Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On December 14, 2016, upon the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors of Genworth
Financial, Inc. (the Company) increased the size of the Board of Directors to ten directors and elected Debra J. Perry and Robert P. Restrepo, Jr., to serve as new directors. The Board of Directors has determined that Ms. Perry and
Mr. Restrepo are each an independent director within the meaning of the listing standards of the New York Stock Exchange and the Securities Exchange Act of 1934, as amended. The Board of Directors will determine committee appointments for
Ms. Perry and Mr. Restrepo in the future.
As of the date of their election to the Board of Directors, Ms. Perry and Mr.
Restrepo will participate in the Companys compensation plans for
non-management
directors, as described in detail in the Companys proxy statement dated April 1, 2016 and filed with the
Securities and Exchange Commission on such date.
Notwithstanding the planned transaction with China Oceanwide, which the Company still
expects to complete by the middle of 2017, the Board of Directors believes it is prudent to add additional directors at this time given 2016 director departures, potential upcoming retirements and the continuing obligations of the Board of Directors
in the interim.
Debra J. Perry
Ms. Perry, age 65, worked at Moodys Corporation from 1992 to 2004. From 2001 to 2004, Ms. Perry was a senior managing director
in the Global Ratings and Research Unit of Moodys Investors Service, Inc. where she oversaw the Americas Corporate Finance and U.S. Public Finance Groups. From 1999 to 2001, Ms. Perry served as Chief Administrative Officer and Chief
Credit Officer, and from 1996 to 1999, she was a group managing director for the Finance, Securities and Insurance Rating Groups of Moodys Corporation. Ms. Perry has also been a managing member of Perry Consulting LLC, an advisory firm
specializing in credit risk management and governance within the financial industry, since 2008. Ms. Perry has served as a director of the Sanford C. Bernstein Fund, Inc., a mutual fund, since July 2011, and Korn/Ferry International, a talent
management and executive search firm, since 2008. She was a member of the board of PartnerRe, a Bermuda-based reinsurance company, from June 2013 to March 2016. She was also a trustee of the Bank of America Funds from June 2011 until April 2016.
Ms. Perry served on the board of directors of CNO Financial Group, Inc. from 2004 to 2011. In 2014, Ms. Perry was named to the National Association of Corporate Directors Directorship 100, which recognizes the most influential people
in the boardroom and corporate governance community. From September 2012 to December 2014, Ms. Perry served as a member of the Executive Committee of the Committee for Economic Development (CED) in Washington, D.C. a
non-partisan,
business-led
public policy organization, until its merger with the Conference Board, and she continues as a member of CED. Ms. Perry received her B.A. in
History from the University of Wisconsin and her M.A. in European History from Yale University.
Robert P. Restrepo, Jr.
Mr. Restrepo, age 66, retired from State Auto Financial Corporation in 2015, having served as its Chairman from 2006 to December 2015 and
as its President and Chief Executive Officer from 2006 to May 2015. Mr. Restrepo has over 40 years of insurance industry experience, having held executive roles at Main Street America Group, Hanover Insurance Group Inc. (formerly Allmerica
Financial Corp), Travelers and Aetna. Mr. Restrepo has served as a director of Majesco, a provider of insurance software and consulting services, since August 2015, and RLI Corp., a property and casualty insurance company, since July 2016.
Mr. Restrepo also currently serves on the boards of directors of The Larry H. Miller Group of Companies and Nuclear Electric Insurance Limited. Mr. Restrepo received a B.A. in English from Yale University.