Debra Still
About Debra W. Still
Debra W. Still, age 72, is an independent director of Enact Holdings (ACT) and brings four decades of mortgage finance leadership, including service as President & CEO of Pulte Financial Services (2010–Apr 2023) and President of Pulte Mortgage (2004–2020). She holds a B.S. from Ithaca College and completed graduate work at George Washington University; she is a Certified Mortgage Banker (CMB) and currently serves as Vice Chair of Pulte Financial Services . She has served on Enact’s Board since September 2021 and is the Chair of the Compensation Committee and a member of the Independent Capital Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pulte Financial Services (PulteGroup) | Vice Chair | Current | Leads mortgage/title/insurance ops oversight for one of the largest U.S. homebuilders |
| Pulte Financial Services | President & CEO | 2010–Apr 2023 | Led Pulte Mortgage, PGP Title, PIA Insurance; enterprise leadership across housing finance adjacencies |
| Pulte Mortgage, LLC | President | Jul 2004–Apr 2020 | Nationwide lender leadership; career at Pulte since 1983 |
External Roles
| Organization | Role | Tenure | Notes/Committees |
|---|---|---|---|
| Chimera Investment Corporation (NYSE: CIM) | Director | Since Mar 2018 | Chair, Nominating & Corporate Governance; Member, Compensation Committee |
| Mortgage Bankers Association | 2013 Chairman; current Board member | Ongoing | Also Chair of MBA Opens Doors Foundation (since 2013) |
| FHFA Advisory Committee on Affordable, Equitable, and Sustainable Housing | Member | Current | Policy input on affordability/sustainability in housing |
| Housing Policy Council | Executive Council member | Current | Industry policy leadership |
| Fannie Mae | Affordable Housing Advisory Council | Since 2023 | Affordable housing advisory |
Board Governance
- Independence: The Board determined Ms. Still is independent under Nasdaq rules .
- Committee assignments: Chair, Compensation Committee (6 meetings in 2024); Member, Independent Capital Committee (4 meetings in 2024) .
- Attendance: Board held 9 meetings in 2024; each director (including Ms. Still) attended >75% of Board and committee meetings; all 11 directors attended the 2024 Annual Meeting .
- Board structure/practices: Independent Chair; independent director executive sessions held regularly; no poison pill; stockholder special meeting right .
- Controlled company context: Enact is a “controlled company” (Genworth >50% voting power). Compensation Committee majority is independent (Still, Thompson), but includes a non‑independent member (Genworth CEO McInerney), with equity grants approved by the full Board .
Fixed Compensation (Director Pay)
| Component | Amount | Detail |
|---|---|---|
| Annual retainer (cash) | $110,000 | Paid quarterly |
| Annual retainer (DSUs) | $160,000 | Granted after annual meeting; DSUs settle one year after board departure; dividends reinvested |
| Committee chair fee – Compensation | $25,000 | Cash, paid quarterly (Chair) |
| 2024 actual – Cash | $135,000 | Still’s fees earned (retainer + chair fee) |
| 2024 actual – Stock awards (DSUs) | $158,905 | Grant date fair value (FASB ASC 718) |
| 2024 total director compensation | $293,905 | Sum of cash and DSUs |
| 2024 program changes | Audit Chair fee +$5,000 to $35,000; no other changes | Structure otherwise unchanged |
Performance Compensation
- Directors do not receive performance-based equity; the annual equity is DSUs (time-based). No options or PSUs are part of director compensation .
Other Directorships & Interlocks
| Company | Sector Relevance | Role | Potential Interlock/Conflict Note |
|---|---|---|---|
| Chimera Investment Corp (CIM) | Mortgage REIT/investments | Director; Committee roles as above | No disclosed transactional relationship with Enact |
- No disclosed related‑party transactions involving Ms. Still; Enact’s Related Person Transaction Policy governs and Audit Committee oversees reviews .
Expertise & Qualifications
- Mortgage and housing finance operator: 40+ years; former President/CEO of a large captive mortgage lender (Pulte) .
- Governance leadership: Chairs Enact’s Compensation Committee; chairs Nominating & Governance at CIM .
- Industry credentials: CMB designation; policy roles across MBA, FHFA, HPC; affordable housing advisory experience .
Equity Ownership
| Item | Amount | Date/Notes |
|---|---|---|
| Beneficially owned common shares | 5,000 | As of Mar 19, 2025 |
| DSUs (non‑management director stock‑based holdings) | 25,272 | As of Mar 19, 2025 |
| DSUs (as of Dec 31, 2024) | 25,128 | Year‑end 2024 snapshot |
| Shares outstanding | 151,391,312 | As of Mar 19, 2025 |
| Ownership as % of outstanding (beneficial shares only) | ~0.0033% | 5,000 / 151,391,312 (derived from ) |
| Stock ownership guidelines | Directors: ≥5x annual cash retainer; all directors in compliance or on track | |
| Hedging/pledging | Prohibited for directors under Insider Trading Policy |
Compensation Committee Analysis (as Chair)
- Consultant: FW Cook served as independent advisor in 2024; committee assessed independence and found no conflicts of interest .
- Peer group: 15 peers used for 2024 decisions, with emphasis on MI peers (ESNT, MTG, NMIH, RDN). Full list includes Arch, Assured Guaranty, Axos, Employers, Essent, First American, Guild, MGIC, Mr. Cooper, NMI, PennyMac, Radian, RLI, Stewart Info Services, Walker & Dunlop .
- Say‑on‑pay: 2024 approval >99%; no program changes made specifically in response .
- Clawbacks and risk: Nasdaq‑compliant clawback plus supplemental discretionary clawback; annual compensation risk review concluded plans do not encourage excessive risk .
Governance Assessment
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Strengths
- Independent director with deep mortgage origination and housing finance expertise; adds end‑market and policy perspective valuable to a mortgage insurer .
- Chairs Compensation Committee; robust use of independent consultant with no conflicts; strong governance toolkit (clawback, anti‑hedging/pledging, ownership guidelines) .
- Solid engagement: >75% attendance; participates on Independent Capital Committee that independently oversees capital actions; independent Board Chair; regular executive sessions .
- Director pay mix emphasizes equity via DSUs, aligning with shareholders; DSUs settle post‑service, reinforcing long‑term alignment .
-
Watch items / potential conflicts
- Controlled company status: Genworth retains extensive board and committee designation rights and consent/approval rights over major corporate actions; Compensation Committee includes a non‑independent Genworth executive (McInerney) due to controlled company exemption. This can raise perceived independence concerns in pay decisions, although equity grants are approved by the full Board and an Independent Capital Committee has veto authority on specified capital actions .
- Significant related‑party arrangements with Genworth (shared services, investment management fees, tax and IP agreements) require ongoing oversight to avoid conflicts; no specific ties to Ms. Still disclosed .
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Signals for investors
- Governance practices (ownership guidelines, anti‑hedging/pledging, clawbacks) and strong attendance support board effectiveness and alignment .
- Very high say‑on‑pay support (>99%) suggests shareholder endorsement of compensation framework overseen by the committee Ms. Still chairs .
Director Compensation (Detail – 2024)
| Metric | 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | $135,000 |
| Stock Awards (DSUs) ($) | $158,905 |
| Total ($) | $293,905 |
Related‑Party Exposure (Board Oversight Context)
- Related Person Transaction Policy: Audit Committee administers review/approval; prohibits transactions with related persons absent verifiable business interest at arms‑length standards .
- Genworth Master Agreement & approvals: Extensive nomination/committee rights and consent rights while ownership thresholds persist; Independent Capital Committee independently reviews specified capital actions .
- Services & fees: Shared Services cap ($6.25m in 2025), Investment Management fees to Genworth ($7.1m in 2024) – ongoing monitoring needed for fairness and performance .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: Over 99% of votes cast; annual cadence expected, next advisory vote at 2026 Annual Meeting .
RED FLAGS: Controlled company dynamics (Genworth control and consent rights), non‑fully independent Compensation Committee composition due to controlled company exemption, and multiple related‑party arrangements with Genworth—mitigated by independent oversight mechanisms (Independent Capital Committee) and full‑board approval of equity grants .