GENWORTH FINANCIAL INC

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 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”). In this Proxy Statement, references to “U.S. Life Insurance” refer to both our Long-Term Care Insurance segment and our Life and Annuities segment. In addition, we make reference to our subsidiary, Enact Holdings, Inc. (“Enact”). This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

Meeting Information

Voting Matters

Stockholders will be asked to vote on the following matters at the 2024 Annual Meeting:

Proxy Statement Summary

2023 Genworth Performance

2023 Strategic Priorities

2023 Performance Highlights by Business Area

Enact ● Exceeded financial objectives, including its targets for adjusted operating income, adjusted return on equity (“ROE”) and expense ratio. ● Exceeded non-financial objectives through effective risk and pricing management and strong capital management.

U.S. Life Insurance ● Exceeded our internal targets for in-force rate action (“IFA”) approvals and premium rate actions filed on our legacy blocks of long-term care insurance (“LTC”) in execution of our multi-year rate action plan. ● Exceeded our target for core pre-tax statutory income for Genworth Life Insurance Company (“GLIC”) and its consolidated life insurance subsidiaries. ● Exceeded the targets for LTC operational excellence and customer service for timeliness in phone speed to answer, claims eligibility, inventory and payments. ● Positioned the business for long-term sustainability through: (i) execution of in-force strategic initiatives of supporting CareScout growth initiatives; (ii) continued implementation of LTC litigation settlements; and (iii) implementation of the new U.S. GAAP accounting guidance related to the recognition and measurement of long-duration insurance contracts, commonly known as Long-Duration Targeted Improvements (“LDTI”). Strengthened and expanded the focus on human capital through enhancing employee engagement, diversity, equity, and inclusion efforts.

Corporate and Other ● Returned capital to stockholders through the repurchase of $295 million worth of our outstanding shares of common stock at an average price of $5.70 per share under our share repurchase program in 2023. ● Expanded our existing share repurchase program by an additional $350 million, reflecting the transformative progress the company has made in recent years. The total amount authorized under the share repurchase program is $700 million. ● Completed a successful consent solicitation from bondholders representing the majority in principal amount of our outstanding senior notes due 2034 to permit the repayment, redemption or repurchase of our outstanding fixed-to-floating rate junior subordinated notes due 2066. Opportunistically reduced outstanding holding company debt to $856 million as of December 31, 2023. ● Advanced the development and implementation of CareScout Services business by launching the CareScout Quality Network in Texas, while continuing to develop insurance and funding solutions to help Americans afford long-term care. ● Strengthened and expanded our focus on human capital through enhancing employee engagement, diversity, equity, and inclusion efforts, and received designation as a Top Workplace in Richmond, Virginia and Stamford, Connecticut.

Proxy Statement Summary

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 “Board of Directors”). The Board has determined that eight of the nine nominees are independent directors under the New York Stock Exchange (“NYSE”) listing requirements and our Governance Principles.

Proxy Statement Summary

Board’s Director Nominee Skills and Attributes

The Board and the Nominating and Corporate Governance Committee (“Governance Committee”) believe it is important that our Board is composed of directors who possess a range of key qualities, experience and skills and bring diverse perspectives. Our Board and Governance Committee believe that each of the Board’s director nominees bring a unique set of qualities, experience and skills, and the blend of our directors’ qualities, experience, skills and perspectives helps ensure that our Board is well-positioned to examine, address and provide oversight of the issues facing the company and its business.

Core Competencies

Strategic Skills

For more information on our directors’ skills and why these skills are important to the Board and Genworth’s business, please seeSkills Matrix on page 28.

Proxy Statement Summary

Corporate Governance Highlights

Our corporate governance practices are designed to help advance the interests of our stockholders, provide for strong Board and management oversight and accountability and provide guidelines for responsible decision-making. Some of our key governance principles and practices are set forth below, and more information can be found in theCorporate Governance at Genworthsection of this Proxy Statement.

Proxy Statement Summary

Executive Compensation Highlights

Compensation Program Features

Our 2023 annual executive compensation program consisted of the following key elements: base salary, annual incentive, and annual long-term incentive grants (which includes performance stock units (“PSUs”) and restricted stock units (“RSUs”)). A significant portion of target executive compensation is completely at risk.

Funding Outcomes for Incentive Pay Programs

Proxy Statement Summary

Stockholder Engagement

Our Board and management value the insights and feedback from our stockholders. We regularly communicate with our stockholders through a variety of channels, including quarterly earnings calls and investor meetings and conferences, and we also actively engage with them throughout the year to discuss matters significant to our business. We seek our stockholders’ input on a variety of matters, including corporate governance, executive compensation and sustainability, among other matters.

Stockholder engagement usually involves a cross-functional team, representing investor relations, sustainability, corporate governance and compensation and benefits, to ensure key topics are covered. Management provides regular updates to the Board throughout the year on stockholder engagement, including insights and feedback received from our stockholders.

During 2023, we engaged in a stockholder outreach campaign to understand our key investors’ views on our strategy, performance, governance practices, Board composition and oversight, compensation programs, and sustainability initiatives, among other topics. In our outreach campaign, we targeted our top 20 stockholders, representing 54% of shares outstanding.

Through our stockholder engagement, we strive to be responsive to our stockholders and use the input received from our stockholders to help inform our strategies and priorities.

Outreach to our Stockholders Representing 54% of Shares Outstanding

Discussed the following key topics: ●Director Compensation ●Pay-versus-Performance Disclosures ●Corporate Governance, Board Composition and Oversight of Risk ●Executive Compensation Programs ●Officer Exculpation ●Sustainability ●Implementation of New U.S. GAAP Accounting Guidance

Proxy Statement Summary

Sustainable Compassion & Care

Building on our foundation of robust governance practices, we strive to create long-term value for our key stakeholders – executing with competence, compassion, and care.

We believe our sustainability efforts contribute meaningfully to our success as a company and we remain committed to continuing to integrate our sustainability strategy into our business strategy. We invite you to review our2023 Sustainability Report to learn more about our collective accomplishments and plans to continue serving our customers, our colleagues and our community.

Our People

Proxy Statement Summary

Our Culture We are committed to fostering an inclusive work environment that encourages employees to be their authentic selves. Our executive leadership established a diversity, equity, and inclusion (DE&I) executive steering committee to emphasize the importance of Genworth’s diversity philosophy. We have built and continue to actively engage strong community connections and partnerships with diverse organizations to promote equitable opportunities and have implemented training initiatives to enhance employee inclusivity and self-awareness. We empower our employees to embrace their differences and commonalities to contribute to a culture of belonging. To help in this important work, we have 13 Employee Resource Groups (ERGs) that connect associates who share affinities, characteristics, life experiences, or who are interested in supporting these groups as allies. Our ERGs are voluntary associate-led groups that host events and learning opportunities to celebrate the culture, heritage and contributions of the communities they represent. We are proud to embrace a future where the diversity of our associates, leadership and executives contribute to a culture of belonging and inclusion. As of December 31, 2023, we employed approximately 2,700 full-time and part-time employees globally, none of which are subject to a collective bargaining agreement. Women comprised approximately 61% of our total U.S. employee population, while 34% of our employees in the U.S. were ethnically diverse. Among people leaders in the U.S., 46% were women and 24% were ethnically diverse and for our senior management, which we designate based on internal human resource compensation levels, 32% were women and 22% were ethnically diverse. With respect to the eight members of our non-management Board of Directors, four are women and two are ethnically diverse. In addition, as of January 1, 2024, of the five senior leaders of our top business lines and our investments group, three are women and four are ethnically diverse.

Our Community

Proxy Statement Summary

The Environment

Our Board Oversight of Sustainability

We believe that effective corporate governance helps promote the long-term interests of our stockholders and strengthens Board and management oversight and accountability. We have created a governance framework that ensures we have a culture of management accountability, which helps us to uphold Genworth’s commitment to corporate responsibility and protects the interests of our stakeholders.

Governance Committee The Nominating and Corporate Governance Committee has general oversight of our ESG policies and practices and regularly reviews our sustainability platform. In addition, this committee has specific oversight responsibilities over our: ●Political contributions and expenditures, including periodically reviewing the nature and amount of the company’s political contributions and expenditures, the operations of the company’s Political Action Committee and the company’s public disclosure regarding such activities; ●Philanthropic programs and financial and other support of charitable, education and cultural organizations as well as the company’s community volunteer activities; and ●Environmental policy and practices.