John Fisk
About John Fisk
Independent director of Enact Holdings, Inc. (ACT); age 68; director since September 2021. Former CEO of the FHLBanks Office of Finance; MBA in Finance and Public Management from Wharton and BA from Yale. Serves as Enact’s Risk Committee Chair and member of the Independent Capital Committee; determined independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FHLBanks Office of Finance | Chief Executive Officer | 2007–March 2019 | Led issuance and servicing of all FHLB debt; supported borrowings of ~$1 trillion . |
| FHLBanks Office of Finance | Deputy Managing Director & Chief Operating Officer | 2004–2007 | Senior operating leadership before promotion to CEO . |
| MGIC Investment Corporation | EVP, Strategic Planning | 2002–2004 | Mortgage insurance strategy leadership . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AGNC Investment Corp. (Nasdaq: AGNC) | Director | Since 2019 | Mortgage REIT; provides capital markets/housing finance perspective . |
Board Governance
- Independence: The Board determined Fisk is independent under Nasdaq standards .
- Attendance: Board held 9 meetings in 2024; each director attended >75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Board leadership: Independent Chairperson (Dominic Addesso); independent directors meet regularly in executive session without management .
| Committee | Role | Meetings (2024) | Scope/Highlights |
|---|---|---|---|
| Risk Committee | Chair | 7 | Oversees enterprise risk management and risk appetite; covers credit, market, insurance, housing, operational, model, IT, cybersecurity, AI, litigation/regulatory risks; reviews stress tests and risk culture . |
| Independent Capital Committee | Member | 4 | Independent oversight of capital actions (debt/equity issuance, dividends/repurchases, capital contributions to subs other than EMICO); veto power on specified actions to protect minority investors . |
Fixed Compensation
| Item (2024) | Amount ($) | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | 130,000 | Comprises $110,000 cash retainer plus $20,000 “other committee” chair fee consistent with Risk Committee chair level . |
| Stock Awards (DSUs) | 158,905 | DSUs granted under 2021 Omnibus Incentive Plan; grant-date fair value per FASB ASC 718 . |
| Total | 288,905 | Cash + DSUs . |
Director compensation program features:
- Annual retainer: $270,000 total ($110,000 cash; $160,000 DSUs) .
- Committee chair retainer: Audit $35,000; Compensation $25,000; Other standing committees $20,000 (applies to Risk) .
- DSUs: Settle one year after Board departure; accrue dividend equivalents; one-for-one share settlement .
Performance Compensation
- No director performance-based compensation, options, or meeting fees disclosed; equity is DSUs time-based rather than performance-linked .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Considerations |
|---|---|---|
| AGNC Investment Corp. | Director | Mortgage REIT exposure to agency MBS; not disclosed as a related-party transaction with Enact . |
| Genworth presence on Enact Board | Genworth CEO (McInerney) and CFO (Upton) serve on the Board/committees per Master Agreement rights | Controlled-company status; committee designation rights for Genworth; Independent Capital Committee exists to mitigate capital action conflicts . |
Expertise & Qualifications
- 35+ years in real estate finance, mortgage insurance, home lending; public company director experience .
- Advanced finance credentials (Wharton MBA); brings capital markets, risk governance, and housing finance expertise as Risk Committee Chair .
Equity Ownership
| Metric | Value | As of |
|---|---|---|
| Common shares beneficially owned | 6,000 | March 19, 2025 . |
| DSUs held (non-management director stock-based holdings) | 25,272 | March 19, 2025 . |
- Stock Ownership Guidelines: Directors must hold securities equal to ≥5x annual cash retainer; counts common stock, vested DSUs, unvested RSUs; unearned PSUs excluded. All directors are compliant or on track; retention requirement applies until compliance achieved .
Governance Assessment
- Committee leadership and coverage: As Risk Committee Chair, Fisk oversees a comprehensive risk remit (including cybersecurity and AI), aligning with Enact’s risk-centric business; active committee cadence (7 meetings) supports robust oversight .
- Independence and attendance: Independent status with >75% attendance benchmarks; board uses independent chair and executive sessions—favorable for board effectiveness .
- Compensation alignment: Director pay balanced between cash and DSUs; DSUs settle post-service and accrue dividend equivalents, supporting ownership alignment; no options or performance-linked director pay, reducing pay risk .
- Ownership alignment: Fisk holds common shares and DSUs; policy requires substantial ownership (≥5x cash retainer), with compliance/on-track status disclosed—positive alignment signal .
- Controlled-company dynamics—RED FLAG considerations: Genworth retains nomination and committee designation rights and certain consent rights on key actions; partial independence of Compensation Committee (includes Genworth CEO). Mitigants include fully independent Audit and Nominating committees and Independent Capital Committee with veto power on capital actions .
- Related-party transactions oversight: Audit Committee administers related person transaction policy; ongoing shared services and investment management agreements with Genworth are disclosed with fee caps and governance controls—monitor for evolving exposure .
- Shareholder signals: 2024 say‑on‑pay approved by >99% of votes—indicative of investor confidence in compensation governance; directors attended annual meeting .
- Risk policies: Anti-hedging and anti-pledging policies, clawbacks beyond Nasdaq minimums, and comprehensive ERM structures—positive governance practices .
Overall, Fisk’s chairmanship of the Risk Committee, independence, and attendance support board effectiveness, while Enact’s controlled-company framework and Genworth rights demand continued vigilance on potential conflicts; the Independent Capital Committee and independent committees are important safeguards .