Elizabeth Mitchell
About Elizabeth Mitchell
H. Elizabeth Mitchell, age 63, is an independent director of Enact Holdings, Inc. (ACT) who joined the Board in March 2025 and serves on the Audit Committee; the Board has designated her an “audit committee financial expert.” Mitchell is a former President (from 2005) and CEO (from 2007) of Renaissance U.S. Inc. (and its predecessor Platinum Underwriters Reinsurance Inc.) until her retirement in 2016; she is a Fellow of the Casualty Actuarial Society and Member of the American Academy of Actuaries, an NACD Certified Director, and holds the CERT Certificate in Cybersecurity Oversight from Carnegie Mellon University, with a B.A. from the College of the Holy Cross .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Renaissance U.S. Inc. / Platinum Underwriters Reinsurance Inc. | President (2005), CEO (2007) | 2005–2016 | Led a global provider of reinsurance/insurance; executive-level experience in asset management, financial services, accounting/finance, strategic planning, sustainability, technology . |
| St. Paul Re Inc. (and predecessor at same company) | Various executive leadership roles | Began 1993 | Senior insurance/reinsurance leadership experience . |
| Tillinghast Towers Perrin (now Willis Towers Watson) | Consulting Actuary | 1986–1992 | Actuarial advisory background informs risk and audit expertise . |
External Roles
| Organization | Role | Tenure | Public/Private | Committee Roles |
|---|---|---|---|---|
| Selective Insurance Group, Inc. (NASDAQ: SIGI) | Independent Director; Audit Committee Chair | Director since 2018; Chair since 2021 | Public | Audit Chair . |
| Principal Financial Group, Inc. (NASDAQ: PFG) | Independent Director | Since 2022 | Public | Not disclosed in ACT proxy . |
| StanCorp Financial Group, Inc. | Independent Director | 2017–2022 | Private (post-acquisition) | Not disclosed in ACT proxy . |
| Weston Insurance Holdings | Chairperson of the Board | 2020–2022 | Private | Board Chair . |
| Hudson Structured Capital Management Ltd. | Member, Board of Advisors | 2018–2024 | Private | Advisory board member . |
Board Governance
- Committee assignments: Audit Committee member; Board has determined Mitchell meets SEC/Nasdaq independence standards and is an “audit committee financial expert.” Audit Committee met 10 times in 2024 and is fully independent with an independent chair; its remit includes financial reporting integrity, auditor oversight, internal audit, related-party transaction review, complaint procedures, and risk oversight of financial reporting and controls .
- Independence: The Board determined Mitchell is independent under Nasdaq rules; Audit Committee members satisfy heightened SEC/Nasdaq independence standards (no compensatory fees beyond director pay; not affiliated) .
- Attendance: In 2024, all director nominees who served attended at least 75% of Board/committee meetings, and all 11 then-serving directors attended the 2024 annual meeting (Mitchell joined March 2025; 2024 attendance reflects prior composition) .
- Governance practices: Independent directors held executive sessions; Board and all committees have independent chairpersons; five standing committees (Audit; Compensation; Nominating & Corporate Governance; Independent Capital; Risk) with published charters .
- Overboarding policy: Non-CEO directors should serve on no more than four other public company boards; Mitchell’s two current public boards (SIGI, PFG) are within guidelines .
Fixed Compensation
Independent director compensation structure (as disclosed for 2024; program overseen by Compensation Committee and approved by Board):
| Component | Cash ($) | Equity ($) | Total ($) | Notes |
|---|---|---|---|---|
| Annual Retainer (Independent Directors) | 110,000 | 160,000 | 270,000 | Equity paid in Deferred Stock Units (DSUs), granted generally after the annual meeting; cash in quarterly installments . |
| Board Chair Additional Retainer | 80,000 | 120,000 | 200,000 | In addition to regular annual retainer . |
| Lead Director Additional Retainer (if applicable) | 20,000 | — | 20,000 | No current Lead Director at Enact . |
| Committee Chair Additional Retainer — Audit | 35,000 | — | 35,000 | Cash paid quarterly . |
| Committee Chair Additional Retainer — Compensation | 25,000 | — | 25,000 | Cash paid quarterly . |
| Committee Chair Additional Retainer — Other Committees | 20,000 | — | 20,000 | Cash paid quarterly . |
| Meeting Fees | — | — | — | Not disclosed; compensation via retainers . |
| Expense Reimbursement | — | — | — | Reasonable travel/education costs reimbursed; charitable contributions matched 100% up to $10,000 . |
- DSU mechanics: DSUs equal award value divided by share fair value on grant date; accumulate reinvested dividends; settled one year after a director leaves the Board (or upon death), in a lump sum .
Performance Compensation
- For directors, compensation is retainer-based cash and DSUs; the proxy does not disclose performance-conditioned equity (e.g., PSUs) or options for directors. DSUs are time-based and do not carry explicit performance metrics for independent directors .
- Performance metrics discussed in the proxy (Book Value per Share, Adjusted Operating Income, Adjusted ROE) relate to NEO pay-versus-performance; not applied to director pay .
| Performance Metric (Directors) | Disclosed? | Notes |
|---|---|---|
| Financial/TSR Targets | No | Director equity is DSUs without explicit performance hurdles . |
| Stock Options/PSUs (Directors) | No | Not disclosed for directors in proxy; DSUs are primary equity . |
Other Directorships & Interlocks
- Current public company boards: Selective Insurance Group (SIGI) and Principal Financial Group (PFG); potential interlocks with Enact/Genworth not disclosed in the proxy .
- Controlled company context: Genworth (controlling shareholder) holds Board nomination and consent rights over specified actions; Compensation Committee includes a non-independent Genworth CEO member due to controlled company exemptions, but Audit Committee and the Independent Capital Committee are fully or majority independent. This is a governance consideration for all directors, including Mitchell .
Expertise & Qualifications
- Designations: Fellow of the Casualty Actuarial Society; Member of the American Academy of Actuaries; NACD Certified Director; CERT Certificate in Cybersecurity Oversight (Carnegie Mellon) .
- Domain expertise: Executive leadership in reinsurance/insurance; asset management; financial services; accounting and finance; strategic planning; sustainability; technology .
- Audit expertise: Designated “audit committee financial expert” by the Board .
Equity Ownership
As of March 19, 2025 (record date):
| Holder | Beneficial Shares | % Outstanding | DSUs (Other Non-Management Director Stock-Based Holdings) |
|---|---|---|---|
| H. Elizabeth Mitchell | — | * | — . |
- Shares outstanding: 151,391,312 as of March 19, 2025 .
- Anti-hedging/anti-pledging: Directors are prohibited from hedging or pledging Enact securities (margin/collateral) under the Insider Trading Policy .
- Stock ownership guidelines: Directors must own securities equal to ≥5x the annual cash retainer (excluding chair fees), within five years of appointment; the proxy states all directors and NEOs are currently compliant or on track .
Governance Assessment
- Strengths: Independent status; Audit Committee membership with “financial expert” designation; deep insurance/reinsurance executive background and actuarial credentials; cybersecurity oversight certification; external audit chair role signals strong financial governance competence .
- Alignment: Director equity via DSUs aligns with long-term shareholder value; stock ownership guidelines (≥5x cash retainer) and anti-hedging/pledging policies reinforce alignment and risk control .
- Engagement: Board and committees led by independent chairs; independent directors conduct executive sessions; robust committee charters and annual self-evaluations indicate attention to board effectiveness .
- Controlled company considerations: Genworth’s consent rights and nomination rights can constrain certain capital, governance, and transaction decisions; Compensation Committee includes Genworth’s CEO (non-independent) under controlled company exemption—equity grants referred to full Board for approval. These dynamics are structural governance risks to monitor for minority shareholders .
- Early ownership: As of the record date, Mitchell had no reported beneficial shares or DSUs, which is typical for a new director but worth tracking for progress toward ownership guidelines over the five-year window .
- Shareholder signals: 2024 say-on-pay approval exceeded 99%, indicating strong investor support for compensation governance broadly; while focused on executives, it contributes to confidence in overall governance frameworks .