Document

DEF 14A 1 a2022proxystatement.htm DEF 14A Document

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐			Preliminary Proxy Statement

☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒			Definitive Proxy Statement

☐			Definitive Additional Materials

☐			Soliciting Material under § 240.14a-12

Enact Holdings, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):


☒			No fee required.

☐			Fee paid previously with preliminary materials.

☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


			Who We Are Enact, through its subsidiaries, is a leading U.S. private mortgage insurance provider offering borrower-centric products that enable lenders and other partners across the U.S. to help people responsibly achieve and maintain the dream of homeownership. We take pride in our culture where employees are respected, heard, and empowered to do their best work. We enjoy working hard, learning as a team and celebrating our successes. Enact is headquartered in Raleigh, North Carolina. What We Do Building on a deep understanding of lenders’ businesses and a legacy of financial strength, we partner with lenders to bring best-in class service, leading underwriting expertise, and extensive risk and capital management to the mortgage process, helping to put more people in homes and keep them there. Why We Do It At Enact, we live our values of Excellence, Improvement, and Connection in all that we do. Our mission to help people get into and stay in their homes has a positive impact on our world and that inspires us to go the extra mile. We look at the bigger picture, always considering our customers’ processes and their borrowers’ experience. By empowering customers and their borrowers, we seek to positively impact the lives of those in the communities in which we serve in a sustainable way.


Letter from Dom and Rohit March 28, 2022 Dear Stockholder,

You are invited to attend the 2022 Annual Meeting of Stockholders of Enact to be held virtually at 11:00am Eastern Time on Thursday, May 12, 2022. The Annual Meeting will include voting on the matters set forth in the accompanying Notice of 2022 Annual Meeting of Stockholders and Proxy Statement, and discussion and/or voting on any other business matters properly brought before the meeting. Whether or not you plan to attend the 2022 Annual Meeting of Stockholders, you can ensure that your shares are represented at the meeting by promptly submitting your proxy by telephone, Internet or by completing, signing, dating, and returning your proxy card. Continued strong performance following a successful initial public offering We are very pleased with Enact’s strong operating results in 2021, especially as the economy and housing market continued to recover from the COVID-19 pandemic. Enact delivered adjusted operating income of $551 million (net income of $547 million) and a Return on Equity of 13.7% for the full year. Additionally, in the fourth quarter of 2021, we reported one of our strongest regulatory balance sheets with consolidated regulatory capital of $4.4 billion (which includes a statutory contingency reserve of $3.0 billion) and an associated consolidated risk-to-capital ratio of 12.2:1, and our delinquency rate is the lowest it’s been during the pandemic. We also wrote one of the largest new insurance written books in the history of our business at $97 billion. Continued progress against our strategy Since January 2021, we have focused our efforts on executing a successful initial public offering. On September 15, 2021, Enact became a publicly traded company on Nasdaq at $19.00 per share. Following our IPO, our flagship operating subsidiary received upgrades to its credit ratings from Fitch, Moody’s, and S&P. Improved credit ratings make us a stronger counterparty for our customers and the Government Sponsored Entities (“GSEs”) and create greater opportunity for us to pursue new business opportunities. In the fourth quarter of 2021, we issued our first special cash dividend of $200 million, or $1.23 per common share to stockholders. Our strong balance sheet and robust cash flows position Enact to pursue a balanced capital allocation strategy that supports our policyholders while allowing us to invest in our business and return capital to stockholders.			Dominic J. Addesso Independent Chairperson of the Board Rohit Gupta President and Chief Executive Officer

Thank you to Enact employees 2021 has been another successful year for Enact, but it would not have been possible without the outstanding efforts of our employees. Through their agility, dedication, and willingness to support each other and provide excellent service to our customers, we were able to successfully and safely navigate another year impacted by the COVID-19 pandemic. Please join us in extending our sincerest thanks to each of them for their focus and commitment to getting people in homes and helping them stay there. As we move forward, we will continue to be prepared for a variety of economic and performance scenarios in our business. We will continue to execute diligently against our plans to further strengthen our financial position and maximize long-term stockholder value. We look forward to keeping you updated on our progress, and thank you for your investment in and support of Enact. Cordially,



Dominic Addesso Chairperson of the Board			Rohit Gupta President, Chief Executive Officer & Director

2022 PROXY STATEMENT 3

Notice of 2022 Annual Meeting of Stockholders

Date and Time

Thursday, May 12, 2022,

at 11:00 a.m. ET

Location

www.virtualshareholder

meeting.com/ACT2022

Who Can Vote

Stockholders of record at the close of business on March 14, 2022

Voting Items

Proposals

Board Vote

Recommendation

For Further

Details

1. Election of Eleven Director Nominees Named in this Proxy Statement

FOR each nominee

Page 16

2. Advisory Vote on the Frequency of Future Votes to Approve Named Executive Officer Compensation

1 YEAR

Page 41

3. Advisory Vote to Approve Named Executive Officer Compensation

FOR

Page 42

4. Ratification of Selection of Independent Registered Public Accounting Firm

FOR

Page 65

Stockholders will also discuss and vote on such other business as may properly be presented at the 2022 Annual Meeting of Stockholders.

In accordance with the U.S. Securities and Exchange Commission rule, we are furnishing this Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2021 (“2021 Annual Report”) to many of our stockholders solely over the Internet. We believe posting these materials on the Internet enables us to provide stockholders with the information more quickly. In addition, it lowers the cost of printing and reduces the environmental impact of our 2022 Annual Meeting of Stockholders. The Notice of Internet Availability of Proxy Materials sent to our stockholders explains how to access the proxy materials online, vote online, and if desired obtain a paper copy of our proxy materials.

We encourage you to participate in the 2022 Annual Meeting of Stockholders. You may vote by telephone, through the Internet, or by mailing your completed and signed proxy card (or voting instruction form, if you hold your shares through a broker, bank, or other nominee). Each share of common stock issued and outstanding as of the record date is entitled to one vote on each matter to be voted upon at our 2022 Annual Meeting of Stockholders. Your vote is important and we encourage you to vote.

This Notice, the Proxy Statement, our 2021 Annual Report, and proxy card are being made available or mailed to stockholders on or about March 28, 2022.

Cordially,

Evan S. Stolove

Secretary

How to Vote

Internet

www.proxyvote.com

Telephone

1-800-579-1639

E-mail

sendmaterial@ proxyvote.com

Mail

You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.



Important Notice Regarding the Availability of Proxy Materials for the 2022 Annual Meeting of Stockholders to be Held on May 12, 2022 Enact’s Notice of 2022 Annual Meeting of Stockholders, Proxy Statement, and 2021 Annual Report are Available, Free of Charge, at: www.proxyvote.com

4 ENACT

Table of Contents


Letter from Do m and Rohit			3

Notice of 2022 Annual Meeting of Stockholders			4

Enact Business Overview			6

Proxy Summary			11

Enact Board of Directors			16

PROPOSAL 1 Election of Directors			16

Nominees			17
How We Select Our Directors			24
Director Independence			25

Enact Corporate Governance			26
Governance Principles			26
Board Oversight of Strategy			26
Board Leadership Structure			26
Meetings of Independent Directors			27
Meeting Attendance			27
Board Responsibilities			27
Board Policies and Processes			39
Compensation of Directors			39

PROPOSAL 2 Advisory Vote on the Frequency of the Advisory Vote on Executive Compensation			41

Executive Compensation			42

PROPOSAL 3 Advisory Vote to Approve Named Executive Officer Compensation			42

Compensation Discussion and Analysis			43
Named Executive Officers			43
2021 Corporation Performance			44
Compensation Philosophy			45


Key Governance Practices			45
Compensation Decision-Making Process			46
Key Compensation Program Elements			47
Other Key Compensation Governance Policies			52
Report of the Compensation Committee			53
Executive Compensation Tables			54
2021 Summary Compensation Table			54
Grants of Plan-Based Awards			55
Outstanding Equity Awards at 2021 Fiscal Year-End Table			57
Non-Qualified Deferred Compensation			59
Potential Payments upon Termination or Change of Control			60

Audit Matters			65

PROPOSAL 4 Ratification of Selection of Independent Registered Public Accounting Firm			65

Approval of Audit and Non-Audit Services			66
Auditor Fees			66
Report of the Audit Committee			67

Information About Our Stock			68
Ownership of Enact Common Stock			68

Questions and Answers about the 2022 Annual Meeting and Proxy Voting			70

Other Information			74
Voting			74
Meeting Admission			74
2021 Annual Report			74
Date of Distribution			74
Internet Availability of Proxy Materials			74



Certain statements in this proxy statement, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may appear throughout this report. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements, including the risks and uncertainties set forth in our 2021 Annual Report for the year ended December 31, 2021. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. In addition, our environmental, social and governance (“ESG”) goals are aspirational and may change. Statements regarding our goals are not guarantees or promises that they will be met. Finally, websites provided throughout this document are provided for convenience only, and the content on the referenced websites does not constitute a part of this Proxy Statement and is not incorporated herein by reference.

2022 PROXY STATEMENT 5

Enact Business Overview

Enact Holdings, Inc. (the “Corporation,” “Enact,” “we,” “our” and “us”), through our operating subsidiaries, is a leading private mortgage insurance provider serving the United States housing finance market with a mission to help people buy a house and keep it their home. We operate in all 50 states and the District of Columbia, have long-tenured customer relationships with mortgage lenders, and are focused on underwriting excellence and prudent risk and capital management practices. We believe our operating and technological capabilities ensure a superior customer experience and drive new business volume at attractive risk-adjusted returns. For the full year ended December 31, 2021, we generated new insurance written (“NIW”) of $97 billion and our 2021 market share was approximately 16.5%.

Our 2021 business strategies were to 1) maintain and prudently manage capital, 2) write profitable new business; and 3) drive strategic initiatives, including but not limited to executing our successful initial public offering (“IPO”), maintaining and developing strong customer relationships, strategically investing in technologies, and remaining engaged with the regulatory landscape to promote the importance of the private mortgage insurance industry.

While COVID-19 continued to impact our business and financial results, we successfully executed on our 2021 priorities as follows:



Maintain and prudently manage capital						•As of December 31, 2021, maintained excess PMIERs capital of $2.0 billion, representing a PMIERs sufficiency ratio of 165% above published PMIERs requirements •Paid a special cash dividend of $200 million to stockholders •Executed approximately $1.4 billion of incremental credit risk transfer transactions. •92% of our risk in force (“RIF”) is covered by credit risk transfers


Write profitable new business						•Insurance in force rose to a record $227 billion on $97 billion of NIW •Executed on our commitment to build our book with high-quality and prudently priced business, and did so with 2021 new business pricing yielding low to mid-teen returns •Enabled 317,000 individuals and families to get into homes through purchase or refinance transactions and helped another 35,000 individuals and families stay in their homes through the pandemic and its economic challenges


Drive Strategic Initiatives						•Executed a successful IPO, that generated approximately $600 million of proceeds to our Parent, Genworth Financial. Inc. (“Genworth” or “Parent”), for debt retirement, drove Enact upgrades at all three rating agencies, and otherwise enhanced our ability to realize the full growth potential of our business •Served over 1,800 active customers including all of the top 20 mortgage originators •Reactivated our relationship with a key customer, continued to deepen existing relationships, and develop new ones •Further differentiated our value proposition and invested in areas such as machine learning, data analytics, and modeling to ensure customers receive an experience tailored to their needs •Continued to work with Capitol Hill, the administration, trade groups, and consumer advocates to drive solutions that increase the accessibility, affordability, and sustainability of home ownership

6 ENACT

ENACT BUSINESS OVERVIEW

Sustainability Initiatives: Our ESG Commitment

Enact has a longstanding and broad history of good corporate citizenship. We have long been focused on sustainability issues and they have been a key component of our values. In order to enhance long-term value creation for our stakeholders, sustainability issues are also increasingly integrated with our business strategy. As such, we have formed our first cross-functional ESG working group, overseen by our CEO and CFO. Our Board of Directors (“Board” or “Board of Directors”) has also implemented formal oversight of our ESG strategy. We will bring a thoughtful and intentional approach to our ESG efforts, and will be performing our first materiality assessment later this year to more formally determine the ESG issues most important to our stakeholders – including policyholders, consumers, employees, stockholders, and the broader community. We are committed to transparency and expect to publish our inaugural Sustainability Report, prior to or in concert with our 2022 proxy statement.

For more information regarding our sustainability commitment, please refer to our Parent’s sustainability report on Genworth’s Sustainability site as we continue to participate in our Parent’s sustainability efforts including Genworth’s Investments in ESG. Additionally, please review our sustainability efforts below that are critical to the creation of long-term value for our stakeholders and provide a robust foundation upon which we will build our ESG Platform.



			Pandemic Response


Our People & Our Community			Transitioned all employees to remote work (except for a core essential services team) and permitted flexible work schedules. In March 2022, we reopened our office and employees are allowed to enjoy a hybrid work environment, with a mix of days in the office and remote work. We provided and continue to offer unlimited time-off for either illness (personal or family) or to address special circumstances arising from COVID-19 (child care and virtual learning), we granted a one-time payment to purchase equipment/supplies for home office set-up, and we provided a monthly stipend to employees for internet service. Additionally, we provided access to COVID-19 medical resources, including free telemedicine visits and testing, increased the number of eligible appointments available through our Employee Assistance Program (“EAP”), and offered virtual fitness classes and weekly mindfulness sessions to help employees to cope with stress. Over 27 organizations benefited from COVID-19 relief funding, totaling more than $218,000, from the Genworth Foundation, consisting of both Genworth and Enact employee contributions.


			Our Purpose


Enabling Home Ownership			In 2021, our insurance products helped nearly 317,000 individuals and families either achieve the dream of homeownership or refinance a home. We also provided nearly 2,500 homeowners with access to Home Suite Home® coverage, a product designed to (1) help borrowers defray costs associated with owning a home, and (2) mitigate losses due to an unexpected financial event. Our Homeowners Assistance group helped more than 35,000 individuals and families, particularly those financially impacted by COVID-19, to avoid foreclosure and remain in their homes. Further, we delegated all nationwide COVID-19 loss mitigation programs to servicers to enable assistance to families in need more quickly. To assist first time home buyers, we (1) published research compiled by our Chief Economist to provide additional insight for lenders into the challenges facing first-time homebuyers; and (2) provided 275 First-Time Homebuyer Kits to help lenders effectively educate these buyers on the purchase process and the demands of homeownership.

2022 PROXY STATEMENT 7

ENACT BUSINESS OVERVIEW



			Governance


Sustainability Governance			The Nominating and Corporate Governance Committee of Enact’s Board oversees ESG practices and periodically reviews our corporate social responsibility efforts. Oversight of our enterprise risk management practices has been delegated to the Board’s Risk Committee, while oversight of compliance with relevant legal and regulatory requirements has been delegated to the Board’s Risk and Audit Committees. These controls are foundational components of our sustainability platform. During 2021, we formed a diverse and cross-functional team to drive our ESG efforts with oversight from our CEO and CFO, along with the Nominating and Corporate Governance Committee. This team includes representatives from key functions including investor relations, legal, human resources, risk and compliance. See also the “Enact Corporate Governance” section later in this document.


Data Security			Enact utilizes a suite of information technology (“IT”) security controls that are fully functional whether work is performed within Enact facilities or from alternate locations, including from the homes of our employees. These IT security controls include, but are not limited to, Virtual Private Network (VPN) access, full-disk encryption, multi-factor authentication, 16-character passwords, screensaver timeouts, Data Loss Prevention (DLP), antivirus/antimalware, off-network proxy (to limit and restrict web browsing when not connected to VPN), personal firewalls, and routine patch management. These initiatives are augmented by monthly IT Security Awareness training. For additional protection, we have instituted a Limited Access Protocol to Data, which ensures that only designated personnel with demonstrated business needs are able to access sensitive customer information. As a further precaution, this access is closely monitored and reviewed at regular intervals. In addition, data is regularly deleted in compliance with our Data Retention Policies, to lessen the risk in the unlikely event of a data breach. Enact engages in annual tabletop data breach exercises to test our policies and procedures. Our security controls are reviewed regularly both by internal and external parties, including commercial/ institutional customers, regulators, and penetration testers. In addition, our Risk Committee is responsible for overseeing cybersecurity risk and is regularly updated by Enact management.


			Diversity, Equity, & Inclusion


People:			Launched intensive diversity, equity, and inclusion training, including a multi-course curriculum to heighten employee awareness of unconscious bias, and, in conjunction with our parent, initiated a quarterly diversity and inclusion newsletter. Conducted the first in a series of planned conversations with employees about racial injustice. Recognized “Juneteenth” as an official Corporate holiday. In conjunction with our Parent, recognized by The Human Rights Campaign as one of the Best Places to Work for LGBTQ Equality, achieving a perfect score.


Community:			Combined, Genworth and Enact contributed over $50,000 in support of two organizations advancing social justice – Operation Hope and the Lawyers Committee on Civil Rights Under the Law. Leading the effort to train students at Historically Black Colleges and Universities in mortgage finance roles through Enact’s new Mortgage Industry Development Program (“MIDP”). Launched the “Face of the Future” Scholarship program, which grants seven $2,500 scholarships to high school seniors in Wake County and Durham County who identify as Black, Indigenous, and People of Color (“BIPOC”). Created an internal audit board of diverse individuals to periodically review external or customer-facing materials for cultural sensitivity.

8 ENACT

ENACT BUSINESS OVERVIEW



			Environment


Carbon Disclosure Project (CDP)			Enact has participated in Genworth’s CDP submission where Genworth achieved a “B” (Management) score on our 2021 CDP submission (which reflects 2020 activity). Our printers are default set to avoid unnecessary color printing and drive 2-sided printing. We have also chosen to print our 2021 Annual Report and 2022 Proxy Statement on paper certified by the Forest Stewardship Council (“FSC”) ensuring products come from responsibly managed forests that provide environmental, social, and economic benefits. Enact’s Raleigh-based headquarters building is Gold LEED certified: •Uses 30% less water than buildings of similar size •Includes occupancy sensors in all offices and conference rooms and lighting timers for all common areas that collectively help reduce energy usage by 25% •Incorporates a Building Management System to optimize our HVAC system and reduce our CO2 output


Investments: ESG Integration			Management of our investment portfolio has been delegated by our Board of Directors to our Parent’s investment committee and Chief Investment Officer. Our Parent’s investment team, with oversight from our Board of Directors and our senior management team, is responsible for the execution of our investment strategy. Our approach to managing investments is aligned with our fiduciary responsibility to strive to fulfill promises to our policyholders to be there when they need us most – a core tenet of our sustainability platform. We have integrated ESG considerations into our overall investment strategy. Among other things, Genworth’s Investments ESG Committee reviews investment strategies and risks to inform ultimate decisioning by the Genworth Investment Committee. Enact holds more than $80 million of green, social, and sustainability-linked bonds.


			Community Outreach


Community:			Through the Genworth Foundation, which we share with our Parent, Genworth Financial, Inc., we have funded the work of non-profit organizations aligned with the mission of our business platform to support affordable housing and address homelessness, along with organizations that support disaster relief efforts and those with which our employees primarily engage. The Genworth Foundation awarded grants and other funding, totaling over $1 million in 2021, more than $244,000 of which supported philanthropic initiatives identified by Enact. The Foundation also contributed over $526,000 in matching gifts, employee volunteer rewards, and other service donations (over $106,000 of which was attributed to engagement by Enact employees). Enact employees raised funds to distribute care packages to Meals on Wheels program recipients in the Raleigh, North Carolina area; participated in new home builds nationwide with Habitat for Humanity and volunteered at the Food Bank of Central & Eastern North Carolina. Including matching gifts, Enact employees donated over $234,000 to non-profit organizations globally. Employees are encouraged to participate in volunteer activities and are granted 40 hours of volunteer time off annually. Despite the impact of the pandemic, in 2021 employees volunteered approximately 893 hours (through both virtual and in-person service activities). Pre-pandemic, Enact employees averaged over 3,000 volunteer hours annually.

2022 PROXY STATEMENT 9

ENACT BUSINESS OVERVIEW

Human Capital Management

We are committed to helping families and employees become more financially secure, self-reliant, and prepared for the future. We take a holistic approach to human capital management, including attracting and retaining talent with comprehensive benefits and compensation packages, providing professional development and learning opportunities, facilitating access to dedicated resources that foster an equitable and inclusive environment, and encouraging a sincere commitment to community service and involvement. Some of our key areas of focus include:

•Our compensation package, including salary, incentive bonus, and long-term incentives, aligns employee and stockholder interests, as well as rewards our employees for serving all of our current and future policyholders

•In addition to a competitive compensation program, we also offer our employees benefits such as life and health insurance, paid time off, paid parental leave, financial planning, and a retirement savings plan

•We offer a multitude of professional development and career enrichment courses, including in the areas of leadership, professional skills training and industry-specific matters, as well as tuition reimbursement benefits to aid career progression

•Our cultural and demographic-based employee resource groups help to build an inclusive culture through company-wide events, participation in our recruitment efforts and providing valuable input into our hiring strategies. We continue to focus on building a pipeline of talent to create more opportunities for workplace diversity and to support greater representation within our Corporation

•We champion civic engagement through paid volunteer time for our employees, event sponsorship programs, employee-directed charitable gifts, and our commitment to environmental sustainability

As of December 31, 2021, we employed approximately 500 full-time and part-time employees. None of our employees are subject to collective bargaining agreements.

10 ENACT

Proxy Summary

This summary highlights information for Enact and certain other information contained in this proxy statement (“Proxy Statement”) for Enact’s 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”). This summary does not contain all of the information you should consider, and you should read the entire Proxy Statement carefully before voting.



ITEM 1
Election of Directors


The Board recommends a vote FOR each director nominee.			See page 16

Our Director Nominees

The table below sets forth information about our eleven director nominees, each of whom is an incumbent member of the Enact Board, including their ages, length of service on our Board and relevant experience. The Board has determined that eight of the eleven nominees are independent directors under the Nasdaq Stock Market, LLC (“Nasdaq”) Exchange listing requirements.


		Director Since	Other Public Company Boards	Committee Membership
Name and Primary Occupation	Age			A	C	N	R	ICC
Dominic J. Addesso* Former CEO of Everest Re Group, Ltd.	68	2021	0
Michael A. Bless Former CEO of Century Aluminum Company	56	2022	1
John D. Fisk Former CEO of FHLBanks Office of Finance	65	2021	1
Rohit Gupta President and CEO of Enact Holdings, Inc.	47	2021	0
Sheila Hooda CEO and President of Alpha Advisory Partners	64	2021	2
Thomas J. McInerney President and CEO of Genworth Financial, Inc.	65	2021	1
Robert P. Restrepo Jr. Former Chairman and President and CEO of State Auto Financial Corporation	71	2021	2
Daniel J. Sheehan IV EVP, CFO & CIO of Genworth Financial, Inc.	56	2021	0
Debra W. Still President and CEO of Pulte Financial Services, Inc.	69	2021	1
Westley V. Thompson President and CEO of M Financial Group	68	2021	0
Anne G. Waleski Former EVP and CFO of the Markel Corporation	55	2021	1

Audit

Nominating and Corporate Governance

Chairperson

Compensation

Risk

Member

ICC

Independent Capital

Independent Chairperson of the Board

2022 PROXY STATEMENT 11

PROXY SUMMARY

Director Nominee Attributes


Independence	Age	Gender	Race/Ethnicity
73%	62.2 Years	27%	27%
Independent	average	Female	Diverse

Board of Directors Diversity Matrix

Enact is required under Nasdaq’s Board Diversity Rule to publicly disclose self-identified diversity statistics of our Board within one year from the date of listing. Since our IPO was after August 6, 2021, the inclusion of this information is not required in our proxy but we have chosen to make the disclosure here, as opposed to disclosing the information later in the year.


Board Diversity Matrix (As of March 28, 2022)
Board Size
Total Number of Directors	11
	Female	Male	Non-Binary	Did not Disclose Gender
Gender:
Directors	3	8	0	0
Demographic Background:
African American or Black	0	1	0	0
Alaskan Native or Native American	0	0	0	0
Asian	1	1	0	0
Hispanic or Latinx	0	0	0	0
Native Hawaiian or Pacific Islander	0	0	0	0
White	2	6	0	0
Two or More Races or Ethnicities	0	0	0	0
LGBTQ+	0
Did Not Disclose Demographic Background	0
Persons with Disabilities	0

12 ENACT

PROXY SUMMARY

Governance Highlights/Best Practices

Board Independence and Composition

Three Board Committees are 100% independent and the rest are majority independent

Independent Chairperson

4 of 5 Committees have Chairpersons that are diverse

Board Performance

All 2021 Directors attended at least 75% of meetings held in 2021

Independent Directors meet regularly in executive sessions without management or affiliated directors

Annual Board and Committee self-evaluations will be completed in 2022 and annually afterwards

Stockholder Rights

Annual election of all Directors

Stockholders holding at least 50% of outstanding common stock have ability to call Special Meeting

No Poison Pill

Policies, Programs and Guidelines

Anti-Hedging and Anti-Pledging Policies for Directors and Named Executive Officers

Directors and Executives are subject to Code of Ethics

Insider Trading Policy

Clawback Policy

Related Person Transaction Policy

Disclosure Policy (a/k/a Reg FD Policy)

Director Nominee Qualifications

9/11

10/11

8/11

President/CEO

Capital Markets/Investments

Rating Agency

5/11

11/11

7/11

CFO

Risk Management

IT/Cybersecurity

10/11

7/11

Public Company Board Experience

Regulatory/Public Policy

Mortgage/Financial

services

10/11

5/11

Insurance/Re-insurance

Marketing



ITEM 2
Advisory Vote on the Frequency of Future Advisory Votes to Approve Name Executive Officer Compensation


The Board of Directors recommends that stockholders vote FOR the option of “1 year” as the frequency with which stockholders will be provided future advisory votes to approve named executive officer compensation, as disclosed pursuant to the compensation disclosure rules of the SEC.			See page 41

2022 PROXY STATEMENT 13

PROXY SUMMARY



ITEM 3
Advisory Vote to Approve Named Executive Officer Compensation


The Board recommends that stockholders vote FOR this proposal.			See page 42

Executive Compensation Highlights

Compensation Program Features

Prior to Enact’s IPO, Enact’s business operated as a division of Genworth. As a result, Enact’s compensation programs for 2021 were significantly influenced by the Parent’s programs. Enact’s compensation programs and policies following the IPO reflect Enact’s decision to generally maintain the Parent’s compensation philosophy with elements of compensation revised as appropriate during the normal compensation cycles in 2022. The Enact compensation programs and policies for 2021 are more fully described below in the Compensation Discussion and Analysis section.

Our 2021 annual compensation program for named executive officers (“NEOs”) consisted of the following key elements: base salary, annual incentive, and long-term incentive.

2021 CEO Target Compensation

2021 Average Other NEO Target Compensation

14 ENACT

PROXY SUMMARY

Funding Outcomes for Annual Incentive Program Metrics

The metrics shown below were used to determine performance for our 2021 Annual Incentive Program. The percentages shown reflect the ultimate funding rate as a percentage of target, where maximum funding for each metric was 150%. Please see the Annual Incentive section on page 47 for detailed information about these metrics and their targets, as well as each NEO’s scorecard and how these metrics factored into their 2021 annual incentive awards.

Funding Percentages of Financial Objectives

Net Operating Income

Unlevered Operating Return on Equity

Funding Percentages of Strategic Objectives

Loss Management

Market Share & Pricing

Execute Successful IPO



ITEM 4
Ratification of Independent Registered Public Accounting Firm


The Board recommends that stockholders vote FOR this proposal.			See page 65

2022 PROXY STATEMENT 15

Enact Board of Directors



PROPOSAL 1
Election of Directors

Currently, eleven directors serve on our Board of Directors, the terms for whom all expire at the 2022 Annual Meeting. At the 2022 Annual Meeting, eleven directors are to be elected to hold office until the 2023 Annual Meeting of Stockholders and until their successors have been duly elected and qualified or until the earlier of their resignation or removal in a manner provided for in the Corporation’s Amended and Restated Bylaws. Working through its Nominating and Corporate Governance Committee, our Board of Directors continually evaluates the optimal size for the Board and will continue to evaluate Board composition.

The eleven nominees for election at the 2022 Annual Meeting are listed on pages 17–22 with brief biographies, a list of their current committee memberships and descriptions of their qualifications and skills to serve as our directors. See the Board of Directors and Committees—Board Composition section below for a description of how our directors’ blend of backgrounds benefits our Corporation. The Board has determined that eight of the eleven nominees are independent directors under the Nasdaq listing requirements and our Governance Principles, which are discussed below in the Corporate Governance section.

All of the nominees named in this Proxy Statement have been nominated by our Board to be elected by holders of our common stock. We are not aware of any reason why any nominee would be unable to serve as a director. If a nominee for election is unable to serve, the shares represented by all valid proxies will be voted for the election of any other person that our Board of Directors may nominate as a substitute, the size of the Board may be decreased, or the Board may decide to leave a vacancy.



			The Board of Directors recommends that stockholders vote FOR the election of Mr. Addesso, Mr. Bless, Mr. Fisk, Mr. Gupta, Ms. Hooda, Mr. McInerney, Mr. Restrepo, Mr. Sheehan, Ms. Still, Mr. Thompson, and Ms. Waleski.

16 ENACT

ENACT BOARD OF DIRECTORS

Nominees

Director Bios (Director skills icons are defined on Page 23)


Dominic J. Addesso			Former CEO Everest Re Group, Ltd.



Independent Director Board of Directors (Chairperson) Committee(s): Independent Capital Age: 68 Director Since: September 2021									BACKGROUND Dominic Addesso has served as independent Chairman of ClearView Risk Holdings LLC since January 2021. Mr. Addesso has served as Non-Executive Chairman of BMS RE and as a director of BMS Group Ltd since 2020. In addition, Mr. Addesso has served as a director of Core Specialty Insurance Holdings, Inc., a private equity-based spin off from StarStone, since December 2020. Mr. Addesso also serves in an executive advisory role with the Amynta Group and its subsidiaries. From May 2009 to December 2019, Mr. Addesso served in various leadership roles with Everest Re Group, Ltd. (NYSE: RE), a reinsurance and insurance provider, including as CEO from January 2014 to December 2019. Prior to joining Everest, Mr. Addesso served as Senior Vice President, Financial Products and then later President U.S. Regional Markets for American Re-Insurance Company from November 1997 to May 2009. In addition, Mr. Addesso also served in various roles with Selective Insurance Group, Inc. from 1978 to 1997, including as Chief Financial Officer from 1983 to 1993. Mr. Addesso began his career at KPMG where he also obtained his CPA designation. Mr. Addesso holds a B.A. in Accounting from the University of Notre Dame.


									QUALIFICATION Mr. Addesso has over 43 years of experience in insurance, re-insurance, and financial services, and coupled with his experience as a director of several private entities, Mr. Addesso provides the Board with greater insight into insurance, financial and risk oversight matters.


Michael A. Bless			Former CEO Century Aluminum Company



Independent Director Committee(s): Risk Age: 56 Director Since: March 2022									BACKGROUND Michael A. Bless has served as Special Advisor to the CEO and the Board of Directors of Century Aluminum Company (Nasdaq: CENX), a US-based producer of primary aluminum, since July 2021. Mr. Bless served as Century's President and CEO from November 2011 to July 2021, and he was a member of Century's Board of Directors from December 2012 to July 2021. Mr. Bless also served as Century's Executive Vice President and CFO from 2006 to November 2011. Prior to Century, Mr. Bless worked for the investment firm of M. Safra & Co., Inc. from 2005 to 2006. Mr. Bless also served as the CFO of Maxtor Corporation (NYSE: MXO) in 2004, and Rockwell Automation, Inc. (NYSE: ROK) from 2001 to 2004, holding several other leadership positions with Rockwell. Mr. Bless began his career as an investment banker with Dillon, Read & Co. Inc. from 1987 to 1997. He holds an A.B. degree in history from Princeton University. Mr. Bless also has served as an independent director of CNA Financial Corporation (NYSE: CNA), where he is chair of the Compensation Committee, since 2017. He served as an independent director of Simpson Manufacturing Company (NYSE: SSD) from 2017 to 2021.


									QUALIFICATION Mr. Bless brings a deep understanding of corporate finance to the Board, having spent over twenty years in financial roles, including serving as the CFO of three public companies and the Chief Executive Officer of Century Aluminum Company. He also has experience as a director of two public companies.

2022 PROXY STATEMENT 17

ENACT BOARD OF DIRECTORS


John D. Fisk			Former CEO of FHLBanks Office of Finance



Independent Director Committee(s): Independent Capital and Risk (Chairperson) Age: 65 Director Since: September 2021									BACKGROUND John D. Fisk has served as a director of AGNC Investment Corp. (Nasdaq: AGNC) since 2019. Mr. Fisk retired in March 2019 as the CEO of the FHLBanks Office of Finance, a division of the Federal Home Loan Banks that issues and services all debt securities for the regional Federal Home Loan Banks, supporting borrowings of $1 trillion. Mr. Fisk had previously served as the Deputy Managing Director and Chief Operating Officer of the FHLBanks Office of Finance from 2004 until 2007 when he became the CEO. Prior to joining the FHLBanks Office of Finance, Mr. Fisk was the Executive Vice President of Strategic Planning at MGIC Investment Corporation, one of the nation’s largest providers of mortgage insurance, from 2002 until 2004. Mr. Fisk holds an M.B.A. in Finance and Public Management from The Wharton School at the University of Pennsylvania and a B.A. from Yale University.


									QUALIFICATION Mr. Fisk has over 35 years of finance experience, specifically within the mortgage insurance and home lending spaces. His experiences there and as a director of a public company provide the Board with insight into real estate finance and public company operations.


Rohit Gupta			President and CEO of Enact Holdings, Inc.



Age: 47 Director Since: March 2013									BACKGROUND Rohit Gupta has served as our President and CEO since March 2013, and as one of our directors since March 2013 and as Chairperson of our Board of Directors from July 2020 to September 2021. Mr. Gupta is also the current President and CEO for EMICO, a role he assumed in May 2012. Mr. Gupta joined EMICO in 2003 and, prior to serving as our President and CEO, Mr. Gupta held roles of increasing responsibility, including serving as EMICO’s Chief Commercial Officer and Senior Vice President of Products, Intelligence, and Strategy. Prior to that, Mr. Gupta held both marketing director and senior product manager roles with GE Capital from 2000 to 2003. Mr. Gupta began his career with FedEx Corporation in Strategic Marketing, where he was responsible for competitive intelligence and market analysis supporting FedEx senior management. Mr. Gupta serves on the boards of the Mortgage Bankers Association Residential Board of Governors and the Housing Policy Executive Council. He also served as Chairperson and remains a board member of the U.S. Mortgage Insurers trade association and served on the board of Genworth Canada from June 2016 to December 2019. Mr. Gupta received an undergraduate degree in Computer Science & Technology from Indian Institute of Technology and an M.B.A. in Finance from University of Illinois at Urbana Champaign.


									QUALIFICATION Mr. Gupta offers insight into our Corporation from his current role as the President and CEO. He also brings extensive experience in the housing and insurance industries from his roles at Enact and the Housing Policy Executive Council and Mortgage Bankers Association.

18 ENACT

ENACT BOARD OF DIRECTORS


Sheila Hooda			CEO and President of Alpha Advisory Partners



Independent Director Committee(s): Nominating and Corporate Governance (Chairperson) and Audit Age: 64 Director Since: September 2021									BACKGROUND Sheila Hooda is the CEO and President of Alpha Advisory Partners, which she founded in 2013 and advises on strategy, turnaround and transformation, customer centricity and digital business models for companies in the financial and business services sectors. Prior to founding Alpha Advisory Partners in 2013, she served as the global head of strategy and business development in the Financial & Risk division, Investors segment at Thomson Reuters, and earlier as senior managing director in strategy, M&A and corporate development roles at TIAA. Ms. Hooda previously was managing director in the Global Investment Banking Division at Credit Suisse, and prior leadership roles include Bankers Trust, Andersen Consulting and McKinsey & Co. Ms. Hooda holds a B.S. in Mathematics from Savitribai Phule Pune University, a PGDM in management from Indian Institute of Management, Ahmedabad and an M.B.A. from the University of Chicago Booth School of Business. Ms. Hooda has served on the board of Mutual of Omaha Insurance Company since March 2016, where she is the chair of its risk committee and member of its compensation and evaluation committee and ScION Tech Growth I (Nasdaq: SCOA) since December 2020, where she is the chair of the audit committee and ScION Tech Growth II (Nasdaq: SCOB) since February 2021, where she is the chair of the audit committee. She previously served on the board of Virtus Investment Partners (Nasdaq: VRTS) from 2016 to 2020, where she was a member of its audit and risk & finance committees and on the Board of Directors of ProSight Global, Inc. (NYSE: PROS) from 2019 to August 2021, where she was chair of the nominating & governance committee and a member of the audit committee and the human resources committee.


									QUALIFICATION Ms. Hooda brings deep experience in strategy, management and corporate development and governance in the financial services sector. She has also served as a director of multiple entities and brings insight into business development, strategy, finance, and governance.

SEC Form DEF 14A filed by Enact Holdings Inc.