Jerome Upton

About Jerome T. Upton

Jerome T. Upton, age 61, is Executive Vice President and Chief Financial Officer of Genworth Financial (NYSE: GNW) and has served on Enact Holdings, Inc. (ACT) board since March 2023; he is classified as a non‑independent director given his executive role at ACT’s controlling shareholder . Upton holds a B.S. in Accounting from the University of North Carolina at Pembroke and is a CPA; his background includes senior finance and operations roles across insurance and mortgage insurance businesses .

Past Roles

External Roles

Board Governance

• Committee assignments: Risk Committee member; committee met 7 times in 2024; current membership majority independent (Chair: John D. Fisk; members: Michael A. Bless, Jerome T. Upton) .
• Independence: Not independent under Nasdaq rules and ACT’s Governance Principles due to affiliation with Genworth; eight of eleven nominees are independent overall .
• Attendance: Board held 9 meetings in 2024; all director nominees who served in 2024 attended more than 75% of Board and applicable committee meetings; all eleven directors then serving attended the 2024 Annual Stockholder Meeting .
• Board leadership: Independent Chairperson of the Board (Dominic J. Addesso); independent directors meet regularly in executive session without management or affiliated directors .
• Controlled company status and committee independence: ACT is a controlled company; Compensation Committee includes two independent members and one Genworth CEO member; equity grants approved by full Board due to committee composition .

Fixed Compensation

Performance Compensation

• ACT does not pay performance‑based compensation to non‑independent directors; Mr. Upton receives no director annual incentive or PSU awards in his capacity as a director .
• For governance context and pay‑for‑performance calibration that the Board oversees, ACT’s NEO Annual Incentive metrics for 2024 were as follows:

• Strategic objectives funding: Growth initiatives (below target); Risk & pricing management (above target); Capital & liquidity (above target); total strategic funding 100% .

Other Directorships & Interlocks

• Controlling shareholder interlock: Genworth beneficially owns ~81.1% of ACT; Upton is Genworth’s CFO and serves on ACT’s Board under Genworth’s nomination rights pursuant to the Master Agreement .
• Genworth governance rights: While Genworth beneficially owns >50%, it may designate up to six directors, place at least two designees on the Compensation Committee, and at least one designee on other committees (except the Independent Capital Committee); observer rights persist ≥10% ownership .
• Genworth approval rights: While >50% ownership, ACT must obtain Genworth consent for significant actions (e.g., share repurchases, equity/debt issuance, M&A ≥$50MM, poison pill adoption, auditor changes), subject to Board fiduciary duties .
• Related‑party transactions: Shared Services Agreement (annual caps: $6.25MM in 2025; $5MM in 2026) ; Investment Management Agreements—fees paid to Genworth: $7.1MM (2024) and $5.9MM (2023) ; Tax Allocation Agreement (consolidated tax group arrangements and potential payments upon group exit) .

Expertise & Qualifications

• Insurance, mortgage insurance, and financial reporting expertise with 30+ years in insurance finance and operations; prior KPMG senior insurance audit role and CPA credential .
• Board skills matrix indicates the Board collectively brings extensive accounting/financial, risk management, and insurance/reinsurance experience; Upton’s CFO background aligns with those competencies .

Equity Ownership

• Anti‑hedging/anti‑pledging: Directors are prohibited from hedging ACT securities and from pledging ACT securities as collateral; reinforces alignment and mitigates red‑flag risk of forced sales .
• Stock ownership guidelines: Directors must own securities equal to at least 5× annual cash retainer; all NEOs and directors are currently in compliance or on track to comply (note: non‑independent directors do not receive director retainers) .

Governance Assessment

• Strengths

  • Majority independent Board and independent committee chairs; independent Board Chair; regular executive sessions of independent directors .
  • Clear risk oversight structure; Risk Committee majority independent with documented enterprise risk management responsibilities .
  • Robust governance policies: anti‑hedging/anti‑pledging, clawbacks beyond Nasdaq minimums, stock ownership guidelines, related‑party transaction policy overseen by Audit Committee .
  • Shareholder support: Say‑on‑pay received over 99% approval in 2024, indicating strong investor endorsement of compensation design .

• Risks and potential conflicts

  • RED FLAG: Controlled company status with extensive Genworth consent and designation rights; Upton’s dual role as Genworth CFO and ACT director increases perceived influence risk over capital, financing, and strategic actions .
  • RED FLAG: Related‑party economics—shared services and investment management fees to Genworth ($7.1MM in 2024) merit ongoing scrutiny for arms‑length terms and performance benchmarking .
  • Committee composition: Compensation Committee includes a non‑independent Genworth CEO member; full Board approval required for equity awards—appropriate mitigation, but monitoring independence remains warranted .
  • Board size and composition subject to Master Agreement constraints while Genworth >20% ownership, potentially limiting flexibility without Genworth consent .

• Engagement and effectiveness indicators

  • Attendance threshold met (>75%); broad committee activity; documented annual self‑evaluations and director education program .
  • Clear communication channels for investors to reach independent directors and Audit Committee; transparency on auditor oversight and fees .

• Implications for investors

  • Upton’s presence adds deep financial and mortgage insurance expertise to risk oversight but heightens controlled‑company and related‑party exposure; governance quality appears well‑documented with independent oversight mechanisms, yet investors should monitor: (i) Independent Capital Committee decisions; (ii) pricing and service quality of Genworth‑provided services; and (iii) any changes to Master Agreement rights as Genworth ownership evolves .