DEF 14A of Renaissancere Holdings LTD

Filed Mar 18, 2026 · FY20250000913144-26-000060

Open on EDGAR

Securities Exchange Act of 1934 (Amendment No. )
| | Letter To Our Shareholders | | | Notice of Annual General Meeting of Shareholders | | 1 | Proxy Summary | | 2 | Strategic, Operational and Financial Highlights | | 4 | Director Nominees and Continuing Directors | | 5 | Board Snapshot | | 6 | Corporate Governance Highlights | | 7 | Executive Compensation Highlights | | 8 | Sustainability Highlights | | 10 | Corporate Governance | | 10 | Proposal 1: Election of Four Class I Director Nominees Named in this Proxy Statement | | 10 | Election of Directors | | 18 | Board Composition and Effectiveness | | 22 | The Board’s Role and Key Responsibilities | | 25 | Board Structure and Processes | | 33 | Director Compensation | | 35 | Executive Officers | | 37 | Executive Compensation | | 37 | Proposal 2: Advisory Vote on the Compensation of Our Named Executive Officers | | 38 | Compensation Discussion and Analysis | | 57 | Compensation Committee Report | | 58 | Executive Compensation Tables | | 69 | Pay Ratio Disclosure | | 70 | Pay Versus Performance | | 74 | Equity Compensation Plan Information | | 75 | 2026 Long-Term Incentive Plan | | 75 | Proposal 3: Approval of the RenaissanceRe Holdings Ltd. 2026 Long-Term Incentive Plan | | 84 | Audit Matters | | 84 | Proposal 4: Approval of the Appointment of Independent Registered Public Accounting Firm and Referral of the Determination of the Auditor’s Remuneration to the Board | | 85 | Audit Fees | | 85 | Pre-Approval Policies and Procedures | | 86 | Audit Committee Report | | 87 | Security Ownership | | 87 | Security Ownership of Certain Beneficial Owners | | 88 | Security Ownership of Management | | 89 | General Information | | 89 | About the Proxy Materials and the Annual Meeting | | 93 | Additional Information | | 94 | Cautionary Statement Regarding Forward-Looking Statements | | A-1 | Appendix A: Reconciliation of Non-GAAP Financial Measures | | B-1 | Appendix B: RenaissanceRe Holdings Ltd. 2026 Long-Term Incentive Plan |
Shannon Lowry Bender
| PROPOSAL 3 | | | | Approval of the RenaissanceRe Holdings Ltd. 2026 Long-Term Incentive Plan | | | | | The Board recommends a vote FOR this proposal | •See page 75 |
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 | | * | Pending Election | SC | Standing Committee |
Continuing Directors
**Following the Annual Meeting, Mr. Gibbons will step down as Non-Executive Chair of the Board and Mr. Klehm will be appointed as Non- Executive Chair of the Board; Dr. Rahmani and Ms. Sanders will step down from the Audit Committee, Mr. Gibbons and Mr. Hooley (if elected) will be appointed to the Audit Committee, Mr. Gidumal will be appointed Chair of the Audit Committee, and the Audit Committee will consist of Mr. Gidumal (Chair), Mr. Gibbons and Mr. Hooley; Mr. Klehm will step down from the Corporate Governance and Human Capital Management Committee (the “Governance and Human Capital Committee”), Dr. Rahmani and Ms. Sanders will be appointed to the Governance and Human Capital Committee, Ms. Sanders will be appointed Chair of the Governance and Human Capital Committee, and the Governance and Human Capital Committee will consist of Ms. Sanders (Chair), Dr. Rahmani and Ms. Trudell. Board Snapshot
Key Skills and Experience
| 32% | | Annual Incentive Bonus |
Key Skills and Experience
| 27% | | Performance Shares |
Key Skills and Experience
| 23-25% | | Performance Shares |
Key Skills and Experience
| 30-33% | | Annual Incentive Bonus |
Promoting Climate Resilience
| Climate Leadership •Applied risk expertise and research that includes 25+ years of leadership by our dedicated team of scientists in researching and modeling climate-related risks •Integration into enterprise risk management as we continuously leverage industry-leading climate data and expertise and integrate it holistically into our enterprise-wide risk management process and catastrophe models to support disciplined portfolio construction over the long term •Active and long-standing member of various organizations and industry groups promoting a systematic response to, and industry action on, climate change across the financial system | Investing Policy Approach •Integrated climate-related considerations in our investment approach to support disciplined risk management and long-term portfolio resilience •Application of exclusionary criteria that includes 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 and signatory of UN PRI •Approximately 73% reduction in carbon intensity of our corporate credit and equity portfolios between December 2020 and December 2025 | Operational Sustainability •Commitment to efficient operations and responsible environmental management through operational sustainability initiatives to reduce our environmental impact •Internal team responsible for consolidating environmental data and advancing our operational sustainability strategy •Tracking and transparently disclosing 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, and our vision is to be the best underwriter. We believe that this will allow us to produce superior returns for our shareholders over the long term, and enable our purpose to protect communities and enable prosperity. We seek to accomplish these goals by delivering a value proposition composed of leadership, expertise and partnership, through our operation 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 I Directors (whose terms, if elected, expire in 2029)
Majority Vote Requirement
| James L. Gibbons INDEPENDENT NON- EXECUTIVE CHAIR OF THE BOARD | | Age: 62 Director Since: 2008 Current Committees: Standing Post-Annual Meeting Committees: Audit, Standing | | Other Public Company Boards •None |
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”) and of EGL Limited. 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. 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
| Shyam Gidumal INDEPENDENT | | Age: 66 Director Since: 2022 Current Committees: Audit Post-Annual Meeting Committees: Audit (Chair) | | Other Public Company Boards •FTAI Aviation Ltd. |
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 currently serves as the Chair of the Audit Committee and a member of the Executive and Compensation Committees of the National Multiple Sclerosis Society, where he has served on the Board of Directors since 2014. He also serves as a Director of FTAI Aviation Ltd., a public aircraft leasing and maintenance company, where he is a member of the Audit Committee. 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
| Stephen C. Hooley INDEPENDENT | | Age: 62 Director Since: N/A Post-Annual Meeting Committees: Audit | | Other Public Company Boards •Q2 Holdings, Inc. (2020 to present) •Brighthouse Financial, Inc. (2020 to present) |
Background and Qualifications
Background and Qualifications Mr. Hooley served as the Chairman, Chief Executive Officer and President of DST Systems, Inc., a provider of information processing software and services, from 2014 through 2018, the President and Chief Executive Officer from 2012 through 2014, and as the President and Chief Operating Officer from 2009 through 2012. Prior to that, he served in various leadership positions at State Street Corporation, a financial services company, from 1992 through 2009. Mr. Hooley currently serves on the boards of directors of Q2 Holdings, Inc., a provider of digital solutions to financial companies, where he is the Lead Independent Director, Chair of the Compensation Committee and a member of the Nominating and Corporate Governance Committee, and Brighthouse Financial, Inc., an annuity and life insurance company, where he is the Chair of the Audit Committee and a member of the Executive and Investment Committees. Previously, Mr. Hooley served as a member of the public company boards of directors of Stericycle Inc., a provider of regulated waste management solutions, from 2019 through 2024 until its acquisition by Waste Management, Inc., Legg Mason Inc., an investment management and asset management firm, from 2019 through 2020 until its acquisition by Franklin Resources, Inc., and DST Systems, Inc. from 2012 through 2018. Mr. Hooley brings significant executive leadership and public company board experience, including substantial experience in the financial services industry and accounting and financial reporting, to the Board.
Background and Qualifications
| Torsten Jeworrek INDEPENDENT | | Age: 64 Director Since: 2023 Committees: Investment and Risk Management, Standing | | Other Public Company Boards •None |
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. 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 II Directors (whose terms expire in 2027)
Background and Qualifications
| Duncan P. Hennes INDEPENDENT | | Age: 69 Director Since: 2017 Committees: Investment and Risk Management (Chair) | | Other Public Company Boards •Citigroup Inc. (2013 to present) |
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
| Kevin J. O’Donnell CHIEF EXECUTIVE OFFICER | | Age: 59 Director Since: 2013 Committees: Standing (Chair) | | Other Public Company Boards •None |
Background and Qualifications
Background and Qualifications Mr. O’Donnell has served as our Chief Executive Officer since July 2013 and as our President since November 2012. Mr. O’Donnell has served in a number of roles since joining the Company in 1996, including Global Chief Underwriting Officer, Executive Vice President, Senior Vice President, Vice President and Assistant Vice President. Mr. O’Donnell served as the Chair of ClimateWise from 2022 through 2025, and has served as a member of the U.S. Department of the Treasury Federal Advisory Committee on Insurance since 2023. He served as the Chair of the Global Reinsurance Forum from 2018 to 2020 and as the Chair of the Association of Bermuda Insurers and Reinsurers in 2017 and 2018. Through his roles at RenaissanceRe, Mr. O’Donnell has significant experience as a public company chief executive officer and has extensive knowledge of the Company’s operations, regulatory interaction, human capital management, strategy, and values and culture.
Background and Qualifications
| Loretta J. Mester INDEPENDENT | | Age: 67 Director Since: 2024 Committees: Investment and Risk Management | | Other Public Company Boards •None Investment Company Boards •The Haverford Trust Company |
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 held various positions at the Wharton School of the University of Pennsylvania since 2001 and is currently an adjunct full professor of finance, and is also a senior scholar at the Griswold Center for Economic Policy Studies at Princeton University. She also 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 expire in 2028)
Background and Qualifications
| Henry Klehm III INDEPENDENT | | Age: 67 Director Since: 2006 Current Committees: Governance and Human Capital (Chair) Post-Annual Meeting Committees: None | | Other Public Company Boards •None |
Background and Qualifications
Background and Qualifications Mr. Klehm is currently Of Counsel at the law firm Jones Day, where he was a partner from 2008 to 2025 and as the Practice Leader of the firm’s Securities Litigation and SEC Enforcement Practice from 2017 through 2025. 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
| Valerie Rahmani INDEPENDENT | | Age: 68 Director Since: 2017 Current Committees: Audit Post-Annual Meeting Committees: Governance and Human Capital | | Other Public Company Boards •London Stock Exchange Group, plc (2017 to present) |
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
| Carol P. Sanders INDEPENDENT | | Age: 59 Director Since: 2016 Current Committees: Audit (Chair) Post-Annual Meeting Committees: Governance and Human Capital (Chair) | | Other Public Company Boards •Alliant Energy Corporation (2005 to present) |
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
| Cynthia Trudell INDEPENDENT | | Age: 72 Director Since: 2019 Committees: Governance and Human Capital | | Other Public Company Boards •Canadian Tire Corporation (2019 to present) |
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. Board Composition and Effectiveness We believe the Board benefits from taking a holistic approach to its composition and refreshment. Our Board values a mix of new directors, who bring fresh perspectives, and longer-serving directors, who bring continuity and breadth of experience with our business, strategies and risk management processes. Our Board has developed comprehensive and ongoing assessment and succession planning processes and regularly reviews the biographical backgrounds and skills of its current members and potential nominees in connection with its ongoing evaluation of Board composition and refreshment.
Background and Qualifications
| Achieving Board Effectiveness •Rigorous director nominee evaluation and selection criteria •Commitment to source diverse Board candidates •Annual Board self-evaluation and assessment of individual directors •Comprehensive director orientation and ongoing education programs | Board Changes Over the Past Four Years •Rotated Non-Executive Chair of the Board and committee membership and chairs •Added four new directors •Enhanced Board skill sets relating to sustainability, human resources, financial services and cybersecurity •Continued alignment with long-term strategy |
Background and Qualifications
Selection and Nomination of Directors Director Nomination Process The Governance and Human Capital Committee is responsible for identifying and recommending qualified candidates for nomination to the Board.
Background and Qualifications
| Assess Board Composition | •Governance and Human Capital Committee regularly assesses appropriate Board size and composition •Needs are determined based on current and evolving strategies, potential vacancies and competencies, skills and experiences of the Board as a whole | | Identify and Source Candidates | •The Board is committed to expanding the pool from which it selects qualified director candidates, and is focused on seeking candidates based on a comprehensive analysis of the skills, qualifications, experience and attributes that are determined to best serve the Board and the interests of stockholders •Candidate recommendations may come from current or former Board members, management, search firms, shareholders or other sources •Utilization of non-traditional methods to identify a diverse pool of candidates from which new director nominees may be selected | | Select Director Nominees | •The Governance and Human Capital Committee reviews candidates to ensure fit with the needs and collegiality of the Board •Aim to find a diverse combination of qualities and experience that will complement and contribute to the competencies of the Board as a whole •Interviews by the Governance and Human Capital Committee members, Non-Executive Chair and other members of the Board are conducted before the full Board votes to nominate |
Background and Qualifications
Assessment of Board Composition The Board conducts a comprehensive analysis of the skills, qualifications, experience and attributes that are determined to best serve the Board and the interests of stockholders. When identifying and considering potential director nominees and evaluating the current composition of our Board, the Governance and Human Capital Committee focuses on: •the composition and competencies of our Board as a whole, •how the traits possessed by individual directors and director nominees complement one another, •the ability of the current and proposed members to operate collegially and effectively, and •the intersection of these factors with our current strategy, operational plans and oversight requirements. The Board also considers outside commitments of directors, including service on other boards and board committees, in assessing their ability to serve on the Board and committees of the Board. Director Qualifications As discussed in our Corporate Governance Guidelines, we do not set specific criteria for directors, but believe that candidates should show evidence of leadership in their particular field and have broad experience and the ability to exercise sound business judgment. In selecting directors, the Board generally seeks a combination of qualities and experience that will contribute to the exercise of the duties of the Board, including active or former chief executive or senior officers of major complex businesses, leading academics and entrepreneurs. The factors considered by the Governance and Human Capital Committee when evaluating individual director nominees include:
Background and Qualifications
| | | | | | Personal and professional ethics, integrity and values | Business acumen, leadership qualities and record of accomplishment | Compatibility with the existing Board composition | Commitment to serve on our Board for a potentially extended period of time, in light of the market cycles and earnings volatility that characterize our industry | | | | | | | Independence, including the ability to represent all of our shareholders and other key stakeholders without any conflicting relationship with any particular constituency | Professional experience and industry expertise considering our evolving strategic and operational plans over time | Ability and willingness to devote sufficient time to carrying out Board duties and responsibilities fully and effectively, particularly as a result of our Bermuda headquarters location | Other attributes of the candidate, our business and strategic conditions, and external factors that the Governance and Human Capital Committee deems appropriate |
Background and Qualifications
The Governance and Human Capital Committee has the discretion to weigh these, and other, factors as it deems appropriate. The relative importance of these factors may vary from candidate to candidate, depending on our evolving circumstances, and no particular criterion is necessarily applicable to all prospective nominees. Our Board believes that the backgrounds and qualifications of the directors and director nominees, both individually and considered as a group, should provide a diverse range of viewpoints, backgrounds, skills, experiences, expertise, and abilities that will allow the Board to fulfill its responsibilities, taking into account our evolving strategic direction and needs. The Governance and Human Capital Committee evaluates and discusses these factors at both the Board and committee levels when carrying out its director selection, recruitment and nomination obligations and also when assessing the performance of current directors. This assessment is undertaken at least annually. The Governance and Human Capital Committee may use search firms to identify potential candidates to stand for election to the Board. Our Corporate Governance Guidelines formalize our commitment to source Board candidates that have a range of viewpoints, backgrounds, skills, experiences and expertise, and other diverse characteristics. Annual Board Assessment and Evaluation The Board recognizes that a robust and constructive evaluation process is an essential part of good corporate governance and Board effectiveness. Pursuant to its charter, the Governance and Human Capital Committee has responsibility for oversight of the Board’s annual overall effectiveness reviews, review of individual director performance and similar matters. Multi-Faceted Evaluation Process
Background and Qualifications
| Individual Interviews by Board Chair | At the direction of the Governance and Human Capital Committee, our Non-Executive Chair of the Board facilitates the annual assessment of the effectiveness of the Board and each principal committee of the Board. The Non-Executive Chair of the Board conducts individual interviews with Board members and management, facilitating reviews of individual director effectiveness, as well as of the Board as a whole. | | Periodic Use of Independent Third Parties | From time to time, the Board engages independent third parties to review the Board’s practices and procedures and assess its effectiveness. | | Committee Self- Evaluations | Each principal committee of the Board performs a comprehensive annual self-assessment as part of the Board’s overall governance effectiveness review and assessment. | | Board Chair Assessment | The Chair of the Governance and Human Capital Committee, along with the Board members, reviews the performance of the Non-Executive Chair of the Board. | | Incorporation of Feedback | Results are compiled and discussed by the Board and each committee, and changes in practices, Board composition and procedures are recommended by the Governance and Human Capital Committee as necessary. |
Background and Qualifications
Director Orientation and Continuing Education Our Governance and Human Capital Committee oversees the orientation process for new directors. Each new director and new member of a Board committee participates in a comprehensive orientation program run by management. The orientation includes presentations by senior management to familiarize the new director with our strategic plan, significant accounting and risk management factors unique to our business, compliance programs, Code of Ethics and other relevant topics. We encourage our directors to participate in continuing education programs and reimburse them for reasonable expenses associated with third-party training programs relating to our business, industry or the discharge of Board duties. We also provide ongoing education programs on topics relevant to RenaissanceRe and our industry as part of regular Board and committee meetings, and directors are invited and encouraged to visit our offices to meet with management. Director and Director Nominee Independence The Governance and Human Capital Committee has reviewed the independence of each of our current directors and director nominees and affirmatively determined that each of Drs. Rahmani, Jeworrek and Mester, Mses. Sanders and Trudell and Messrs. Bushnell, Gibbons, Gidumal, Hennes, Hooley and Klehm are independent. Mr. O’Donnell is not independent because of his employment as our President and Chief Executive Officer. The New York Stock Exchange (the “NYSE”) listing standards require that a majority of our directors be independent. For a director to be considered independent, the Board must determine that the director does not have any direct or indirect material relationship with us either directly or as a partner, shareholder or officer of an organization that has a relationship with us. Our Corporate Governance Guidelines provide that a majority of our directors will meet the NYSE’s listing standards regarding independence criteria and set forth additional parameters that the Board uses to determine director independence, which we believe are more stringent than the independence requirements in the NYSE listing standards. In addition, the Board considers all relevant facts and circumstances known or reported to it in making independence determinations. In particular, when making its independence determinations, the Governance and Human Capital Committee considered the following relationships and determined that none of the directors or director nominees involved had a material relationship with us as a result of these relationships. Mr. Hennes serves as a director of Citigroup. We have current and historical financial relationships with Citigroup and its subsidiaries and affiliates, including Citigroup acting in manager roles in several of our securities offerings over the last few years and being a party to letter of credit facilities with us. Ms. Sanders serves as a director of GuideOne Insurance. From time to time, we have entered into reinsurance contracts with GuideOne, all in the ordinary course of business on terms available to similarly situated parties. Mr. Gibbons is the Treasurer and a director of EGL, the parent company of a number of varied businesses in Bermuda, including Coralisle Group Ltd. (“Coralisle”), and a director of BACL. We have entered into reinsurance contracts with Coralisle which are described under “Certain Relationships and Related Transactions” below. In addition, we have other immaterial business relationships with a variety of the other businesses owned by EGL and BACL, relating primarily to local services and procurement in Bermuda, for which we paid these entities a total of $63,657 in 2025. Mr. Gibbons is not directly involved in the management of Coralisle or any of the other businesses owned by EGL or BACL with which we do business, and all of the transactions were entered into in the ordinary course of business on terms available to similarly situated parties. Furthermore, the EGL and BACL entities did not make payments to, or receive payments from, us in an amount which, in any of the last three fiscal years, exceeded the greater of $1.0 million or 2% of EGL’s or BACL’s consolidated gross revenues. Shareholder Nomination Process Candidates recommended by shareholders for nomination to the Board will be considered and evaluated by the Governance and Human Capital Committee using the same process and criteria that we use to evaluate other candidates, assuming the proper procedures for shareholder nominations are followed. The Governance and Human Capital Committee will consider nominees to the Board recommended by no fewer than 20 shareholders holding in the aggregate not less than 10% of the outstanding paid-up share capital of RenaissanceRe. Any shareholder recommendation must be sent to our Corporate Secretary not less than 60 days prior to the scheduled date of the annual general meeting of shareholders and must set forth for each nominee: (i) the name, age, business address and residence address of the nominee; (ii) the principal occupation or employment of the nominee; (iii) the class or series and number of shares of capital stock of RenaissanceRe that are owned beneficially or of record by the nominee; and (iv) any other information relating to the nominee that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder. The written notice must also include the following information with regard to the shareholders giving the notice: •the name and record address of such shareholders; •the class or series and number of shares of capital stock of RenaissanceRe that are owned beneficially or of record by such shareholders; •a description of all arrangements or understandings between such shareholders and each proposed nominee and any other person (including his or her name and address) pursuant to which the nomination(s) are to be made by such shareholders; •a representation that such shareholder intends to appear in person or by proxy at the annual general meeting of shareholders to nominate the persons named in its notice; and •any other information relating to such shareholder that would be required to be disclosed in a proxy statement or other filing. Such notice must be accompanied by a written consent of each proposed nominee to be named as a nominee and to serve as a director if elected. The Governance and Human Capital Committee may refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedure. The Board’s Role and Key Responsibilities Strategic Oversight Our Board believes that long-range strategic issues should be discussed and reviewed at regular Board meetings. Our Corporate Governance Guidelines provide that the Board review and critique our strategic plan at least annually, with quarterly reviews of performance in comparison to the financial plan. Senior management and the full Board engage in long-term strategy discussions at least annually, and the Board and committees regularly receive updates from business function leaders on our performance against our tactical plans. Our strategic plan drives the Board’s goal setting in many areas. For example, the goals of each Board committee are tied to the achievement of the strategic plan and the Governance and Human Capital Committee determines and measures executive compensation against the achievement of strategic goals and objectives. Risk Oversight We consider enterprise-wide risk management to be a key strategic objective and believe that our enterprise-wide risk
Background and Qualifications
management processes and practices help to identify potential events that may affect us; quantify, evaluate and manage the risks to which we are exposed; and provide reasonable assurance regarding the achievement of corporate objectives. For each identified and measured risk, we have identified (i) a day-to-day owner and management response, (ii) a process for monitoring and reporting on the risk, (iii) a senior management committee, and (iv) Board and/or committee oversight. We believe that this risk management process, along with our culture and focus on enterprise-wide risk management, ensures effective risk oversight by our Board. Risk Management Process
Background and Qualifications
| BOARD | | •The Board is responsible for overseeing enterprise-wide risk management and is actively involved in the monitoring of risks that could affect us. •The members of the Board have direct access to, and receive regular reports from, the senior executives and other officers responsible for identifying and monitoring our risks, and coordinating enterprise-wide risk management, including our Group Chief Risk Officer, Chief Portfolio Officer, Group Chief Underwriting Officer, Chief Financial Officer and Group General Counsel, each of whom reports directly to our Chief Executive Officer, as well as other senior personnel such as our Chief Investment Officer, Chief Compliance Officer, Chief Accounting Officer, Global Corporate Controller and Head of Internal Audit. The Board also receives regular reports from the Operational Risk and Resilience Committee, which includes members of senior management, compliance professionals and others and oversees policies and procedures relating to accounting, financial reporting, internal controls, legal and regulatory matters, and complex transactions, among other matters. •The Board delegates certain of its risk management responsibilities to its committees as set forth in the committee charters and described under “Committees of the Board” below, with key risks set forth below. •The Non-Executive Chair of the Board participates in meetings of each committee from time to time on an ex officio basis and monitors the identification of risks or other matters that might require cross-committee coordination and collaboration or the attention of the full Board. |
Background and Qualifications
| | COMMITTEES | | | •Each committee regularly receives and discusses materials from the other committees, and we believe this allows the directors to be aware of the various risks across the Company. •Each committee performs a comprehensive annual self-assessment as part of the Board’s overall governance effectiveness review and assessment, which reflects the committees’ evaluation of our corporate risk management practices and, if applicable, the identification of potential new oversight needs in light of changes in our strategy, operations or business environment. •Each committee considers the self-assessment and identified new oversight needs when conducting their annual charter reviews and recommending changes to the charters. | | | | Key Risks Overseen | | | | Audit Committee | Governance and Human Capital | Investment and Risk Management Committee | | •Financial statements integrity and reporting •Cybersecurity and business continuity •Legal, regulatory and compliance •Tax compliance •Financial risk management | •Executive and employee compensation •Succession planning (executive and director) •Diversity, equity and inclusion, talent development, CSR and similar ESG matters •Governance structure and processes •Shareholder concerns | •Enterprise-wide risk management framework •Investment strategies and risk limits •Key financial risk or exposures (including climate risk) •Insurance risk •Capital and liquidity requirements |
Background and Qualifications
| MANAGEMENT | | •At least annually, our Group Chief Risk Officer presents a comprehensive risk management overview to the Board to demonstrate management coverage and Board oversight of significant identified risks. This overview outlines our procedures for the identification and measurement of, response to, and monitoring and reporting of risk. •Management representatives from our risk, legal, regulatory, compliance, human resources, treasury, finance, investments, reserving, information security, accounting and internal audit functions: ◦Regularly report to the Board and each committee at quarterly scheduled sessions, including at least annually to the Governance and Human Capital Committee regarding any potential risks of our compensation policies and practices; and ◦Separately meet with, and are interviewed by, our committees in executive sessions. |
Background and Qualifications
Board Oversight of Sustainability We have an integrated approach to sustainability governance, with cross-collaboration among our Board committees and management. Our Board and its committees are actively engaged in the oversight of sustainability initiatives and our management provides regular reports on progress and developments. The Governance and Human Capital Committee, pursuant to its charter, is charged with overseeing, monitoring and reviewing our sustainability policies, programs and practices. This oversight includes health and safety, diversity, equity and inclusion and related matters. Our dedicated sustainability team reports to the Governance and Human Capital Committee regularly, and to the full Board at least annually, on our sustainability initiatives and progress on implementation of our sustainability strategy. In addition, the Governance and Human Capital Committee is actively engaged in the oversight of our employees, work environment, diversity, equity and inclusion initiatives and compensation practices, and receives regular updates from management on progress and developments, and our executive management team and Governance and Human Capital Committee receive regular reports on progress against our annual human resources tactical plans. The consideration of the impacts of climate change is integral to our enterprise-wide risk management process. Certain aspects of sustainability are monitored by the full Board or other committees. For example, the Investment and Risk Management Committee is charged with overseeing key financial risks, such as the financial risk of climate change. We have been progressively integrating the consideration of the financial risk of climate change into our governance frameworks, risk management processes and business strategies over the past several years. Cross-Committee Risk and Strategy Oversight Collaboration At their quarterly meetings, each committee reviews and discusses its current and future agendas in the context of our strategic plan and any new Company, industry or market information and identifies matters that should be discussed with other committees or the full Board. In addition, each principal committee reports to the full Board at each quarterly Board meeting. Our Audit, Governance and Human Capital, and Investment and Risk Management Committees coordinate their oversight of our financial and operating risks and routinely collaborate to address specific matters requiring coordination and cross- committee oversight. We believe that these collaborative efforts sustain high levels of enterprise-wide risk management and facilitate sound corporate governance. Executive Succession Planning We believe that executive succession planning and leadership development are critical to our long-term success and are key to effective risk oversight and execution of our strategy. Our succession planning programs are designed to ensure that the Board has appropriate oversight. On behalf of the Board, our Governance and Human Capital Committee collaborates with our Chief Executive Officer in the development and monitoring of our programs for long-term executive succession, generally on a quarterly basis. Our Board, in coordination with the Governance and Human Capital Committee, also maintains an emergency succession plan, which is intended to enable us to respond quickly to unexpected vacancies to maintain the continuity of our business operations and minimize disruptions. The Governance and Human Capital Committee dedicates at least one meeting each calendar year to an in-depth review of talent development plans, including development plans for internal succession candidates and identification of potential external succession candidates. Updates to the executive succession plan are made as necessary. To further support the succession planning process, the Governance and Human Capital Committee is regularly presented with information on the Company’s employee population, ranging from the results of engagement surveys to detailed succession plans for senior or critical roles. Together, the Chief Executive Officer, the Chief Human Resources Officer and the management governance committee identify individuals who they believe have demonstrated potential to grow into senior executive positions and review these individuals with the Governance and Human Capital Committee. The careers of these individuals are monitored to ensure that over time they have appropriate exposure both to the Board and to our business. These individuals interact with our Board in various ways, including through participation in Board meetings and other Board- related activities and meetings with individual directors. The Governance and Human Capital Committee regularly briefs the full Board on these matters and has overseen recent changes to our leadership structure in accordance with our succession planning processes. Board Structure and Processes Our Commitment to Effective Corporate Governance Our Board and management have a strong commitment to effective corporate governance. We believe we have a comprehensive corporate governance framework which takes into account applicable regulatory requirements and best practices. The key components of this framework are set forth in the following documents: •our Bye-laws; •our Corporate Governance Guidelines; •our Code of Ethics; •our Audit Committee Charter; •our Governance and Human Capital Committee Charter; and •our Investment and Risk Management Committee Charter. The Board regularly reviews corporate governance developments and modifies our Corporate Governance Guidelines, Code of Ethics, committee charters and key Board practices when it believes modifications are warranted. A copy of each of these documents is published on our website at www.renre.com under “Investors—Corporate Governance,” except our Bye-laws, which are filed with the SEC and can be found on the SEC website at www.sec.gov. Each of these documents is available in print to any shareholder upon request.
Background and Qualifications
| Governance Highlights •In May 2026, we anticipate: ◦rotating the Non-Executive Chair of the Board from Mr. Gibbons, who has served in that role since 2016, to Mr. Klehm, who has significant experience as a member of the Board; ◦adding Stephen C. Hooley to the Board, our fourth new director in the last four years, illustrating our commitment to board refreshment and thoughtful Board composition as the Company evolves; and ◦rotating members of our committees and chair assignments to promote director experience and a variety of perspectives across the committees. •In November 2024, we streamlined our Board committee structure by combining multiple special purpose committees into one Standing Committee with authority to approve certain strategic transactions, securities offerings and transition matters. |
Background and Qualifications
Code of Ethics Our Code of Ethics applies to all of our directors and employees, including our principal executive officer, principal financial officer and principal accounting officer, and all of our employees performing financial or accounting functions. Our Code of Ethics is available without charge on our website, www.renre.com, under “Investors—Corporate Governance.” We will also provide a printed copy of our Code of Ethics to any shareholder upon request. We intend to disclose any amendments to our Code of Ethics by posting them on our website. Any waivers of our Code of Ethics applicable to our directors, principal executive officer, principal financial officer, principal accounting officer, controller and other executive officers who perform similar functions will be disclosed by filing a Current Report on Form 8-K with the SEC. Insider Trading Policy We have adopted an insider trading policy that outlines the procedures which employees, officers, directors, independent contractors and consultants of the Company must follow to ensure compliance with U.S. rules related to disclosure and insider trading. 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, 2025. Board Structure and Engagement Our Board regularly evaluates its structure to ensure that it is best serving the interests of the Company and our shareholders. The Governance and Human Capital Committee is responsible for overseeing overall Board effectiveness, and regularly discusses the suitability of the Board’s structure for the Company at its meetings. The Board currently maintains a classified board structure led by an independent, Non-Executive Chair, similar to certain of our peers in the industry. The Board has determined that its current classified structure remains appropriate and provides considerable value due to the continuity and stability that it creates by staggering Board member terms and preventing significant board turnover in a single year. The Board believes that a classified board structure is beneficial to retaining a focus on value creation for shareholders over the long-term, rather than the short-term. This is particularly important given the complexities of the business and unique market cycles and earnings volatility in the industry in which we operate. Our Board believes that its structure does not hinder our ability to recruit highly-qualified directors, diminish director accountability or limit investor dialogue. We regularly engage with shareholders on our classified Board structure, share relevant feedback with the entire Board, and have continued to evolve our governance, compensation and sustainability practices in response to feedback received over the past several years. Pursuant to our Corporate Governance Guidelines, the Chair of the Board may be an officer/director or an outside director and may or may not be the Chief Executive Officer, at the option of the Board. The Board believes it should be free to make these determinations depending on what it believes is best for the Company and our shareholders in light of all the circumstances. At this time, the Board has determined that it is appropriate to separate the roles of Chair and Chief Executive Officer and to have a Non-Executive Chair of the Board. The Board believes that having an independent director serve as Non-Executive Chair of the Board is in the best interests of the Company and our shareholders at this time and that this structure currently assists the independent directors in the oversight of the Company and facilitates participation of the independent directors in setting agendas and establishing priorities and procedures for the work of the Board. Role of the Non-Executive Chair of the Board Currently, Mr. Gibbons serves as the Non-Executive Chair of the Board. Following the Annual Meeting, Mr. Klehm will serve as the Non-Executive Chair of the Board. In addition to chairing each meeting of the Board, the Non-Executive Chair of the Board has significant responsibilities, including: (i) having the authority to call meetings of the Board; (ii) setting the agendas for Board meetings and executive sessions to ensure that Board members receive the information necessary to fulfill the Board’s primary responsibilities; (iii) chairing executive sessions of the independent directors; (iv) briefing the Chief Executive Officer on issues that arise in the executive sessions, as appropriate; (v) facilitating discussion among the independent directors on key issues and concerns that arise outside of Board meetings and serving as a non-exclusive conduit to communicate views, concerns and issues of the independent directors to the Chief Executive Officer; (vi) interviewing candidates for directorship; (vii) facilitating the assessment of the Board’s effectiveness, at the direction of the Governance and Human Capital Committee; and (viii) together or in coordination with the Chief Executive Officer, representing the organization in external interactions with shareholders, employees and other stakeholders. The Non-Executive Chair of the Board typically does not serve as a member of the Board’s three principal committees (the Audit Committee, the Governance and Human Capital Committee, and the Investment and Risk Management Committee), but rather attends such meetings and other functions of the committees on an ex officio basis as warranted by the facts and circumstances. The Non-Executive Chair of the Board serves as a member of the Standing Committee, which meets on an as- needed basis. Meetings and Attendance Our Board held the following meetings of the Board and committees during 2025:
Background and Qualifications
| | Board | Audit Committee | Corporate Governance and Human Capital Management Committee | Investment and Risk Management Committee | Standing Committee | | Meetings | 4 | 4 | 4 | 4 | 1 |
Background and Qualifications
Each of our directors attended 100% of the meetings of the Board and committees of the Board on which they served during 2025 (during the periods that they served). For more information on our committees, please see below. Under our bye-laws, two directors are required to constitute a quorum for meetings of the Board. While we do not have a formal policy with regard to our directors’ attendance at annual general meetings of shareholders, generally it is the practice of our Board to attend such meetings. All of our directors attended our 2025 Annual Meeting, which was held on May 6, 2025 in Bermuda. Executive Sessions Separate executive sessions of our non-management directors are held in conjunction with each regular quarterly Board meeting. The Non-Executive Chair of the Board presides at these executive sessions of the Board. The principal committees of the Board also conduct regular executive sessions, which are chaired by the respective chairs of the committees. Communicating with the Board Any shareholder or other party may communicate directly with the Board, any committee of the Board, any member of the board or our non-management directors as a group by writing to the intended recipient in the care of the Corporate Secretary. Shareholders can send communications through our website at www.renre.com by clicking on “email” under “About Us— Offices & Contacts—General Contacts—Legal or Corporate Information” or by mail to: RenaissanceRe Holdings Ltd., P.O. Box HM 2527, Hamilton HMGX, Bermuda, Attn: Corporate Secretary. If properly addressed, communications will be forwarded to the intended recipient unopened. The Audit Committee, on behalf of itself and our other non-management directors, has established procedures to enable employees or other parties who may have a concern about our conduct or policies to communicate that concern. Our employees are encouraged and expected to report any conduct which they believe in good faith to be an actual or apparent violation of our Code of Ethics. In addition, the Audit Committee has established procedures for receiving, retaining and treating complaints regarding accounting, internal accounting controls or auditing matters, as well as for confidential submission by Company employees of concerns regarding questionable accounting or auditing matters, among other things. These communications may be anonymous, and may be submitted in writing, e-mailed or reported by phone through various internal and external mechanisms as provided in our Code of Ethics, which is posted on the Company’s internal website and www.renre.com. Our Code of Ethics prohibits any employee or director from retaliating or taking any adverse action against anyone for raising or helping to resolve an integrity concern. Committees of the Board The Board maintains three principal standing committees: the Audit Committee, the Governance and Human Capital Committee, and the Investment and Risk Management Committee. The primary responsibilities of these committees are summarized below and more fully described in their charters. These committees may delegate any of their responsibilities to a subcommittee composed of one or more members of the committee. In addition, the Board maintains one standing, special purpose committee, the Standing Committee. The responsibilities of these committees are summarized below. The Board has determined that each member of the Audit Committee and the Governance and Human Capital Committee meets the applicable independence standards of the Commission and the NYSE. The Board has also determined that each member of the Audit Committee is financially literate and has accounting or related financial management expertise as required by NYSE rules and is an “audit committee financial expert” under the Commission’s rules, in each case, given his or her experience as set forth in his or her biography above. Following the Annual Meeting, Mr. Gibbons will step down as Non-Executive Chair of the Board and Mr. Klehm will be appointed as Non-Executive Chair of the Board; Dr. Rahmani and Ms. Sanders will step down from the Audit Committee, Mr. Gibbons and Mr. Hooley (if elected) will be appointed to the Audit Committee, Mr. Gidumal will be appointed Chair of the Audit Committee, and the Audit Committee will consist of Mr. Gidumal (Chair), Mr. Gibbons and Mr. Hooley; Mr. Klehm will step down from the Governance and Human Capital Committee, Dr. Rahmani and Ms. Sanders will be appointed to the Governance and Human Capital Committee, Ms. Sanders will be appointed Chair of the Governance and Human Capital Committee, and the Governance and Human Capital Committee will consist of Ms. Sanders (Chair), Dr. Rahmani and Ms. Trudell. Audit Committee
Background and Qualifications
| Members: Current Members: Carol P. Sanders (Chair) Shyam Gidumal Valerie Rahmani Post-Annual General Meeting Members: Shyam Gidumal (Chair) James L. Gibbons Stephen C. Hooley | The Audit Committee’s key responsibilities include oversight of: •Our accounting and financial reporting process, as well as the integrity, quality and accuracy of our financial statements, including internal controls; •Our operational risk assessment and risk management process, in coordination with the Investment and Risk Management Committee, which has primary responsibility for oversight of financial risk management; •Our compliance with legal and regulatory requirements, including review of our Code of Ethics and internal compliance program; •Our information security and cybersecurity programs and risks; •Our use of non-GAAP measures and metrics, including environmental, social and governance metrics; •Our independent auditor’s appointment, compensation, qualifications, independence and performance; and •The performance of our internal audit function. |
Background and Qualifications
Corporate Governance and Human Capital Management Committee
Background and Qualifications
| Members: Current Members: Henry Klehm III (Chair) David Bushnell Cynthia Trudell Post-Annual General Meeting Members: Carol P. Sanders (Chair) Cynthia Trudell Valerie Rahmani | The Corporate Governance and Human Capital Management Committee’s key responsibilities include: Compensation-Related •Determining compensation of our Chief Executive Officer and directors, and reviewing and approving other executive officers’ compensation after considering the Chief Executive Officer’s recommendations; •Overseeing incentive and equity-based compensation plans, including granting and setting the terms of awards; •Evaluating the performance of our executive officers; •Reviewing and recommending policies, practices and procedures concerning compensation strategy and other human resources-related matters, including diversity, equity and inclusion and talent development; •Reviewing and advising on executive succession planning; and •Reviewing, analyzing and overseeing the mitigation of risks associated with our compensation programs. Corporate Governance-Related •Overseeing and supervising the director nomination process, including identifying and evaluating prospective Board candidates; •Reviewing and monitoring the performance and composition of the Board and its committees; •Overseeing the new director orientation process and director continuing education policies; •Developing and evaluating our corporate governance practices and procedures, including compliance with legal and regulatory requirements; •Overseeing and reviewing related-party transactions (as defined in SEC Regulation S-K, Item 404) for potential conflicts of interest; •Overseeing, monitoring and reviewing our policies, programs and practices related to environmental, social and governance (“ESG”) matters, including sustainability, health and safety and diversity, equity and inclusion matters; and •Reviewing any properly submitted shareholder proposals. |
Background and Qualifications
Governance and Human Capital Committee Advisors The Governance and Human Capital Committee has the authority to select, retain and dismiss compensation consultants, financial and other advisors and independent legal counsel as it deems necessary in accordance with the procedures set forth in the charter and considering independence and potential conflicts of interest. For a discussion regarding the Governance and Human Capital Committee’s independent compensation consultant, please see “Compensation Discussion and Analysis— Independent Compensation Consultant.” In addition, our Governance and Human Capital Committee reviews our compensation programs for consistency with our risk management practices and to assist us in structuring our programs in a manner that aligns our executives and employees with the long-term interests of shareholders in light of the market cycles and earnings volatility that characterize our industry. For a discussion regarding our compensation policies and practices as they relate to our risk management see “Compensation and Risk Management” below. Compensation Committee Interlocks and Insider Participation Mr. Bushnell, Mr. Klehm and Ms. Trudell served on the Governance and Human Capital Committee during the 2025 fiscal year. No member of the Governance and Human Capital Committee during the 2025 fiscal year was an officer or employee of the Company during the 2025 fiscal year or was formerly an officer of the Company, or had any relationship requiring disclosure by the Company as a transaction with a related person under Item 404 of Regulation S-K (“Regulation S-K”) of the U.S. Securities Act of 1933, as amended (the “Securities Act”). No executive officer of the Company served on any board of directors or compensation committee of any other company for which any of our directors served as an executive officer at any time during the 2025 fiscal year. Investment and Risk Management Committee
Background and Qualifications
| Members: Duncan P. Hennes (Chair) Torsten Jeworrek Loretta J. Mester | The Investment and Risk Management Committee’s key responsibilities include: •Overseeing our investment strategies, performance and risk management; •Reviewing management procedures to develop investment strategies and risk limits and monitoring adherence to those guidelines; •Reviewing and monitoring investment manager and investment portfolio performance; •Assisting the Board with assessing our financial risk management, in coordination with the Audit Committee, which has primary responsibility for oversight of operational risk management; and •Overseeing the processes used to manage key financial risks, including risks related to liquidity, solvency margins, capital management and leverage, third-party credit risk, foreign exchange exposure, financial risk of climate change and insurance risks. |
Background and Qualifications
Special Purpose Committee
Standing Committee
| Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Total ($) | | David C. Bushnell | 125,000 | 164,908 | 289,908 | | James L. Gibbons | 190,000 | 314,847 | 504,847 | | Shyam Gidumal | 125,000 | 164,908 | 289,908 | | Duncan P. Hennes | 160,000 | 164,908 | 324,908 | | Torsten Jeworrek | 125,000 | 164,908 | 289,908 | | Henry Klehm III | 160,000 | 164,908 | 324,908 | | Loretta J. Mester | 125,000 | 164,908 | 289,908 | | Valerie Rahmani | 125,000 | 164,908 | 289,908 | | Carol P. Sanders | 160,000 | 164,908 | 324,908 | | Cynthia Trudell | 125,000 | 164,908 | 289,908 |
Standing Committee
(1)Amounts shown reflect the annual retainer and annual committee chair retainers, described below. (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 2025, 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 2025 Form 10-K. These values do not represent the actual value the recipient will or has received from the award. On March 1, 2025, each of Messrs. Bushnell, Gidumal, Hennes and Klehm, Drs. Jeworrek, Mester and Rahmani, and Mses. Sanders and Trudell, were awarded 694 restricted shares, and Mr. Gibbons was awarded 1,325 restricted shares. All of the restricted shares awarded to our non-employee directors in 2025 are scheduled to vest in three substantially equal annual installments beginning on March 1, 2026, subject to the director’s continued service through the applicable vesting date. The aggregate number of stock awards outstanding as of December 31, 2025 for each non-employee director was as follows: Mr. Gibbons: 2,749 restricted shares; Dr. Jeworrek; 1,447 restricted shares; Messrs. Bushnell, Gidumal, Hennes and Klehm, Mses. Sanders and Trudell, and Dr. Rahmani: 1,439 restricted shares each; and Dr. Mester: 1,090 restricted shares. 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 2025 review. Annual Cash Retainers. During 2025, 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 2024. 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 2025, 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 2024 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, 2025, 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 Officer, Chief Financial Officer, Chief Portfolio Officer, Group Chief Underwriting Officer, Group General Counsel, Chief Investment Officer, and Chief Accounting Officer.
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. | ■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 2025 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, with slight increases in percentage of pay at-risk pay for some of our named executive officers. The details of the components of the pay mix are discussed below under “Principal Components of Our Executive Compensation Program.” As part of its ongoing review of the compensation of our named executive officers, in 2026, the Governance and Human Capital Committee increased the percentage of each named executive officers’ annual target pay mix that is tied to the achievement of pre-established performance objectives by increasing the portion of the long-term incentive award delivered in performance shares from 50% to 60% for awards made in 2026. This change was made to further align our named executive officers’ compensation with long-term value creation. The annual target pay mix for our Chief Executive Officer and each of our other named executive officers for 2025 was:
Long-Term
| 14% | | Salary |
Long-Term
| 20-22% | | Salary |
Long-Term
| 27% | | Time Vested Restricted Shares |
Long-Term
| 23-25% | | Time Vested Restricted Shares |
Long-Term
86% At-Risk 78-80% At-Risk
Long-Term
| 32% | | Annual Incentive Bonus |
Long-Term
| 27% | | Performance Shares |
Long-Term
| 23-25% | | Performance Shares |
Long-Term
| 30-33% | | Annual Incentive Bonus |
Long-Term
*Due to rounding, percentages may not total precisely. Link Between Pay and Performance for 2025 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 2025, we benefited from strong execution of our consistent long-term strategy. We believe that we realized the benefits of our increased scale and diversification, delivering strong financial results across all three drivers of profit. 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 2025 annual incentive bonuses paid out at 175% of target. For metrics applicable to our 2023 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 2023 to 2025 performance period paid out at 179% 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) | 22.5% (Target of 10.27%) | Annual Incentive Bonus 175% of Target | | Gross Premiums Written | $11.7B (101.6% of Budget) | | | ■Consistent commitment to our strategy as a global reinsurer ■Strong performance across Three Drivers of Profit ■Demonstrated resiliency of results from diversified earnings streams ■Continued to deliver on our value proposition composed of leadership, expertise and partnership ■Absorbed losses while providing efficient capacity to customers ■Prudent capital management in volatile environment ■Enhanced share repurchase program ■Realized benefits of enhanced scale and diversification ■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) | 35.2% (Target of 7.0%) | Performance Shares 179% of Target | | Three-Year Average Underwriting Expense Ratio Rank Compared to Peers(2) | 31.5% (6th Best in Peer Group) | |
Annual Incentive Bonus
Annual Incentive Bonus
Performance Shares
Performance Shares (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.” (2)The calculation of these metrics is described in more detail in “2025 Performance Share Metrics” below. Executive Compensation Best Practices We remain committed to continually reviewing and improving our executive compensation program to reflect the views of our shareholders and implement commonly-viewed best practices. Some highlights of the best practices we have implemented in our executive compensation program include the following:
Performance Shares
| | | | | 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 |
Performance Shares
| | | | | No Tax Gross-ups for Excise Taxes or Perquisites* | | | No Special Retirement Arrangements for Executive Officers | | | No Option or Stock Appreciation Rights Repricing | | | No Hedging, Pledging or Unapproved Trading Plans | | | No Dividends or Dividend Equivalents Paid on Unvested Performance Shares | | | No Vesting of Performance Shares if Threshold Performance Not Met | | *Excludes tax reimbursements provided to all employees for taxes incurred when required to work in a tax jurisdiction other than their primary work jurisdiction and, for Mr. O’Donnell and Mr. Qutub only, tax reimbursements for additional taxes incurred on their housing allowances as a result of the application of the foreign income tax exclusion and stacking rules under the Internal Revenue Code. | |
Performance Shares
Shareholder Engagement We recognize the value of engaging in a dialogue with our shareholders to solicit their views and input. Our ongoing engagement includes interactions led by our investor relations team with many of our largest shareholders, and regular participation by members of our executive leadership in investor conferences. Members of senior management also engage with investors in meetings that are primarily focused on corporate governance, executive compensation, and sustainability topics, some of which may include participation by an independent director. Our Board appreciates the insights gained in these discussions and receives a summary of shareholder engagement, including shareholder feedback, at each quarterly Board meeting. The Governance and Human Capital Committee is also provided with a detailed summary of direct shareholder communications at each quarterly committee meeting.
Performance Shares
| Over the course of 2025, we reached out to a broad group of our shareholders | | | | | We engaged with shareholders representing approximately 54% of shares outstanding. | | | | | We engaged with shareholders in multiple ways | | | We discussed a number of topics with shareholders | | | | | ■Financial performance and Three Drivers of Profit ■Capital management framework ■Market outlook ■Purpose and long-term strategy, including integration of Validus ■Executive compensation, including program design and shareholders’ rationale for advisory say-on-pay votes ■Board composition and refreshment ■Sustainability strategy ■Human capital and culture | | | | | | | One-on-one meetings | Quarterly financial results conference calls | Annual Letter to Shareholders | | | | | | | | Regular participation in industry conferences | | Press releases and our investor website | |
Performance Shares
Our Say-on-Pay Vote We believe the results of the annual advisory “say-on-pay” vote at our 2025 Annual Meeting, where approximately 95% of the votes cast were in support of the compensation of our named executive officers, indicate strong shareholder support of our program. After considering the 2025 say-on-pay results as well as the feedback received during our engagement with shareholders, the Governance and Human Capital Committee determined that the Company’s executive compensation philosophy and objectives and compensation elements continued to be appropriate and did not make any significant changes to the Company’s executive compensation program in response to the 2025 say-on-pay vote. 95% 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.
Performance Shares
| 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 |
Performance Shares
Roles and Responsibilities
Performance Shares
| Governance and Human Capital Committee | | Our Governance and Human Capital Committee establishes and oversees our executive compensation philosophy and has primary responsibility for overseeing executive compensation policies and programs. •Determines all aspects of our Chief Executive Officer’s compensation •Approves compensation for all other named executive officers, after considering the Chief Executive Officer’s recommendations •Meets at least quarterly, and meetings may include other members of the Board, members of management and third- party advisors •Conducts an executive session at each meeting with no members of management present •Only committee members may vote on committee matters •The Governance and Human Capital Committee’s responsibilities with respect to compensation are set forth in its charter, and are described in more detail above under “Corporate Governance and Human Capital Management Committee” |
Performance Shares
| 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 2025, the Governance and Human Capital Committee renewed its engagement of Mercer, a wholly owned subsidiary of Marsh (MRSH) (formerly 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 2025, Mercer performed compensation advisory services on behalf of the Governance and Human Capital Committee. We incurred fees in 2025 in respect of these engagements totaling approximately $625,000. The Governance and Human Capital Committee approved fees for all compensation advisory services •Other subsidiaries of Marsh acted as a broker or agent with respect to 34% of our gross premiums written and 34% of ceded written premiums in 2025, 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 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 |
Performance Shares
| Management | | Our executive officers and key members of our human resources function help support the Governance and Human Capital Committee’s executive compensation process, and collaborate on the development of our strategic plan, which the Governance and Human Capital Committee uses as the basis for setting the goals and targets for our performance- based compensation. Chief Executive Officer •Regularly attends and participates in portions of the Governance and Human Capital Committee’s meetings •Provides the Governance and Human Capital Committee with strategic context regarding our products, underwriting and operational risks, strategy and performance, and shareholder value-creation over time •Collaborates with the Governance and Human Capital Committee on matters such as the alignment of our incentive plan performance measures with our overall strategy and the impact of the design of our equity incentive awards on our ability to attract, motivate and retain highly talented executive officers •Makes recommendations regarding the compensation of executive officers who report to him, including our named executive officers, and provides feedback on their performance |
Performance Shares
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 compensation peer group includes reinsurers and 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
Each year, in consultation with Mercer, the Governance and Human Capital Committee conducts a review and assessment of our existing peer group, including consideration of our peer selection criteria. In 2024, following this review, and considering factors such as the Company’s larger size after the acquisition of Validus, the Governance and Human Capital Committee determined the composition of our compensation peer group to be used to monitor and evaluate compensation trends and formulate plans for our executive compensation program for 2025. Argo Group International Corporation was removed following its acquisition by Brookfield Reinsurance Ltd. 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. Following its 2025 peer group review, the Governance and Human Capital Committee determined that it would not make any changes to our compensation peer group which will be used to inform 2026 compensation decisions. Executive compensation determinations made for 2025 were based on the peer group identified below:
Key Criteria When Identifying Peer Group Companies
| Compensation Peer Group | | | •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 2025 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 2025, Messrs. O’Donnell, Qutub and Curtis received salary increases to reflect the increased complexity and scale of the organization, and to further align them with the competitive market as supported by competitive practices data provided by Mercer. In the case of Messrs. O’Donnell and Curtis, their last increases in base salary were in 2021 and, in the case of Mr. Qutub, his last increase in base salary was in 2023.
Key Criteria When Identifying Peer Group Companies
| Name | 2024 Salary ($) | 2025 Salary ($) | % Increase | | Kevin J. O’Donnell | 1,180,000 | 1,300,000 | 10% | | Robert Qutub | 675,000 | 800,000 | 19% | | Ross A. Curtis | 725,000 | 775,000 | 7% | | David Marra | 900,000 | 900,000 | —% | | 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. The 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 the 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. 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. 2025 Annual Incentive Bonus Determinations
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 2025 annual incentive bonuses were the same as the 2024 levels.
Annual Incentive Bonus Target Levels
| Name | 2024 Target (% of Salary) | 2025 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 For 2025, the Governance and Human Capital Committee approved a mix of financial performance metrics and strategic goals and objectives in its annual incentive bonus determinations that was consistent with 2024, 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 2025 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. 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. The gross premiums written target aligns to our annual operating plan, which considers our growth targets and our strict underwriting discipline, and rewards profitable growth in line with our risk appetite. In 2023 gross premiums written target increased by 7% from the prior year, and in 2024 the target increased by an additional 39%. However, due to the nature of our industry and our strategy of proactive cycle management, for 2025, our gross premiums written target reflected a decrease of less than 1% from 2024. 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 “2025 Payout Determination” below. Our accomplishments against the strategic goals and objectives approved for 2025 included:
Performance Metrics
| Summary strategic goals and objectives: | Strategic accomplishments: | | Consistent commitment to our strategy as a global reinsurer | •Demonstrated resiliency of results from diversified earnings streams •Continued to deliver on our value proposition composed of leadership, expertise and partnership •Implemented a more client-centric renewal framework •Absorbed losses while providing efficient capacity to customers •Launched Medici UCITS catastrophe bond fund | | Generate strong performance across Three Drivers of Profit | •Underwriting income of $1.3 billion •Net investment income of $1.7 billion •Fee income of $328.9 million | | Actively manage capital to optimize returns | •Enhanced share repurchase program - repurchased approximately $1.6 billion of common shares; reduced share count by 12.8% •Prudent capital management in volatile environment •Generated strong investment returns •Increased dividend for thirty-first consecutive year | | Deliver enhancements to our operating model to increase the scalability of our global platform | •Continued to enhance operations and infrastructure to better operate at scale •Enhanced talent development programs and framework for progression •Invested in infrastructure and data insight projects to better serve clients |
Performance Metrics
Full details of the specific targets, thresholds and maximums for each metric, as well as the actual results for 2025, 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 = 22.5% 2.19x Target | GPW = $11.7B 101.6% of budget | | | Strategic Projects Score = 2.59 | | | 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 | | | | 108% | 20.0% | | Strategic Projects Score(3) | | | | 179% | 30.0% | | | | | | Bonus Pool Funding 175% | |
Performance Metrics
| 2.19x |
Performance Metrics
| | Target x 0.5 | 10.27% | ≥Target x 1.5 | | Payout %: | 50% | 100% | 200% |
Financial Performance Metrics
Financial Performance Metrics
Financial Performance Metrics
| 101.6% |
Financial Performance Metrics
| | 70% | 100% | ≥120% | | Payout %: | 50% | 100% | 200% |
Financial Performance Metrics
| 2.59 |
Financial Performance Metrics
| | 0.9 | 1.8 | ≥3.0 | | Payout %: | 10% | 100% | 200% |
Accomplishments
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.
2025 Payout Determination
2025 Payout Determination In February 2026, the Governance and Human Capital Committee reviewed the Company’s performance for the 2025 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 2025,” the Company performed very well against the pre-established strategic goals and objectives for the annual incentive bonuses for 2025. Based on our actual performance achievements, the Governance and Human Capital Committee established an overall business performance factor of 175% of target for 2025 (in accordance with the formula described above) and determined that the actual annual incentive bonus for 2025 for each named executive officer would be equal to our business performance factor of 175%, multiplied by their target bonus amount. The target and actual annual incentive bonuses for 2025 for each of our named executive officers, as determined by the Governance and Human Capital Committee, are set forth in the table below:
2025 Payout Determination
| Name | Base Salary ($) | Target 2025 Bonus as a Percent of Base Salary (%) | Target 2025 Bonus ($) | Actual 2025 Bonus ($) | | Kevin J. O’Donnell | 1,300,000 | 225% | 2,925,000 | 5,118,750 | | Robert Qutub | 800,000 | 150% | 1,200,000 | 2,100,000 | | Ross A. Curtis | 775,000 | 150% | 1,162,500 | 2,034,375 | | David Marra | 900,000 | 150% | 1,350,000 | 2,362,500 | | Shannon L. Bender | 600,000 | 150% | 900,000 | 1,575,000 |
2025 Payout Determination
Long-Term Incentives
2025 Payout Determination
| Performance shares made up 50% of the 2025 annual long- term incentive awards for named executive officers |
2025 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. The Governance and Human Capital Committee does not intend to make 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. 2025 Long-Term Incentive Award Determinations
2025 Grants of Annual Equity Awards
2025 Grants of Annual Equity Awards In 2025, 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 2025 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, Mr. Qutub and Mr. Curtis were consistent with the prior year. The total target value of the award for Ms. Bender and Mr. Marra increased from the prior year to reflect their strong execution of our strategy and the increasing responsibilities of their roles commensurate with our increased scale. The annual long-term incentive awards granted to our named executive officers in 2025 are set forth in the following table:
2025 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 | 2,507,366 | 2,507,366 | 5,014,732 | | Robert Qutub | 843,551 | 843,551 | 1,687,102 | | Ross A. Curtis | 906,045 | 906,045 | 1,812,090 | | David Marra | 1,124,893 | 1,124,893 | 2,249,786 | | Shannon L. Bender | 674,841 | 674,841 | 1,349,682 |
2025 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.
2025 Performance Share Metrics
2025 Performance Share Metrics In 2025, the Governance and Human Capital Committee granted annual performance share awards with the same terms and metrics as the awards it granted in 2024, which include a three-year performance period (from January 1, 2025 to December 31, 2027) 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.
2025 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. | |
2025 Performance Share Metrics
In addition, consistent with the 2024 performance share awards, the maximum payout for the 2025 performance share awards is 200% for all named executive officers. The performance metrics and corresponding vesting levels for the 2025 performance share awards are set forth in the following table:
2025 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% |
2025 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 2025, 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. Consistent with the 2024 performance share awards, the following 17 companies comprised our performance share peer group for 2025 awards:
2025 Performance Share Metrics
| 2025 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. Berkely Corporation |
Performance Share Measurement For 2025
Performance Share Measurement For 2025 In February 2026, 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 2023 to 2025 performance cycle, for purposes of determining the vesting amount for the performance shares granted to the named executive officers in 2023. The following table illustrates actual performance achieved and shares earned for performance shares granted in 2023 across the three-year performance cycle, which resulted in an overall payout of 179% of target.
Performance Share Measurement For 2025
| | 2023 | 2024 | 2025 | | | | 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 | 59.3% | 19.4% | 27.0% | 35.2% | 200% | | Average Underwriting Expense Ratio Rank(1) | 30.8% | 32.4% | 31.3% | 31.5% Rank 9 of 14 | 117% | | Payout | | | | | 179% |
Performance Share Measurement For 2025
(1)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, one of the original members of the performance share peer group for this award was removed from the peer group because of a corporate transaction 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 30.1%, 31.1% and 30.5% for the fiscal years ended December 31, 2023, 2024 and 2025, 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, housing allowances, other housing-related benefits and travel expenses to executive physicals, that are generally 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 generally do not pay tax gross-ups on perquisites for our named executive officers and, instead, named executive officers pay imputed income tax on the value of these benefits. However, in order to recognize the additional expenses incurred when an employee is required to work in a tax jurisdiction other than their primary work jurisdiction, we provide tax reimbursements for, or directly pay, all employees for the additional taxes incurred when required to work in a jurisdiction other their primary work jurisdiction. In addition, the housing allowances for Messrs. O’Donnell and Qutub include a partial reimbursement for additional taxes incurred with respect to their housing allowances as a result of the application of the foreign income tax exclusion and stacking rules under the Internal Revenue Code. The reimbursement is intended to place Mr. O’Donnell and Mr. Qutub in the same tax position they would have been placed absent the impact of the stacking rules under the Internal Revenue Code. 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 U.S. 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
Performance Share Measurement For 2025
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 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, 2025, all of our named executive officers had satisfied their 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, 2025. 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, 2025. 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 ($) | | Kevin J. O’Donnell President and Chief Executive Officer | 2025 | 1,270,000 | — | 5,014,732 | 5,118,750 | 1,548,359 | 12,951,841 | | | 2024 | 1,180,000 | — | 5,014,654 | 4,672,800 | 799,892 | 11,667,346 | | | 2023 | 1,180,000 | — | 17,014,841 | 4,832,100 | 649,309 | 23,676,250 | | Robert Qutub Executive Vice President and Chief Financial Officer | 2025 | 768,750 | — | 1,687,102 | 2,100,000 | 759,229 | 5,315,081 | | | 2024 | 675,000 | — | 1,687,186 | 1,782,000 | 692,177 | 4,836,363 | | | 2023 | 668,750 | — | 2,774,459 | 1,842,750 | 643,341 | 5,929,300 | | Ross A. Curtis Executive Vice President and Chief Portfolio Officer | 2025 | 762,500 | — | 1,812,090 | 2,034,375 | 429,893 | 5,038,858 | | | 2024 | 725,000 | — | 1,812,262 | 1,914,000 | 207,712 | 4,658,974 | | | 2023 | 725,000 | — | 2,962,111 | 1,979,250 | 375,025 | 6,041,386 | | David Marra Executive Vice President and Group Chief Underwriting Officer | 2025 | 900,000 | — | 2,249,786 | 2,362,500 | 309,846 | 5,822,132 | | | 2024 | 733,333 | — | 1,749,724 | 2,376,000 | 257,893 | 5,116,950 | | | 2023 | 693,750 | — | 2,099,432 | 1,911,000 | 87,267 | 4,791,449 | | Shannon L. Bender Executive Vice President, Group General Counsel and Corporate Secretary | 2025 | 600,000 | — | 1,349,682 | 1,575,000 | 543,276 | 4,067,958 | | | 2024 | 600,000 | — | 1,049,746 | 1,584,000 | 408,234 | 3,641,980 | | | 2023 | 545,833 | — | 1,749,755 | 1,638,000 | 416,170 | 4,349,758 |
Cynthia Trudell
| Year(1) | Summary Compensation Table Total for PEO ($)(2)(7) | Compensation Actually Paid to PEO ($)(3)(7) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($)(2)(7) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($)(3)(7) | 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) | | | | 2025 | 12,951,841 | 25,333,079 | 5,061,007 | 7,443,564 | 176.40 | 221.66 | 2,646,959 | 27.0% | | 2024 | 11,667,346 | 27,853,267 | 4,563,567 | 7,455,791 | 155.11 | 203.42 | 1,834,985 | 19.4% | | 2023 | 23,676,250 | 30,196,291 | 4,913,513 | 6,003,582 | 121.41 | 152.29 | 3,620,127 | 59.3% | | 2022 | 10,232,091 | 10,187,500 | 3,383,118 | 3,584,853 | 113.23 | 137.26 | (1,159,816) | (19.7)% | | 2021 | 8,943,295 | 8,244,950 | 2,967,335 | 2,788,168 | 103.07 | 119.57 | (103,440) | (3.5)% |

DEF 14A of Renaissancere Holdings LTD

Securities Exchange Act of 1934 (Amendment No. )

Shannon Lowry Bender

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