Genworth Financial INC DEFC14A Filing

Ticker: GNW · Form: DEFC14A · Filed: Apr 6, 2026 · CIK: 0001276520

Sentiment: neutral

Filing Stats: 4,224 words · 17 min read · ~14 pages · Grade level 15.2 · Accepted 2026-04-06 06:02:29

Key Financial Figures

Filing Documents

Executive Compensation

Executive Compensation 61 Report of the Management Development and Compensation Committee 61 PROPOSAL 2: Advisory Vote to Approve Named Executive Officer Compensation 62 Compensation Discussion and Analysis 63 Named Executive Officers 63 2025 Company Performance 64 Compensation Philosophy 66 Key Governance Practices 67 Compensation Decision-Making Process 67 Consideration of Last Year's Advisory Stockholder Vote on

Executive Compensation and Stockholder Engagement

Executive Compensation and Stockholder Engagement 71 Key Compensation Program Elements 72 NEO 2025 Compensation Summary 73 Additional Detail for Key Compensation Program Elements 76 Other Key Compensation Governance Policies 85

Executive Compensation Tables

Executive Compensation Tables 88 2025 Summary Compensation Table 88 2025 Grants of Plan-Based Awards 89 Outstanding Equity Awards at 2025 Fiscal Year-End Table 91 2025 Options Exercised and Stock Vested Table 92 Pension Benefits 92 Non-Qualified Deferred Compensation 94 Potential Payments upon Termination or Change of Control 95 CEO Pay Ratio 100 2025 Pay Versus Performance Disclosure 101 PROPOSAL 3: Approval of the 2026 Genworth Financial, Inc. Associate Stock Purchase Plan 107 Summary of Material Terms of the ASPP 108 Certain Federal Income Tax Effects 110 New Plan Benefits 111 Audit Matters 112 PROPOSAL 4: Ratification of the Selection of KPMG LLP as the Independent Registered Public Accounting Firm for 2026 112 Review and Engagement of Independent Registered Public Accounting Firm 113 Approval of Audit and Non-Audit Services 113 Auditor Fees 114 Report of the Audit Committee 115 Information About Our Stock 116 116 118 Equity Compensation Plan Information 119 Questions and Answers about the 2026 Annual Meeting and Voting 120 Other Information 127 Voting 127 Meeting Admission 127 2025 Annual Report 127 Date of Distribution 127 Internet Availability of Proxy Materials 128 Appendix A: 2026 Genworth Financial, Inc. Associate Stock Purchase Plan 129 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 the Securities Exchange Act of 1934. Forward-looking statements may appea

Business

Business Experience For more information on our directors' skills, what these skills mean to Genworth and why they are important to the Board and Genworth's business, please see Skills Matrix beginning on page 28 . 2026 Proxy Statement 11 Proxy Statement Summary Corporate Governance Highlights Our corporate governance practices are designed to help advance the interests of our stockholders, provide for strong Board and management oversight and accountability and establish guidelines for responsible decision-making. Some of our key governance principles and practices are set forth below. More information can be found in the Corporate Governance at Genworth section of this Proxy Statement. Board Independence and Composition Board committees consist entirely of independent directors Separate Independent Chair and CEO Established a Board Technology Committee Board Performance All directors attended at least 75% of meetings held in 2025 and the 2025 Annual Meeting of Stockholders Independent directors meet regularly in executive session Annual Board and committee self-evaluations Stockholder Rights Annual election of all directors Majority voting for directors in uncontested elections Stockholder ability to call special meeting No poison pill Policies, Programs and Guidelines Code of Ethics with annual associate acknowledgement Stock ownership requirements for directors and executive officers Anti-hedging and anti-pledging policies for directors and executive officers See "Sustainability" section of our corporate website and annual Sustainability Report 12 Genworth Financial, Inc. Proxy Statement Summary

Executive Compensation Highlights

Executive Compensation Highlights Compensation Program Features Our 2025 annual executive compensation program consisted of the following key elements: base salary, annual incentive, and annual long-term incentive grants (which includes performance stock units ("PSUs") and restricted stock units ("RSUs")). A significant portion of target executive compensation is completely at risk. 2025 CEO Target Compensation 2025 Other NEO Target Compensation Funding Outcomes for Incentive Pay Programs Payout Funding Results Summary Key Annual Incentive Financial Objectives Above Target Enact exceeded financial objectives, including its targets return on equity and expense ratio. Adjusted operating income excluding LTC, Life & Annuities businesses exceeded target. U.S. Life Insurance exceeded the targets for IFA actions filed on the legacy blocks of long-term care

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