Genworth Financial (GNW) Proxy Filing summary

Executive summary

• Celebrated 20th anniversary of IPO, highlighting growth in life insurance, annuities, and long-term care solutions, with a focus on innovation through CareScout and strong performance from Enact mortgage insurance subsidiary.

• Achieved significant shareholder value via $186 million in share repurchases and $198 million in capital returns from Enact in 2024.

• Expanded CareScout Quality Network to nearly 500 providers nationwide, with plans to add assisted living communities and direct-to-consumer offerings in 2025.

• Enhanced customer experience through technology upgrades and operational efficiency initiatives.

Voting matters and shareholder proposals

• Election of ten directors to serve until the 2026 Annual Meeting.

• Advisory vote to approve named executive officer compensation (say-on-pay).

• Approval of the 2025 Omnibus Incentive Plan for equity compensation.

• Ratification of KPMG LLP as independent registered public accounting firm for 2025.

• Approval of amendment to remove "Pass-Through Voting" provision from Genworth Holdings' Certificate of Incorporation.

Board of directors and corporate governance

• Board comprises ten nominees, nine of whom are independent; average tenure 6.5 years, 40% female, 20% diverse.

• Board committees (Audit, Compensation, Governance, Risk) are 100% independent.

• Non-Executive Chair structure maintained; all directors attended >75% of meetings.

• Annual board and committee self-evaluations, robust succession planning, and regular refreshment with six new independent directors since 2020.

• Stockholder rights include annual director elections, majority voting, ability to call special meetings, and no poison pill.