Robert Restrepo Jr.
About Robert P. Restrepo Jr.
Independent director at Enact Holdings, Inc. (ACT), serving since September 2021; age 74; B.A. in English from Yale University; recognized audit committee financial expert; earned the Professional Director – Public Company credential from the American College of Corporate Directors. Committees: Audit and Nominating & Corporate Governance; independence affirmed under Nasdaq/SEC rules and Enact’s criteria for non-management directors. Background includes Chairman and President & CEO of State Auto Financial Corporation (2006–2015) with over 40 years managing insurance companies (Main Street America Group, Hanover/Allmerica, Travelers, Aetna).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| State Auto Financial Corporation (Nasdaq: STFC) | Chairman; President & CEO | Chairman 2006–Dec 2015; President & CEO 2006–May 2015 | Led strategy, risk, governance; retired 2015 |
| Main Street America Group | Executive roles | Not disclosed | Insurance operations leadership |
| Hanover Insurance Group (formerly Allmerica) | Executive roles | Not disclosed | Insurance operations leadership |
| Travelers | Executive roles | Not disclosed | Insurance operations leadership |
| Aetna | Executive roles | Not disclosed | Insurance operations leadership |
| Majesco (Nasdaq: MJCO) | Director | Aug 2015–Sep 2020 | Insurance tech oversight |
External Roles
| Company | Exchange | Role | Committees | Since |
|---|---|---|---|---|
| Genworth Financial, Inc. | NYSE: GNW | Director | Chair of Audit; Member Management Development & Compensation | Since 2016 |
| RLI Corp. | NYSE: RLI | Director | Chair of Nominating/Governance (2025); previously Human Capital & Compensation and Strategy | Since July 2016 |
| Larry H. Miller Group of Companies | Private | Director | Not disclosed | Current |
| StanCorp, Weston Insurance, Hudson Structured (Mitchell-related, not Restrepo) | — | — | — | Excluded; applies to H. E. Mitchell, not Restrepo |
Board Governance
- Committee assignments: Audit; Nominating & Corporate Governance; not a committee chair at Enact. Audit Committee comprised solely of independent directors; Board determined all current Audit members (Waleski, Hooda, H. E. Mitchell, Restrepo) are “audit committee financial experts.” Audit Committee met 10 times in 2024.
- Attendance: Board held 9 meetings in 2024; each director nominee who served attended >75% of Board and applicable committee meetings; all eleven directors attended the 2024 Annual Stockholder Meeting.
- Independence: Identified as Independent Director; Enact defines independent directors as those not executive officers of Enact, Genworth, or affiliates. Enact currently does not maintain a Lead Director.
- Policies: Anti-hedging and anti-pledging restrictions for directors under Insider Trading Policy; prohibits hedging (options, collars, swaps, forwards, exchange funds) and pledging/margin accounts.
- Ownership guidelines: Directors must own securities equal to at least 5x the annual cash retainer; compliance expected within five years of appointment; directors are in compliance or on track.
Fixed Compensation
| Metric (USD) | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Fees Earned or Paid in Cash | $29,348 | $100,000 | $107,500 | $110,000 |
| Stock Awards (DSUs, Grant-Date Fair Value) | $44,578 | $197,306 | $158,905 | $158,905 |
| Other Compensation | — | — | — | $10,000 (charitable matching) |
| Total | $73,926 | $297,306 | $266,405 | $278,905 |
Compensation program for independent directors (structure): annual retainer $270,000 ($110,000 cash; $160,000 DSUs), Board Chair additional $200,000 ($80,000 cash; $120,000 DSUs); committee chair cash retainers: Audit $30,000; Compensation $25,000; other committees $20,000. Program increased from 2022 ($250,000 retainer; Audit chair $25,000; Compensation $20,000; other $15,000).
Performance Compensation
| Element | Terms | Performance Metrics |
|---|---|---|
| Deferred Stock Units (DSUs) | Annual grant sized by target value ÷ fair market value; settle one year after director leaves Board (single lump sum) or upon death; accumulate dividend equivalents; 1-for-1 share settlement | None; director equity is time-based without performance metrics |
| Options/SARs (Directors) | Not disclosed for directors; compensation tables show only DSUs and cash | No director options shown; NEO options not granted in 2024 as reference context |
Other Directorships & Interlocks
| Relationship | Detail | Governance Signal |
|---|---|---|
| Controlling shareholder interlock | Genworth beneficially owns 81.1% of Enact (122,751,166 shares as of Mar 19, 2025); Restrepo serves on GNW board and chairs its Audit Committee | Potential conflict risk: oversight of related-party matters given GNW control; mitigants include Enact’s Related Person Transaction oversight under Audit Committee charter |
Expertise & Qualifications
- 40+ years insurance leadership; corporate governance, acquisitions, risk, strategic planning, leadership development; audit committee financial expert status at Enact.
- Education: B.A. Yale University; Professional Director – Public Company credential (American College of Corporate Directors).
- Sector depth: property & casualty insurer leadership; board experience across insurers and insurance technology.
Equity Ownership
| Metric | 2022 | 2023 | 2025 |
|---|---|---|---|
| Beneficial Ownership – Shares | 25,000 | 25,000 | 25,000 |
| Other Director Stock-Based Holdings (DSUs) | 2,155 | 11,874 | 25,272 |
| Company Shares Outstanding (reference) | 162,841,204 | 162,120,101 | 151,391,312 |
| Pledged/Hedged Shares | Prohibited by policy (directors) | Prohibited by policy (directors) | Prohibited by policy (directors) |
Additional DSU holdings context: DSUs outstanding increased to 25,128 as of Dec 31, 2024 for Restrepo (rounded to nearest whole unit).
Say-on-Pay & Shareholder Feedback
| Proposal (2025 Annual Meeting) | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Advisory vote to approve NEO compensation | 145,107,452 | 1,428,827 | 96,441 | 2,062,397 |
Governance Assessment
- Strengths: Deep insurance and governance expertise; Enact Audit Committee financial expert; consistent >75% attendance and full Annual Meeting attendance; robust anti-hedging/anti-pledging and stock ownership guidelines (5x cash retainer) with compliance/on-track status; transparent director pay structure with equity-incentive alignment via DSUs.
- Compensation mix: Stable cash + DSU structure; DSU value increased to $160,000 and cash to $110,000 in 2023; no director meeting fees; DSUs settle post-board service, reinforcing long-term alignment.
- Red flags/potential conflicts: Dual directorship at Genworth (controlling shareholder at 81.1% as of Mar 19, 2025) can create perceived related-party influence; monitoring via Enact Audit Committee oversight of related person transactions is critical; independence definition excludes executive officers of Enact/Genworth, allowing GNW directors to be “independent” under Enact’s framework but may be viewed skeptically by some investors.
- Committee workload and effectiveness: Audit Committee met 10 times (2024), issued standard reports recommending inclusion of audited financials; Restrepo has served on Audit Committee across years, consistent with financial oversight expertise.
Overall, Restrepo brings credible insurance governance and audit expertise with strong attendance and DSU-based alignment; the primary governance risk is his GNW board role amid controlling ownership, warranting continued scrutiny of related-party oversight and committee independence.