Genworth CFO Upton becomes interim accounting chief
The accounting-role change leaves Jerome T. Upton’s compensatory arrangements unchanged; his interim service continues until a new principal accounting officer is appointed.
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Form Type
8-K
Rhea-AI Filing Summary
Genworth Financial, Inc. (GNW) accepted the resignation of Darren W. Woodell, its Vice President and Controller (Principal Accounting Officer), on November 6, 2026; he had said he intended to resign effective in early November to pursue a new opportunity. Jerome T. Upton, the company’s Executive Vice President and Chief Financial Officer (Principal Financial Officer), became interim Principal Accounting Officer on November 6, 2026, and will serve until a successor is appointed. His compensatory arrangements will not change as a result. In connection with Thomas J. McInerney’s retirement, Upton is also set to become President and Chief Executive Officer (Principal Executive Officer) effective January 1, 2027.
8-K Event Classification
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
1 item
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Key Terms
Principal Accounting Officer, Principal Financial Officer, Principal Executive Officer
3 terms
Principal Accounting Officer technical
"serve as the Company’s interim Principal Accounting Officer"
The Principal Accounting Officer is the person responsible for making sure a company's financial records are accurate and follow the rules. They play a key role in preparing financial reports that show how well the company is doing. This helps investors, managers, and regulators trust the company's financial information.
Principal Financial Officer technical
"Chief Financial Officer (Principal Financial Officer)"
The principal financial officer is the senior executive who runs a company's financial operations: preparing and certifying financial reports, managing accounting controls, budgets and cash flow, and advising on financial strategy. Investors care about this role because its competence affects how trustworthy the company’s numbers are, how well it manages risk and capital needs, and the credibility of forecasts—like the chief navigator steering a firm's financial course.
Principal Executive Officer technical
"Chief Executive Officer (Principal Executive Officer)"
The principal executive officer is the highest-ranking manager who leads a company’s overall strategy, operations and public communication—often acting like the captain of a ship who sets direction and makes final calls. Investors watch this person because their decisions, credibility and ability to deliver results shape company performance, risk and market confidence, and changes in that role can directly affect stock value and corporate accountability.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
Who is Genworth Financial’s interim principal accounting officer?
Jerome T. Upton, the company’s Executive Vice President and Chief Financial Officer, became interim Principal Accounting Officer on November 6, 2026. He will serve until a new Principal Accounting Officer is appointed.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
___________________________________________________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report
(Date of earliest event reported)
___________________________________________________________
(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
___________________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | ||||
As previously announced by Genworth Financial, Inc. (the “Company”) on October 13, 2026, Darren W. Woodell, the Company’s Vice President and Controller (Principal Accounting Officer), notified the Company of his intention to resign to pursue a new opportunity, effective in early November 2026. On November 6, 2026, the Company accepted Mr. Woodell’s resignation, and the Company’s Board of Directors appointed Jerome T. Upton, the Company’s Executive Vice President and Chief Financial Officer (Principal Financial Officer) to serve as the Company’s interim Principal Accounting Officer, effective as of November 6, 2026. Mr. Upton will serve in this role until a new Principal Accounting Officer is appointed.
Mr. Upton’s compensatory arrangements will not change as a result of this appointment.
The information required by Item 5.02(c)(2) of Form 8‑K regarding Mr. Upton 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 30, 2026, in connection with the retirement of Thomas J. McInerney, Mr. Upton will also serve as the Company’s President and Chief Executive Officer (Principal Executive Officer), effective as of January 1, 2027.
There are no arrangements or understandings between Mr. Upton and any other person pursuant to which Mr. Upton was appointed as Principal Accounting Officer. There are no family relationships between Mr. Upton and any director or executive officer of the Company. Mr. Upton does not have any direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GENWORTH FINANCIAL, INC. | |||||||||||
| Date: November 9, 2026 | By: | /s/ Michael J. McCullough | |||||||||
| Michael J. McCullough | |||||||||||
| Senior Vice President and Corporate Secretary | |||||||||||