ENACT HOLDINGS INC (ACT)
Sector: Financials
2026 Annual Meeting Analysis
ENACT HOLDINGS INC · Meeting: May 13, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Eleven Director Nominees Named in this Proxy Statement
No overboarding, meets attendance threshold, and ACT's 3-year return of +98% outperforms the peer group median by +34pp, well below the 65pp trigger threshold required for a strong-positive-TSR company.
Holds one outside public board seat (CNA Financial), no overboarding concern, strong attendance, and stock performance does not trigger the TSR underperformance rule.
Holds one outside public board seat (AGNC Investment), no overboarding, strong attendance, and TSR trigger does not apply given ACT's outperformance of peers.
CEO and director since 2013; ACT's 3-year TSR of +98% outperforms the peer median by +34pp, which is well below the 65pp trigger threshold, so the TSR trigger does not fire despite his long tenure.
No overboarding, strong attendance, and ACT's strong relative stock performance means the TSR underperformance trigger does not apply.
Non-independent director serving only on the Compensation Committee (not audit), which is permissible under the controlled-company exemption; holds one outside board seat; TSR trigger does not apply.
Joined in March 2025, less than 24 months ago, and is therefore exempt from the TSR trigger under policy; holds two outside public board seats, which is within the four-board limit for non-executive directors.
Holds two outside public board seats (RLI Corp and Genworth Financial), within the four-board limit; strong attendance; TSR trigger does not apply given ACT's peer outperformance.
Holds one outside public board seat (Chimera Investment), no overboarding, strong attendance, and ACT's stock performance comfortably clears the TSR threshold.
No current public company board seats triggering overboarding, strong attendance, and the TSR underperformance trigger does not apply.
Non-independent director serving only on the Risk Committee (not audit or compensation in a controlling capacity); joined in March 2023, within the period where the TSR trigger would apply, but the trigger does not fire given ACT's peer outperformance.
All eleven directors are recommended FOR. ACT's 3-year total shareholder return of +98% outperforms the disclosed peer group median by approximately +34 percentage points, which is well below the 65-point threshold required to trigger a vote against directors at a company with strong positive returns. No director exceeds the four-board overboarding limit, all directors met the 75% attendance standard in 2025, and the board discloses a detailed skills matrix. The two non-independent Genworth-affiliated directors (McInerney and Upton) are permitted under the controlled-company exemption and serve on committees where independence is not an absolute requirement under applicable rules.
Say on Pay
✓ FORCEO
Rohit Gupta
Total Comp
$9,874,055
Prior Support
99%%
CEO total compensation of approximately $9.9 million is consistent with benchmark expectations for a CEO of a ~$5.8B financial services company delivering strong results, and the pay program is heavily weighted toward variable, performance-based compensation — roughly 90% of total pay consists of annual incentive and long-term equity awards, well above the 50-60% threshold required by policy. Pay-for-performance alignment is strong: the 2023-2025 performance stock awards paid out at 200% of target based on verified book value per share growth that exceeded the maximum level, and the annual bonus of approximately 149% of target reflected genuine outperformance against financial objectives including adjusted operating income of $688M against a $519M target. The prior say-on-pay vote received 99% support, the company maintains robust clawback policies that go beyond minimum legal requirements, and there are no red flags in pay structure or governance.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$1,857,000
Non-Audit Fees
$493,000
Non-audit fees (audit-related fees of $344K plus other fees of $149K, totaling $493K) represent approximately 27% of audit fees of $1,857K, which is well below the 50% threshold that would trigger a concern about auditor independence. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire per policy. KPMG is a Big 4 firm fully appropriate for a $5.8B market-cap company.
Overall Assessment
Enact Holdings' 2026 annual meeting presents a clean ballot with no significant governance concerns. The company has delivered strong shareholder returns over the 1-, 3-, and 5-year periods, outperforming its disclosed peer group, executive pay is well-structured with the majority tied to performance outcomes, and the auditor fee structure shows no independence red flags. All three standard proposals — director elections, say on pay, and auditor ratification — are recommended FOR.
Compensation Peer Group
14 companies disclosed in 2026 proxy filing