Thomas McInerney

About Thomas J. McInerney

Thomas J. McInerney (age 68) has served on Enact Holdings, Inc.’s Board since May 2021; he is President and CEO (and a director) of Genworth Financial, Inc., Enact’s controlling stockholder, since January 2013. He holds a B.A. in Economics (Honors) from Colgate University and an MBA from Dartmouth’s Tuck School; his 40+ year insurance/financial services background spans senior leadership roles at ING Groep NV and Aetna, and a senior advisory post at Boston Consulting Group. He is designated a member of Enact’s Compensation Committee and is not independent due to his executive role at Genworth .

Past Roles

External Roles

Board Governance

• Committee assignments: Member, Compensation Committee; the committee met 6 times in 2024; chaired by independent director Debra W. Still, with members McInerney and Westley V. Thompson .
• Independence: Not independent (affiliated with controlling stockholder Genworth as CEO); Compensation Committee is majority independent but not fully independent under controlled company exemptions; equity awards for officers/directors are approved by the full Board until full independence is achieved .
• Attendance and engagement: All directors attended at least 75% of Board and Committee meetings in 2024; independent directors held regular executive sessions without management or affiliated directors .
• Controlled company and nomination rights: Genworth can designate at least two members to Enact’s Compensation Committee while it owns >50%; it holds broad approval/consent rights over major corporate actions, influencing board effectiveness and autonomy .

Fixed Compensation

Performance Compensation

Other Directorships & Interlocks

• Public company board: Genworth Financial, Inc. (President & CEO; Director since Jan 2013) .
• Interlocks within Enact’s board: Genworth’s CFO, Jerome T. Upton, serves on Enact’s Board (appointed Mar 1, 2023; nominee for re-election), reflecting Genworth’s nomination rights under the Master Agreement .
• Genworth’s committee designation rights: At >50% ownership, Genworth may designate at least two Compensation Committee members, embedding structural interlocks and potential influence over compensation oversight .

Expertise & Qualifications

• Deep insurance and financial services expertise; senior operating experience across global insurance and investment management; strategic advisory background .
• Education: B.A. Economics (Honors), Colgate University; MBA, Tuck School of Business at Dartmouth College .

Equity Ownership

Notes: “—” denotes no shares reported; “*” denotes less than 1% per proxy table formatting .

Governance Assessment

• Potential conflicts/RED FLAGS:

  • Not independent; serves as Genworth’s CEO while Genworth retains extensive consent rights over capital actions, debt issuance, equity grants, M&A >$50M, auditor changes, and board/committee sizes—constraining Enact’s board autonomy and heightening related-party exposure .
  • Compensation Committee not fully independent under controlled company exemption; Genworth may designate ≥2 members while owning >50%, and McInerney is a standing member—creating governance risk around executive pay and incentives oversight .
  • No Enact equity ownership or director compensation/DSUs—limited direct alignment with Enact minority shareholders; alignment is primarily through Genworth’s controlling stake .

• Mitigating factors/strengths:

  • Board reports 8 of 11 director nominees are independent; independent chair for the Board and independent chairs across committees; executive sessions held without affiliated directors .
  • Stock ownership guidelines require directors to hold equity equal to 5× annual cash retainer, with compliance/on-track status indicated; anti-hedging and anti-pledging policies in place for directors and NEOs .
  • Audit Committee oversees related person transaction policies and approval procedures; formal structures to review integrity, conflicts, and internal controls .

• Related-party transactions (monitor for pricing and service quality):

  • Shared Services Agreement with Genworth (amended & restated Feb 1, 2024) with annual charge caps: $7.5m (2024), $6.25m (2025), $5m (2026); services include IT and administrative support .
  • Investment management agreements with Genworth for Enact subsidiaries; fees paid to Genworth: $5.9m (2023) and $5.5m (2022) .
  • Tax Allocation Agreement (May 14, 2021) keeps Enact within Genworth’s consolidated tax group; provisions may require payments if group changes; Genworth responsible for certain joint/several liabilities .
  • Registration Rights Agreement permits Genworth to require Enact to file for resale offerings; Enact bears registration expenses (excluding underwriting discount/transfer taxes) .
  • Non-compete/non-solicit and information sharing arrangements under Master Agreement create enduring operational ties post-control, with specified exceptions .

• Net view for investors: McInerney’s affiliation with the controlling stockholder and zero Enact equity ownership present alignment and independence concerns; however, Enact’s board maintains majority independence, uses independent committee chairs, and enforces anti-hedging/pledging and ownership guidelines. Continued monitoring of related-party service pricing, committee independence, and Genworth’s consent/designation rights is warranted for governance risk control .