Genworth Financial (GNW) Proxy Filing summary

Executive summary

• Celebrated 20th anniversary of IPO, highlighting transformation into a leading provider of life, annuity, and long-term care insurance, with a focus on aging care through CareScout and majority ownership of Enact mortgage insurance.

• Achieved strong financial performance in 2024, including $718 million in adjusted operating income from Enact and $343 million in incremental LTC premium increases.

• Returned $186 million to shareholders via share repurchases and reduced holding company debt to $790 million.

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

• Recognized as a top workplace, with enhanced employee engagement and diversity 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.

• Ratification of KPMG LLP as independent auditor for 2025.

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

Board of directors and corporate governance

• Board comprises ten members, 90% independent, with diverse backgrounds and an average tenure of 6.5 years.

• Board refreshment: six new independent directors added since 2020, enhancing expertise in technology, risk, and governance.

• Separate roles for CEO and Non-Executive Chair; annual board and committee self-evaluations.

• Stockholder rights include annual director elections, majority voting, and ability to call special meetings at 25% ownership.

• Robust code of ethics, anti-hedging/pledging, and stock ownership requirements for directors and executives.