Business Context and Reporting Period
Company: Genworth Financial, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: March 16, 2005
Subject: Entry into a Material Definitive Agreement regarding executive compensation performance measures and base salary adjustments.
Key Financial Metrics
This filing does not report operational financial results such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation structures and salary figures.
| Executive Officer | Approved Base Salary (Effective May 1, 2005) |
|---|---|
| Michael D. Fraizer (Chairman, President, CEO) | $1,125,000 |
| Thomas H. Mann | $615,000 |
| Pamela S. Schutz | $500,000 |
| George R. Zippel | $500,000 |
| K. Rone Baldwin | $475,000 |
Material Changes Versus Prior Period
The filing notes that the performance measures for 2005 mirror those used in 2004. The primary material change is the formal adoption of specific performance metrics for 2005 and the approval of new base salaries for the Named Executive Officers, effective May 1, 2005.
Guidance, Outlook, and Management Commentary
- Compensation Structure: To qualify for exclusion from the Section 162(m) deduction limit, the Board established performance measures including Net Earnings, Consolidated Operating Earnings, Net Operating Earnings, and Operating Return On Equity.
- Discretion: The Management Development and Compensation Committee retains absolute discretion to determine actual award amounts, subject to maximum limits.
- Outlook: No financial guidance or market outlook is provided in this filing.
Investor Verification Checklist
- Verify the effective date of the new base salaries (May 1, 2005).
- Review the specific definitions of "Net Operating Earnings" and "Operating Return On Equity" to understand how executive bonuses will be calculated.
- Confirm the maximum annual award limits established for 2005, as the filing states they were set but does not list the specific dollar caps in the text provided.
- Check subsequent filings for actual performance results against the 2005 metrics to determine final compensation payouts.