Westley Thompson
About Westley V. Thompson
Independent director of Enact Holdings, Inc. (ACT), age 71, serving since September 2021 and currently a member of the Compensation Committee; former President & CEO of M Financial Group with prior senior roles at Sun Life Financial U.S., Lincoln Financial Group, and CIGNA; B.A. from Brown University . The Board classifies Thompson as independent under Nasdaq rules; all directors who served in 2024 attended at least 75% of Board and applicable committee meetings; Enact has an independent Chair and independent directors meet in executive session regularly .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| M Financial Group | President & CEO; Director (M Financial Holdings Inc.) | 2017–2023 | Led life insurance company; retired in 2023 |
| Emerge.me, LLC | Founder & CEO (insurtech) | 2015–2017 | Founded insurtech platform |
| Sun Life Financial U.S. | President | 2008–2014 | Led U.S. business |
| Lincoln Financial Group | Executive roles | 1998–2008 | Senior executive positions |
| CIGNA Individual Insurance | Executive roles | 1994–1997 | Senior executive roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Constellation Insurance, Inc. | Director | Jul 2023–present | Current board seat |
| Majesco, Inc. (Nasdaq: MJCO) | Director | Sep 2016–Apr 2018 | Former public company directorship |
| Other public boards (current) | — | — | Zero current public company boards per nominee summary |
Board Governance
- Committee assignments: Compensation Committee member; committee met 6 times in 2024; Compensation Committee is not fully independent due to Genworth CEO (McInerney) serving, but Thompson and the chair (Still) are independent; equity awards for officers/directors are approved by the full Board until the committee is fully independent .
- Independence: Thompson is an independent director under Nasdaq rules .
- Attendance: All directors then serving met or exceeded 75% attendance in 2024; Board held 9 meetings; independent directors meet regularly without management .
- Board leadership: Independent Chair (Addesso); no Lead Director currently; independent directors hold executive sessions .
Fixed Compensation
| 2024 Director Compensation | Amount (USD) | Notes |
|---|---|---|
| Cash fees earned | $110,000 | Annual independent director cash retainer component |
| Stock awards (DSUs grant-date fair value) | $158,905 | DSUs granted under the 2021 Plan |
| Other compensation | $0 | No other 2024 director-specific cash/non-cash items indicated for Thompson |
| Total | $268,905 | Sum of cash and DSU grant-date value |
Additional program terms:
- Standard annual director retainer: $270,000 total ($110,000 cash; $160,000 DSUs); DSUs settle one year after board departure, accrue dividend equivalents; chair and committee chair cash retainers apply if applicable (Thompson is not a chair) .
- 2024 program update: Audit Chair cash retainer increased by $5,000 to $35,000; no other adjustments .
Performance Compensation
- Directors receive DSUs; no performance-based director equity (no PSUs/options for directors disclosed). No director performance metrics are tied to Thompson’s pay .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | 0 |
| Current private/other boards | Constellation Insurance, Inc. (Director, since Jul 2023) |
| Prior public company boards | Majesco, Inc. (2016–2018) |
| Potential interlocks/conflicts | Compensation Committee includes Genworth CEO (non-independent); Enact is a “controlled company” with Genworth nomination/committee designation rights under a Master Agreement . |
Expertise & Qualifications
- Executive leadership in insurance and insurtech (M Financial; Sun Life; Lincoln; CIGNA) and board experience; contributes insurance technology and finance insight to the ACT Board .
- Education: B.A., Brown University .
Equity Ownership
| Ownership Detail (as of dates noted) | Amount | Notes |
|---|---|---|
| Direct beneficial shares (Mar 19, 2025) | 5,000 | Voting/investment power listed |
| DSUs (Dec 31, 2024) | 25,128 | Rounded down to whole units |
| DSUs (Mar 19, 2025) | 25,272 | Listed separately as “Other Non-Management director Stock-Based Holdings” |
| Shares outstanding (Mar 19, 2025) | 151,391,312 | Basis for % calculations |
| Approx. direct ownership % | ~0.0033% | 5,000 ÷ 151,391,312; figures from |
| Stock ownership guidelines | Directors must hold ≥5x annual cash retainer; all directors are in compliance or on track . | |
| Anti-hedging/pledging | Directors prohibited from hedging or pledging Enact stock . |
Governance Assessment
- Strengths: Independent status; active participation on the Compensation Committee with six meetings in 2024; compliance with stock ownership guidelines; robust anti-hedging/anti-pledging and clawback policies support alignment and risk management; regular independent director executive sessions and independent Board Chair enhance oversight .
- Structural risks: Controlled company status grants Genworth extensive board/committee designation and consent rights; Compensation Committee not fully independent (includes Genworth CEO), with equity grants approved by full Board—this can temper perceived independence in pay decisions; Independent Capital Committee exists to protect minority shareholders on specified capital actions, but Genworth retains significant governance rights per Master Agreement .
- Attendance/engagement signal: Board met nine times in 2024; all directors met ≥75% attendance, indicating baseline engagement; Compensation Committee met six times, suggesting meaningful involvement in pay/succession/human capital oversight .
- Compensation reasonableness: Thompson’s 2024 director pay aligns with the standard program ($110k cash, ~$159k DSUs); no meeting fees or chair premiums; program stability (only audit chair cash increased) and DSU structure defers settlement to post-service, supporting long-term alignment .
- Conflicts/related-party transactions: No Thompson-specific related-party transactions disclosed; Audit Committee oversees related person transactions under a formal policy; broader Genworth-related service and trademark agreements are disclosed with caps/terms, but not tied to Thompson personally .
Overall, Thompson’s profile presents strong insurance/insurtech expertise and independent status with solid ownership alignment; the principal governance caution is Enact’s controlled-company structure and Genworth’s rights affecting committee composition and certain approvals, which investors should incorporate into board effectiveness and independence assessments .