DEF 14A 1 gnw3829661-def14a.htm DEFINITIVE PROXY STATEMENT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

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Genworth Financial, Inc.

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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Table of Contents

Notice of 2021
Annual Meeting and
Proxy Statement

Genworth Financial, Inc.

Table of Contents

Our Promise

We apply our nearly 150 years of experience each day in helping customers achieve the dream of homeownership, navigate caregiving options, protect and grow their retirement income and prepare for the financial challenges that come as we age. We’re here to be a trusted ally for everybody who needs care as they age and anybody who loves them.

Our Strength is Our People

We understand the issues you face because we face them too. We’re all someone’s son or daughter, mother or father, neighbor or friend. We share the same dream of homeownership and the same challenges of aging and caregiving for people we love. We understand how important these issues are and how much they matter, and that’s why we come to work every day. That’s why we’re committed to a work environment that fosters inclusion, community involvement, learning, and well-being.

What We Stand For

We are committed to helping families become more financially secure, self-reliant, and prepared for the future. Furthermore, we believe aging isn’t something to be endured; it’s something to be embraced.

Whether it’s pioneering long term care insurance over 40 years ago, helping more families get into their first homes, or leading the conversation about how issues of aging affect all of us, you can count on us to be at the forefront of the industry.

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Letter to Our Stockholders

April 1, 2021

Dear Stockholder,


James S. Riepe		Thomas J. McInerney
Non-Executive		President and Chief
Chairman of the Board		Executive Officer

“We are very pleased with Genworth’s strong operating results in 2020 and into 2021, which we achieved despite a challenging backdrop. We have been able to successfully navigate these uncertain times because of the outstanding work of our employees, who have remained flexible and adapted seamlessly to a new working and operating environment.”

Dear Stockholder,

You are invited to attend the 2021 Annual Meeting of Stockholders of Genworth Financial, Inc. (the 2021 Annual Meeting) to be held at 9:00 a.m. Eastern Time on Thursday, May 20, 2021, at www.virtualshareholdermeeting.com/GNW2021.

The Annual Meeting will include a report on our business operations, discussion and voting on the matters set forth in the accompanying Notice of 2021 Annual Meeting of Stockholders and Proxy Statement, and discussion and voting on any other business matters properly brought before the meeting.

In light of ongoing coronavirus (COVID-19) social distancing restrictions, the Board of Directors has determined to hold a virtual-only Annual Meeting to facilitate stockholder attendance and participation by enabling stockholders to participate from any location and at no cost. This is the right choice for the company as it enables engagement with our stockholders, regardless of size, resources or physical location, while safeguarding the health and wellbeing of our stockholders, employees, and members of the Board and management.

We intend to structure our virtual meeting to provide stockholders with similar opportunities to participate as if the meeting were held in person. You will be able to attend the meeting online, vote your shares electronically and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/GNW2021.

Whether or not you plan to attend the 2021 Annual Meeting of Stockholders, you can ensure your shares are represented at the meeting by promptly submitting your proxy by telephone, by Internet or by completing, signing, dating and returning your proxy card.

Strong performance despite an uncertain environment

We are very pleased with Genworth’s strong operating results in 2020 and into 2021, which we achieved despite a challenging backdrop including a significant decline in interest rates, increasing unemployment, unprecedented volatility in the housing market and a health crisis that asymmetrically impacted the aging population. Genworth responded very well to these circumstances, delivering adjusted operating income of $317 million for the full year.

In the fourth quarter of 2020, Genworth reported adjusted operating income of $173 million – the highest quarterly result in the last 6 quarters. This strong performance was primarily driven by strong execution and momentum in the U.S. mortgage insurance business as well as solid execution in our U.S. life insurance businesses.

In addition to our strong performance, we continue to prudently manage our capital and reserves in light of the uncertainty and volatility in the macroeconomic environment. As a result, we ended 2020 with higher capital levels across our businesses.

Continued progress against our strategy

Since January 2021, we have focused our efforts on executing our revised strategic plan and strengthening our businesses. We’ve made significant progress towards meeting our debt obligations in 2021, including working towards a potential initial public offering (IPO) of the U.S. mortgage insurance (U.S. MI) business, subject to market conditions and the satisfaction of various conditions and approvals. We streamlined our cost structure, resulting in annualized savings of approximately $50 million, and we satisfied our February 2021 debt obligation of $338 million.

In February, we announced the sale of our ownership interest in our Australian mortgage insurance business, Genworth Mortgage Insurance Australia Limited. We’re pleased to take this additional step to enhance holding company liquidity ahead of our near-term obligations, which include debt due in September 2021 and upcoming liabilities due in 2022 as part of our settlement agreement with AXA S.A.

Genworth is also making strong progress against our Multi-Year Rate Action Plan (MYRAP) for our legacy long-term care insurance products, which continues to be a key strategic initiative for the company. In 2020, we received approvals on $344 million of incremental annual premium increases. In aggregate since 2012, we estimate that Genworth has achieved approximately $14.5 billion in net present value from approved rate increases. Our progress on this initiative has significantly improved the financial stability of our legacy long-term care insurance business, with more work still to be done.

2021 Proxy Statement

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Letter to Our Stockholders

Thank you to Genworth employees

We have been able to successfully navigate these uncertain times because of the outstanding work of our employees, who have remained flexible and adapted seamlessly to a new working and operating environment. Please join us in extending our sincerest thanks to each of them for their focus and commitment to serving our customers with the best-in-class service they know and expect.

As we move forward, we’ll 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 updating you on our progress. And as always, we thank you all very much for your investment in and support of Genworth.

Cordially,

James S. Riepe
Non-Executive Chairman of the Board

Thomas J. McInerney
President and Chief Executive Officer

2	Genworth Financial, Inc.

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Notice of 2021 Annual Meeting of Stockholders

		Date and Time Thursday, May 20, 2021, at 9:00 a.m. ET

		Location www.virtualshareholder meeting.com/GNW2021

		Who Can Vote Stockholders of record at the close of business on March 22, 2021

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.

Voting Items

Proposals		Board Vote Recommendation		For Further Details
1.	Election of Directors		FOR each nominee	Page 15
2.	Advisory Vote to Approve Named Executive Officer Compensation		FOR	Page 40
3.	Approval of the 2021 Genworth Financial, Inc. Omnibus Incentive Plan		FOR	Page 80
4.	Ratification of Independent Registered Public Accounting Firm		FOR	Page 86

Stockholders will also discuss and vote on such other business as may properly come before the 2021 Annual Meeting or any adjournment thereof.

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, 2020 (“2020 Annual Report”) to many of our stockholders solely over the Internet. We believe that posting these materials on the Internet enables us to provide stockholders with the information that they need more quickly. In addition, it lowers our costs of printing and delivering these materials, and reduces the environmental impact of our 2021 Annual Meeting of Stockholders. The Notice of Internet Availability of Proxy Materials sent to many of our stockholders explains how to access the proxy materials online, vote online and obtain a paper copy of our proxy materials.

We urge you to participate in the 2021 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 Class A Common Stock issued and outstanding as of the record date is entitled to one vote on each matter to be voted upon at our 2021 Annual Meeting of Stockholders. Your vote is important and we urge you to vote.

This Notice, the Proxy Statement and proxy card are first being made available or mailed to stockholders on or about April 1, 2021.

Cordially,

Michael J. McCullough
Corporate Secretary

Important Notice Regarding the Availability of Proxy Materials for the 2021 Annual Meeting of Stockholders to be Held on May 20, 2021 Genworth’s Notice of 2021 Annual Meeting of Stockholders, Proxy Statement and 2020 Annual Report are Available, Free of Charge, at: www.proxyvote.com

2021 Proxy Statement

Table of Contents

Table of Contents

Letter to Our Stockholders	1
Notice of 2021 Annual Meeting of Stockholders	3
Business Overview/Genworth in 2020	5
Proxy Summary	10

Genworth Board of Directors	15
PROPOSAL 1: Election of Directors	15
Nominees	16
How We Select Our Directors	22
Director Independence	24

Corporate Governance at Genworth	25
Governance Principles	25
Board Oversight of Strategy	25
Board Leadership Structure	25
Board Responsibilities	27
Board Policies and Processes	35
Compensation of Directors	36
Director Stock Ownership Policy	38

Executive Compensation	39
Report of the Management Development and Compensation Committee	39
PROPOSAL 2: Advisory Vote to Approve Named Executive Officer Compensation	40
Compensation Discussion and Analysis	41
Named Executive Officers	41
2020 Company Performance	42
Compensation Philosophy	43
Key Governance Practices	44
Compensation Decision-Making Process	45
Key Compensation Program Elements	47
Other Key Compensation Governance Policies	61
Executive Compensation Tables	65
2020 Summary Compensation Table	65
Grants of Plan-Based Awards	66
Outstanding Equity Awards at 2020 Fiscal Year-End Table	68

2020 Options Exercised and Stock Vested Table	69
Pension Benefits	69
Non-Qualified Deferred Compensation	71
Potential Payments upon Termination or Change of Control	72
CEO Pay Ratio	79
PROPOSAL 3: Approval of the 2021 Genworth Financial, Inc. Omnibus Incentive Plan	80

Audit Matters	86
PROPOSAL 4: Ratification of Selection of Independent Registered Public Accounting Firm	86
Engagement of Independent Registered Public Accounting Firm	87
Approval of Audit and Non-Audit Services	87
Auditor Fees	87
Report of the Audit Committee	88

Information About Our Stock	89
Ownership of Genworth Common Stock	89
Equity Compensation Plan Information	90

Questions and Answers about the 2021 Annual Meeting and Proxy Voting	91
Other Information	97
Voting	97
Meeting Admission	97
2020 Annual Report	97
Date of Distribution	97
Internet Availability of Proxy Materials	97

Appendix A	99
2021 Genworth Financial, Inc. Omnibus Incentive Plan	99

Certain statements in this proxy statement, other than purely historical information, including estimates, projections, statements relating to our business plans, including our proposed merger with Oceanwide and contingency plan, 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 2020 Annual Report for the year ended December 31, 2020. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.

4	Genworth Financial, Inc.

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Business Overview/Genworth in 2020

We aligned named executive officer (“NEO”) incentives in 2020 with the execution of financial and other strategic initiatives that would improve our operating performance, enable strategic flexibility and increase returns in our mortgage insurance businesses. A discussion on our performance is in the Compensation Discussion and Analysis beginning on page 41.

Highlights from our key financial and operational results for 2020 include:

Mortgage Insurance

•	We significantly exceeded both financial and strategic objectives for our U.S. mortgage insurance (“U.S. MI”) business, including our targets for adjusted operating income, operating return on equity (“ROE”), loss management, prudent capital management, risk mitigation, and pricing.
•	Strong performance in U.S. MI was delivered while following regulatory guidelines to support loss mitigation efforts for mortgage borrowers.
•	Our Australia mortgage insurance business delivered operating income in line with expectations and exceeded its objective for gross written premium.

U.S. Life Insurance

•	We exceeded our internal targets for premium rate increase approvals on our unprofitable legacy blocks of long-term care insurance (“LTC”) in execution of our multi-year rate action filing plan.
•	We exceeded our internal goals with respect to our U.S. statutory risk-based capital.
•	Solid performance in our U.S. life insurance (“U.S. LI”) businesses was delivered while the company followed regulatory guidelines to extend grace periods for life insurance, LTC and annuity policyholders to ensure continuation of insurance coverage and mitigate financial hardship for customers and policyholders.

Corporate and Other

•	We had strong investment portfolio performance, exceeding our internal goals for net investment income, purchase yield, asset production, and impairments and trading losses for the year.
•	Throughout the pandemic, Genworth has remained committed to effectively servicing its customers and policyholders while maintaining the health and safety of our employees and their families.
•	The company implemented business continuity procedures in response to the pandemic that included a global work from home policy initiated on March 11, 2020, and continues to provide additional financial, health and wellness resources to employees including additional paid leave to assist employees in caring for themselves and their family members.

2021 Proxy Statement

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Business Overview/Genworth in 2020

Corporate Social Responsibility: Our Commitment to Care

More than most any other year, the events of 2020 highlighted the importance of our sustainability platform. These efforts are critical to our continued viability and the creation of long-term value for our stakeholders –policyholders, consumers, employees, stockholders, distribution partners, and the broader community. Genworth’s 2020 Sustainability Report can be found on our website. To view, go to www.genworth.com, select “About Us,” then select “Social Responsibility” and then select “2020 Corporate Sustainability Report.”

	Global Pandemic: Caring Through COVID Keeping the Commitment: A wellness-centered response rooted in care

Colleagues:	Office Closure: Transitioned all employees to remote work (except for a core essential services team) and permitted flexible work schedules.

	Special Work Accommodations: Afforded unlimited time-off for either illness (personal or family) or to address special circumstances arising from COVID-19 (child care; virtual learning); granted a one-time payment to purchase equipment/supplies for home office set-up; and provided a monthly stipend to employees for internet service.

	Special Benefit Enhancements: Provided access to COVID-19 medical resources, including free telemedicine visits, and testing in onsite medical clinics; increased number of eligible appointments available through our Employee Assistance Program (EAP); offered virtual fitness classes led by our onsite Fitness Center staff, free virtual personal training, and weekly mindfulness sessions to enable employees to cope with stress.

	See also the “COVID-19 Human Capital Management Response” section on page 9.

Community:	Focus: The Genworth Foundation funded the work of non-profit organizations aligned with the respective missions of our two primary business platforms – (1) healthy aging and caregiving, and (2) affordable housing and homelessness, along with organizations that support disaster relief efforts and those with which our employees primarily engage.

	Special COVID-19 Giving: Over 27 organizations benefited from COVID-19 relief funding, totaling more than $218,000, from the Genworth Foundation and employee contributions.

	Contributing: The Genworth Foundation (1) awarded grants and other funding, totaling over $1.1 million, and (2) contributed over $590,000 in matching gifts, employee volunteer rewards, and other service donations – in support of more than 100 non-profit organizations.

	Serving: We joined Virginia Ready – a program that retrains individuals impacted by job loss due to COVID -19 to assume positions in the fields of technology, healthcare, and manufacturing/ skilled trades – as a founding Corporate Partner.

	We distributed 1,000 essential needs care packages in Richmond, Raleigh, and Lynchburg to Meals on Wheels program recipients; delivered over 900 large-print word search books to residents in care facilities in our respective work locations; facilitated the donation of 30,000 N-95 masks to the Central Virginia Health Care Coalition and the Richmond City Health Department from the Committee of 100 for distribution to health organizations serving African-American and Latino communities.

	Volunteering: Employees volunteered approximately 3,500 hours (primarily through virtual service activities) and donated over $1.4 million to non-profit organizations globally through our various giving programs, including volunteer rewards and Genworth Foundation matching gifts.

6	Genworth Financial, Inc.

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Business Overview/Genworth in 2020

Claimants and Consumers:	U.S. Life Insurance: With more than two million customer interactions in 2020, Genworth paid over $8.6 million in long term care benefits per business day, totaling more than $2.1 billion. We complied with state-specific consumer protections resulting from COVID-19 and enacted several policies and procedures to provide short term premium payment extensions for those facing COVID-related financial challenges. We also offered short term accommodations to policyholders, who were among the most vulnerable during the global pandemic, to permit them to qualify for long term care benefits while affording the necessary flexibility to make decisions to protect their health and safety, including:

	• Continuing facility payments, despite a policyholder’s decision to return to a home care environment to mitigate the risks of contracting COVID-19; • Waiving requirements for caregiver certifications, where appropriate; and • Permitting family caregivers to be compensated.

	U.S. Mortgage Insurance: In 2020, our mortgage insurance products helped nearly 350,000 individuals either achieve the dream of homeownership or refinance a home. We also provided 2,463 homeowners with 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.

	We developed and implemented a telephone and direct mail campaign to communicate directly with a subset of delinquent borrowers about their home retention options, particularly those financially impacted by COVID-19, which helped more than 25,000 individuals 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 the business’ 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.

	Data Security: Genworth utilizes a suite of IT security controls that are fully functional whether work is performed within Genworth 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, 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.

	Our security controls are reviewed regularly both by internal and external parties, including commercial/institutional customers, regulators, and penetration testers.

2021 Proxy Statement

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Business Overview/Genworth in 2020

	Social Justice: Caring about Cultural Inclusion Demonstrating the Commitment: Responding with intention and care to honor every experience and respect every voice
Colleagues:	• Launched intensive diversity and inclusion training, including a multi-course curriculum to heighten awareness about unconscious bias and 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 company holiday
	• Recognized by The Human Rights Campaign as one of the Best Places to Work for LGBTQ Equality, achieving a perfect score, and
	• Signed the CEO Action for Diversity and Inclusion Pledge, the largest CEO-driven diversity initiative, evincing a commitment to advance diversity and inclusion within the workplace
Community:	• Contributed over $50,000 in support of two organizations advancing social justice – Operation Hope and the Lawyers Committee on Civil Rights Under the Law
	• Sponsored and forged relationships with several regional organizations to expand our reach, including Virginia Center for Inclusive Communities, Equality Virginia, and Richmond Diversity Area Round Table

	Environment: Caring for Our Climate
	Living the Commitment: Treating our environment with care
Disclosure:	For the second consecutive year, we achieved a “B” (Management) score on our 2020 CDP (Carbon Disclosure Project) submission (which reflects 2019 activity).
2019 Carbon Footprint Initiatives: (as reported in 2020 CDP submission)	• Improved energy efficiency in buildings by (1) replacing 3,570 fluorescent tubes with LED tubes, estimated to save 204,204 kWh per year, and (2) upgrading outdated boilers with more energy efficient HVAC alternatives, which burn 29,264 Dth less per year (together, these changes represent a decrease of 28% in Scope 1 & 2 emissions compared to the previous year’s lighting and HVAC emissions) • Facilitated electronic submission of over 289,000 documents that otherwise would have been printed through the MyGenworth online platform, which permits policyholders to access information and transmit documents electronically • Launched online capabilities to enable long term care policyholders to make paperless elections in the event of rate increases • Transitioned to recyclable food containers at our two company-controlled worksite cafeterias • Modified printer default settings to avoid unnecessary color printing • Initiated an internal communication campaign to increase employee awareness of climate and environmental impacts

	Investments: Caring about ESG Integration
	Embracing the Commitment: Care to incorporate environmental, social, and governance considerations
	We assess environmental, social and governance practices in our underwriting processes for investments.

8	Genworth Financial, Inc.

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Business Overview/Genworth in 2020

Governance: Caring about Compliance and Controls

Reinforcing the Commitment: Taking care to ensure appropriate oversight

The Nominating and Corporate Governance Committee of Genworth’s Board of Directors oversees environmental, social, and governance practices and periodically reviews our corporate social responsibility efforts, along with political contributions and expenditures, as described on page 30. Oversight of both our enterprise risk management practices and investment strategies/ performance 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.

Human Capital Management

Genworth is committed to helping families become more financially secure, self-reliant, and prepared for the future – and that philosophy isn’t just towards our customers; it extends to our employees too. At Genworth, we take a holistic approach to human capital management practices, from attracting and retaining talent with comprehensive benefits and compensation packages, to professional development and learning opportunities, to dedicated resources for fostering an equitable and inclusive environment, to our sincere commitment to community service and involvement.

•	We believe 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 (medical, dental & vision) insurance, paid time off, paid parental leave, financial planning, and a 401(k) plan.
•	We offer a multitude of professional development enrichment courses, whether on leadership and professional skills training or industry-specific matters, as well as tuition reimbursement benefits to aide career progression.
•	Our cultural and demographic-based employee resource groups (“ERGs”) help to build an inclusive culture through company-wide events, participation in our recruitment efforts, and input into our hiring strategies. We continue to focus on building a pipeline for talent to create more opportunities for workplace diversity and to support greater representation within the company.
•	We champion civic engagement through paid volunteer time for our employees, our event sponsorship program, employee-directed charitable gifts through the Genworth Foundation, and our commitment to environmental sustainability.

COVID-19 Human Capital Management Response

As the severity of the COVID-19 pandemic was unfolding in the beginning of 2020, we reacted quickly to protect our employees and our customers. We closed our offices and implemented a complete work-from-home policy in early March 2020. To further support our employees, we are providing additional financial and health and wellness resources, as well as the ability for flexible schedules if needed to care for themselves and family members during this crisis. We will continue to evaluate when return to in-person work is appropriate based on federal and state health policy guidance.

2021 Proxy Statement

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Proxy Summary

This summary highlights information about Genworth Financial, Inc. (the “company,” “Genworth,” “we,” “our” and “us”) and certain information contained elsewhere in this proxy statement (“Proxy Statement”) for Genworth’s 2021 Annual Meeting of Stockholders (the “2021 Annual Meeting”). This summary does not contain all of the information that 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 15

Our Director Nominees

The table below sets forth information about our director nominees, each of whom is an incumbent member of the Genworth Board of Directors (the “Board” or the “Board of Directors”), including their ages, length of service on our Board and relevant experience. The Board has determined that eight of the nine nominees are independent directors under the New York Stock Exchange listing requirements and our Governance Principles.

			Director	Other Public Company	Committee Membership
Name and Primary Occupation		Age	Since	Boards	A	COMP	NOM	R
	G. Kent Conrad Former U.S. Senator	73	2013	0
	Karen E. Dyson Lieutenant General, U.S. Army, Retired	61	2020	0
	Jill R. Goodman* Managing Director, Foros Advisors LLC	54	2021	1
	Melina E. Higgins Former Partner at The Goldman Sachs Group, Inc.	53	2013	2
	Thomas J. McInerney President and Chief Executive Officer of Genworth Financial, Inc.