Sheila Hooda
About Sheila Hooda
Sheila Hooda (age 67) is an independent director of Enact Holdings, Inc., serving since September 2021. She chairs the Nominating & Corporate Governance Committee and is a member of the Audit Committee; the Board has designated all current Audit Committee members, including Ms. Hooda, as “audit committee financial experts.” Her background spans CEO/President of Alpha Advisory Partners (founded 2013), senior strategy/M&A roles at Thomson Reuters and TIAA, managing director in Credit Suisse’s Global Investment Banking Division, and earlier roles at Bankers Trust, Andersen Consulting, and McKinsey. She holds a B.S. in Mathematics (Savitribai Phule Pune University), a PGDM (IIM Ahmedabad), and an MBA (Chicago Booth) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alpha Advisory Partners | CEO & President | 2013–present | Strategic advisory in financial/business services |
| Thomson Reuters (Financial & Risk – Investors) | Global Head of Strategy & Business Development | Pre‑2013 | Strategy & business development leadership |
| TIAA | Senior Managing Director (Strategy, M&A, Corp Dev) | Pre‑2013 | Led strategy/M&A/corporate development |
| Credit Suisse (Global IB Division) | Managing Director | Prior to TIAA | Investment banking leadership |
| Bankers Trust; Andersen Consulting; McKinsey & Co. | Various leadership/consulting roles | Early career | Strategy/operations experience |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| AGL Private Credit Income Fund | Trustee | Nov 2024–present | Chair, Nominating & Corporate Governance Committee |
| Alera Group, Inc. | Director | Feb 2024–present | Private company director |
| Mutual of Omaha Insurance Company | Director | Mar 2016–Mar 2023 | Chair, Risk Committee; Member, Compensation & Evaluation Committee |
| ScION Tech Growth I (Nasdaq: SCOA) | Director | Dec 2020–Dec 2022 | Chair, Audit Committee |
| ScION Tech Growth II (Nasdaq: SCOB) | Director | Feb 2021–Feb 2023 | Chair, Audit Committee |
| Virtus Investment Partners (Nasdaq: VRTS) | Director | 2016–2020 | Member, Audit; Risk & Finance Committees |
| ProSight Global, Inc. (NYSE: PROS) | Director | 2019–Aug 2021 | Chair, Nominating & Governance; Member, Audit & HR Committees |
Board Governance
- Independence and roles: Independent director; Chair, Nominating & Corporate Governance Committee; Member, Audit Committee .
- Audit expertise: Board determined all current Audit Committee members (including Ms. Hooda) are “audit committee financial experts” .
- Committee composition: Nominating & Corporate Governance Committee consists solely of independent directors and is chaired by Ms. Hooda .
- Attendance: In 2024, the Board held 9 meetings; each director nominee who served in 2024 attended more than 75% of Board and applicable committee meetings .
- Board structure and independence context: Enact is a “controlled company” under Nasdaq due to Genworth’s majority voting power. Audit and Nominating & Corporate Governance Committees are fully independent; the Compensation Committee has a majority of independent members but includes one non‑independent member (Genworth’s CEO), consistent with the controlled‑company exemption .
- Executive sessions: Independent directors meet regularly without management; the Independent Chair presides .
- Committee oversight scope: Nominating & Corporate Governance oversees board composition, annual self‑evaluations, and sustainability strategy; Audit oversees financial reporting, internal controls, and related‑party review processes .
Fixed Compensation
Director compensation structure (non‑management directors):
- Annual retainer: $270,000 ($110,000 cash; $160,000 DSUs); paid quarterly for cash and annually for DSUs .
- Committee chair fees: Audit $35,000; Compensation $25,000; other standing committees (including Nominating & Corporate Governance) $20,000 (cash, quarterly) .
- 2024 update: Only change was increasing the Audit Chair cash retainer by $5,000 to $35,000; no other changes to the program .
| Year | Cash Fees – Hooda ($) | Stock Awards – Hooda ($) | Other Comp – Hooda ($) | Total – Hooda ($) |
|---|---|---|---|---|
| 2024 | 130,000 | 158,905 | 5,000 (charitable match) | 293,905 |
| 2023 | 126,250 | 158,905 | — | 285,155 |
| 2022 | 115,000 | 197,306 | — | 312,306 |
Notes:
- Mix reflects cash retainer + DSUs; chair fee for Nominating & Corporate Governance ($20,000) explains the lift from base cash retainer ($110,000) to $130,000 in 2024 .
- DSUs settle in Enact common stock one year after board departure (or upon death); dividends on DSUs are reinvested in additional DSUs .
Performance Compensation
- Directors do not receive performance‑based incentives; equity is delivered as DSUs with time‑based settlement after board service ends. No option grants or performance stock units are provided to directors under the director program .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None (0) for Ms. Hooda per the 2025 director nominee summary table . |
| Current private/fund boards | AGL Private Credit Income Fund (Trustee; Chair N&CG; since Nov 2024); Alera Group, Inc. (Director; since Feb 2024) . |
| Prior public company boards | Mutual of Omaha Insurance Company (2016–2023; Chair Risk); ScION Tech Growth I (2020–2022; Chair Audit); ScION Tech Growth II (2021–2023; Chair Audit); Virtus Investment Partners (2016–2020; Audit; Risk & Finance); ProSight Global (2019–2021; Chair N&G; Audit & HR) . |
| Potential interlocks/conflicts | No specific related‑party transactions involving Ms. Hooda are identified in the proxy; Audit Committee reviews any related‑person transactions under written policy . |
Expertise & Qualifications
- Strategic and M&A leadership across large financial institutions and advisory; extensive board governance experience; designated as an audit committee financial expert by the Board .
- Education: B.S. Mathematics (Savitribai Phule Pune University); PGDM (IIM Ahmedabad); MBA (Chicago Booth) .
Equity Ownership
| As‑of Date | Beneficially Owned Shares | % Outstanding | DSUs/Stock‑Based Holdings | Notes |
|---|---|---|---|---|
| Mar 19, 2025 | 0 | <1% (“*” in table) | 25,272 DSUs (non‑management director holdings) | DSUs settle in stock after board departure; dividends reinvested . |
| Dec 31, 2024 | — | — | 25,128 DSUs | DSU balance reported in Director Compensation table . |
Alignment policies:
- Stock ownership guidelines for directors in place (amount not specified in proxy); anti‑hedging and anti‑pledging policies apply to directors and NEOs; clawback policies exceed minimum Nasdaq requirements .
Governance Assessment
- Strengths: Independent committee leadership (Hooda chairs N&CG); Audit membership with “financial expert” designation; consistent attendance (>75%); transparent director pay with equity in DSUs promoting alignment; formal related‑party policy under Audit oversight; regular executive sessions of independent directors .
- Context/Risks: Enact is a controlled company (Genworth majority). Compensation Committee includes one non‑independent member (Genworth’s CEO), though it retains a majority of independent members; Genworth maintains board and committee designation rights under the Master Agreement. The Independent Capital Committee provides a minority‑shareholder safeguard over specified capital actions .
- Investor sentiment: 2024 say‑on‑pay received >99% approval, indicating strong support for compensation governance (contextual, though focused on executive pay) .
RED FLAGS to monitor:
- Controlled‑company exemptions affecting Compensation Committee composition and Genworth’s board/committee rights (watch for any impacts on governance independence over time) .
- Pledging/hedging by insiders is prohibited by policy; continue monitoring Form 4 filings for any exceptions or changes (policy disclosure only; no exceptions disclosed) .
Sources: 2025 DEF 14A (Enact) ; 2024 DEF 14A (Enact) ; 2023 DEF 14A (Enact) ; Enact IR pages (Board Member and Committee Composition) .