Enact Holdings, Inc.
Incentive-Based Compensation Recovery Policy
Section 1. Introduction. The Compensation Committee (the “Committee”) of the board of directors (the “Board”) of Enact Holdings, Inc. (the “Corporation”) has adopted the Incentive-Based Compensation Recovery Policy (the “Policy”) to provide for the recovery by the Corporation 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 Rule 5608 of The Nasdaq Stock Market Listing Rules (hereinafter “Nasdaq Listing Rules” or “Nasdaq”).
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 Nasdaq listing rules and the Corporation’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 Corporation 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 Corporation as defined in Rule 5608 of the Nasdaq Listing Rules 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 Committee, the Board, the Audit Committee of the Board, or the officer or officers of the Corporation authorized to take such action concludes, or reasonably should have concluded, that the Corporation is required to prepare an Accounting Restatement, or (ii) the date a court, regulator or other legally authorized body directs the Corporation to prepare an Accounting Restatement. For the purposes of this Policy, an “Accounting Restatement” means a restatement of the Corporation’s financial statements due to the material noncompliance of the Corporation 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 Corporation’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 Corporation’s fiscal year) within or immediately
following such three completed fiscal years. However, a transition period between the last day of the Corporation’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 Corporation 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 Corporation’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 and total shareholder return upon which the Incentive-Based Compensation was received and (B) the Corporation will maintain documentation of that reasonable estimate and, if required by Nasdaq, provide such documentation to Nasdaq.
Section 10. Limited Exceptions. The Corporation 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 5608 of the Nasdaq Listing Rules 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 Nasdaq;
(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 Nasdaq, that recovery would result in such a violation, and must provide such opinion to Nasdaq; 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.
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 Corporation’s other recoupment policies, plans, awards and individual employment or other agreements (including any recoupment provisions in the Corporation’s equity incentive plans or award agreements), and any other rights or remedies available to the Corporation, including termination of employment. In the event that a recovery is initiated under the Policy, amounts of Incentive-Based Compensation previously recovered by the Corporation from a Covered Individual pursuant to the Corporation’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 Corporation 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 Nasdaq Listing Rule 5608, as applicable.
Section 16. Indemnification. The Corporation 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 Corporation 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 Nasdaq Listing Rule 5608, and any related rules or regulations promulgated by the SEC or Nasdaq including any additional or new requirements that become effective after October 2, 2023.
Adopted by the Committee on [●]
ANNEX A
ACKNOWLEDGMENT AND AGREEMENT
I acknowledge that I have received and reviewed a copy of the Enact Holdings, 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 Enact Holdings, Inc. or its subsidiaries under various agreements, plans and arrangements with Enact Holdings, Inc. or its subsidiaries. To the extent permitted by law, I hereby authorize Enact Holdings, 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:
Enact Holdings, Inc. Supplemental Discretionary Clawback Policy (Misconduct)
The Compensation Committee (the “Committee”) of Enact Holdings, Inc. (the “Corporation”) has adopted the following executive compensation recoupment policy covering the Corporation’s executive officers (within the meaning of Rule 3b-7 of the Securities Exchange Act of 1934, as amended) and its principal accounting officer (collectively referred to as “covered officers”):
If a covered officer engaged in Detrimental Conduct, the Corporation may take remedial and recovery action against any award or payment of incentive compensation, as determined at the discretion and direction of the Committee.
“Detrimental Conduct” means, on the part of any covered officer, (i) any misconduct or fraud that impacted any financial result or performance metric used in any Incentive-Based Compensation arrangement; (ii) any material breach of any non-solicitation, noncompetition, confidentiality or other covenant owed to the Corporation; (iii) any material breach of an employment agreement; (iv) any material breach of any applicable Corporate policy, including the Corporation’s Code of Ethics; (v) any material failure to cooperate with an investigation conducted by the Corporation or any governmental authority; (vi) any conviction of a felony or a crime of moral turpitude; (vii) any instance of fraud, theft, embezzlement or material dishonesty to the detriment of the Corporation; or (viii) the willful engagement in conduct that is demonstrably injurious to the Corporation (monetarily, reputationally or otherwise). For the avoidance of doubt, the definition of “Detrimental Conduct” does not include any disclosure or reporting of possible violations of applicable law or regulation to any governmental agency or entity, including the United States Department of Justice or the Securities and Exchange Commission, or making other disclosures that are protected under the whistleblower provisions of applicable law or regulation.
This policy supplements any requirements imposed pursuant to applicable law or regulations, any clawback or recoupment provision in the Corporation’s other recoupment policies, plans, awards and individual employment or other agreements (including any recoupment provisions in the Corporation’s equity incentive plans or award agreements), and any other rights or remedies available to the Corporation, including termination of employment.
Covered officers must sign the acknowledgement 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 officer.
ANNEX A
ACKNOWLEDGMENT AND AGREEMENT
I acknowledge that I have received and reviewed a copy of the Enact Clawback Policy (Misconduct), 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 officer” under the Policy. I further acknowledge, understand and agree that, as a covered officer, the Policy could affect the compensation I receive or may be entitled to receive from Enact Holdings, Inc. or its subsidiaries under various agreements, plans and arrangements with Enact Holdings, Inc. or its subsidiaries. To the extent permitted by law, I hereby authorize the Enact Holdings, 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:
