Enact Holdings, Inc DEF 14A, filed Mar 25, 2026

Enact Holdings, Inc. (ACT)

DEF 14A 2026-03-25 For: 2026-05-13

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Added on June 12, 2026

About this DEF 14A

Enact Holdings, Inc filed this DEF 14A on March 25, 2026.

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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


Letter from Dom and Rohit		1

Notice of 202 6 Annual Meeting of Stockholders		2

Proxy Summary		4

Enact Board of Directors		10


	Proposal 1 Election of Directors	10


Nominees		11
How We Select Our Directors		17
Director Independence		18

Enact Corporate Governance		19
Governance Principles		19
Board Oversight of Strategy		19
Board Leadership Structure		19
Meetings of Independent Directors		20
Meeting Attendance		20
Board Responsibilities		20
Board Policies and Processes		21
Compensation of Directors		22

Executive Compensation		24


	Proposal 2 Advisory Vote to Approve Named Executive Officer Compensation	24


Compensation Discussion and Analysis		25
Named Executive Officers		25
202 5 Corporation Performance		26
Compensation Philosophy		27
Key Governance Practices		27
Compensation Decision-Making Process		28
Key Compensation Program Elements		29
Other Key Compensation Governance Policies		37


Report of the Compensation Committee		38
Executive Compensation Tables		39
2025 Summary Compensation Table		39
Grants of Plan-Based Awards Table		40
Outstanding Equity Awards at 2025 Fiscal Year-End Table		42
2025 Options Exercised and Stock Vested Table		43
Pension Benefits		43
Non-Qualified Deferred Compensation		44
Potential Payments upon Termination or Change of Control		45

CEO Pay Ratio		49
Pay Versus Performance		50

Audit Matters		53


	Proposal 3 Ratification of Selection of Independent Registered Public Accounting Firm	53


Approval of Audit and Non-Audit Services		54
Auditor Fees		54
Report of the Audit Committee		54

Information About Our Stock		55
Ownership of Enact Common Stock		55
Equity Compensation Plan Information		56

Questions and Answers about the 2026 Annual Meeting and Proxy Voting		57

Other Information		61
Voting		61
Meeting Admission		61
2025 Annual Report		61
Date of Distribution		61
Internet Availability of Proxy Materials		61


Name and Primary Occupation		Age	Director Since	Other Public Company Boards	Committee Membership
					A	C	N	R	ICC


	Dominic J. Addesso Former CEO of Everest Re Group, Ltd.	72	2021	0


	Michael A. Bless Former CEO of Century Aluminum Company	60	2022	1


	John D. Fisk Former CEO of FHLBanks Office of Finance	69	2021	1


	Rohit Gupta President and CEO of Enact Holdings, Inc.	51	2013	0


	Sheila Hooda CEO and President of Alpha Advisory Partners	68	2021	0


	Thomas J. McInerney President and CEO of Genworth Financial, Inc.	69	2021	1


	H. Elizabeth Mitchell Former President & CEO of Renaissance U.S. Inc.	64	2025	2


	Robert P. Restrepo Jr. Former Chairman and President and CEO of State Auto Financial Corporation	75	2021	2


	Debra W. Still Former Vice Chair, President, and CEO of Pulte Financial Services, Inc.	73	2021	1


	Westley V. Thompson Former President and CEO of M Financial Group	72	2021	0


	Jerome T. Upton EVP and CFO of Genworth Financial, Inc.	62	2023	0


Date and Time Wednesday, May 13, 2026, at 11:00 a.m. ET Location www.virtualshareholdermeeting.com/ACT2026 Who Can Vote? Stockholders of record at the close of business on March 16, 2026


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.


			Important Notice Regarding the Availability of Proxy Materials for the 2026 Annual Meeting of Stockholders to be Held on May 13, 2026. Enact’s Notice of 2026 Annual Meeting of Stockholders, Proxy Statement, and 2025 Annual Report are Available, Free of Charge, at: www.proxyvote.com.



1	Election of Directors
		The Board recommends that stockholders vote FOR ALL nominees. See page 10




Board Independence and Composition						•Three Board Committees are 100% independent and the rest are majority independent •The Board and all Committees have Independent Chairpersons




Board Performance						•All Directors attended at least 75% of Board and Committee meetings held in 2025 •Independent Directors met regularly in executive sessions •Annual Board and Committee self-evaluations were completed in 2025, and action plans developed




Stockholder Rights						•Annual election of all Directors •Stockholder Special Meeting Right •No Poison Pill




Policies, Programs and Guidelines						•Anti-Hedging and Anti-Pledging Policies for Directors and Named Executive Officers •Directors, Executives, and Employees are subject to the Code of Ethics •Insider Trading Policies for Employees and Directors, along with stock repurchases by the Corporation •Clawback Policies that extend beyond minimum Nasdaq Listing requirements •Stock Ownership Guidelines for Directors, Named Executive Officers, and certain other executives •Related Person Transaction Policy •Disclosure Policy (a/k/a Reg FD Policy)


2025 CEO Target Compensation						2025 Average Other NEO Target Compensation


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

Adjusted Operating Income				173	%


Adjusted Return on Equity				173	%


Expense Ratio			127%



3	Ratification of Independent Registered Public Accounting Firm for 2026
		The Board recommends that stockholders vote FOR this proposal. See page 53



1			Election of Directors


Currently, eleven directors serve on our Board of Directors, the terms for whom all expire at the 2026 Annual Meeting. At the 2026 Annual Meeting, eleven directors - Mr. Addesso, Mr. Bless, Mr. Fisk, Mr. Gupta, Ms. Hooda, Mr. McInerney, Ms. Mitchell, Mr. Restrepo, Ms. Still, Mr. Thompson, and Mr. Upton - are to be elected to hold office until the 2027 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 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 the Board’s composition. The eleven nominees for election at the 2026 Annual Meeting are listed on pages 11-16 with brief biographies, along with a list of their current committee memberships and descriptions of their qualifications and skills to serve as our directors. See 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 ALL with respect to the election of Mr. Addesso, Mr. Bless, Mr. Fisk, Mr. Gupta, Ms. Hooda, Mr. McInerney, Ms. Mitchell, Mr. Restrepo, Ms. Still, Mr. Thompson, and Mr. Upton.



Dominic J. Addesso, 72		Former CEO, Everest Re Group, Ltd.


	Qualifications Mr. Addesso has over 40 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.

	Background Dominic J. Addesso has served as a director of Amynta Ultimate Holdings LLC since June 2022 and as a director of Core Specialty Holdings, Inc. since December 2020, where he is chair of the audit committee. Mr. Addesso has served as the chair of Dellwood Insurance, LLC since March 2024. 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 1997 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.

INDEPENDENT DIRECTOR Board of Directors (Chairperson) Committee(s): •Independent Capital Director Since: September 2021



Michael A. Bless, 60		Former CEO, Century Aluminum Company


	Qualifications 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.

	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 an independent director of CNA Financial Corporation (NYSE: CNA), where he is chair of the Compensation Committee and a member of the audit and finance committees, since 2017. Mr. Bless served as a director and member of the audit committee, and leadership & compensation committee of Piedmont Lithium, Inc. (Nasdaq: PLL) from January 2023 to September 2025. He served as an independent director of Simpson Manufacturing Company (NYSE: SSD) from 2017 to 2021.

INDEPENDENT DIRECTOR Committee(s): •Independent Capital (Chairperson) and Risk Director Since: March 2022



John D. Fisk, 69		Former CEO, FHLBanks Office of Finance


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

	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 of the University of Pennsylvania and a B.A. from Yale University.

INDEPENDENT DIRECTOR Committee(s): •Independent Capital and Risk (Chairperson) Director Since: September 2021


2026 PROXY STATEMENT			1



						Evan S. Stolove Corporate Secretary


2			ENACT


2026 PROXY STATEMENT			3



Rohit Gupta, 51		President and CEO, Enact Holdings, Inc.


	Qualifications 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.

	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 is currently the chairman of the Board of Directors. 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 serves as Chairperson 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.
Director Since: March 2013



Thomas J. McInerney, 69		President and CEO, Genworth Financial, Inc.


	Qualifications 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.

	Background Thomas J. McInerney has served as our director since May 2021. Mr. McInerney has served as the President and CEO of our controlling stockholder, Genworth (NYSE: GNW) 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 NV’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. He also serves as Vice Chair of United Way Worldwide, and he is on the Global Research Institute and Foundation Boards at the College of William & Mary, The Conference Board and its Committee on Economic Development, the Irish Arts Council, and the US Ski and Snowboard Foundation 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.

Committee(s): •Compensation Director Since: May 2021



Robert P. Restrepo Jr., 75		Former Chairman and President and CEO, State Auto Financial Corporation Services, Inc.


	Qualifications 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.

	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. (NYSE:RLI), a property and casualty insurance company, since July 2016 serving as chair of the nominating/governance committee. 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 also currently serves on the board of directors of The Larry H. Miller Group of Companies. He also previously served as a director of Majesco, a provider of insurance software and consulting services, from August 2015 to September 2020. Mr. Restrepo received a B.A. in English from Yale University. Mr. Restrepo has obtained the Professional Director – Public Company credential from the American College of Corporate Directors.

INDEPENDENT DIRECTOR Committee(s): •Audit and Nominating and Corporate Governance Director Since: September 2021



Westley V. Thompson, 72		Former President and CEO, M Financial Group


	Qualifications 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.

	Background Westley V. Thompson retired in 2023 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. Mr. Thompson has served the board of directors of Constellation Insurance, Inc. since July 2023. 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.

INDEPENDENT DIRECTOR Committee(s): •Compensation and Nominating and Corporate Governance Director Since: September 2021


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. Hooda, Ms. Mitchell, 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.									H. Elizabeth Mitchell (Chairperson)

									Members Sheila Hooda Robert P. Restrepo Jr. Meetings in 2025: 10


Compensation Committee

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

									Members Thomas J. McInerney Westley V. Thompson Meetings in 2025: 7


Nominating and Corporate Governance Committee

The core responsibilities of the Nominating and Corporate Governance Committee are to assist the Board in identifying qualified individuals to become Board members, determine the composition of the Board of Directors and its committees, monitor the process to assess Board effectiveness, oversee the Corporation’s sustainability strategy and practices, and develop and implement 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)

									Members Robert P. Restrepo Jr. Westley V. Thompson Meetings in 2025: 5


Independent Capital Committee

The purpose of the Independent Capital Committee is to provide independent oversight over certain capital actions. We will maintain an independent capital committee for so long as (i) 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.									Michael A. Bless (Chairperson)

									Members Dominic J. Addesso John D. Fisk Debra W. Still Meetings in 2025: 5


Risk Committee

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

									Members Michael A. Bless Jerome T. Upton Meetings in 2025: 5




Board						•Our Board established the Risk Committee to be specifically responsible for overseeing Enact’s enterprise risk management policies and risk appetite. •The Board also utilizes its other committees to oversee specific risks and receives regular reports from the committees on the areas of risk for which they have oversight.






Risk Committee						•The Risk Committee is responsible for overseeing Enact’s enterprise risk management policies and related risk profile, including but not limited to the following major risk exposures: credit risks, market risks, insurance risks, housing risks, operational risks, model risks, information technology/cybersecurity risks, AI risks and any other risk that may pose a material threat to the viability of Enact. The Risk Committee quarterly or more frequently, if needed, receives reports from the CRO and/or management level risk committees, supporting alignment between risk-taking and strategic objectives. •In connection with reviewing and overseeing the control, management and mitigation processes relating to Enact’s enterprise management policies and risk appetite, the Risk Committee recommends annually for Board approval: (i) enterprise risk management policies; (ii) the risk appetite of the Corporation; and (iii) delegations of authority regarding deviations from risk appetite limits. The Risk Committee oversees the implementation and maintenance of such policies, appetite, and delegations of authority deviating from risk appetite limits. •The majority of the members of the Risk Committee are independent, as discussed above, and Enact’s Chief Risk Officer and Chief Compliance Officer each also have a direct reporting obligation to the Risk Committee.


Other Committees						•The Audit Committee has responsibility for oversight of risks associated with financial accounting and reporting, including the Corporation’s system of internal controls and relationship with its external independent auditor. •The Compensation Committee oversees the risks relating to compensation plans and programs, as well as management development and leadership succession. •Our Nominating and Corporate Governance Committee is responsible for the oversight of some risks relating to sustainability, director independence, Board effectiveness, and director qualifications. •The Independent Capital Committee is responsible for the oversight of risks related to debt or equity issuances, declaration of dividends, stock repurchases, and capital contributions by the Corporation to any of its subsidiaries, other than EMICO.




						Letters may be sent to the directors as a group or individually, care of the Corporate Secretary, Enact Holdings, Inc., 8325 Six Forks Rd., Raleigh, NC 27615. Letters may also be sent directly to Enact, care of the Corporate Secretary or Investor Relations, Enact Holdings, Inc., 8325 Six Forks Rd., Raleigh, NC 27615. In addition, letters may be sent directly to the Enact Ombuds Office, care of the Enact Ombudsperson, Enact Holdings, Inc., 8325 Six Forks Rd., Raleigh, NC 27615


	Cash			DSUs			Total
Annual Retainer		$	120,000		$	170,000		$	290,000
Annual Additional Retainer for Board Chairperson		$	80,000		$	120,000		$	200,000
Annual Additional Retainer for Lead Director		$	20,000
Annual Additional Retainer for Committee Chairpersons
Audit		$	35,000
Compensation		$	25,000
Risk		$	25,000
Other Committees		$	20,000


Name	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)(2)(3)	Other Compensation ($)(4)	Total ($)
Dominic J. Addesso	197,500	290,000	1,000	488,500
Michael A. Bless	137,500	170,000	—	307,500
John D. Fisk	141,250	170,000	—	311,250
Sheila Hooda	137,500	170,000	5,000	312,500
H. Elizabeth Mitchell	118,532	198,209	10,000	326,741
Robert P. Restrepo Jr.	117,500	170,000	10,000	297,500
Debra W. Still	142,500	170,000	—	312,500
Westley V. Thompson	117,500	170,000	—	287,500
Anne G. Waleski(5)	53,777	—	10,000	63,777


Name			Total Number of DSUs Held as of December 31, 2025
Dominic J. Addesso			53,839
Michael A. Bless			26,492
John D. Fisk			30,543
Sheila Hooda			30,543
H. Elizabeth Mitchell			5,688
Robert P. Restrepo Jr.			30,543
Debra W. Still			30,543
Westley V. Thompson			30,543
Anne G. Waleski			25,709



2			Advisory Vote to Approve Named Executive Officer Compensation


Pursuant to Section 14A of the Exchange Act, we are required to provide our stockholders with the opportunity to vote to approve, on an advisory, non-binding basis, the compensation of our NEOs as disclosed in this Proxy Statement in accordance with the 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 executives of superior ability who are dedicated to the long-term interests of our stockholders. Under these programs, our NEOs are rewarded for the achievement of specific annual and long-term strategic goals and corporate goals, and the realization of increased stockholder value. Highlights of our executive compensation program, include: •compensation programs that are performance-based and align executive officer incentives with stockholder interests over multiple timeframes; •annual incentives that are earned based on performance measured against specific financial and strategic objectives for an executive’s area of responsibility, together with a qualitative assessment of performance; •at-risk pay and compensation design that reflect an executive officer’s impact on the Corporation’s performance over time; and •appropriate risk management practices, including robust clawback policies, anti-hedging policy, anti-pledging policy, stock ownership requirements with a net share retention ratio, and net hold requirements with respect to equity grants. We are asking our stockholders to indicate their support for our NEO compensation as described in this Proxy Statement. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on our NEOs’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies, and practices described in this Proxy Statement. Accordingly, we ask our stockholders to vote FOR the approval, on an advisory basis, of the compensation of our NEOs, as disclosed in this Proxy Statement, including the Compensation Discussion and Analysis section, the 2025 Summary Compensation Table, and the other related tables and narrative discussion. Though the say-on-pay vote is advisory, and therefore not binding, our Board of Directors and the Compensation Committee value the opinions of our stockholders, and the Compensation Committee will consider the voting results when making future decisions regarding executive compensation as it deems appropriate. In 2022, our stockholders cast an advisory vote recommending that future say-on-pay votes be held every year. We expect to hold our next say-on-pay vote following the 2026 Annual Meeting of Stockholders at our 2027 Annual Meeting of Stockholders.


			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.



						Rohit Gupta President and Chief Executive Officer (“CEO”) Rohit Gupta, 51, has served as our President and Chief Executive Officer since March 2013, as one of our directors since March 2013, and previously served as Chairperson of our board of directors from July 2020 to September 2021.


						Hardin Dean Mitchell Executive Vice President, Chief Financial Officer (“CFO”) and Treasurer Hardin Dean Mitchell, 56, has served as our Executive Vice President, Chief Financial Officer and Treasurer since May 2021. Mr. Mitchell served as our Senior Vice President, Chief Financial Officer and Treasurer from March 2013 to May 2021 after having served on an acting basis since August 2011.


						Evan Stolove Executive Vice President, General Counsel, and Corporate Secretary Evan Stolove, 57, has served as our Executive Vice President, General Counsel and Corporate Secretary since May 2021 and is responsible for legal, compliance, privacy, and state government affairs. Mr. Stolove served as our Senior Vice President, General Counsel and Secretary from July 2017 to May 2021.


						Michael Derstine Executive Vice President and Chief Risk Officer Michael Derstine, 56, has served as our Executive Vice President and Chief Risk Officer since May 2021 and is responsible for risk management, pricing, credit policy, and quality assurance. Mr. Derstine served as our Senior Vice President and Chief Risk Officer from March 2013 to May 2021.


						Brian Gould Executive Vice President and Chief Operations Officer Brian Gould, 54, has served as our Executive Vice President and Chief Operations Officer since May 2021, and is responsible for claims, underwriting and analytics at Enact. Mr. Gould previously served as our Vice President, Operations for EMICO, a role he assumed in November 2018, where he was responsible for similar functions.




						Long-Term Financial Objectives We exceeded our target Book Value Per Share Growth performance level over the three-year performance period ending December 31, 2025 for the 2023 PSUs. In addition, 70% of the total target value of equity awards granted to our NEOs in 2025 will vest based on the Corporation’s Book Value per Share Growth over a three-year performance period from January 1, 2025 through December 31, 2027.


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 cash incentives (short-term performance-based awards) •Annual grants of long-term incentives, which include equity-based PSUs (vesting based on the Corporation’s Book Value per Share growth over a three-year performance period) and RSUs (rewards long-term stock appreciation with an emphasis on retention)

Total compensation opportunities should be competitive within the relevant marketplace			•Our compensation benchmarking approach, as described below, and annual review of the composition of our peer group •We generally target our pay to the median of the market while also taking into account individual circumstances by, utilizing a combination of benchmark data, importance of the role to the Corporation and individual skill sets in determining compensation levels

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 objectives set for the Corporation, together with a qualitative assessment of operational performance and other results •We utilize long-term equity grants to reward achievement of specific longer-term Corporation objectives

Plan designs and incentives should support appropriate risk management practices			•We maintain anti-hedging and anti-pledging policies applicable to all executive officers •We maintain clawback policies, which extend to performance-based incentive income and awards, permitting recovery beyond the legally required minimums



Annual Advisory Approval of Executive Compensation Use of Long-Term Incentives No Excise Tax Gross-Ups for Change of Control Benefits Independent Compensation Consultant			Anti-Hedging and Anti-Pledging Restrictions Clawback Policies Double Trigger Required for Change of Control Severance Benefits No Excessive Executive Perquisites



Arch Capital Group Ltd. Assured Guaranty Ltd. Axos Financial, Inc. Essent Group Ltd. First American Financial Corporation	MGIC Investment Corporation Mr. Cooper Group, Inc. NMI Holdings, Inc. Old Republic International PennyMac Financial Services	Radian Group, Inc. RLI Corp. Stewart Information Services Corp. Walker & Dunlop, Inc.