Enact Holdings, Inc PRE 14A, filed Mar 22, 2024

Enact Holdings, Inc. (ACT)

PRE 14A 2024-03-22 For: 2024-05-16

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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



“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.”


April 2, 2024 Dear fellow Stockholder, We are pleased to invite you to the 2024 Annual Meeting of Stockholders of Enact to be held virtually at 11:00am Eastern time on Thursday, May 16, 2024. The Annual Meeting will include voting on the matters set forth in the accompanying Notice of 2024 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 2024 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. During 2023, we continued to focus on value creation in our core business while capitalizing on opportunities to invest in our future. We continued to make great strides across our strategic priorities, operate with purpose, and drive forward our mission of enabling the dream of sustainable homeownership. We are proud of the progress Enact has made in the past year and are pleased to provide you with key updates on how the Board and management team continue to create value for our stockholders. Achieved strong financial results: Enact continued to demonstrate strong financial performance in 2023. We drove prudent growth in insurance-in-force, maintained expense discipline, strengthened our balance sheet, and returned capital to shareholders while investing in our business. Enact achieved record revenue of $1.15 billion, an insurance-in-force of $263 billion, and a record low expense ratio of 23%. Credit performance remained strong throughout the year and we remained committed to operating with strong balance sheet principles and financial flexibility, with PMIERs sufficiency at year end of 161%, or $1.9 billion above the PMIERs requirements, total equity of $4.6 billion, and consolidated risk to capital ratio of 11.6:1. Enact received several upgrades to its credit ratings through the year, achieving an investment grade senior debt rating. And our strong performance enabled us to return over $300 million to shareholders, exceeding our target. We raised our dividend by 14% in the second quarter, launched a second share repurchase program in the third quarter, and declared a special cash dividend in the fourth quarter. 2023 was a complex and dynamic year for the housing and mortgage markets. Homebuyers continue to face headwinds coming from higher interest rates, lower housing supply, and inflation that have made it more difficult for people to purchase a home. However, even with these challenges, underlying demand for homes remains very strong, first-time homebuyer demographics are favorable for our industry, and private mortgage insurance is and will continue to be an important tool to help homebuyers qualify for a mortgage. Enact does an extraordinary job serving the needs of homebuyers and we are optimistic as we look to the future. Advanced our capabilities and invested in the future: We’re proud of Enact’s strategic achievements in 2023. We made several key advancements in our core business and in adjacent opportunities. In particular, we extended our franchise into reinsurance with the launch of Enact Re, and we continued to drive innovation and advance our digital and technological capabilities to better meet the evolving needs of our core MI customers. We evaluate the competitive landscape as part of our efforts to offer a world-class customer experience for each of our lender partners, and work to support our customers in the environment that works best for them and ultimately provide them with access to our differentiated MI products. It comes down to being simple and frictionless, and we delivered important enhancements in 2023 to enable commercial success and customer engagement that’s efficient and intelligent. In fact, we added 150 new customers last year in a market that saw the number of lenders contract. We are committed to developing technologies that come together to solve problems and advance our industry. One of our top priorities is to ensure Enact’s capabilities lead the industry and we’re fortunate to have a highly talented and deeply committed team who continue to keep pace with investments in our data and technology platform. Progress in these areas positions Enact for the future and enhances shareholder value. Thank you to Enact employees: We are grateful to everyone at Enact for the work they do each and every day. 2023 was another successful year for Enact and it would not have been possible without the outstanding efforts of our employees. Please join us in extending our sincerest thanks to each of them for their focus and commitment. As we move forward, we will continue to be prepared for a variety of economic scenarios and remain focused on executing our strategy to grow our insured 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 2024 Annual Meeting of Stockholders			2

			Enact Business Overview			4

			Proxy Summary			9

			Enact Board of Directors			15


			P roposal 1 Election of Directors			15


			Nominees			16
			How We Select Our Directors			21
			Director Independence			23

			Enact Corporate Governance			24
			Governance Principles			24
			Board Oversight of Strategy			24
			Board Leadership Structure			24
			Meetings of Independent Directors			25
			Meeting Attendance			25
			Board Responsibilities			25
			Board Policies and Processes			36
			Compensation of Directors			37

			Executive Compensation			39


			P roposal 2 Advisory Vote to Approve Named Executive Officer Compensation			39


			Compensation Discussion and Analysis			40
			Named Executive Officers			40
			202 3 Corporation Performance			41
			Compensation Philosophy			41
			Key Governance Practices			42
			Compensation Decision-Making Process			42
			Key Compensation Program Elements			43
			Other Key Compensation Governance Policies			49
			Report of the Compensation Committee			50


			Executive Compensation Tables			51
			202 3 Summary Compensation Table			51
			Grants of Plan-Based Awards			52
			Outstanding Equity Awards at 202 3 Fiscal Year-End Table			54
			202 3 Options Exercised and Stock Vested Table			55
			Pension Benefits			55
			Non-Qualified Deferred Compensation			56
			Potential Payments upon Termination or Change of Control			57
			CEO Pay Ratio			61
			Pay Versus Performance			62

			Audit Matters			65


			P roposal 3 Ratification of Selection of Independent Registered Public Accounting Firm			65


			Approval of Audit and Non-Audit Services			66
			Auditor Fees			66
			Report of the Audit Committee			66


			P roposal 4 Approval of an A mendment to the Corporation's Certificate of Incorporat ion to A dopt P rovisions L imiting the L iability of C ertain O fficer s as P ermitted under Delaware L aw			67


			Information About Our Stock			69
			Ownership of Enact Common Stock			69
			Equity Compensation Plan Information			70

			Questions and Answers about the 202 4 Annual Meeting and Proxy Voting			71

			Other Information			75
			Voting			75
			Meeting Admission			75
			202 3 Annual Report			75
			Date of Distribution			75
			Internet Availability of Proxy Materials			75
			Appendix A			76



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 2023 Annual Report for the year ended December 31, 2023. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. 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 sustainability reports shall not be considered material for Securities and Exchange Commission (“SEC”) reporting purposes. As such, in the context of our sustainability reports, 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.



			Drive Profitable Growth In Our Core Market			•Enact helped nearly 150,000 households achieve homeownership and over 14,000 households stay in their homes during 2023 •Served over 1,700 active customers including all of the top 25 mortgage originators that use private mortgage insurance •Insurance-in-force rose to a record $263 billion on $53 billion of NIW •Executed on our commitment to build our book with high-quality and prudently priced business, and did so with 2023 new business pricing yielding attractive returns



			Transform Core MI Business to Maximize Value & Efficiency			•Continued focus on cost discipline as full-year 2023 operating expenses were down 7% year over year to $223 million •Invested to increase differentiation, drive efficiencies and enhance decision-making including improved underwriting efficiency and deepened understanding of layered risks •Achieved record underwriting productivity while maintaining outstanding levels of quality control



			Grow Shareholder Value by Capitalizing On Our Core Assets and Skillsets			•Delivered a Return on Equity of 15.2% •Returned over $300 million to shareholders in 2023 •Completed our first-ever share repurchase program of $75 million and initiated a new $100 million share repurchase program •Capital and liquidity positions remained strong with low financial leverage; robust PMIERs sufficiency of $1.9 billion or 161% •Expanded platform to pursue opportunities in adjacent markets, including the launch of Enact Re which participated in seven GSE Credit Risk Transfer transactions



			Drive an Exceptional Employee Experience			•Recognized by numerous publications and won 5 external awards for leadership and innovation in diversity; best rewards and recognition strategy, and most community-minded business •Scored > 90th percentile in the Gallup Overall Employee Engagement Index when compared to all companies in Gallup’s database •Opened an employee fitness center at our headquarters in Raleigh, NC •Expanded rewards and recognition programs to further empower employees and managers to give immediate appreciation in the moments that matter •Awarded over $225,000 in grants to nonprofit organizations through the Enact Foundation in 2023


			A Focus on Responsible Business Practices & Sound Corporate Governance



1	Election of Directors The Board recommends a vote FOR all director nominees.	See page 15


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.	70	2021	0


	Michael A. Bless Former CEO of Century Aluminum Company	58	2022	2


	John D. Fisk Former CEO of FHLBanks Office of Finance	67	2021	1


	Rohit Gupta President and CEO of Enact Holdings, Inc.	49	2013	0


	Sheila Hooda CEO and President of Alpha Advisory Partners	66	2021	0


	Thomas J. McInerney President and CEO of Genworth Financial, Inc.	67	2021	1


	Robert P. Restrepo Jr. Former Chairman and President and CEO of State Auto Financial Corporation	73	2021	2


	Debra W. Still Former President and CEO of Pulte Financial Services, Inc.	71	2021	1


	Westley V. Thompson Former President and CEO of M Financial Group	70	2021	0


	Jerome T. Upton EVP and CFO of Genworth Financial, Inc.	60	2023	0


	Anne G. Waleski Former EVP and CFO of the Markel Corporation	57	2021	1



Independence	Age	Gender	Race/Ethnicity
73% Independent	64.4 Years average	27% Female	27% Diverse


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



			Board Independence and Composition			•Three Board Committees are 100% independent and the rest are majority independent •The Board and all Committees have Independent Chairpersons •3 of 5 Committees have Chairpersons that are gender diverse


			Board Performance			•All Directors attended at least 75% of Board and Committee meetings held in 2023 •Independent Directors met regularly in executive sessions without management or affiliated directors •Annual Board and Committee self-evaluations were completed in 2023, and action plans developed where requested


			Stockholder Rights			•Annual election of all Directors •Stockholders holding at least 50% of outstanding common stock have ability to call Special Meeting •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 Policy •Clawback Policies that extend beyond minimum Nasdaq Listing requirements •Stock Ownership Policy •Related Person Transaction Policy •Disclosure Policy (a/k/a Reg FD Policy)



2	Advisory Vote to Approve Named Executive Officer Compensation The Board recommends that stockholders vote FOR this proposal.	See page 39


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

Adjusted Operating Income
Adjusted Return on Equity
Expense Ratio


2024 PROXY STATEMENT			1


2			ENACT


2024 PROXY STATEMENT			3


4			ENACT



3	Ratification of Independent Registered Public Accounting Firm for 2023 The Board recommends that stockholders vote FOR this proposal.	See page 65



4	Approval of an Amendment to the Corporation's Certificate of Incorporation to Adopt Provisions Limiting the Liability of Certain Officers as Permitted Under Delaware Law The Board recommends that stockholders vote FOR this proposal.	See page 67



1			Election of Directors


Currently, eleven directors serve on our Board of Directors, the terms for whom all expire at the 2024 Annual Meeting. At the 2024 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 2025 Annual Meeting of Stockholders and until their successors have been duly elected and qualified or until the earlier of their resignation or removal in a manner provided for in 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’s composition. The eleven nominees for election at the 2024 Annual Meeting are listed on pages 16-21 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, Mr. Restrepo, Ms. Still, Mr. Thompson, Mr. Upton, and Ms. Waleski.


Dominic J. Addesso


			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.


Former CEO Everest Re Group, Ltd. Independent Director Board of Directors (Chairperson) Committee(s): Independent Capital Age: 70 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, and as a director of Core Specialty Holdings, Inc. since December 2020, where he is chair of the audit committee. 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.


Michael A. Bless


			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.


Former CEO Century Aluminum Company Independent Director Committee(s): Independent Capital (Chairperson) and Risk Age: 58 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, and leadership & compensation 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 and a member of the audit and finance committees, since 2017. He served as an independent director of Simpson Manufacturing Company (NYSE: SSD) from 2017 to 2021.


John D. Fisk


			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.


Former CEO of FHLBanks Office of Finance Independent Director Committee(s): Independent Capital and Risk (Chairperson) Age: 67 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.


Rohit Gupta


			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.


President and CEO of Enact Holdings, Inc. Age: 49 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.


Sheila Hooda


			Qualification Ms. Hooda brings deep experience in strategy, mergers and acquisitions, and corporate development, and governance in the financial services sector, and has also served as a director of multiple public and private company boards.


CEO and President of Alpha Advisory Partners Independent Director Committee(s): Nominating and Corporate Governance (Chairperson) and Audit Age: 66 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 has served on the board of the Alera Group, Inc. since February 2024. 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.


Thomas J. McInerney


			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.


President and CEO of Genworth Financial, Inc. Committee(s): Compensation Age: 67 Director Since: May 2021			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. Mr. McInerney is also on the boards of United Way Worldwide, Virginia Learns, Global Research Institute at the College of William and Mary, and Virginia 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.


Robert P. Restrepo Jr.


			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.


Former Chairman and President and CEO of State Auto Financial Corporation Services, Inc. Independent Director Committee(s): Audit and Nominating and Corporate Governance Age: 73 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.


Debra W. Still


			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.


Former President and CEO of Pulte Financial Services Independent Director Committee(s): Compensation (Chairperson) and Independent Capital Age: 71 Director Since: September 2021			Background Debra W. Still, CMB, is Vice Chair of Pulte Financial Services, which includes Pulte Mortgage LLC, PGP Title and Pulte Insurance Agency. Pulte Financial Services is the mortgage lending, title, and insurance operations of PulteGroup, one of America’s largest homebuilders. Ms. Still is a member of the board of managers of Pulte Mortgage, LLC, a nationwide lender headquartered in Englewood, Colorado. Ms. Still served as the President and CEO of Pulte Financial Services from 2010 to April of 2023, overseeing Pulte Mortgage, PGP Title and PIA Insurance. She also served as the President of Pulte Mortgage, LLC, from July 2004 until April 2020. Ms. Still served as the 2013 Chairman of the Mortgage Bankers Association and is currently a member of the association's Board of Directors, and a member of MBA’s Consumer Affairs Advisory Council. Still also serves on the Housing Policy Council Executive Council. She has been the Chairman of the MBA Opens Doors Foundation since 2013. Opens Doors provides rent and mortgage assistance to help 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 Bachelor of Science degree and has completed graduate work at George Washington University. Ms. Still serves 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. In 2023, Ms. Still joined Fannie Mae’s Affordable Housing Advisory Council.


Westley V. Thompson


			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.


Former President and CEO of M Financial Group Independent Director Committee(s): Compensation Age: 70 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.


Jerome T. Upton


			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.


Executive Vice President and CFO of Genworth Financial, Inc. Committee(s): Risk Age: 60 Director Since: March 2023			Background Jerome T. Upton is the Executive Vice President and Chief Financial Officer for our controlling stockholder, 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.


Anne G. Waleski


			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.


Former CFO and Executive Vice President of the Markel Corporation Independent Director Committee(s): Audit (Chairperson), Nominating and Corporate Governance Age: 57 Director Since: September 2021			Background Anne G. Waleski previously served as Executive Vice President of Markel Corporation, a global holding company for insurance, reinsurance, non-insurance operations, 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 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, Tredegar Corporation (NYSE: TG) from August 2018 to August 2023, where she was a member of the audit committee and the executive compensation committee, and ProSight Global, Inc. (NYSE: PROS) from June 2020 to August 2021, where she was a member of the audit committee.



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)

						Members Sheila Hooda Robert P. Restrepo Jr. Meetings in 2023: 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)

			Members Thomas J. McInerney Westley V. Thompson Meetings in 2023: 6



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 strategy and 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)

			Members Anne G. Waleski Robert P. Restrepo Jr. Meetings in 2023: 5



Independent Capital Committee The purpose of the Independent Capital Committee is to provide independent oversight over certain capital actions as agreed to with the GSEs in connection with our IPO. 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 2023: 6



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, 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 Upton Meetings in 2023: 4



						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, and any other risk that may pose a material threat to the viability of Enact. •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 ESG, director independence, and director qualifications. •The Independent Capital Committee is responsible for the oversight of risks related to debt or equity issuances, declaration of dividends, and capital contributions by the Corporation to any of its subsidiaries, other than EMICO.