DEF 14A of Renaissancere Holdings LTD

Filed Mar 20, 2025 · FY20240000913144-25-000057

Open on EDGAR

Director Nominees
Director Nominees
Continuing Directors
Continuing Directors
Continuing Directors
| | Independent | AC | Audit Committee | | | Chair | CG & HCMC | Corporate Governance and Human Capital Management Committee | | | Member | IRMC | Investment and Risk Management Committee | | | | SC | Standing Committee |
Continuing Directors
Board Snapshot
Key Skills and Experience
| 30% | | Annual Incentive Bonus |
Key Skills and Experience
| 28% | | Performance Shares |
Key Skills and Experience
| 30-35% | | Annual Incentive Bonus |
Key Skills and Experience
| 21-25% | | Performance Shares |
Key Skills and Experience
| Enhancements to Disclosure on Management-Related Performance Goals: | | | | ■Shareholders requested greater insight into the key objectives that comprise the management-related performance goals in the performance recognition award made to Mr. O’Donnell in November 2023. ■We have provided additional context and disclosure in this proxy statement around the progress made on those key objectives, including succession planning and talent development. See “Responding to Our Say-on-Pay Vote— Enhancements to Disclosure on Management-Related Performance Goals” for additional information. |
Key Skills and Experience
| Simplification of Annual Incentive Bonus Design: | | | | ■Over the past several years, including in the 2024 off-season, shareholder discussions have covered the performance metrics used for our annual incentive bonus. ■In 2024, the Governance and Human Capital Committee modified the metrics and weightings for the annual incentive bonus to better reflect our strategy and performance, align with market practice and shareholder feedback, and address the decreased availability of comparable peers. These changes simplify the structure of the program by eliminating relative metrics, streamlining financial metrics and increasing the weighting of financial metrics compared to strategic metrics. See “Annual Incentive Bonus Design and Mechanics—2024 Design Change” for a fulsome discussion of the changes to the annual incentive bonus design. |
Key Skills and Experience
| Climate Leadership •25+ years of leadership by our dedicated team of scientists in researching and modeling climate- related risks •Leveraging industry-leading climate data and expertise and integrating it holistically into our enterprise-wide risk management process and catastrophe models •Long-standing member of ClimateWise, an organization that promotes a systematic response to climate change across the financial system, with our Chief Executive Officer, Mr. O’Donnell serving as the Chair of the ClimateWise Insurance Advisory Council since 2022 | Responsible Investing •Elimination of direct investments in companies with (i) an MSCI CCC rating, (ii) more than 10% of revenues from thermal coal mining, or (iii) high carbon intensity (as measured by MSCI) •Formal Responsible Investing Policy •Approximately 72% reduction in carbon intensity of our corporate credit and equity portfolios between December 2020 and December 2024 | Environmental Footprint •Dedicated internal Global Green Group responsible for consolidating environmental data and advancing our operational sustainability strategy •Tracking and offsetting of our estimated operational carbon emissions |
Majority Vote Requirement
Majority Vote Requirement Each director nominee who receives a majority of the votes cast at the Annual Meeting will be elected as a director. However, if a nominee fails to receive a majority of the votes cast at the Annual Meeting, such nominee will tender an irrevocable resignation that will be effective upon the Board’s acceptance of such resignation, as codified in our Corporate Governance Guidelines. Upon the submission of the resignation, the Governance and Human Capital Committee will promptly consider the resignation and make a recommendation to the Board, and the Board will consider any relevant factors in deciding whether to accept or reject the director’s resignation. Skills and Experience of Our Nominees and Continuing Directors Each nominee has extensive business experience, education and personal skills that qualify him or her to serve as an effective Board member. The specific experience and qualifications of the nominees are set forth below. We encourage you to read the biographies of our nominees and continuing directors, as well as the discussion of our Board’s composition.
Majority Vote Requirement
| Alignment of Director and Director Nominee Skills and Strategy RenaissanceRe is a global provider of reinsurance and insurance. Our mission is to match desirable risk with efficient capital to achieve our vision of being the best underwriter. We believe that this will allow us to produce superior returns for our shareholders over the long term, and to enable our purpose of protecting communities and enabling prosperity. Our strategy focuses on operating as an integrated system of three competitive advantages: superior risk selection, superior customer relationships and superior capital management. Our Governance and Human Capital Committee has determined that each of our directors and director nominees possess the appropriate skills and experiences individually to effectively oversee our business strategy on a collective basis. As detailed in each director and director nominees’ biography below, our Board collectively leverages its strength in the following areas: | | | | | | | | | | | | | | | | | | Actuarial | Corporate Governance | Data Analytics / Digital | Executive Management | Financial & Audit | International | Investments / Asset Management | Macroeconomic Policy | | | | | | | | | | | Public Company CEO | (Re)Insurance Operations | Risk / Compliance / Regulation | Strategic Transactions | Sustainability | Talent/Human Capital | Technology / Cybersecurity | Underwriting |
Majority Vote Requirement
Director Nominees Class II Director (whose term, if elected, expires in 2027)
Majority Vote Requirement
| | | Age: 66 Director Since: 2024 Committees: Investment and Risk Management | | Other Public Company Boards •None Investment Company Boards •The Haverford Trust Company |
Majority Vote Requirement
Loretta J. Mester
INDEPENDENT
INDEPENDENT
Background and Qualifications
Background and Qualifications Loretta J. Mester served as the President and Chief Executive Officer of the Federal Reserve Bank of Cleveland from 2014 until her retirement in 2024. Prior to joining the Federal Reserve Bank of Cleveland, she served at the Federal Reserve Bank of Philadelphia in a variety of roles, including executive vice president and director of research. Dr. Mester has been an adjunct professor of finance at the Wharton School of the University of Pennsylvania since 2001, and currently serves as a trustee of the Cleveland Clinic, a director of the Council for Economic Education, a trustee of the Musical Arts Association (Cleveland Orchestra), a founding director of the Financial Intermediation Research Society, a member of the senior council of the Central Bank Research Association, a member of the advisory board of the Financial Intermediation Network of European Studies, and as a member of the Visa Economic Institute Advisory Council. Dr. Mester is currently a member of the Board of Directors of The Haverford Trust Company, an SEC registered investment advisor. Over the course of her career, Dr. Mester participated in the formulation of U.S. monetary policy, engaged in the supervision and regulation of commercial banks, and oversaw an organization that conducted economic research, promoted community development and provided payment services to the U.S. Treasury. Class III Directors (whose terms, if elected, expire in 2028)
Background and Qualifications
| | | Age: 66 Director Since: 2006 Committees: Governance and Human Capital (Chair) | | Other Public Company Boards •None |
Background and Qualifications
Henry Klehm III
INDEPENDENT
INDEPENDENT
Background and Qualifications
Background and Qualifications Mr. Klehm has been a partner at the law firm Jones Day since 2008 and has been the Practice Leader of the firm’s Securities Litigation and SEC Enforcement Practice since January 2017. From 2002 to 2007, Mr. Klehm served as Global Head of Compliance for Deutsche Bank, AG. Prior to joining Deutsche Bank, AG, Mr. Klehm served as Chief Regulatory Officer and Deputy General Counsel at Prudential Financial from 1999 to 2002. Prior to joining Prudential Financial, Mr. Klehm served in various positions with the U.S. Securities and Exchange Commission (the “Commission” or the “SEC”), including as Senior Associate Director of the Northeast Regional Office. Mr. Klehm has extensive experience counseling boards, corporations and financial institutions on a range of matters including related to risk, compliance, regulation and corporate governance.
Background and Qualifications
| | | Age: 67 Director Since: 2017 Committees: Audit | | Other Public Company Boards •London Stock Exchange Group, plc (2017 to present) |
Background and Qualifications
Valerie Rahmani
INDEPENDENT
INDEPENDENT
Background and Qualifications
Background and Qualifications Dr. Rahmani has more than 30 years of experience in the technology industry, including more than 25 years at IBM, where she served in roles of increasing seniority across multiple global business segments from 1981 to 2009, most recently as General Manager of Internet Security Systems. Subsequent to her tenure at IBM, Dr. Rahmani was Chief Executive Officer at Damballa, Inc., a privately held Internet security software company, from 2009 to 2012. From 2017 to 2019, she served as the part-time head of the Innovation Panel at Standard Life Aberdeen plc, a UK-based FTSE 100 global investment company. She has served on the Board of the London Stock Exchange Group, plc since 2017, and currently serves as a member of the Nomination Committee, Remuneration Committee and Risk Committee. Previously, Dr. Rahmani served as a member of the boards of directors of Elliot Opportunity II Corp. from 2021 to 2023, Computer Task Group, Incorporated from 2015 to 2023, and Aberdeen Asset Management PLC from 2015 to 2017. Dr. Rahmani has significant experience as an executive and serving on public company boards of directors, as well as expertise and knowledge related to technology, technical risk management, and digital transformation.
Background and Qualifications
| | | Age: 58 Director Since: 2016 Committees: Audit (Chair) | | Other Public Company Boards •Alliant Energy Corporation (2005 to present) •First Business Financial Services, Inc. (2016 to 2024) |
Background and Qualifications
Carol P. Sanders
INDEPENDENT
INDEPENDENT
Background and Qualifications
Background and Qualifications Ms. Sanders has served as the President of Carol P. Sanders Consulting, LLC, providing consulting services to the insurance and technology industries, since June 2015. From June 2013 until June 2015, she served as Executive Vice President, Chief Financial Officer and Treasurer of Sentry Insurance Company. Previously she served as the Executive Vice President and Chief Operating Officer of Jewelers Mutual Insurance Company from November 2012 until June 2013, where she also served as Senior Vice President, Chief Financial Officer and Treasurer from May 2011 until November 2012 and as Chief Financial Officer and Treasurer from 2004 until May 2011, after holding a series of positions of increasing responsibility in finance, accounting, treasury and tax. Ms. Sanders is currently a member of the board of directors of Alliant Energy Corporation, a public utility holding company, where she serves as the Lead Independent Director, Chair of the Nominating and Governance Committee, and as a member of the Audit Committee and the Executive Committee, and a member of the board of directors and Chair of the Risk Committee of GuideOne Insurance Group, a mutual insurance company. Ms. Sanders previously served on the board of directors of First Business Financial Services, Inc., a registered bank holding company from 2016 until December 2024. She brings significant experience related to strategic leadership, finance and audit, human capital management and risk management to the Board.
Background and Qualifications
| | | Age: 71 Director Since: 2019 Committees: Governance and Human Capital | | Other Public Company Boards •Canadian Tire Corporation (2019 to present) |
Background and Qualifications
Cynthia Trudell
INDEPENDENT
INDEPENDENT
Background and Qualifications
Background and Qualifications Ms. Trudell has served as the sole principal of Trudell Human Capital Consulting, LLC since 2017. From 2011 until her retirement in September 2017, Ms. Trudell served as Executive Vice President and Chief Human Resources Officer of PepsiCo, Inc. (“PepsiCo”). From 2007 through 2011, she served as Senior Vice President and Chief Personnel Officer of PepsiCo. Prior to her tenure at PepsiCo, Ms. Trudell held a number of executive operating and general management positions with General Motors Corporation from 1981 to 2001, and Brunswick Corporation from 2001 to 2006, including chairwoman and president of Saturn Corporation, president of IBC Vehicles and president of Sea Ray Group. Since 2019, Ms. Trudell has served on the board of Canadian Tire Corporation, a Canadian retail company publicly traded on the Toronto Stock Exchange, where she is Chair of the Compensation Committee and a member of the Governance Committee. From 2013 to 2019, she served as a member of the Defense Business Board, which provides business advice to the U.S. Department of Defense. Previously, Ms. Trudell served as a member of the boards of directors of ISS A/S from 2015 to 2023, The Pepsi Bottling Group, Inc. from 2008 to 2010, Canadian Imperial Bank of Commerce from 2005 to 2008, and PepsiCo, Inc. from 2000 to 2007. Ms. Trudell brings significant experience related to human capital management, executive leadership and strategy, and global operations to the Board. Continuing Directors The members of the Board whose terms do not expire at the Annual Meeting and who are not standing for election at this year’s Annual Meeting are set forth below. Class I Directors (whose terms expire in 2026)
Background and Qualifications
| | | Age: 70 Director Since: 2008 Committees: Governance and Human Capital | | Other Public Company Boards •None |
Background and Qualifications
David C. Bushnell
INDEPENDENT
INDEPENDENT
Background and Qualifications
Background and Qualifications Mr. Bushnell has served as the principal of Bushnell Consulting, a financial services consulting firm, since 2008. Mr. Bushnell retired from Citigroup Inc. in 2007, after 22 years of service. Mr. Bushnell served as the Senior Risk Officer of Citigroup from 2003 through 2007 and retired as Chief Administrative Officer in 2007. Following his retirement from Citigroup, Mr. Bushnell served as a consultant to Citigroup until December 31, 2008. Previously, Mr. Bushnell worked for Salomon Smith Barney Inc. (later acquired by Citigroup) and its predecessors in a variety of positions, including as a managing director and Chief Risk Officer. In addition to his board service on Cordia Bancorp Inc. (“Cordia”), a public bank holding company, from 2011 to 2016, Mr. Bushnell served as Chief Risk Officer of Cordia and its wholly owned subsidiary, Bank of Virginia, from 2011 until Cordia was acquired in September 2016. Mr. Bushnell brings significant experience related to risk management, operations, investments and asset management to the Board.
Background and Qualifications
| | | Age: 61 Director Since: 2008 Committees: Standing | | Other Public Company Boards •None |
Background and Qualifications
James L. Gibbons
INDEPENDENT NON-EXECUTIVE CHAIR OF THE BOARD
INDEPENDENT NON-EXECUTIVE CHAIR OF THE BOARD
Background and Qualifications
Background and Qualifications Mr. Gibbons, a Bermudian citizen, is Executive Chairman of Harbour International Trust Company Limited and the Treasurer, a Director and member of the Executive Committee of Edmund Gibbons Limited (“EGL”). Mr. Gibbons also serves as a Director and member of the Risk Committee of Clarien Bank Limited (“Clarien”), an international financial company. He was also Non-Executive President of Bermuda Air Conditioning Limited (“BACL”) through March 2019 and currently serves as a Director of BACL. Mr. Gibbons served as Chair of Capital G Bank Limited from 1999 to 2013 and as President and Chief Executive Officer of Capital G Limited from 1999 to 2010, prior to the change of name to Clarien from Capital G in 2014. He also serves as an Honorary Trustee of the Bermuda Underwater Exploration Institute. Mr. Gibbons has substantial expertise related to executive management, and financial and audit skills, as well as the Bermuda business and regulatory environment.
Background and Qualifications
| | | Age: 65 Director Since: 2022 Committees: Audit | | Other Public Company Boards •None |
Background and Qualifications
Shyam Gidumal
INDEPENDENT
INDEPENDENT
Background and Qualifications
Background and Qualifications From February 2020 to November 2021, Mr. Gidumal served as the President and Chief Operating Officer of WeWork Inc. From March 2011 to June 2019, Mr. Gidumal served as a Principal at Ernst & Young Global Limited, where he led the Consumer Products and Retail segment. Over his career he has held several executive roles, including at Worldcom (Asia), Acterna, Armstrong Furniture, and The Boston Consulting Group. Mr. Gidumal has been a Member of the Board of Directors of the National Multiple Sclerosis Society since 2014. Mr. Gidumal has over 35 years of experience in operational leadership, digital transformation, and strategy development as a senior executive, board member, private equity investor and advisor.
Background and Qualifications
| | | Age: 63 Director Since: 2023 Committees: Investment and Risk Management, Standing | | Other Public Company Boards •None |
Background and Qualifications
Torsten Jeworrek
INDEPENDENT
INDEPENDENT
Background and Qualifications
Background and Qualifications From 2003 until his retirement in 2022, Dr. Jeworrek served as a Member of the Board of Management and the CEO Reinsurance of Munich Reinsurance AG (“Munich Re”). As CEO Reinsurance, Dr. Jeworrek was directly responsible for Reinsurance Strategy, Data and Analytics, IT, Group Innovation, Internet of Things, Corporate Underwriting and Geo & Climate Risks Research. Dr. Jeworrek joined Munich Re in 1990 as an underwriter, and served in a variety of roles, including Head of Department for Financial Reinsurance from 1999 to 2001 and Head of P&C for Netherlands, Nordic countries, UK and Ireland from 2001 to 2003. Dr. Jeworrek has been a member of the Executive Board of the National Academy of Science and Technology since 2023. Dr. Jeworrek brings significant experience related to underwriting and risk management, data analytics and actuarial knowledge to the Board. Class II Directors (whose terms expire in 2027)
Background and Qualifications
| | | Age: 68 Director Since: 2017 Committees: Investment and Risk Management (Chair) | | Other Public Company Boards •Citigroup Inc. (2013 to present) |
Background and Qualifications
Duncan P. Hennes
INDEPENDENT
INDEPENDENT
Background and Qualifications
Background and Qualifications Mr. Hennes has served as the Co-Founder and Managing Member of Atrevida Partners, LLC (“Atrevida”) since 2007. Prior to co-founding Atrevida, he served as Co-Founder and Partner of Promontory Financial Group from 1999 to 2006. Prior to that, Mr. Hennes served in a number of senior executive positions at Bankers Trust Corporation, including Executive Vice President in charge of Trading, Sales and Derivatives, and as the Chairman of the Board of Oversight Partners I, the consortium that took control of Long Term Capital Management, from 1987 to 1998. From 1998 to 1999 he was the Chief Executive Officer at Soros Fund Management, LLC. Mr. Hennes is currently a member of the Board of Directors of Citigroup Inc. (“Citigroup”), where he serves as the Chair of the Risk Management Committee and the Compensation, Performance Management and Culture Committee, and as a member of the Audit Committee and the Executive Committee, and is also a member of the Board of Directors of Citibank, N.A., Citigroup’s primary subsidiary. Mr. Hennes is an experienced financial services professional who has significant expertise in the areas of financial services, risk management and regulatory and compliance.
Background and Qualifications
| | | Age: 58 Director Since: 2013 Committees: Standing (Chair) | | Other Public Company Boards •None |
Background and Qualifications
Kevin J. O’Donnell
Standing Committee
| Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Total ($) | | David C. Bushnell | 125,000 | 164,832 | 289,832 | | James L. Gibbons | 190,000 | 314,924 | 504,924 | | Shyam Gidumal | 125,000 | 164,832 | 289,832 | | Brian G. J. Gray | 160,000 | 164,832 | 324,832 | | Duncan P. Hennes | 125,000 | 164,832 | 289,832 | | Torsten Jeworrek | 125,000 | 164,832 | 289,832 | | Henry Klehm III | 160,000 | 164,832 | 324,832 | | Loretta J. Mester | 62,500 | 164,795 | 227,295 | | Valerie Rahmani | 125,000 | 164,832 | 289,832 | | Carol P. Sanders | 160,000 | 164,832 | 324,832 | | Cynthia Trudell | 125,000 | 164,832 | 289,832 |
Standing Committee
(1)Amounts shown reflect the annual retainer and annual committee chair retainers, described below, with the retainer paid to Dr. Mester pro-rated for her service on the Board during 2024. (2)The amounts in this column represent the aggregate grant date fair value of time-vested restricted shares granted to our non-employee directors in 2024, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, excluding the effect of estimated forfeitures. The assumptions made in the valuation of stock awards are discussed in Note 17. (Stock Incentive Compensation and Employee Benefit Plans) of our 2024 Form 10-K. These values do not represent the actual value the recipient will or has received from the award. On March 1, 2024, each of Messrs. Bushnell, Gidumal, Gray, Hennes and Klehm, Drs. Jeworrek and Rahmani, and Mses. Sanders and Trudell, were awarded 738 restricted shares, and Mr. Gibbons was awarded 1,410 restricted shares. On November 6, 2024, Dr. Mester was awarded 593 restricted shares. All of the restricted shares awarded to our non- employee directors in 2024 are scheduled to vest in three substantially equal annual installments beginning on March 1, 2025, subject to the director’s continued service through the applicable vesting date. The aggregate number of restricted shares outstanding as of December 31, 2024 for each non-employee director who served on the Board during 2024 was as follows: Mr. Gibbons: 3,076 restricted shares; Messrs. Bushnell, Hennes and Klehm and Mses. Sanders and Trudell, and Dr. Rahmani: 1,599 restricted shares each; Mr. Gidumal: 1,591 restricted shares; Dr. Jeworrek: 1,260 restricted shares; Dr. Mester: 593 restricted shares and Mr. Gray: 0 restricted shares. In connection with Mr. Gray’s retirement from the Board on November 6, 2024, the vesting of all of his outstanding restricted shares accelerated in accordance with the terms of his award agreements. Director Compensation Program The Governance and Human Capital Committee reviews director compensation annually. While the Governance and Human Capital Committee does not target specific director pay levels against market data, with the assistance of Mercer (U.S.) Inc. (“Mercer”), its independent compensation consultant, the Governance and Human Capital Committee analyzes the competitiveness of our director compensation using market data for non-employee directors of the same group of peer companies used to evaluate executive compensation (see “The Market for Talent” below). The Governance and Human Capital Committee reviews both the structure and amount of non-employee director compensation paid at these peer companies. In addition, since the talent market for directors is broader than the market for executives, the Governance and Human Capital Committee also reviews director compensation among companies in the S&P 500 indices. The Governance and Human Capital Committee did not make any changes to non-executive director compensation in connection with its annual 2024 review. Annual Cash Retainers. During 2024, each of our non-employee directors other than the Non-Executive Chair of the Board received an annual cash retainer of $125,000. Our Non-Executive Chair of the Board received an annual cash retainer of $190,000. In addition, the Chairs of our Audit Committee, Governance and Human Capital Committee, and Investment and Risk Management Committee each received a committee chair cash retainer of $35,000. These amounts were consistent with the amounts paid in 2023. If a non-employee director joins the Board after the start of the fiscal year, the director will be paid a prorated retainer based on the number of regularly scheduled Board meetings anticipated to be attended as director, subject to a minimum of 50% of the annual retainer fee. We reimburse all directors for expenses incurred in connection with service on the Board, including reimbursement of expenses incurred in connection with attending educational seminars. The Non-Executive Chair of the Board is reimbursed for expenses incurred in connection with attending certain industry events and functions. Generally, spousal travel on our corporate aircraft in connection with a business-related trip of a director is permitted, with spousal travel added to the director’s reported U.S. federal income, as applicable, based on the standard industry fare level valuation method. There is no incremental cost to us of providing this benefit and we do not reimburse the directors for the additional tax associated with this benefit. Equity Awards. Our Governance and Human Capital Committee weighs directors’ compensation heavily in equity-based incentive awards to further align their interests with the long-term interests of our shareholders. During 2024, each non- employee director other than the Non-Executive Chair of the Board received a grant of restricted shares valued at approximately $165,000, and the Non-Executive Chair of the Board received a grant of restricted shares valued at approximately $315,000. The values of these grants were consistent with the 2023 grants. Restricted shares granted to our non-employee directors generally vest in equal annual installments over three years. These restricted shares generally accelerate and vest on a director’s separation from service on the Board unless a director is requested to depart the Board for cause, in which case such restricted shares are forfeited. Dividends are paid currently on time-vested restricted shares. Non- employee directors who start mid-year receive a full-value annual restricted stock grant. The date of grant for such awards will be the director’s start date, and the awards will vest on the same dates as the regular director grants. Limitation on Non-Employee Director Compensation. Pursuant to the RenaissanceRe Holdings Ltd. 2016 Long-Term Incentive Plan, as amended (the “2016 LTI Plan”), the maximum value of any awards granted to any non-employee director in any one calendar year, taken together with any cash fees paid to such non-employee director during such calendar year, may not exceed $1,500,000. Director Equity Ownership Policy; No Hedging or Pledging Pursuant to our equity ownership policy for independent directors, which is designed to further our goal of aligning the interests of our directors and shareholders, each of our independent directors is required to hold common shares (including vested and unvested restricted shares) having a value equal to five times their then-current annual cash retainer or such lesser amount as the director has been granted to date. Our independent directors generally are not permitted to sell any of the equity granted to them unless they have met their ownership requirements. As of December 31, 2024, all of our independent directors had satisfied their ownership requirements other than Dr. Jeworrek, who did not join the Company until May 9, 2023, and Dr. Mester, who did not join the Company until November 6, 2024. However, Drs. Jeworrek and Mester are in compliance with our guidelines because they are not required to purchase shares in the open market in order to satisfy their ownership requirements. Our directors are subject to our anti-hedging, anti-pledging and other trading policies, which prohibit transactions in our securities outside of designated “window” periods (except pursuant to previously adopted and approved Rule 10b5-1 plans), hedging the market value of any of our securities, and short sales of, or margin loans on, our securities. Executive Officers Our executive officers provide functional oversight of our business units and have primary responsibility for setting Company policy and decision-making authority. Our executive officers, as defined in the Exchange Act, include our Chief Executive
Overview of Proposal
| | Description | Performance Period/Metrics | | Salary | Fixed component of compensation | ■Reflects expertise and scope of responsibilities in a competitive market for executive talent | | Annual Incentive Bonus | Annual, at-risk cash incentive program designed to promote achievement of financial metrics and strategic goals and objectives against pre-defined targets that support long-term growth and operational efficiencies. See "Annual Incentive Bonus Design and Mechanics—2024 Design Changes" for updates to this component of compensation. | ■One-year performance period ■Metrics (weighting): •Adjusted Operating ROE(1) vs. target (50%) •Ratio of actual gross premiums written to budget (20%) •Board-approved strategic goals and objectives (30%) | | Long-Term Incentive Awards (At-risk, long-term, equity-based compensation to encourage multi- year performance and retention) | Time-Vested Restricted Shares ■Subject to service-based vesting ■Comprise 50% of annual long-term incentive awards for all named executive officers | ■Four-year vesting period (equal annual installments) | | | Performance Shares ■Subject to both performance-and service-based vesting ■Comprise 50% of annual long-term incentive awards for all named executive officers | ■Three-year performance/vesting period ■Metrics (weighting): •Average change in book value per common share plus change in accumulated dividends (75%) •Average underwriting expense ratio rank compared to peers (25%) |
Short-Term
Short-Term
Long-Term
Long-Term (1)For additional information on our calculation of Adjusted Operating ROE and how the Governance and Human Capital Committee determines the target, see “Annual Incentive Bonus Design and Mechanics—Performance Metrics.” The Governance and Human Capital Committee does not mandate a specific allocation among the compensation components, but believes that a majority of total direct compensation should be at-risk and subject to the achievement of performance objectives and/or our stock price performance as well as service-based vesting criteria. Mr. O’Donnell has the highest overall percentage of performance-based and at-risk pay, followed by the other named executive officers, who report to Mr. O’Donnell and are members of our management governance committee, along with Mr. O’Donnell. The Governance and Human Capital Committee conducted an in-depth assessment of the competitive pay environment in 2024 with input from its independent compensation consultant, Mercer, and determined that the compensation program continued to reflect the needs of the Company, with the majority of executive pay being at-risk and subject to successful execution against pre-set performance metrics. The annual target pay mixes for the named executive officers were generally consistent with the prior year, except for Mr. Marra, our Group Chief Underwriting Officer, who received a salary increase in November of 2024 to reflect the increased scale and complexity of his role after the integration of Validus, and better align him with our peers. The details of the pay mix are discussed below under “Principal Components of Our Executive Compensation Program.” In 2024, the Governance and Human Capital Committee modified the metrics and weightings for the annual incentive bonus to better reflect our strategy and performance, align with market practice and shareholder feedback, and address the decreased availability of comparable peers. These changes simplify the structure of the program by eliminating relative metrics, streamlining financial metrics and increasing the weighting of financial metrics compared to strategic metrics. See “Annual Incentive Bonus Design and Mechanics—2024 Design.” The annual target pay mix for our Chief Executive Officer and each of our other named executive officers for 2024 was:
Long-Term
| 13% | | Salary |
Long-Term
| 30% | | Annual Incentive Bonus |
Long-Term
| 28% | | Time Vested Restricted Shares |
Long-Term
| 28% | | Performance Shares |
Long-Term
87% At-Risk
Long-Term
| 20-24% | | Salary |
Long-Term
| 30-35% | | Annual Incentive Bonus |
Long-Term
| 21-25% | | Performance Shares |
Long-Term
| 21-25% | | Time Vested Restricted Shares |
Long-Term
76-80% At-Risk *Due to rounding, percentages may not total precisely. Link Between Pay and Performance for 2024 When reviewing the performance and considering the compensation of our named executive officers, the Governance and Human Capital Committee considers our strategic, operational and financial performance over both the short and long term. The Governance and Human Capital Committee evaluates and sets performance goals that are designed to be rigorous, with the goals set at the time of grant for all performance-based compensation. In 2024, we benefited from strong execution of our consistent long-term strategy. We believe that completing the Validus integration further accelerated our strategy at a critical juncture in the reinsurance cycle. As discussed in more detail below under “Annual Incentive Bonus Design and Mechanics—2024 Design Changes,” for 2024, the Governance and Human Capital Management Committee streamlined and adjusted the weighting of the performance metrics applicable to our annual incentive bonus to better reflect our strategy and performance, align with market practice and shareholder feedback, and address the decreased availability of comparable peers. We saw strong performance against our strategic plan, exceeded our target Adjusted Operating ROE and met our gross premiums written target for the year. As a result, our 2024 annual incentive bonuses paid out at 176% of target. For metrics applicable to our 2022 performance share awards, we achieved above-target performance on both metrics – average change in book value per common share plus change in accumulated dividends over the three-year performance cycle and three-year average underwriting expense ratio rank compared to peers. As a result, our performance shares for the 2022 to 2024 performance period paid out at 180% of target. The graphic below provides supplemental disclosure regarding the performance metrics under our incentive programs and the achievement levels against those metrics and should not be viewed as a substitute for the disclosure included in “Pay Versus Performance.”
Long-Term
| Adjusted Operating ROE(1) | 28.8% (Target of 10.44%) | Annual Incentive Bonus 176% of Target | | Gross Premiums Written | $11.7B (100.6% of Budget) | | | ■Consistent commitment to our strategy as a global reinsurer ■Strong performance across Three Drivers of Profit ■Continued to deliver on our value proposition composed of leadership, expertise and partnership ■Completed integration of Validus ■Successful delivery of the combined RenaissanceRe and Validus portfolio ■Introduced new underwriting leadership roles to support our increased scale ■Prudent capital management in volatile environment ■Enhanced share repurchase program ■Continued to enhance operations to execute at scale ■Effective succession planning and talent management | | | | Three-Year Average Change in Book Value per Common Share plus Change in Accumulated Dividends(2) | 27.4% (Target of 7.0%) | Performance Shares 180% of Target | | Three-Year Average Underwriting Expense Ratio Rank Compared to Peers(2) | 31.0% (5th Best in Peer Group) | |
Annual Incentive Bonus
Annual Incentive Bonus
Performance Shares
Performance Shares
Plan Performance
| | | | | Tie Pay to Performance, with a Goal-Setting Process Aligned to Shareholder Returns | | | Robust Share Ownership Guidelines | | | Clawback Policy for Incentive Compensation | | | Minimum Vesting Periods for Equity Awards | | | Independent Compensation Consultant | | | Active Shareholder Engagement | | | Maximum Payout Cap for Long-Term Incentives and Annual Incentive Bonus | | | Double-Trigger Severance and Vesting in the Event of a Change in Control | | | Fixed Share Reserve for Equity Awards |
2024 Say-on-Pay Vote Result
2024 Say-on-Pay Vote Result We acknowledge the 72% support on say-on-pay at our 2024 Annual Meeting was below our traditionally high level of support, which averaged 95% over the previous four years. At the direction of our Board, we undertook a comprehensive effort to ensure that we understood the rationale of those shareholders who voted for and against say-on-pay and proactively addressed feedback in advance of our 2025 Annual Meeting. In the months following our 2024 Annual Meeting, we reached out to a broad group of our shareholders, inclusive of those who voted both for, and against, our say-on-pay proposal and engaged with shareholders representing 68% of our outstanding shares. As part of this process, we offered a meeting or spoke with all of our top-10 shareholders, and spoke with all of those that voted against our say-on-pay proposal. Overall, our discussions were open, wide-ranging and informative, encompassing our strong performance over the past year, progress on the successful integration of Validus, updates on market outlook, executive compensation, our approach to board structure and composition, and our approach to sustainability, including climate risk and human capital management. Below is a summary of the actions taken by the Governance and Human Capital Committee to align our compensation practices with our strategy and respond to shareholder feedback on the three most common compensation-related topics raised in those discussions. Performance Recognition Awards and Use of One-Time Awards Shareholders, including those who voted both for and against our say-on-pay proposal, generally expressed satisfaction with the Governance and Human Capital Committee’s approach to executive compensation. In recent engagement discussions, as well as in meetings which occurred in the weeks leading up to our 2024 Annual Meeting, those shareholders who voted against our say-on-pay proposal shared that the primary reason for not supporting the proposal was due to the one-time nature of the performance recognition awards made in November 2023 in connection with our acquisition of Validus, rather than a reflection of other concerns regarding the overall compensation program. Some shareholders asked whether the Governance and Human Capital Committee intended to grant additional awards outside of the compensation program to our senior leaders. As originally disclosed in our 2024 proxy statement, we conveyed that the performance recognition awards were granted to appropriately recognize the efforts of our Chief Executive Officer in closing the Validus acquisition and incentivize and retain our senior leadership team to maximize the value of the transaction over the following years. Shareholders generally understood the Governance and Human Capital Committee’s rationale and expressed support for the strong progress we had made to integrate Validus and the Company’s exceptional performance since the acquisition. We reiterated that the Governance and Human Capital Committee considers the transformational acquisition of Validus to be an extraordinary circumstance, and as noted above, the Governance and Human Capital Committee does not intend to make any additional one-time awards absent exceptional circumstances. Enhancements to Disclosure on Management-Related Performance Goals While shareholders generally expressed an understanding for the Governance and Human Capital Committee’s rationale for granting the performance recognition awards, a number of investors sought clarity on the structure of the Chief Executive Officer’s award, including its differentiation from the performance-based incentives used in the annual performance share awards, as well as the specific metrics tied to the management-related performance objectives for Mr. O’Donnell. We addressed certain of these topics in our 2024 proxy statement, including the rationale for the award structure, the intentional choice of metrics, time horizon, rigor and how the performance recognition award metrics differed from those in our annual performance share awards. As previously disclosed, vesting of a portion of the Chief Executive Officer’s performance recognition award is tied to the Board’s evaluation of Mr. O‘Donnell’s successful execution of key management-related performance objectives. These include: maximizing the potential value that the Validus acquisition brings to shareholders through successful integration; leading the Company as we bring together two businesses and accelerate our long-term strategy; and developing talent, including new Validus employees and long-term succession planning. Over the course of 2024, substantial progress was made related to certain of these key management-related performance objectives. This included: the full integration of Validus’ people, processes and systems into RenaissanceRe which enabled us to successfully deliver the combined RenaissanceRe and Validus portfolio; enhancing our organizational succession planning and talent development; introducing new underwriting leadership roles to support our increased scale; and progressing projects related to data insights and to enable us to continue to enhance our operations to execute at scale. Following the conclusion of the performance period, we will provide additional disclosure in our annual proxy statement regarding the performance objectives and the achievement levels. Simplification of Annual Incentive Bonus Design We also regularly discuss the structure and performance metrics used for our annual incentive bonus plan in shareholder meetings. Most shareholders expressed that they were pleased with how the annual incentive bonus aligns executives’ interests with their long-term interests and the strong link between pay and performance. Shareholders expressed interest in better understanding the rationale for the choice of metrics and target setting in the annual incentive bonus plan. The Governance and Human Capital Committee continuously evaluates our annual incentive bonus design, taking into account market practices, shareholder feedback and alignment with our corporate strategy. In February 2024, the Governance and Human Capital Committee modified the metrics and weightings for the annual incentive bonus to better reflect our strategy and performance, align with market practice and shareholder feedback, and address the decreased availability of comparable peers. These changes simplify the structure of the program by eliminating relative metrics, streamlining financial metrics and increasing the weighting of financial metrics compared to strategic metrics. See “Annual Incentive Bonus” below for additional disclosure. The Governance and Human Capital Committee greatly appreciates the feedback received during these meetings and believes that the affirmation regarding the use of one-time awards, enhancements to disclosure and programmatic changes discussed above continue to align executive compensation with long-term shareholder value creation and are responsive to feedback from our shareholders. The Governance and Human Capital Committee remains confident that the current executive compensation design reflects the best interests of the Company and its shareholders and looks forward to continued dialogue on these topics in the years ahead. Executive Compensation Determination Process In order to design an executive compensation program that aligns the interests of our executives with the long-term interests of our shareholders, our Governance and Human Capital Committee leads a rigorous and continuous process evaluating our executive compensation program throughout the year.
2024 Say-on-Pay Vote Result
| Assess | •Feedback on compensation program from shareholder outreach, as well as through annual say-on-pay vote •Market data with Mercer to determine competitiveness •Alignment of performance measures with our overall strategy •Ability of our incentive plan to attract, motivate and retain highly talented executive officers •Annual risk review of our compensation structure, elements and incentives, including perquisites and personal benefits •Makeup of peer group | | Establish | •Performance metrics for short- and long-term awards •Specific targets, thresholds and maximums for each performance metric •Relevant compensation and performance share peer groups •Performance goals for our Chief Executive Officer •Salary and target annual incentive bonus levels for our named executive officers | | Monitor | •Regular discussions with management and Mercer •Executive sessions during regular quarterly Board meetings to review progress against financial and strategic goals | | Approve | •Performance metric results for short- and long-term awards •Achievement of strategic objectives for annual incentive bonuses •Perquisites and personal benefits •Final total compensation for our Chief Executive Officer and each named executive officer |
2024 Say-on-Pay Vote Result
| Independent Compensation Consultant | | The Governance and Human Capital Committee has retained Mercer as its independent compensation consultant to provide market intelligence on compensation trends, views and recommendations with respect to our compensation programs, and analyses and recommendations with respect to the amount and form of senior executive and director compensation. Assessment of Independence •During 2024, the Governance and Human Capital Committee renewed its engagement of Mercer, a wholly owned subsidiary of Marsh & McLennan Companies, Inc. (“Marsh McLennan”) as its independent compensation consultant •No member of management or the Governance and Human Capital Committee has any contractual or pecuniary arrangement with Mercer •During 2024, Mercer performed compensation advisory services on behalf of the Governance and Human Capital Committee. We incurred fees in 2024 in respect of these engagements totaling approximately $523,000. The Governance and Human Capital Committee approved fees for all compensation advisory services •Other subsidiaries of Marsh McLennan acted as a broker or agent with respect to 37% of our gross premiums written and 29% of ceded written premiums in 2024, and provided $15,000 of investment consulting services. The Governance and Human Capital Committee was not involved in the decision to engage, or the approval of, the engagement of the other subsidiaries of Marsh McLennan for these other services •After considering the independence factors under the NYSE listing standards, the Governance and Human Capital Committee has assessed the independence of Mercer pursuant to the SEC rules and the NYSE listing standards and has concluded that the engagement did not raise any conflicts of interest |
2024 Say-on-Pay Vote Result
Peer Group The Market for Talent Our ability to attract and retain talented executive officers is critical to achieving our strategic goals. We believe that the pool of candidates that meet our criteria is small and that competition for talent continues to increase. While the Governance and Human Capital Committee does not target specific market positioning for compensation component levels or total compensation of the named executive officers, it periodically assesses the competitiveness of the compensation levels of our named executive officers and considers the overall competitive market in which we operate. With the assistance of management and its independent compensation consultant, Mercer, the Governance and Human Capital Committee uses market data of a group of peer companies to conduct this assessment. Peer Selection The Governance and Human Capital Committee dedicates significant time and effort to developing a relevant compensation peer group for the Company and works with Mercer and management to regularly review and assess the peer group to evaluate its continued applicability. Our compensation peer group is used to analyze and make decisions regarding our executive compensation program and levels. It is composed of companies with significant reinsurance and insurance operations and risk portfolios that are comparable to ours, taking into account the criteria described below. In selecting peers, the Governance and Human Capital Committee considers the following key criteria:
Key Criteria When Identifying Peer Group Companies
Key Criteria When Identifying Peer Group Companies
Key Criteria When Identifying Peer Group Companies
| Companies that have a similar business and whose results are driven by a similar risk portfolio | •The companies in our compensation peer group are companies with which we compete for business. •The companies are in risk-bearing businesses with significant reinsurance operations and risk portfolios, with similar financial characteristics. •To achieve an adequate sample size, the 2024 compensation peer group was broadened to include talent competitors that primarily focus on property and casualty insurance. | | Company size, by revenue and market capitalization | •We consider both the revenue and market capitalization of prospective peer companies. •Our market presence and financial position are broadly comparable with our compensation peer group as a whole and with the individual companies that comprise it. •We review the competitive pay information for all companies individually, rather than relying on average or other summary statistics that may be distorted by outliers, to better understand the full distribution of market compensation data. | | Companies we compete with for qualified executive talent | •The companies in our compensation peer group are companies with which we compete for executive talent and from which we seek to attract qualified executives. •The companies have similar professional skill and talent needs. •We consider companies who select us for inclusion in their peer group. | | Companies located in similar jurisdictions | •Companies in similar jurisdictions to us are in competitive pay markets with similar pay practices. •While our Bermuda location means that we compete in a unique geographic talent market, we also compete for executive talent with U.S.-based companies. | | Consistency from year-to-year | •We seek to maintain consistency in the peer group from year-to-year, to the extent possible and appropriate to support long-term alignment of goal measurement. |
Key Criteria When Identifying Peer Group Companies
Executive compensation determinations made for 2024 were based on the 2023 peer group identified below. In February 2024, in consultation with Mercer, the Governance and Human Capital Committee conducted its regular review and assessment of our existing peer group, including consideration of new peers that align with our peer selection criteria, particularly the Company’s larger size after the acquisition of Validus. Following this review, the Governance and Human Capital Committee determined the composition of our compensation peer group for 2024, to be used to monitor and evaluate compensation trends and formulate plans for our executive compensation program for 2025. Based on this review, Argo Group International Corporation was removed following its acquisition by Brookfield Reinsurance Ltd. at the end of 2023 and Greenlight Capital Re was removed due to its smaller size relative to the Company. The Hartford Financial Services Group, Inc., Reinsurance Group of America, Incorporated, CNA Financial Corporation, and Cincinnati Financial Corporation were added given their alignment with the Company’s selection criteria, in particular their size, position in the industry, and general peer alignment and overlap. The following companies comprised our 2023 and 2024 compensation peer groups:
Key Criteria When Identifying Peer Group Companies
| 2023 Compensation Peer Group | | 2024 Compensation Peer Group | | | •American Financial Group, Inc. •Arch Capital Group Ltd. •Argo Group International Holdings, Ltd. •Axis Capital Holdings Limited •Enstar Group Limited •Everest Group, Ltd. | •Greenlight Capital Re, Ltd. •Markel Group Inc. •Selective Insurance Group, Inc. •SiriusPoint Ltd. •The Hanover Insurance Group, Inc. •W. R. Berkley Corporation | •American Financial Group, Inc. •Arch Capital Group Ltd. •Axis Capital Holdings Limited •Cincinnati Financial Corporation •CNA Financial Corporation •Enstar Group Limited •Everest Group, Ltd. •Markel Group Inc. | •Reinsurance Group of America, Incorporated •Selective Insurance Group, Inc. •SiriusPoint Ltd. •The Hanover Insurance Group, Inc. •The Hartford Financial Services Group, Inc. •W. R. Berkley Corporation |
Key Criteria When Identifying Peer Group Companies
Due to industry consolidation, the number of standalone publicly traded reinsurance companies comparable to the Company has decreased over the past several years. Nevertheless, we believe this is a carefully considered peer group comprised of companies that we compete with for business, executive talent or both. We also monitor the compensation practices of large insurance companies and non-traditional entrants into our industry with which we compete for talent to inform our compensation program design and determinations. As discussed below under “Principal Components of our Executive Compensation Program,” in addition to our compensation peer group, we also have peer groups against which we measure certain performance metrics for performance shares. Managing Dilution Management and the Governance and Human Capital Committee balance the goal of aligning the interests of our executives and employees with the long-term interests of shareholders with active monitoring of our equity-based grant practices and potential for shareholder dilution. In determining 2024 equity-based grants, the Governance and Human Capital Committee and the Board considered our prior equity grant practices, outstanding equity awards, and the impact on shareholder dilution of these instruments and of contemplated grants. We periodically analyze the impact of our equity-based grants on dilution and share plan utilization models used by our institutional shareholders and by third parties who issue proxy voting recommendations. Principal Components of Our Executive Compensation Program Salary Base salaries provide a fixed component of compensation at a competitive level to attract and retain executives. Salaries for our named executive officers are based on several factors, including the scope of job responsibilities, experience, expertise, performance and competitive market compensation. From time to time, salaries may be adjusted to reflect promotions, increases in responsibilities and competitive considerations. In 2024, David Marra, our Group Chief Underwriting Officer, received a salary increase to reflect the increased complexity and scale of his role after the integration of Validus, and to align him further with the competitive market as supported by competitive practices data provided by Mercer.
Key Criteria When Identifying Peer Group Companies
| Name | 2023 Salary ($) | 2024 Salary ($) | % Increase | | Kevin J. O’Donnell | 1,180,000 | 1,180,000 | —% | | Robert Qutub | 675,000 | 675,000 | —% | | Ross A. Curtis | 725,000 | 725,000 | —% | | David Marra | 700,000 | 900,000 | 29% | | Shannon L. Bender | 600,000 | 600,000 | —% |
Key Criteria When Identifying Peer Group Companies
Annual Incentive Bonus Our annual incentive bonus contributes to the alignment of compensation and corporate performance for our named executive officers and other employees. Amounts are earned based on our attainment of both financial measures and quantitative and qualitative strategic and operating accomplishments, representing a form of variable pay. The Governance and Human Capital Committee and management believe that quantitative results should be the primary, but not the sole, measure of executive performance. This is because our business is subject to significant volatility over the short- and intermediate-term due to our exposure to catastrophic events, which makes it difficult to evaluate performance purely on a quantitative basis. This mix of quantitative and qualitative objectives is chosen to encourage underwriting discipline and to discourage excessive or inappropriate risk taking. The objectives also emphasize the investment of time and resources in projects to increase scalability and efficiency that will benefit shareholders over the long term. When considered together with the other components of our program that utilize different performance metrics and time frames, we believe this mix aligns with our corporate strategy and helps ensure that short-term corporate performance is not pursued at the expense of long-term shareholder value creation. We believe that our performance-based annual incentive bonus process fosters relative internal pay equity and aligns employees with overall corporate results in a manner consistent with our team-based compensation philosophy and organizational culture. Annual Incentive Bonus Design and Mechanics Each year, in connection with its annual compensation review, the Governance and Human Capital Committee reviews our annual incentive bonus design to assess the design’s alignment with our pay-for-performance philosophy and current strategy and operating environment. At the beginning of each year, as part of this review, the Governance and Human Capital Committee determines a target level for each named executive officer’s annual incentive bonus and selects and approves the financial performance metrics and strategic goals and objectives that will be used to determine the ultimate amount of the annual incentive bonus. This includes establishing specific targets, thresholds and maximums for each of the performance metrics. As discussed in more detail below, the Governance and Human Capital Management Committee implemented changes to the performance metrics for 2024. Following year end, the Governance and Human Capital Committee measures our performance against the approved financial metrics and strategic goals and objectives to determine a “business performance factor.” The business performance factor is equal to the sum of the outcomes for each performance metric, calculated as the percentage achievement multiplied by its relative weight, and subject to a maximum. Bonus allocations for employees, including our named executive officers, are then made from a pool funded by multiplying the aggregate target bonuses by the business performance factor after adjusting for individual performance and contributions. 2024 Annual Incentive Bonus Determinations
2024 Design Changes
2024 Design Changes To better reflect our strategy and performance, align with market practice and shareholder feedback, and address the decreased availability of comparable peers, the Governance and Human Capital Committee implemented the following changes to our annual incentive bonus design for 2024: •Streamlined financial metrics to focus on key business imperatives, simplify the design and further align with market practice: ◦Selected a new absolute financial metric, Adjusted Operating ROE versus target, to replace two relative financial metrics, relative operating return on average common equity versus peers and combined ratio rank versus peers, enhancing focus on this key financial measure. We believe that Adjusted Operating ROE is an appropriate metric because it provides an accurate measure of our results of operations while reducing variability and improving year-over-year comparability with prior results ◦Eliminated the relative metrics because identifying a sufficient sample of comparable and relevant business competitors with similar risk profiles and consistent reporting standards became increasingly challenging due to our growth and industry consolidation and accounting changes related to the timing of recognition of contracts under International Financial Reporting Standard 17, Insurance Contracts (“IFRS 17”) •Increased the weighting of financial metrics to 70% and reduced the weighting of strategic accomplishments to 30% (previously 66.7% and 33.3% respectively), to increase emphasis on financial results: ◦50% weighting for the new financial metric, Adjusted Operating ROE versus target ◦Increased weighting of ratio of gross premiums written to budget to 20% to reward profitable growth in line with our risk appetite ◦Decreased weighting of strategic accomplishments to 30%, reducing the amount of the annual incentive bonus based on qualitative measures •Enhanced disclosure of our pre-established strategic objectives.
Annual Incentive Bonus Target Levels
Annual Incentive Bonus Target Levels The target levels, as a percentage of base salary, for each named executive officer’s 2024 annual incentive bonuses were the same as the 2023 levels.
Annual Incentive Bonus Target Levels
| Name | 2023 Target (% of Salary) | 2024 Target (% of Salary) | | Kevin J. O’Donnell | 225% | 225% | | Robert Qutub | 150% | 150% | | Ross A. Curtis | 150% | 150% | | David Marra | 150% | 150% | | Shannon L. Bender | 150% | 150% |
Annual Incentive Bonus Target Levels
These amounts were determined by the Governance and Human Capital Committee based on its annual analysis of the competitiveness of our executive compensation program, which is conducted with the assistance of Mercer. The Governance and Human Capital Committee believes these amounts reflect our competitive position in the industry and support our goal of having a significant portion of our named executive officer pay be at-risk.
Performance Metrics
Performance Metrics As discussed above, for 2024, the Governance and Human Capital Committee approved a new mix of financial performance metrics and strategic goals and objectives in its annual incentive bonus determinations, as set forth below. The Governance and Human Capital Committee believes that each financial performance metric represents an important measure of the financial success of our business, and, together with the strategic goals and objectives, serve to balance risk and reward and drive achievement of our strategic goals. The performance metrics approved by the Governance and Human Capital Committee for 2024 are set forth below.
Performance Metrics
| 20% Ratio of actual gross premiums written to budget | 50% Adjusted Operating ROE versus target | 30% Strategic accomplishments |
Performance Metrics
Adjusted Operating ROE represents our reported operating income (loss) available for (attributable to) RenaissanceRe common shareholders, adjusted by a portion of the impact of catastrophe events, and divided by beginning of year common equity. Our intention is to reflect the impact of catastrophe losses, but mitigate the impact in extreme years that have either high or low catastrophe activity. The adjustment limits the impact of catastrophe activity to 40% of anticipated catastrophe losses in the annual operating plan while retaining 60% of the net negative impact of catastrophe losses for the current fiscal year above the set limit percentage. The anticipated catastrophe losses in the annual operating plan reflects an average catastrophe loss ratio for each of the property catastrophe and critical catastrophe components of our other property book of business. The Average Operating ROE target approved by the Governance and Human Capital Committee was established by calculating RenaissanceRe’s cost of equity under a capital asset pricing model (“CAPM”) and adding a margin that approximates the market implied cost of equity over the preceding 10 years based on long-term observable inputs. The gross premiums written target aligns to our annual operating plan, which considers our growth targets and our strict underwriting discipline. For 2024, our gross premiums written target reflected 39% growth over 2023. This was in addition to the 7% increase in the target in 2023 and the 13% increase in the target in 2022. While the gross premiums written target has increased since 2022, due to the nature of our industry and our strategy of proactive cycle management, our budgeted gross premiums written target may be variable from year-to-year depending on anticipated market conditions. The Board reviews our strategic plan annually, and at the beginning of each year, the Governance and Human Capital Committee uses the strategic plan as the basis for setting the strategic goals and objectives for the annual incentive bonus. Upon completion of the year, the Governance and Human Capital Committee reviews and evaluates a detailed analysis of the Company’s performance against those pre-established strategic plan goals and objectives in order to determine the strategic accomplishments score, as discussed in more detail under “2024 Payout Determination” below. Our accomplishments against the strategic goals and objectives approved for 2024 included:
Performance Metrics
| Summary Strategic goals and objectives: | Strategic accomplishments: | | Successfully integrate Validus | •Completed the integration of Validus entities, systems and personnel by November 2024 | | Deliver the combined Validus and RenaissanceRe underwriting portfolio | •Successful January 1 renewals in 2024 and 2025, and delivery of the combined RenaissanceRe and Validus portfolio •Achieved $11.7 billion gross premiums written at December 31, 2024, in line with expectations communicated to the market | | Generate strong performance across Three Drivers of Profit | •Underwriting income of $1.6 billion •Net investment income of $1.7 billion •Fee income of $326.8 million | | Actively manage capital to optimize returns | •Optimized capital management by integrating Validus portfolio into our flexible capital model •Enhanced share repurchase program •Increased dividend for thirtieth consecutive year | | Deliver enhancements to our operating model to increase the scalability of our global platform | •Introduced new underwriting leadership roles to support our increased scale •Enhanced talent development programs and framework for progression •Invested in infrastructure and data insight projects to better serve clients •Achieved organizational efficiencies through entity optimization and delegations of authority |
Performance Metrics
Full details of the specific targets, thresholds and maximums for each metric, as well as the actual results for 2024, are set forth in the graphic below. For each performance metric, an actual result below the set threshold would result in no payout related to that metric.
Performance Metrics
| Adjusted Operating ROE = 28.8% 2.76x Target | GPW = $11.7B 100.6% of budget | | | Strategic Projects Score = 2.65 | | | Performance Metrics | Goals(1) | | | Payout as a % of Target | Weight | | | Threshold | Target | Maximum | | | | Adjusted Operating ROE versus Target(2) | | | | 200% | 50.0% | | Ratio of Actual Gross Premiums Written to Budget | | | | 103% | 20.0% | | Strategic Projects Score(3) | | | | 185% | 30.0% | | | | | | Bonus Pool Funding 176% | |
Performance Metrics
| | Target x 0.5 | 10.44% | ≥Target x 1.5 | | Payout %: | 50% | 100% | 200% |
Performance Metrics
| | 70% | 100% | ≥120% | | Payout %: | 50% | 100% | 200% |
Performance Metrics
| | 0.9 | 1.8 | ≥2.8 | | Payout %: | 10% | 100% | 200% |
Financial Performance Metrics
Financial Performance Metrics
Accomplishments
(1)Actual payout between threshold and target and target and maximum is determined by straight-line interpolation. Performance below threshold results in no payout for the applicable metric. (2)For additional information on our calculation of Adjusted Operating ROE and how the Governance and Human Capital Committee determines the target, see “Annual Incentive Bonus Design and Mechanics—Performance Metrics.” (3)With input from management and in conjunction with the Board’s annual review of our strategic plan, the Governance and Human Capital Committee evaluates performance on the pre-established strategic goals and objectives, resulting in a strategic projects score between 0 and 3.0, which translates to a specific payout on the pre-established payout schedule.
2024 Payout Determination
2024 Payout Determination In February 2025, the Governance and Human Capital Committee reviewed the Company’s performance for the 2024 fiscal year and the payout formula for determining the business performance factor. Performance against financial metrics is calculated formulaically based on actual results and the Governance and Human Capital Committee determined that it would not exercise discretion to reduce the payout determination. To determine performance against our strategic plan, the Governance and Human Capital Committee reviews detailed information provided by management regarding progress on each of the various pre-established goals and objectives and consults with the Audit Committee, the Investment and Risk Management Committee, and the Non-Executive Chair of the Board, then gives a score to each area and averages the results to determine a final “strategic projects score” that corresponds to a pre-established payout percentage. The Governance and Human Capital Committee believes that, as discussed above under “Link Between Pay and Performance for 2024,” the Company performed very well against the pre-established strategic goals and objectives for the annual incentive bonuses for 2024. Based on our actual performance achievements, the Governance and Human Capital Committee established an overall business performance factor of 176% of target for 2024 (in accordance with the formula described above) and determined that the actual annual incentive bonus for 2024 for each named executive officer would be equal to our business performance factor of 176%, multiplied by their target bonus amount. The target and actual annual incentive bonuses for 2024 for each of our named executive officers, as determined by the Governance and Human Capital Committee, are set forth in the table below:
2024 Payout Determination
| Name | Base Salary ($) | Target 2024 Bonus as a Percent of Base Salary (%) | Target 2024 Bonus ($) | Actual 2024 Bonus ($) | | Kevin J. O’Donnell | 1,180,000 | 225% | 2,655,000 | 4,672,800 | | Robert Qutub | 675,000 | 150% | 1,012,500 | 1,782,000 | | Ross A. Curtis | 725,000 | 150% | 1,087,500 | 1,914,000 | | David Marra | 900,000 | 150% | 1,350,000 | 2,376,000 | | Shannon L. Bender | 600,000 | 150% | 900,000 | 1,584,000 |
2024 Payout Determination
Long-Term Incentives
2024 Payout Determination
| Performance shares made up 50% of the 2024 annual long- term incentive awards for named executive officers |
2024 Payout Determination
Our long-term incentive awards link the compensation of our named executive officers directly to corporate performance over the long term. These awards make up a significant component of total direct compensation. For all of our named executive officers, the long-term incentive award consisted of a combination of performance shares and time-vested restricted shares. The combination of awards with performance-based and service-based vesting supports our pay-for-performance philosophy by encouraging long-term performance, retention and shareholder value- creation and fostering an ownership culture. Long-Term Incentive Award Mechanics The Governance and Human Capital Committee and senior management monitor the Company’s equity grant practices to evaluate whether such policies comply with governing regulations and are consistent with good corporate practices. Generally, the Governance and Human Capital Committee makes annual long-term incentive awards to the named executive officers in connection with its annual review of compensation in the first quarter of the year, after results for the preceding fiscal year become available and after review and evaluation of each executive officer’s performance, enabling the Governance and Human Capital Committee to consider both the prior year’s performance and expectations for the succeeding year in making grant decisions. Generally, the Governance and Human Capital Committee makes decisions regarding annual equity awards shortly following the public release of results for the preceding year, which is a time when the Company is less likely to have material non-public information that could impact our stock price. The annual grants have historically had a pre-established effective date of March 1 of each year, therefore, any release of material non-public information following the grants would be coincidental. The Governance and Human Capital Committee may also grant equity awards from time to time to reflect promotions, special achievements, new hires or retention needs. As noted above, the Governance and Human Capital Committee does not intend to make any additional one-time awards absent exceptional circumstances. Time-vested restricted shares generally vest in four equal annual installments subject to continued service with the Company. Performance share awards generally have a three-year performance period, and cliff vest at the end of a three-year service period. The Governance and Human Capital Committee reviews the terms and conditions of our performance shares at least annually to assess alignment with our strategic plan. It selects the performance metric or metrics that will be used, and sets specific targets, thresholds and maximums. Dividends are generally payable currently with respect to time-vested restricted shares. Dividends are accrued on unvested performance shares and are paid without interest at the same time as the underlying shares vest. No dividends are paid on forfeited performance shares. 2024 Long-Term Incentive Award Determinations
2024 Grants of Annual Equity Awards
2024 Grants of Annual Equity Awards In 2024, the Governance and Human Capital Committee granted each named executive officer an annual long-term incentive award. The award was split evenly between performance shares and restricted shares for all named executive officers. The total target values and composition of the annual long-term incentive awards made in 2024 were based on the named executive officers’ responsibilities, performance and contributions during the previous year. The total target value of the awards for Mr. O’Donnell and Ms. Bender were generally aligned with the prior year, while Mr. Curtis’ and Mr. Qutub’s total target value decreased somewhat. The total target values of the award for Mr. Marra increased from the prior year to reflect his strong execution of our strategy and the increasing responsibilities of his role commensurate with our increased scale and to bring his target level in line with the competitive market. The annual long-term incentive awards granted to our named executive officers in 2024 are set forth in the following table:
2024 Grants of Annual Equity Awards
| Name | Performance Shares(1) ($) | Time-Vested Restricted Shares ($) | Total Target Long- Term Equity-Based Incentive Award ($) | | Kevin J. O’Donnell | 2,507,327 | 2,507,327 | 5,014,654 | | Robert Qutub | 843,593 | 843,593 | 1,687,186 | | Ross A. Curtis | 906,131 | 906,131 | 1,812,262 | | David Marra | 874,862 | 874,862 | 1,749,724 | | Shannon L. Bender | 524,873 | 524,873 | 1,049,746 |
2024 Grants of Annual Equity Awards
(1)The values of the performance shares are shown at target based on the closing price of our common shares on the date of grant.
2024 Performance Share Metrics
2024 Performance Share Metrics In 2024, the Governance and Human Capital Committee granted annual performance share awards with the same terms and metrics as the awards it granted in 2023, which include a three-year performance period and two performance metrics. The Governance and Human Capital Committee believes these terms and metrics continue to align with the Company’s current business, risk and investment portfolios.
2024 Performance Share Metrics
| Metrics | Weighting | | Average change in book value per common share plus change in accumulated dividends during the three-year performance period | 75% | | Three-year average underwriting expense ratio rank compared to peers | 25% | | Key Features | | | •Assuming performance conditions are met, cliff vest after three years, subject to continued service. •In the event that industry-wide losses during a performance year are greater than a pre-set magnitude determined at the time of grant and change in book value per common share plus change in accumulated dividends for that performance year is below the set threshold, the book value per common share plus change in accumulated dividends for the performance year will be set at the threshold achievement level, unless the Governance and Human Capital Committee determines to apply below threshold achievement due to performance against modelled outcomes for such an event being outside of the acceptable modelled range. | |
2024 Performance Share Metrics
In addition, consistent with the 2023 performance share awards, the maximum payout for the 2024 performance share awards is 200.0% for all named executive officers. The performance metrics and corresponding vesting levels for the 2024 performance share awards are set forth in the following table:
2024 Performance Share Metrics
| Hurdle | Average Change in Book Value per Common Share plus Change in Accumulated Dividends | Vesting Level (as Percent of Target) | Average Underwriting Expense Ratio Rank | Vesting Level (as Percent of Target) | | Below Threshold | < 3.5% | 0% | < 7 | 0% | | Threshold | 3.5% | 35% | 7 | 35% | | Target | 7.0% | 100% | 10 | 100% | | Maximum | 14.0% | 200% | 18 | 200% |
2024 Performance Share Metrics
If performance falls between threshold and target or between target and maximum, vesting level (as a percent of target) is determined using linear interpolation. The Governance and Human Capital Committee has the authority to consider downward adjustments in conjunction with any vesting of performance shares but may not make any upward adjustments. To determine average underwriting expense ratio rank relative to our peers for the purposes of payout of our performance shares granted in 2024, the Governance and Human Capital Committee, in consultation with Mercer and management, selected an expanded group of peers that included 11 of the companies in our compensation peer group, plus six additional companies. These additional companies are relevant for performance comparisons based on their business and risk profile and U.S. or Bermuda headquarters, but are generally too small to be considered as compensation peers. The following 17 companies comprised our performance share peer group for 2024 awards:
2024 Performance Share Metrics
| 2024 Performance Share Peer Group | | | | | •Arch Capital Group Ltd. •Axis Capital Holdings Limited •Cincinnati Financial Corporation •CNA Financial Corporation •Everest Group, Ltd. | •Fidelis Insurance Holdings Limited •Global Indemnity Group LLC •Greenlight Capital Re, Ltd. •Hamilton Insurance Group, Ltd. | •James River Group Holdings, Ltd. •Markel Group Inc. •RLI Corp. •Selective Insurance Group, Inc. | •SiriusPoint Ltd. •The Hanover Insurance Group, Inc. •The Hartford Financial Services Group, Inc. •W. R. Berkley Corporation |
Performance Share Measurement For 2024
Performance Share Measurement For 2024 In February 2025, the Governance and Human Capital Committee reviewed and confirmed the results of the pre-approved formula for the average change in book value per common share and three-year average underwriting expense ratio rank compared to peers for the 2022 to 2024 performance cycle, for purposes of determining the vesting amount for the performance shares granted to the named executive officers in 2022. The following table illustrates actual performance achieved and shares earned for performance shares granted in 2022 across the three-year performance cycle, which resulted in an overall payout of 180% of target.
Performance Share Measurement For 2024
| | 2022 | 2023 | 2024 | | | | Performance Metric | Performance Achieved | Performance Achieved | Performance Achieved | Three-Year Average | % of Target Achieved | | Average Change in Book Value per Common Share plus Change in Accumulated Dividends(1) | 3.5% | 59.3% | 19.4% | 27.4% | 200% | | Average Underwriting Expense Ratio Rank(2) | 29.9% | 30.8% | 32.4% | 31.0% Rank 9 of 13 | 120% | | Payout | | | | | 180% |
Performance Share Measurement For 2024
(1)In accordance with the terms of the award agreements, because industry-wide losses during the 2022 performance year was greater than $10 billion and change in book value per common share plus change in accumulated dividends for that performance year was below the set threshold, the book value per common share plus change in accumulated dividends achievement level for 2022 was set at the threshold achievement level of 3.5%. Actual book value per common share plus change in accumulated dividends was (19.7)%, 59.3% and 19.4% for the fiscal years ended December 31, 2022, 2023 and 2024, respectively. (2)Underwriting expense ratio for the Company’s performance peer group was compiled from S&P Capital IQ. In accordance with the terms of the award agreement, three of the original members of the performance share peer group for this award were removed from the peer group because of mergers or acquisitions during the performance period and three European peers were removed because data was not available due to IFRS 17 accounting changes. Because not all of the companies in the performance peer group report underwriting expense ratio or report financial results on a GAAP basis, the three-year average underwriting expense ratio for the Company was calculated on an adjusted basis to allow for comparability with the performance peer group. Based on the S&P Capital IQ data, expense ratios for members of the performance peer group include amortization, stock-based compensation and certain other corporate and operating expenses as defined by S&P Capital IQ that are not included in expense ratios presented on a GAAP basis. To align with the methodology used by S&P Capital IQ, corporate expenses included in the expense ratio calculation were: certain executive, director, legal and consulting expenses; costs for research and development; impairment charges related to goodwill and other intangible assets; and other miscellaneous costs, including those associated with operating as a public company. Our reported underwriting expense ratios were 29.2%, 30.1% and 31.1% for the fiscal years ended December 31, 2022, 2023 and 2024, respectively. Additional Compensation Practices Other Benefits and Perquisites Mr. O’Donnell, Mr. Qutub and Ms. Bender, our Bermuda-based, expatriate named executive officers, participate in a perquisite and benefit program that we believe furthers our goal of attracting and retaining key talent to our strategic Bermuda headquarters. Given the unique challenges of the Bermuda market, including travel to and from the island and the cost of living and maintaining a residence, we provide benefits and perquisites, such as personal travel and housing allowances and travel expenses to executive physicals, that are consistent with our competitors operating in this market and which we believe are necessary for recruitment and retention purposes. See “Housing Arrangements with Executive Officers” above for additional information. Our named executive officers are also permitted Company-funded personal use of the corporate aircraft with a value up to the aggregate incremental cost to the Company of $85,000 per year. The aggregate incremental cost of the use of the corporate aircraft is calculated as the fully loaded variable rate of such aircraft. The named executive officers may also invite family members or other guests to fly on already scheduled corporate aircraft business trips, for which there is no incremental cost to us. Since 2020, in light of concerns for safety and continuing commercial travel limitations in Bermuda, the Governance and Human Capital Committee adopted a policy allowing our management governance committee members additional Company- funded personal use of our NetJets program. See “Use of Company Aircraft” above for additional information. In addition, Mr. O'Donnell and Ms. Bender are entitled to the value of four and two commercial airline trips per year, respectively, for themselves and each member of their immediate families. We do not pay tax gross-ups on perquisites for our named executive officers. Our named executive officers pay imputed income tax on the value of these benefits. Change in Control and Post-Termination Payments Our named executive officers may be entitled to vesting of equity-based incentive awards and other severance payments and benefits pursuant to the terms of our equity compensation plans and their employment agreements, and upon a qualifying termination of employment or a change in control. The Governance and Human Capital Committee views post-termination payments primarily as consideration for restrictive covenants applicable to our executives following termination of employment, which we believe are essential to the protection of our business given the specialized markets in which we compete. In addition, the Governance and Human Capital Committee believes that both the change in control and post-termination payments and benefits are necessary components of a competitive compensation program. The benefits payable upon a qualifying termination of employment or a change in control are described in detail under “Potential Payments Upon Termination or Change in Control” below. Compensation Governance Clawback of Incentive Compensation We have adopted a recoupment policy (“Clawback Policy”) to comply with the NYSE listing standards implementing the compensation recovery requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act. The Clawback Policy requires the Governance and Human Capital Committee to recoup certain cash and equity incentive compensation paid or granted to certain current and former executive officers in the event the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the federal securities laws. Under the policy, the Governance and Human Capital Committee will require recoupment if it determines that incentive-based compensation received by an executive exceeded the amount of incentive-based compensation that otherwise would have been received, had it been calculated based on the restated financial results. If our Board were to determine that an executive officer engaged in fraudulent or intentional misconduct, the Board would impose appropriate discipline, including possibly terminating the executive officer’s employment and/or initiating an action for breach of fiduciary duty. These remedies as well as recoupment under the Clawback Policy would be in addition to any actions that might be imposed by law enforcement agencies, regulators or other authorities. We also have a right to set off against certain amounts owing to the executive officers should they engage in certain activities that are detrimental to the Company. In addition to the Clawback Policy, Mr. O’Donnell’s employment agreement provides that incentive compensation (including both cash bonuses and equity awards) that is determined to have been earned based upon financial statements that were subsequently restated may be clawed back, or forfeited if unpaid, to the extent that such compensation would not have been earned based upon the restated financials. If the restatement is determined to have been due to Mr. O’Donnell’s misconduct, the clawback would apply to compensation paid within 60 months following our first filing with the SEC containing the financial statement that was restated. Except as otherwise required pursuant to the Clawback Policy, for restatements not determined to have been due to Mr. O’Donnell’s misconduct, our clawback rights under Mr. O’Donnell’s employment agreement apply only to compensation paid within 24 months following the first SEC filing containing the financial statement that was restated. In addition, our clawback rights under Mr. O’Donnell’s employment agreement apply to gains realized on sales of our securities in
Performance Share Measurement For 2024
the 12 months following the first SEC filing containing a financial statement that is ultimately restated due to Mr. O’Donnell’s misconduct. Compensation and Risk Management The Governance and Human Capital Committee evaluates the relationship between our executive and firm-wide compensation programs and policies and risk management on an annual basis. As discussed in this Compensation Discussion and Analysis, we design our compensation programs to incorporate a range of components that we believe help mitigate potential risks while rewarding employees for pursuing our strategic and financial objectives through appropriate risk taking, risk management and prudent tactical and strategic decision making. The Governance and Human Capital Committee reviews the programs and policies on a regular basis in an effort to eliminate or mitigate potential risks arising from such programs and policies. In light of the market cycles and earnings volatility that characterize our industry, our efforts to align the interests of our executives and employees with the long-term interests of our shareholders and to assess whether our compensation structure, elements and incentives are reasonably likely to have a material adverse effect on the Company are ongoing. Senior executives representing our risk, legal and compliance, human resources, finance and internal audit functions, as well as the Governance and Human Capital Committee’s independent compensation consultant, are involved in this review process, which is conducted under the oversight of the Governance and Human Capital Committee. This process includes annual, individual executive sessions with the Group Chief Risk Officer, Chief Accounting Officer, Group General Counsel, Head of Internal Audit and Chief Human Resources Officer in advance of the establishment of compensation metrics for the coming year. Based on this review, we do not believe that there are any risks arising from our compensation policies and practices for our employees that are reasonably likely to have a material adverse effect on us. For additional information regarding our risk management practices, see “Risk Oversight” above. Equity Ownership Requirements Our named executive officers are subject to equity ownership guidelines. In keeping with our overall compensation philosophy, we believe that the equity ownership levels that they are required to maintain are high enough to assure our shareholders of our executives’ commitment to long-term value creation. Under our guidelines, our named executive officers are required to maintain ownership of our equity with a value equal to a multiple of salary as follows: •7.5 times actual salary for our Chief Executive Officer; and •4.5 times target salary for our other named executive officers. In 2025, we modified our guidelines to provide that only the value of common shares owned outright and time vested restricted shares are counted toward the equity ownership value. Equity ownership value does not include unearned performance shares or vested or unvested stock options, if any, would also be excluded from determining the equity ownership value. A named executive officer is not required to purchase shares in the open market in order to satisfy their ownership requirements but is prohibited from selling any of the equity granted to them, other than automatic dispositions for tax withholding, until ownership requirements are satisfied. As of December 31, 2024, all of our named executive officers had satisfied their ownership requirements, other than Ms. Bender who did not join the Company until January 2021. However, Ms. Bender is in compliance with our guidelines because she is not required to purchase shares in the open market in order to satisfy her ownership requirements. Anti-Hedging, Anti-Pledging and Insider Trading Policy Our employees, including our named executive officers, are subject to our insider trading policy, which prohibits: •transactions in our securities outside of Company-designated “window” periods, except pursuant to previously adopted and approved Rule 10b5-1 plans; •employees and their designees from hedging the market value of RenaissanceRe securities; and •employees and their designees from engaging in short sales of, margin loans on, or pledging of RenaissanceRe securities. It is the Board’s view that such activities are generally against the interest of our shareholders and could cause significant repercussions to us and our shareholders if allowed. We believe that each of our named executive officers is in compliance with our insider trading policy, including the prohibitions on pledging and hedging. In addition, our insider trading policy provides that the Company will not trade in RenaissanceRe securities in violation of applicable securities laws or stock exchange listing standards. A copy of the Company’s insider trading policy has been filed as Exhibit 19.1 to our Annual Report on Form 10-K for the year ended December 31, 2024. Compensation Committee Report The information contained in this report shall not be deemed to be “soliciting material” or to be “filed” with the Commission, nor shall such information or report be incorporated by reference into any future filing by us under the Securities Act, or the Exchange Act, except to the extent that we specifically incorporate it by reference in such filing. We have reviewed and discussed with management the disclosure set forth under the heading “Compensation Discussion and Analysis” in this proxy statement. Based on these reviews and discussions, we recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. This report is provided by the following independent directors, who constitute the Governance and Human Capital Committee:
Cynthia Trudell
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Non-Equity Incentive Plan Compensation(2) ($) | All Other Compensation(3) ($) | Total ($) | | Kevin J. O’Donnell President and Chief Executive Officer | 2024 | 1,180,000 | — | 5,014,654 | 4,672,800 | 670,501 | 11,537,955 | | | 2023 | 1,180,000 | — | 17,014,841 | 4,832,100 | 620,312 | 23,647,253 | | | 2022 | 1,180,000 | — | 5,014,750 | 3,212,550 | 723,322 | 10,130,622 | | Robert Qutub Executive Vice President and Chief Financial Officer | 2024 | 675,000 | — | 1,687,186 | 1,782,000 | 590,804 | 4,734,990 | | | 2023 | 668,750 | — | 2,774,459 | 1,842,750 | 610,196 | 5,896,155 | | | 2022 | 650,000 | — | 1,624,832 | 1,179,750 | 530,932 | 3,985,514 | | Ross A. Curtis Executive Vice President and Chief Portfolio Officer | 2024 | 725,000 | — | 1,812,262 | 1,914,000 | 177,536 | 4,628,798 | | | 2023 | 725,000 | — | 2,962,111 | 1,979,250 | 360,086 | 6,026,447 | | | 2022 | 725,000 | — | 1,812,224 | 1,315,875 | 111,316 | 3,964,415 | | David Marra(4) Executive Vice President and Group Chief Underwriting Officer | 2024 | 733,333 | — | 1,749,724 | 2,376,000 | 257,893 | 5,116,950 | | | 2023 | 693,750 | — | 2,099,432 | 1,911,000 | 87,267 | 4,791,449 | | Shannon L. Bender(4) Executive Vice President, Group General Counsel and Corporate Secretary | 2024 | 600,000 | — | 1,049,746 | 1,584,000 | 396,687 | 3,630,433 | | | 2023 | 545,833 | — | 1,749,755 | 1,638,000 | 404,039 | 4,337,627 |
Cynthia Trudell
| Year(1) | Summary Compensation Table Total for PEO ($)(2) | Compensation Actually Paid to PEO ($)(3) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($)(2) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($)(3) | Value of Initial Fixed $100 Investment Based On:(4) | | Net Income ($) (in thousands) | Change in Book Value Per Share Plus Change in Accumulated Dividends(6) (%) | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(5) | | | | 2024 | 11,537,955 | 27,602,616 | 4,527,793 | 7,400,905 | 132.31 | 214.39 | 1,834,985 | 19.4% | | 2023 | 23,647,253 | 30,097,370 | 4,901,470 | 5,976,242 | 103.56 | 160.50 | 3,620,127 | 59.3% | | 2022 | 10,130,622 | 10,086,031 | 3,373,344 | 3,575,079 | 96.58 | 144.67 | (1,159,816) | (19.7)% | | 2021 | 8,908,774 | 8,210,429 | 2,963,222 | 2,784,054 | 87.91 | 126.01 | (103,440) | (3.5)% | | 2020 | 9,573,736 | 5,911,812 | 3,429,817 | 2,394,301 | 85.30 | 105.39 | 993,058 | 16.0% |

DEF 14A of Renaissancere Holdings LTD

Director Nominees

Continuing Directors

Continuing Directors

Continuing Directors

Key Skills and Experience

Key Skills and Experience

Key Skills and Experience

Key Skills and Experience

Key Skills and Experience

Key Skills and Experience

Key Skills and Experience

Majority Vote Requirement

Majority Vote Requirement

Majority Vote Requirement

Majority Vote Requirement

Majority Vote Requirement

INDEPENDENT

Background and Qualifications

Background and Qualifications

Background and Qualifications

INDEPENDENT

Background and Qualifications

Background and Qualifications

Background and Qualifications

INDEPENDENT

Background and Qualifications

Background and Qualifications

Background and Qualifications

INDEPENDENT

Background and Qualifications

Background and Qualifications

Background and Qualifications

INDEPENDENT

Background and Qualifications

Background and Qualifications

Background and Qualifications

INDEPENDENT

Background and Qualifications

Background and Qualifications

Background and Qualifications

INDEPENDENT NON-EXECUTIVE CHAIR OF THE BOARD

Background and Qualifications

Background and Qualifications

Background and Qualifications

INDEPENDENT

Background and Qualifications

Background and Qualifications

Background and Qualifications

INDEPENDENT

Background and Qualifications

Background and Qualifications

Background and Qualifications

INDEPENDENT

Background and Qualifications

Background and Qualifications

Background and Qualifications

Standing Committee

Standing Committee

Overview of Proposal

Short-Term

Long-Term

Long-Term

Long-Term

Long-Term

Long-Term

Long-Term

Long-Term

Long-Term

Long-Term

Long-Term

Long-Term

Long-Term

Annual Incentive Bonus

Performance Shares

Plan Performance

2024 Say-on-Pay Vote Result

2024 Say-on-Pay Vote Result

2024 Say-on-Pay Vote Result

2024 Say-on-Pay Vote Result