Michael Bless
About Michael A. Bless
Michael A. Bless, age 59, is an independent director of Enact Holdings (ACT) who joined the Board in March 2022. He chairs the Independent Capital Committee and serves on the Risk Committee. Bless is the former CEO of Century Aluminum and previously held CFO roles at Century Aluminum, Maxtor, and Rockwell Automation; he began his career in investment banking at Dillon, Read. He holds an A.B. in History from Princeton University . The Board has determined he meets Nasdaq independence requirements .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Century Aluminum Company (CENX) | President & CEO; Director | CEO Nov 2011–Jul 2021; Director Dec 2012–Jul 2021 | Led primary aluminum producer; prior EVP & CFO (2006–Nov 2011) |
| M. Safra & Co., Inc. | Investment professional | 2005–2006 | Investment role at private firm |
| Maxtor Corporation (MXO) | Chief Financial Officer | 2004 | Public company CFO experience |
| Rockwell Automation (ROK) | Chief Financial Officer; other leadership roles | 2001–2004 (CFO); prior leadership roles earlier | Corporate finance and operations leadership |
| Dillon, Read & Co. Inc. | Investment banker | 1987–1997 | Corporate finance and capital markets foundation |
External Roles
| Company | Role | Tenure | Committees/Positions |
|---|---|---|---|
| CNA Financial (CNA) | Independent Director | Since 2017 | Chair, Compensation Committee; Member, Audit and Finance Committees |
| Piedmont Lithium (PLL) | Independent Director | Since Jan 2023 | Member, Audit; Member, Leadership & Compensation Committees |
| Simpson Manufacturing (SSD) | Independent Director (prior) | 2017–2021 | Former director |
Board Governance
- Committee assignments: Chair, Independent Capital Committee (ICC); Member, Risk Committee .
- ICC scope and authority: Provides independent oversight of capital actions (debt/equity issuance, dividends/buybacks, capital contributions to subs other than EMICO); reviews and can veto specified actions referred by the Board, and any ICC veto cannot be overturned by the Board. ICC is maintained so long as Genworth owns ≥50% voting power and there are minority public stockholders .
- Risk Committee scope: Oversees enterprise risk (credit, market, insurance, housing, operational, model, IT, climate, investment, AI, cybersecurity). Majority independent; independence requirement applies fully when Enact is no longer a controlled company .
- 2024 meetings: Board met 9 times; each nominee (including Bless) attended >75% of combined Board and committee meetings; all directors attended the 2024 annual meeting .
- Independence: Enact qualifies as a “controlled company” due to Genworth’s majority voting power, but the Board determined Bless is independent under Nasdaq rules .
- Committee independence context: Three Board committees are 100% independent and the rest are majority independent; all committees have independent chairpersons .
- Overboarding policy: Non-CEO directors should not serve on more than four other public boards; CEO-equivalent directors on no more than two other public boards; Enact currently has an independent Board Chair and no Lead Director .
Fixed Compensation
| Program Element (2024) | Cash ($) | DSUs ($) | Notes |
|---|---|---|---|
| Annual Retainer (Independent Director) | 110,000 | 160,000 | DSUs granted following annual meeting; cash paid quarterly |
| Additional Retainer – Board Chair | 80,000 | 120,000 | Not applicable to Bless |
| Additional Retainer – Committee Chair | 20,000 | — | “Other committees” chairs receive $20k cash (ICC qualifies) |
| Additional Retainer – Audit Chair | 35,000 | — | Not applicable to Bless |
| Meeting Fees | — | — | Not disclosed; program based on retainers and DSUs |
| Charitable Match (max) | — | — | Up to $10,000 matched via Enact Foundation |
| 2024 Director Compensation – Michael A. Bless | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 130,000 |
| Stock Awards (DSUs, grant-date fair value) | 158,905 |
| Other Compensation | — |
| Total | 288,905 |
Structure signposts: Cash retainer plus ICC chair fee reconcile to Bless’s $130,000 cash (=$110,000 base + $20,000 committee chair), with annual DSU grant ~$160,000 (actual $158,905) .
Performance Compensation
| Equity Award Feature | Details |
|---|---|
| Vehicle | Deferred Stock Units (DSUs) granted annually under the 2021 Plan |
| Grant sizing | Number of DSUs = target value ($160,000) ÷ FMV on grant date |
| Dividends | DSUs accrue regular quarterly dividends, reinvested in DSUs |
| Settlement | Settled 1 year after director leaves the Board in single lump sum (or upon death); per ownership table footnote, DSUs may alternatively be paid over 10 years at director election |
| 2024 Bless grant value (ASC 718) | $158,905 |
Note: Director equity is service-based DSUs; no performance metrics or PSU/option awards are used for non-management directors .
Other Directorships & Interlocks
| External Public Company | Potential Interlock/Conflict Consideration |
|---|---|
| CNA Financial (insurance) | No related-party transaction disclosures specific to Bless were identified in the retrieved proxy sections; standard Related Person Transaction Policy applies and Audit Committee oversees such reviews . |
| Piedmont Lithium (materials) | As above; no director-specific related transactions identified in retrieved sections . |
Expertise & Qualifications
- Brings >20 years of corporate finance experience, including CFO of three public companies and CEO of Century Aluminum; experienced director at two public companies .
- Education: A.B. in History, Princeton University .
- Board-level capital allocation oversight as ICC Chair; risk oversight experience as Risk Committee member .
Equity Ownership
| Item | Value |
|---|---|
| Beneficially owned Enact common shares (as of Mar 19, 2025) | 5,000 shares |
| Other stock-based holdings (non-management director DSUs) (as of Mar 19, 2025) | 21,292 DSUs (settle in stock post-service per footnote) |
| DSUs held (as of Dec 31, 2024) | 21,172 DSUs |
| Shares outstanding (as of Mar 19, 2025) | 151,391,312 shares |
| Anti-hedging / Anti-pledging | Directors prohibited from hedging and pledging Enact securities |
| Stock ownership guidelines (Directors) | Required ≥5x annual cash retainer; compliance expected within 5 years of appointment; all directors are in compliance or on track |
DSU settlement mechanics: DSUs settle one year after leaving the Board in a lump sum or may be paid over 10 years at the director’s election (or earlier upon death) .
Governance Assessment
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Strengths
- Independent status affirmed; service on ICC (Chair) and Risk enhances minority shareholder protections, especially given controlled company context .
- ICC veto right over capital actions (issuances, dividends/buybacks, certain capital contributions) is a strong safeguard; Bless’s chair role is a positive signal for capital allocation discipline .
- Attendance thresholds met (>75% in 2024); Board and all committees have independent chairpersons .
- Director pay balanced between cash and equity; DSU design aligns with long-term value; anti-hedging/anti-pledging and ownership guidelines further alignment .
-
Watch items / potential red flags
- Controlled company status: Compensation Committee is not fully independent due to Genworth designee; equity awards for officers and directors are approved by the full Board until all Comp Committee members qualify as “non-employee directors” under Rule 16b-3 .
- Genworth rights under Master Agreement (committee designation and board sizing constraints) may influence governance dynamics; however, ICC remains fully independent and insulated .
- External board seats: Bless serves on two other public boards, within Enact’s overboarding policy, but time commitments should continue to be monitored alongside committee chair duties at CNA and ICC responsibilities at Enact .
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Compensation structure observations
- Only change in 2024 director program was an increase of Audit Chair cash retainer by $5,000; no broader inflation of director pay .
- Bless’s 2024 cash fees align with role-based structure (base + ICC chair); equity award consistent with standard $160,000 DSU grant .
-
Related party and conflicts
- Proxy details policy and oversight but retrieved sections do not identify any Bless-specific related-person transactions; continue to review annual disclosures for updates .