GENWORTH FINANCIAL INC (GNW): CEO Jerome T. Upton appointed

Events in this filing

Item 5.02 as filed

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Retirement of Thomas J. McInerney
On October 30, 2026, Genworth Financial, Inc. (the “Company”) announced that Thomas J. McInerney will retire as President and Chief Executive Officer (Principal Executive Officer) of the Company, effective as of the close of business on December 31, 2026. Mr. McInerney will also resign as a member of the Board of Directors of the Company (the “Board”) at the same time. Mr. McInerney’s retirement is not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Appointment of Jerome T. Upton as President and Chief Executive Officer and Board Member
In connection with Mr. McInerney’s retirement, the Board will appoint Jerome T. Upton as President and Chief Executive Officer (Principal Executive Officer) of the Company, effective as of January 1, 2027. The Board will also elect Mr. Upton to the Board to fill the vacancy resulting from Mr. McInerney’s resignation from the Board effective as of January 1, 2027. Until such time, Mr. McInerney and Mr. Upton will work together to ensure a seamless transition.
Information about Mr. Upton’s business experience is reported in our Annual Report on Form 10-K filed on February 27, 2026 at Item 10 ( Directors, Executive Officers and Corporate Governance ). As previously announced on October 8, 2026, in connection with the resignation of Darren W. Woodell, Mr. Upton will also serve as the Company’s Principal Accounting Officer on an interim basis, effective in early November 2026. Additionally, as previously reported, Mr. Upton served as Interim President and Chief Executive Officer (Principal Executive Officer) of the Company from July 7, 2026 to September 2, 2026, while Mr. McInerney was on a medical leave of absence.
Appointment of Angela R. Simmons as Executive Vice President and Chief Financial Officer
In connection with Mr. Upton’s appointment as President and Chief Executive Officer, Angela R. Simmons will be appointed as Executive Vice President and CFO (Principal Financial Officer) of the Company effective as of January 1, 2027.
Ms. Simmons, age 53, has been with Genworth since 2002, holding leadership roles spanning capital markets, SEC reporting, controllership and finance. Prior to becoming the CFO of the Company’s Closed Block businesses in 2020, Ms. Simmons served as Controller for the Company’s U.S. Life Insurance business and spent more than a decade leading the Company’s SEC Reporting function. Ms. Simmons received a B.S. in Accounting from the University of Virginia.
Other Information
There are no arrangements or understandings between Mr. Upton or Ms. Simmons and any other persons pursuant to which either of them expects to be appointed. Neither Mr. Upton nor Ms. Simmons has any family relationship with any of the Company’s directors or executive officers or any person nominated or chosen by the Company to become a director or executive officer. Neither Mr. Upton nor Ms. Simmons has any direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K.
The Company expects to approve new compensation terms for Mr. Upton and Ms. Simmons at a later date with respect to their new positions, and the Company will disclose those compensatory terms by an amendment to this Report.