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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/29/24 Genworth Financial Inc. 10-K 12/31/23 217:65M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 14.39M
2: EX-10.40 Material Contract HTML 118K
3: EX-10.41 Material Contract HTML 117K
4: EX-21 Subsidiaries List HTML 66K
5: EX-23 Consent of Expert or Counsel HTML 59K
6: EX-24 Power of Attorney HTML 64K
11: EX-97 Clawback Policy re: Recovery of Erroneously HTML 74K
Awarded Compensation
7: EX-31.1 Certification -- §302 - SOA'02 HTML 63K
8: EX-31.2 Certification -- §302 - SOA'02 HTML 63K
9: EX-32.1 Certification -- §906 - SOA'02 HTML 61K
10: EX-32.2 Certification -- §906 - SOA'02 HTML 61K
17: R1 Cover Page HTML 130K
18: R2 Consolidated Balance Sheets HTML 206K
19: R3 Consolidated Balance Sheets (Parenthetical) HTML 79K
20: R4 Consolidated Statements of Income HTML 233K
21: R5 Consolidated Statements of Comprehensive Income HTML 105K
22: R6 Consolidated Statements of Changes in Equity HTML 139K
23: R7 Consolidated Statements of Cash Flows HTML 189K
24: R8 Consolidated Statements of Cash Flows HTML 63K
(Parenthetical)
25: R9 Pay vs Performance Disclosure HTML 78K
26: R10 Insider Trading Arrangements HTML 67K
27: R11 Nature of Business HTML 77K
28: R12 Summary of Significant Accounting Policies HTML 286K
29: R13 Long-Duration Insurance Contracts Targeted HTML 323K
Improvements
30: R14 Earnings Per Share HTML 109K
31: R15 Investments HTML 1.02M
32: R16 Derivative Instruments HTML 284K
33: R17 Deferred Acquisition Costs HTML 123K
34: R18 Intangible Assets HTML 95K
35: R19 Reinsurance HTML 190K
36: R20 Future Policy Benefits HTML 312K
37: R21 Policyholder Account Balances HTML 210K
38: R22 Additional Insurance Liabilities HTML 110K
39: R23 Market Risk Benefits HTML 170K
40: R24 Separate Accounts HTML 93K
41: R25 Liability for Policy and Contract Claims HTML 294K
42: R26 Employee Benefit Plans HTML 74K
43: R27 Borrowings and Other Financings HTML 100K
44: R28 Income Taxes HTML 187K
45: R29 Supplemental Cash Flow Information HTML 62K
46: R30 Long-Term Incentive Compensation HTML 217K
47: R31 Fair Value of Financial Instruments HTML 2.17M
48: R32 Insurance Subsidiary Financial Information and HTML 113K
Regulatory Matters
49: R33 Segment Information HTML 434K
50: R34 Quarterly Results of Operations (Unaudited) HTML 179K
51: R35 Commitments and Contingencies HTML 93K
52: R36 Changes in Accumulated Other Comprehensive Income HTML 194K
(Loss)
53: R37 Noncontrolling Interests HTML 72K
54: R38 Discontinued Operations HTML 91K
55: R39 Schedule I Genworth Financial, Inc. Summary of HTML 89K
Investments-Other Than Investments in Related
Parties
56: R40 Schedule II Genworth Financial, Inc. (Parent HTML 230K
Company Only)
57: R41 Schedule III Supplemental Insurance Information HTML 147K
58: R42 Summary of Significant Accounting Policies HTML 346K
(Policies)
59: R43 Summary of Significant Accounting Policies HTML 186K
(Tables)
60: R44 Long-Duration Insurance Contracts Targeted HTML 327K
Improvements (Tables)
61: R45 Earnings Per Share (Tables) HTML 108K
62: R46 Investments (Tables) HTML 1.04M
63: R47 Derivative Instruments (Tables) HTML 288K
64: R48 Deferred Acquisition Costs (Tables) HTML 123K
65: R49 Intangible Assets (Tables) HTML 97K
66: R50 Reinsurance (Tables) HTML 176K
67: R51 Future Policy Benefits (Tables) HTML 310K
68: R52 Policyholder Account Balances (Tables) HTML 210K
69: R53 Additional Insurance Liabilities (Tables) HTML 111K
70: R54 Market Risk Benefits (Tables) HTML 170K
71: R55 Separate Accounts (Tables) HTML 94K
72: R56 Liability for Policy and Contract Claims (Tables) HTML 298K
73: R57 Borrowings and Other Financings (Tables) HTML 88K
74: R58 Income Taxes (Tables) HTML 181K
75: R59 Long-Term Incentive Compensation (Tables) HTML 205K
76: R60 Fair Value of Financial Instruments (Tables) HTML 2.14M
77: R61 Insurance Subsidiary Financial Information and HTML 85K
Regulatory Matters (Tables)
78: R62 Segment Information (Tables) HTML 427K
79: R63 Quarterly Results of Operations (Unaudited) HTML 178K
(Tables)
80: R64 Changes in Accumulated Other Comprehensive Income HTML 192K
(Loss) (Tables)
81: R65 Noncontrolling Interests (Tables) HTML 69K
82: R66 Discontinued Operations (Tables) HTML 90K
83: R67 Nature of Business - Additional Information HTML 79K
(Detail)
84: R68 Summary of Significant Accounting Policies - HTML 162K
Additional Information (Detail)
85: R69 Summary of Significant Accounting Policies - HTML 177K
Summary Of Impact Of Accounting Changes Due To
Recognition And Measurement Of Long Duration
Insurance Contracts On The Statement Of Financial
Position (Detail)
86: R70 Summary of Significant Accounting Policies - HTML 254K
Summary Of Impact Of Accounting Changes Due To
Recognition And Measurement Of Long Duration
Insurance Contracts On The Income Statement
(Detail)
87: R71 Summary of Significant Accounting Policies - HTML 136K
Summary Of Impact Of Accounting Changes Due To
Recognition And Measurement Of Long Duration
Insurance Contracts On The Cash Flow Statement
(Detail)
88: R72 Summary Of Adoption Of New Accounting Guidance HTML 288K
Related To The Recognition And Measurement Of
Long-Duration Insurance Contracts (Detail)
89: R73 Summary of the Transition Adjustments within HTML 124K
Stockholders Equity (Detail)
90: R74 Summary Of Business Acquired And Deferred Sales HTML 82K
Inducement As A Result Of Adoption Of New
Accounting Guidance (Detail)
91: R75 Summary Of Changes In The Liability For Future HTML 134K
Policy Benefits (Detail)
92: R76 Summary Of Changes In The Net Liability Position HTML 114K
For Market Risk Benefits (Detail)
93: R77 Long-Duration Insurance Contracts Targeted HTML 62K
Improvements - Additional Information (Detail)
94: R78 Summary of Changes in Deferred Acquisition Costs HTML 101K
(Detail)
95: R79 Earnings Per Share (Detail) HTML 186K
96: R80 Net Investment Income (Detail) HTML 88K
97: R81 Net Investment Gains (Losses) (Detail) HTML 93K
98: R82 Net Investment Allowance for Credit Losses HTML 99K
(Detail)
99: R83 Investments - Additional Information (Detail) HTML 116K
100: R84 Net Unrealized Gains and Losses on HTML 77K
Available-for-Sale Investment Securities Reflected
as Separate Component of Accumulated Other
Comprehensive Income (Loss) (Detail)
101: R85 Change in Net Unrealized Gains (Losses) on HTML 83K
Available-for-Sale Securities Reported in
Accumulated Other Comprehensive Income (Loss)
(Detail)
102: R86 Change in Net Unrealized Gains (Losses) on HTML 64K
Available-for-Sale Securities Reported in
Accumulated Other Comprehensive Income (Loss)
(Parenthetical) (Detail)
103: R87 Amortized Cost or Cost, Gross Unrealized Gains HTML 205K
(Losses) and Fair Value of Fixed Maturity and
Equity Securities Classified as Available-for-Sale
(Detail)
104: R88 Gross Unrealized Losses and Fair Value of HTML 181K
Investment Securities (Detail)
105: R89 Gross Unrealized Losses and Fair Value of HTML 205K
Corporate Securities Based on Industries (Detail)
106: R90 Scheduled Maturity Distribution of Fixed Maturity HTML 107K
Securities (Detail)
107: R91 Distribution Across Property Type and Geographic HTML 112K
Region for Commercial Mortgage Loans (Detail)
108: R92 Allowance for Credit Losses Related To Commercial HTML 73K
Mortgage Loans (Detail)
109: R93 Commercial Mortgage Loans By Year of Origination HTML 183K
and Credit Quality Indicator (Detail)
110: R94 Debt-to-Value of Commercial Mortgage Loans by HTML 135K
Property Type (Detail)
111: R95 Debt Service Coverage Ratio for Fixed Rate HTML 143K
Commercial Mortgage Loans by Property Type
(Detail)
112: R96 Schedule of Positions in Derivative Instruments HTML 124K
(Detail)
113: R97 Activity Associated with Derivative Instruments HTML 102K
(Detail)
114: R98 Schedule of Pre-Tax Income (Loss) Effects of Cash HTML 93K
Flow Hedges (Detail)
115: R99 Reconciliation of Current Period Changes, Net of HTML 68K
Applicable Income Taxes, for Derivatives
Qualifying as Hedges (Detail)
116: R100 Reconciliation of Current Period Changes, Net of HTML 66K
Applicable Income Taxes, for Derivatives
Qualifying as Hedges (Parenthetical) (Detail)
117: R101 Derivative Instruments - Additional Information HTML 70K
(Detail)
118: R102 Schedule of Pre-Tax Gain (Loss) Recognized in Net HTML 80K
Income (Loss) for Effects of Derivatives not
Designated as Hedges (Detail)
119: R103 Additional Information about Derivative Assets and HTML 132K
Liabilities Subject to Enforceable Master Netting
Arrangement (Detail)
120: R104 Changes in Deferred Acquisition Costs (Detail) HTML 94K
121: R105 Intangible Assets (Detail) HTML 76K
122: R106 Intangible Assets - Additional Information HTML 67K
(Detail)
123: R107 Changes in Present Value of Future Profits HTML 69K
(Detail)
124: R108 Percentage of PVFP Balance Net of Interest HTML 73K
Accretion, before Effect of Unrealized Investment
Gains or Losses, Estimated to be Amortized Over
Next Five years (Detail)
125: R109 Net Domestic Life Insurance In-Force (Detail) HTML 73K
126: R110 Effects of Reinsurance on Premiums Written and HTML 99K
Earned (Detail)
127: R111 Effects of Reinsurance on Premiums Written and HTML 64K
Earned (Parenthetical) (Detail)
128: R112 Reinsurance - Schedule of Reinsurance Recoverable HTML 69K
in Allowance for Credit Losses (Detail)
129: R113 Reinsurance - Schedule Of Credit Ratings on HTML 79K
Reinsurance Recoverable (Detail)
130: R114 Reinsurance - Additional Information (Detail) HTML 128K
131: R115 Future Policy Benefits - Summary of Components of HTML 79K
Liability for Future Policy Benefits (Detail)
132: R116 Future Policy Benefits - Summary of Liability for HTML 210K
Future Policy Benefit Activity (Detail)
133: R117 Future Policy Benefits - Summary of Weighted HTML 73K
Average Interest and Discount Rates (Detail)
134: R118 Future Policy Benefits - Summary of Undiscounted HTML 82K
and Discounted Expected Future Gross Premiums and
Expected Future Benefit Payments (Detail)
135: R119 Future Policy Benefits - Summary of Revenue and HTML 75K
Interest Expense in Respect of Future Policy
Benefits (Detail)
136: R120 Future Policy Benefits - Additional Information HTML 75K
(Detail)
137: R121 Policyholder Account Balances - Summary of HTML 90K
Liabilities for Policyholder Account (Detail)
138: R122 Policyholder Account Balances - Summary of Changes HTML 118K
in Policyholder Account Balance (Detail)
139: R123 Policyholder Account Balances - Summary of Range HTML 113K
Guaranteed Minimum Crediting Rate (Detail)
140: R124 Policyholder Account Balances - Summary of Range HTML 126K
Guaranteed Minimum Crediting Rate (Parenthetical)
(Detail)
141: R125 Policyholder Account Balances - Additional HTML 68K
Information (Detail)
142: R126 Additional Insurance Liabilities - Summary of HTML 105K
Balances of and Changes in Additional Insurance
Liabilities (Detail)
143: R127 Additional Insurance Liabilities - Summary of HTML 67K
Weighted-Average Anterest rates for the Liability
for Additional Insurance Liabilities (Detail)
144: R128 Additional Insurance Liabilities - Summary of HTML 66K
Additional Liability Long Duration Insurance
Revenue and Interest Accretion (Expense)
Recognized (Detail)
145: R129 Summary of Market Risk Benefit (Detail) HTML 75K
146: R130 Summary of Balances of and Changes in Market Risk HTML 140K
Benefits (Detail)
147: R131 Summary of Changes in Separate Account Liabilities HTML 84K
(Detail)
148: R132 Summary of Aggregate Fair Value of Assets (Detail) HTML 73K
149: R133 Liability for Policy and Contract Claims (Detail) HTML 72K
150: R134 Changes in Liability for Policy and Contract HTML 87K
Claims (Detail)
151: R135 Liability for Policy and Contract Claims - HTML 66K
Additional Information (Detail)
152: R136 Incurred Claims, Net of Reinsurance, Cumulative HTML 118K
Number of Reported Delinquencies and Total of
Incurred-But-Not-Reported Liabilities (Detail)
153: R137 Paid Claims Development, Net of Reinsurance HTML 127K
(Detail)
154: R138 Average Payout of Incurred Claims by Age (Detail) HTML 84K
155: R139 Employee Benefit Plans - Additional Information HTML 111K
(Detail)
156: R140 Borrowings and Other Financings - Long Term HTML 88K
Borrowings (Detail)
157: R141 Borrowings and Other Financings - Long Term HTML 79K
Borrowings (Parenthetical) (Detail)
158: R142 Borrowings and Other Financings - Additional HTML 140K
Information (Detail)
159: R143 Principal Amounts of Long-Term Borrowings by HTML 76K
Maturity (Detail)
160: R144 Components of Income before Income Taxes (Detail) HTML 69K
161: R145 Components of Income Tax Provision (Detail) HTML 88K
162: R146 Income Taxes - Additional Information (Detail) HTML 111K
163: R147 Reconciliation of Federal Statutory Tax Rate to HTML 78K
Effective Income Tax Rate (Detail)
164: R148 Components Net Deferred Income Tax Liability HTML 110K
(Detail)
165: R149 Reconciliation of Unrecognized Tax Benefits HTML 72K
(Detail)
166: R150 Supplemental Cash Flow Information - Additional HTML 65K
Information (Detail)
167: R151 Long-Term Incentive Compensation - Additional HTML 121K
Information (Detail)
168: R152 Long-Term Incentive Compensation - Summary of HTML 72K
Other Equity Awards Valuation Assumptions (Detail)
169: R153 Stock Option Activity and Other Equity-Based HTML 121K
Awards (Detail)
170: R154 Long-Term Incentive Compensation - Summary of Cash HTML 100K
Award Activity (Detail)
171: R155 Long-Term Incentive Compensation - Summary of HTML 116K
Enact Holdings' Equity-Based Awards (Details)
172: R156 Fair Value of Financial Instruments - Additional HTML 102K
Information (Detail)
173: R157 Fair Value of Financial Instruments - Summary of HTML 110K
Significant Inputs Used by Third-Party Pricing
Services for Certain Fair Value Measurements of
Fixed Maturity Securities that Classified as Level
2 (Detail)
174: R158 Assets by Class of Instrument that are Measured at HTML 422K
Fair Value on Recurring Basis (Detail)
175: R159 Assets Measured at Fair Value on Recurring Basis HTML 359K
and Utilized Significant Unobservable (Level 3)
Inputs to Determine Fair Value (Detail)
176: R160 Gains and Losses Included in Net Income (Loss) HTML 80K
from Assets Measured at Fair Value (Detail)
177: R161 Summary of Significant Unobservable Inputs Used HTML 282K
for Fair Value Measurements Classified As Level 3
(Detail)
178: R162 Liabilities by Class of Instrument that are HTML 115K
Measured at Fair Value on Recurring Basis (Detail)
179: R163 Liabilities Measured at Fair Value on Recurring HTML 123K
Basis and Utilized Significant Unobservable (Level
3) Inputs to Determine Fair Value (Detail)
180: R164 Gains and Losses Included in Net (Income) from HTML 81K
Liabilities Measured at Fair Value (Detail)
181: R165 Fair Value Financial Instruments Not Required to HTML 126K
Be Carried at Fair Value (Detail)
182: R166 Summary of carrying value of limited partnerships HTML 85K
and commitments to fund (Detail)
183: R167 Insurance Subsidiary Financial Information and HTML 146K
Regulatory Matters - Additional Information
(Detail)
184: R168 Schedule of Statutory Accounting Practices HTML 78K
(Detail)
185: R169 Segment Information - Additional Information HTML 68K
(Detail)
186: R170 Summary of Segments and Corporate and Other HTML 348K
(Detail)
187: R171 Summary of Revenues for Segments and Corporate and HTML 96K
Other (Detail)
188: R172 Summary of Net Operating Income (Loss) for HTML 204K
Segments and Corporate and Other (Detail)
189: R173 Summary of Net Operating Income (Loss) for HTML 77K
Segments and Corporate and Other (Parenthetical)
(Detail)
190: R174 Schedule of Revenue, Net Income and Assets by HTML 134K
Geographic Location (Detail)
191: R175 Quarterly Results of Operations (Detail) HTML 183K
192: R176 Quarterly Results of Operations (Parenthetical) HTML 87K
(Detail)
193: R177 Commitments and Contingencies - Additional HTML 71K
Information (Detail)
194: R178 Component of Changes in Accumulated Other HTML 117K
Comprehensive Income (Loss) (Detail)
195: R179 Changes In Accumulated Other Comprehensive Income HTML 76K
(Loss) - Additional Information (Detail)
196: R180 Reclassifications In (Out) of Accumulated Other HTML 113K
Comprehensive Income (Loss), Net of Taxes (Detail)
197: R181 Noncontrolling Interests - Summary of Changes in HTML 90K
Ownership Interests (Details)
198: R182 Noncontrolling Interests - Additional Information HTML 96K
(Detail)
199: R183 Discontinued Operations - Schedule of Income Loss HTML 81K
on Sale Recorded in Our Disposition Group (Detail)
200: R184 Discontinued Operations - Schedule of Income Loss HTML 74K
on Sale Recorded in Our Disposition Group
(Parenthetical) (Detail)
201: R185 Discontinued Operations - Summary of Operating HTML 144K
Results Related to Discontinued Operations
(Detail)
202: R186 Discontinued Operations - Summary of Operating HTML 64K
Results Related to Discontinued Operations
(Parenthetical) (Detail)
203: R187 Discontinued Operations - Additional Information HTML 66K
(Detail)
204: R188 Schedule I Genworth Financial, Inc. Summary of HTML 101K
Investments-Other than Investments in Related
Parties (Detail)
205: R189 Schedule II Genworth Financial, Inc. (Parent HTML 134K
Company Only) (Balance Sheets) (Detail)
206: R190 Schedule II Genworth Financial, Inc. (Parent HTML 127K
Company Only) (Statements of Income) (Detail)
207: R191 Schedule II Genworth Financial, Inc. (Parent HTML 113K
Company Only) (Statements of Comprehensive Income)
(Detail)
208: R192 Schedule II Genworth Financial, Inc. (Parent HTML 152K
Company Only) (Statements of Cash Flows) (Detail)
209: R193 Schedule II Genworth Financial, Inc. (Parent HTML 134K
Company Only) - Additional Information (Detail)
210: R194 Schedule II Genworth Financial, Inc. (Parent HTML 176K
Company Only) - Accounting Changes (Detail)
211: R195 Schedule III Genworth Financial, Inc. Supplemental HTML 118K
Insurance Information (Schedule of Supplemental
Insurance Information) (Detail)
212: R196 Schedule III Genworth Financial, Inc. Supplemental HTML 70K
Insurance Information (Schedule of Supplemental
Insurance Information) (Parenthetical) (Detail)
214: XML IDEA XML File -- Filing Summary XML 426K
217: XML XBRL Instance -- d699556d10k_htm XML 24.22M
213: EXCEL IDEA Workbook of Financial Report Info XLSX 712K
13: EX-101.CAL XBRL Calculations -- gnw-20231231_cal XML 361K
14: EX-101.DEF XBRL Definitions -- gnw-20231231_def XML 4.30M
15: EX-101.LAB XBRL Labels -- gnw-20231231_lab XML 3.91M
16: EX-101.PRE XBRL Presentations -- gnw-20231231_pre XML 4.44M
12: EX-101.SCH XBRL Schema -- gnw-20231231 XSD 634K
215: JSON XBRL Instance as JSON Data -- MetaLinks 1,331± 2.21M
216: ZIP XBRL Zipped Folder -- 0001193125-24-051772-xbrl Zip 1.60M
| EX-97 |
Exhibit 97
Genworth Financial, Inc.
Incentive-Based Compensation Recovery Policy
Section 1. Introduction. The Management Development and Compensation Committee (the “Committee”) of the board of directors (the “Board”) of Genworth Financial, Inc. (the “Company”) has adopted the Incentive-Based Compensation Recovery Policy (the “Policy”) to provide for the recovery by the Company of a Recovery Trigger (as defined below) of certain incentive-based compensation received by certain current and former executive officers, as further specified in this Policy.
This Policy is intended to comply with the requirements of Section 303A.14 of the Listed Company Manual of the New York Stock Exchange (the “NYSE”).
Section 2. Administration. The Committee will administer and interpret this Policy and make all determinations for the administration of this Policy. Any determinations made by the Committee will be final, binding and conclusive on all affected individuals. For the avoidance of doubt, the Committee will be comprised of independent directors under the NYSE listing rules and the Company’s Governance Principles, and any director who is a Covered Individual (as defined below) under the Policy may not participate in discussions related to, or vote on, any potential recovery of their Incentive-Based Compensation (as defined below) under the Policy.
Section 3. Statement of Policy. Following the occurrence of a Recovery Trigger, the Company will recover reasonably promptly the Erroneously Awarded Compensation (as defined below) from the applicable Covered Individual(s) (as defined below), except as provided in this Policy.
Section 4. Covered Individuals Subject to the Policy. The Policy is applicable to any current or former “executive officer” of the Company as defined in Section 303A.14 of the NYSE Listed Company Manual who has received the subject Incentive-Based Compensation after beginning service as an “executive officer” and who served as an executive officer at any time during the performance period (for that Incentive-Based Compensation) covered by the Recovery Period (together, “Covered Individuals”).
Section 5. Recovery Trigger for Accounting Restatements. A “Recovery Trigger” will have occurred upon the earlier to occur of: (i) the date the Board, the Audit Committee of the Board, or the officer or officers of the Company authorized to take such action concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement, or (ii) the date a court, regulator or other legally authorized body directs the Company to prepare an Accounting Restatement. For the purposes of this Policy, an “Accounting Restatement” means a restatement of the Company’s financial statements due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement (i) to correct an error in previously issued financial statements that is material to the previously issued financial statements, or (ii) that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period).
For the avoidance of doubt, the Company’s obligation to recover Erroneously Awarded Compensation is not dependent on if or when the restated financial statements are filed with the Securities and Exchange Commission (“SEC”).
Section 6. Recovery Period. The Policy will apply to Incentive-Based Compensation received during the three completed fiscal years immediately preceding the date on which a Recovery Trigger occurs (the “Recovery Period”). In addition to these last three completed fiscal years, this Policy applies to any transition period (that results from a change in the Company’s fiscal year) within or immediately following such three completed fiscal years. However, a transition period between the last day of the Company’s previous fiscal year end and the first day of its new fiscal year that comprises a period of nine to 12 months would be deemed a completed fiscal year.
Section 7. Compensation “Received”. Incentive-Based Compensation is deemed to have been “received” by a Covered Individual in the fiscal period during which the Financial Reporting Measure (as defined below) specified in the Incentive-Based Compensation award is attained, even if the payment or grant of the applicable award occurs after the end of that period. Notwithstanding anything to the contrary herein, the only compensation subject to the Policy is Incentive-Based Compensation “received” by Covered Individuals on or after October 2, 2023 and while the Company had a class of securities listed on a national securities exchange or national securities association.
Section 8. Incentive-Based Compensation Subject to Recovery. Any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure (“Incentive-Based Compensation”) will be subject to this Policy. A “Financial Reporting Measure” is a measure that is determined and presented in accordance with accounting principles used in preparing the Company’s financial statements and any measures that are derived wholly or in part from such measures. Stock price and total shareholder return are also Financial Reporting Measures. A Financial Reporting Measure need not be presented within the financial statements or included in a filing with the SEC.
Section 9. Erroneously Awarded Compensation. In the event of a Recovery Trigger, the Committee will seek to recover from any applicable Covered Individual an amount of Incentive-Based Compensation received that exceeds the amount that otherwise would have been received by such Covered Individual had it been determined based on the restated amounts, computed without regard to any taxes paid (such excess amount, the “Erroneously Awarded Compensation”). For Incentive-Based Compensation based on stock price or total shareholder return, where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in an Accounting Restatement (A) the amount must be based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total shareholder return upon which the Incentive-Based Compensation was received and (B) the Company will maintain documentation of that reasonable estimate and, if required by the NYSE, provide such documentation to the NYSE.
Section 10. Limited Exceptions. The Company must recover Erroneously Awarded Compensation in compliance with this Policy, except to the extent that the conditions of paragraphs (c)(1)(iv)(A), (B) or (C) of Section 303A.14 of the NYSE Listed Company Manual are met as follows:
(A) The direct expense paid to a third party to assist in enforcing the policy would exceed the amount to be recovered. Before concluding that it would be impracticable to recover any amount of erroneously awarded compensation based on expense of enforcement, the issuer must make a reasonable attempt to recover such erroneously awarded compensation, document such reasonable attempt(s) to recover, and provide that documentation to the NYSE;
(B) Recovery would violate home country law where that law was adopted prior to November 28, 2022. Before concluding that it would be impracticable to recover any amount of erroneously awarded compensation based on violation of home country law, the issuer must obtain an opinion of home country counsel, acceptable to the NYSE, that recovery would result in such a violation, and must provide such opinion to the NYSE; or
(C) Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the registrant, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.
2
Section 11. Policy Relationship to Other Recoupment or Clawback Provisions. This Policy supplements any requirements imposed pursuant to applicable law or regulations, any clawback or recovery provision in the Company’s other recoupment policies, plans, awards and individual employment or other agreements (including any recoupment provisions in the Company’s equity incentive plans or award agreements), and any other rights or remedies available to the Company, including termination of employment. In the event that a recovery is initiated under the Policy, amounts of Incentive-Based Compensation previously recovered by the Company from a Covered Individual pursuant to the Company’s other policies, plans, awards and individual employment or other agreements shall be considered so that recovery is not duplicative, provided that in the event of a conflict between any applicable clawback or recoupment provision, including the Policy, the right to clawback or recoupment shall be interpreted to result in the greatest clawback or recoupment from the Covered Individual.
Section 12. No Fault. Incentive-Based Compensation is subject to Recovery under this Policy even if the Accounting Restatement was not due to any misconduct or failure of oversight on the part a Covered Individual.
Section 13. Acknowledgement. Covered Individuals must sign the acknowledgment in the form of Annex A as soon as practicable after the later of (i) the effective date of this Policy or (ii) the date on which the individual is appointed to a position as a Covered Individual.
Section 14. Amendment of Policy. The Committee may alter or amend the Policy at any time, including to incorporate any obligations of Recovery under applicable law.
Section 15. Disclosure. The Company will file this Policy as an exhibit to its Form 10-K with the SEC and will comply with the disclosure requirements of Item 402(w) of Regulation S-K, SEC Rule 10D-1 and Section 303A.14 of the NYSE Listed Company Manual, as applicable.
Section 16. Indemnification. The Company is prohibited from indemnifying any Covered Individual against the loss of Erroneously Awarded Compensation, including any payment or reimbursement for the cost of third-party insurance purchased by any Covered Individual to fund potential obligations to the Company under this Policy.
Section 17. Successors. The Policy shall be binding and enforceable against all Covered Individuals and their successors, heirs, beneficiaries, executors, administrators or other legal or personal representatives.
Section 18. Validity and Enforceability. To the extent that any provision of this Policy is found to be unenforceable or invalid under any applicable law, such provision will be applied to the maximum extent permitted, and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to applicable law. The invalidity or unenforceability of any provision of this Policy shall not affect the validity or enforceability of any other provision of this Policy. This Policy is intended to comply with, shall be interpreted to comply with, and shall be deemed automatically amended to comply with Section 303A.14 of the NYSE Listed Company Manual, and any related rules or regulations promulgated by the SEC or the NYSE including any additional or new requirements that become effective after October 2, 2023.
Adopted by the Committee on October 23, 2023
3
ANNEX A
ACKNOWLEDGMENT AND AGREEMENT
I acknowledge that I have received and reviewed a copy of the Genworth Financial, Inc. Incentive-Based Compensation Recovery Policy, which may be amended from time to time (the “Policy”), and agree to be bound by and subject to its terms and conditions for so long as I am a “Covered Individual” under the Policy. I further acknowledge, understand and agree that, as a Covered Individual, the Policy could affect the compensation I receive or may be entitled to receive from Genworth Financial, Inc. or its subsidiaries under various agreements, plans and arrangements with Genworth Financial, Inc. or its subsidiaries. To the extent permitted by law, I hereby authorize the Genworth Financial, Inc. to deduct from my wages and other forms of compensation (including but not limited to bonus, incentive, and equity compensation) any reimbursement or recovery pursuant to this Policy.
| Signed: | ||
| Print Name: | ||
| Date: | ||
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/29/24 | |||
| For Period end: | 12/31/23 | 13F-HR, 8-K | ||
| 10/23/23 | ||||
| 10/2/23 | ||||
| 11/28/22 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/11/24 Genworth Financial Inc. S-3ASR 4/11/24 8:323K Donnelley … Solutions/FA |