Compensation Committee’s Charter and the Corporation’s Governance Principles provide that each member of the Compensation Committee shall meet all applicable Nasdaq requirements for committee membership, except as required by the Master Agreement or any applicable exemptions, including with respect to “controlled companies” under Nasdaq rules. Furthermore, the Compensation Committee’s Charter states that at such time when the Corporation ceases to qualify as a “controlled company” under Nasdaq rules and following the applicable Nasdaq transition rules, members of the Compensation Committee shall also qualify as “non-employee directors” within the meaning of SEC Rule 16b-3. Until such time that all members of the Compensation Committee are “non-employee directors” within the meaning of SEC Rule 16b-3, all equity awards for officers and directors shall be approved by the full Board. Currently, the Corporation is taking advantage of the “controlled company” exemption and is, therefore, not required to have a fully independent Compensation Committee. Ms. Still and Mr. Thompson qualify as independent directors under the Nasdaq rules for purposes of serving on the Compensation Committee.


Debra W. Still (Chairperson)			Principal Responsibilities The Compensation Committee’s responsibilities include: •assisting the Board in developing and evaluating potential candidates for executive positions, including the CEO, and to oversee the development of executive succession plans; •approving the peer group for the benchmarking of compensation; •reviewing and approving on an annual basis the corporate goals and objectives with respect to the compensation of our CEO, evaluating our CEO’s performance in light of these goals and objectives, and setting our CEO’s compensation based on such evaluation; •reviewing and approving on an annual basis the evaluation process and compensation structure for our other executive officers, including evaluating and setting the compensation for our executive officers; •reviewing on an annual basis the form and amount of compensation of directors for service on the Board and committees; •reviewing and approving our variable incentive compensation and other stock-based compensation plans; •reviewing and approving or recommending to the Board employment and severance arrangements for executive officers; •assessing the structure and composition of the leadership of the Corporation; •reviewing and discussing our Compensation, Discussion, and Analysis, recommending to the Board its inclusion in our annual reports and proxy statements and publishing a committee report; •assessing the results of the Corporation’s most recent advisory vote on executive compensation (“say on pay”) and recommending the frequency of future say on pay votes to the Board; •overseeing risks relating to our compensation programs; •retaining compensation consultants, and determining whether the work of any compensation consultant who had a role in determining or recommending the amount or form of executive or director compensation raised any conflict of interest; and •overseeing the Corporation’s strategies and policies related to human capital management, including with respect to matters such as diversity, equity, and inclusion, workplace environment and culture, and talent development and retention.

Members Thomas J. McInerney Westley V. Thompson Meetings in 2022: 5



Nominating and Corporate Governance Committee The principal purpose of the Nominating and Corporate Governance Committee is to assist the Board in identifying qualified individuals to become Board members, in determining the composition of the Board of Directors and its committees, in monitoring the process to assess Board effectiveness, overseeing the Corporation’s ESG practices, and in developing and implementing Enact’s Governance Principles. The Nominating and Corporate Governance Committee currently consists solely of “independent” directors as defined by the applicable rules of Nasdaq.


Sheila Hooda (Chairperson)			Principal Responsibilities The Nominating Committee’s responsibilities include: •leading the search for individuals qualified to become members of our Board; •reviewing the Board’s committee structure and recommending committee members, subject to the Master Agreement; •recommending to the Board candidates to be elected by the Board as necessary to fill vacancies and newly created directorships, subject to the Master Agreement; •making recommendations to the Board concerning the size (subject to the Master Agreement), structure, composition, and responsibilities of the Board and committees, as well as the Board’s leadership structure; •developing and annually reviewing the Governance Principles; •overseeing the annual self-evaluations of the Board and its committees; and •periodically reviewing the environmental, social, and governance practices of the Corporation, including related risks.

Members Anne G. Waleski Robert P. Restrepo Jr. Meetings in 2022: 4



Independent Capital Committee The purpose of the Independent Capital Committee is to provide independent oversight over certain capital actions and to address conditions imposed by, or otherwise agreed to with, the GSEs on us and our principal insurance company subsidiary, Enact Mortgage Insurance Corporation (“EMICO”), which were satisfied in early 2023. However, we will maintain an independent capital committee for so long as (i) Genworth (or its successor) owns 50% or more of the voting power of our issued and outstanding capital stock entitled to vote in the election of directors and (ii) there are minority public stockholders in our capital structure. The Independent Capital Committee consists solely of “independent” directors as defined by the applicable rules of Nasdaq and Rule 10A-3 under the Securities Exchange Act of 1934, as amended.


Debra W. Still (Chairperson)			Principal Responsibilities The purpose of the Independent Capital Committee is to provide independent oversight of the Corporation’s following actions (collectively, the “Specified Actions”): •debt or equity securities issuances into the capital markets and credit facility or similar debt financings by the Corporation or any of its subsidiaries; •declaration by the Board of a dividend or any other distribution by the Corporation to its stockholders, including Genworth, in respect of, or repurchases by the Corporation of, its stock; and •capital contributions by the Corporation to any of its subsidiaries other than EMICO. The Independent Capital Committee reviews and approves or vetoes specific Specified Actions referred to the Independent Capital Committee by the Board, prior to final approval by the Board. Any Specified Action that the Independent Capital Committee vetoes, cannot be overturned by the Board.

Members Dominic J. Addesso John D. Fisk Michael A. Bless Meetings in 2022: 5



Risk Committee The purpose of the Risk Committee is to assist the Board in its oversight of all areas relating to Enact’s enterprise risk management policies and risk appetite, including, but not limited to, the following major risk exposures: credit risks, market risks, insurance risks, housing risks, operational risks, model risks, information technology risks, investment risks, and any other risk that may pose a material threat to the viability of the Corporation. As stated in the Risk Committee Charter, the members of the Risk Committee shall meet Nasdaq standards for independence, once the Corporation is no longer considered a “controlled company” under the Nasdaq rules. Currently the majority of the directors on the Risk Committee are “independent” directors as defined by the applicable rules of Nasdaq.


John D. Fisk (Chairperson)			Principal Responsibilities The Risk Committee’s responsibilities include: •reviewing and recommending annually for Board approval (i) the Corporation’s enterprise risk management policies and (ii) the risk appetite of the Corporation, (iii) delegations of authority regarding deviations from risk appetite limits, and the implementation and maintenance of such policies, appetite, and delegations; •receiving regular reports on the implementation and compliance with legal and regulatory requirements related to enterprise risk management; •reviewing and overseeing the control, management, and mitigation processes relating to Enact’s enterprise risk management policies and risk appetite, including monitoring the Corporation’s risk culture and adherence to risk limits; •reviewing Enact’s assessment and management of significant and emerging risks; •reviewing and analyzing Enact’s major risk exposures, strategies, processes, and policies, with accompanying stress tests; •reviewing and overseeing Enact’s internal risk function; •periodically reviewing and overseeing the Corporation’s compliance program with respect to legal and regulatory requirements, including the Corporation’s code of conduct and policies and procedures to facilitate compliance; •periodically reviewing and overseeing Enact’s information technology and information security systems, processes and policies; •receiving reports regarding risks associated with litigation and investigations/regulatory matters involving the Corporation; and •reviewing and discussing with management the Corporation’s overall investment portfolio and investment guidelines.
Members Michael A. Bless Jerome Upton Meetings in 2022: 4