DEF 14A of Renaissancere Holdings LTD, Mar 26, 2024

DEF 14A of Renaissancere Holdings LTD

Filed Mar 26, 2024 · FY20230001140361-24-015284

Open on EDGAR

  1. Our Board

    Our Board We have been intentional in building not only an exceptional leadership team to lead our Company, but also a highly skilled, diverse and independent Board to oversee our strategy and long-term shareholder value creation. The diverse skills, viewpoints, experience, knowledge and abilities of our directors have been invaluable as RenaissanceRe has diversified and expanded globally. During the acquisition of Validus, these skills were instrumental as the Board provided advice and strategic oversight that was complementary to management throughout the transaction. The Board culture is one that encourages substantive, open dialogue among directors and management, and the Board remains focused on providing independent oversight as management continues to execute on our next phase of growth.

  2. Skills and Experience of Our Nominees and Continuing Directors

    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, below.

  3. Skills and Experience of Our Nominees and Continuing Directors

    | Alignment of Director and Director Nominee Skills and Strategy | | | | | | | | RenaissanceRe is a global provider of reinsurance and insurance. Our mission is to match desirable risk with efficient capital to achieve our vision of being the best underwriter. We believe that this will allow us to produce superior returns for our shareholders over the long term, and to enable our purpose of protecting communities and enabling prosperity. Our strategy focuses on operating as an integrated system of three competitive advantages: superior risk selection, superior customer relationships and superior capital management. | | | | | | | | Our Governance and Human Capital Committee has determined that our directors and director nominees possesses the appropriate skills and experience 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: | | | | | | | | | | | | | | | | Executive Management | Insurance/ Reinsurance Operations | Financial & Audit | Underwriting | Strategic Transactions | Sustainability | Data Analytics/ Digital | | | | | | | | | | Risk/Compliance/ Regulation | Investments/ Asset Management | International | Actuarial | Public Company CEO | Talent/Human Capital | Technology/ Cybersecurity |

  4. Director Nominees

    Director Nominees

  5. Class II Directors (whose terms, if elected, expire in 2027)

    Class II Directors (whose terms, if elected, expire in 2027)

  6. Class II Directors (whose terms, if elected, expire in 2027)

    | Age: 61 Director Since: 2013 Committees: Investment and Risk Management (Chair), Transaction, Offerings Other Public Company Boards • None | Brian G. J. Gray INDEPENDENT | | | Background and Qualifications From 2008 until his retirement in 2012, Mr. Gray served as Group Chief Underwriting Officer of Swiss Reinsurance Company Ltd. (“Swiss Re”) and was a member of Swiss Re’s Group Executive Committee. From 2005 through 2008, he was a member of the Group Executive Board, responsible for underwriting Property and Specialty Product Lines on a global basis for Swiss Re. Mr. Gray joined Swiss Re in Canada (“Swiss Re Canada”) in 1985, and served in a variety of roles, including as President and Chief Executive Officer of Swiss Re Canada from 2001 to 2005 and Senior Vice President of Swiss Re Canada from 1997 to 2001. |

  7. Class II Directors (whose terms, if elected, expire in 2027)

    | Age: 67 Director Since: 2017 Committees: Investment and Risk Management Other Public Company Boards • Citigroup Inc. (2013 to present) | Duncan P. Hennes INDEPENDENT | | | 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. |

  8. Class II Directors (whose terms, if elected, expire in 2027)

    | Age: 57 Director Since: 2013 Committees: Transaction (Chair), Offerings (Chair) Other Public Company Boards • None | Kevin J. O’Donnell CHIEF EXECUTIVE OFFICER | | | 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 has also served as the Chair of ClimateWise since 2022, and 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. |

  9. Continuing Directors

    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.

  10. Class III Directors (whose terms expire in 2025)

    Class III Directors (whose terms expire in 2025)

  11. Class III Directors (whose terms expire in 2025)

    | Age: 65 Director Since: 2006 Committees: Governance and Human Capital (Chair) Other Public Company Boards • None | Henry Klehm III INDEPENDENT | | | Background and Qualifications Mr. Klehm has been a partner at the law firm Jones Day since 2008 and has been the Practice Leader of the firm’s Securities Litigation and SEC Enforcement Practice since January 2017. From 2002 to 2007, Mr. Klehm served as Global Head of Compliance for Deutsche Bank, AG. Prior to joining Deutsche Bank, AG, Mr. Klehm served as Chief Regulatory Officer and Deputy General Counsel at Prudential Financial from 1999 to 2002. Prior to joining Prudential Financial, Mr. Klehm served in various positions with the U.S. Securities and Exchange Commission (the “Commission” or the “SEC”), including as Senior Associate Director of the Northeast Regional Office. |

  12. Class III Directors (whose terms expire in 2025)

    | Age: 66 Director Since: 2017 Committees: Audit Other Public Company Boards • London Stock Exchange Group, plc (2017 to present) | Valerie Rahmani INDEPENDENT | | | 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. |

  13. Class III Directors (whose terms expire in 2025)

    | Age: 57 Director Since: 2016 Committees: Audit (Chair) Other Public Company Boards • Alliant Energy Corporation (2005 to present) • First Business Financial Services, Inc. (2016 to present) | Carol P. Sanders INDEPENDENT | | | 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, as a member of the board of directors of First Business Financial Services, Inc., a registered bank holding company, where she serves as Chair of the Audit Committee and as a member of the Compensation Committee, and a member of the board of directors of GuideOne Insurance Group, a mutual insurance company. |

  14. Class III Directors (whose terms expire in 2025)

    | Age: 70 Director Since: 2019 Committees: Governance and Human Capital Other Public Company Boards • Canadian Tire Corporation (2019 to present) | Cynthia Trudell INDEPENDENT | | | Background and Qualifications 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. |

  15. Class I Directors (whose terms expire in 2026)

    Class I Directors (whose terms expire in 2026)

  16. Class I Directors (whose terms expire in 2026)

    | Age: 69 Director Since: 2008 Committees: Governance and Human Capital Other Public Company Boards • None | David C. Bushnell INDEPENDENT | | | Background and Qualifications Mr. Bushnell has served as the principal of Bushnell Consulting, a financial services consulting firm, since 2008. Mr. Bushnell retired from Citigroup Inc. in 2007, after 22 years of service. Mr. Bushnell served as the Senior Risk Officer of Citigroup from 2003 through 2007 and retired as Chief Administrative Officer in 2007. Following his retirement from Citigroup, Mr. Bushnell served as a consultant to Citigroup until December 31, 2008. Previously, Mr. Bushnell worked for Salomon Smith Barney Inc. (later acquired by Citigroup) and its predecessors in a variety of positions, including as a managing director and Chief Risk Officer. In addition to his board service on Cordia Bancorp Inc. (“Cordia”), a public bank holding company, from 2011 to 2016, Mr. Bushnell served as Chief Risk Officer of Cordia and its wholly owned subsidiary, Bank of Virginia, from 2011 until Cordia was acquired in September 2016. |

  17. Class I Directors (whose terms expire in 2026)

    | Age: 60 Director Since: 2008 Committees: Transaction, Offerings Other Public Company Boards • None | James L. Gibbons INDEPENDENT NON-EXECUTIVE CHAIR OF THE BOARD | | | Background and Qualifications Mr. Gibbons, a Bermudian citizen, is Executive Chairman of Harbour International Trust Company Limited and the Treasurer, a Director and member of the Executive Committee of Edmund Gibbons Limited (“EGL”). Mr. Gibbons also serves as a Director and member of the Risk Committee of Clarien Bank Limited (“Clarien”), an international financial company. He was also Non-Executive President of Bermuda Air Conditioning Limited (“BACL”) through March 2019 and currently serves as a Director of BACL. Mr. Gibbons served as Chair of Capital G Bank Limited from 1999 to 2013 and as President and Chief Executive Officer of Capital G Limited from 1999 to 2010, prior to the change of name to Clarien from Capital G in 2014. |

  18. Class I Directors (whose terms expire in 2026)

    | Age: 64 Director Since: 2022 Committees: Audit Other Public Company Boards • None | Shyam Gidumal INDEPENDENT | | | Background and Qualifications 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. From February 2020 to November 2021, he served as the President and Chief Operating Officer of WeWork Inc. From March 2011 to June 2019, Mr. Gidumal served as a Principal at Ernst & Young Global Limited, where he led the Consumer Products and Retail segment. Over his career he has held several executive roles, including at Worldcom (Asia), Acterna, Armstrong Furniture, and The Boston Consulting Group. Mr. Gidumal has been a Member of the Board of Directors of the National Multiple Sclerosis Society since 2014. |

  19. Class I Directors (whose terms expire in 2026)

    | Age: 62 Director Since: 2023 Committees: Investment and Risk Management, Transaction, Offerings Other Public Company Boards • None | Torsten Jeworrek INDEPENDENT | | | 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. |

  20. Class I Directors (whose terms expire in 2026)

    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.

  21. Director and Director Nominee Independence

    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 and Jeworrek, Mses. Sanders and Trudell and Messrs. Bushnell, Gibbons, Gidumal, Gray, Hennes 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., formerly Colonial Group International (“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 approximately $75,500 in 2023. 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 million or 2% of EGL’s or BACL’s consolidated gross revenues.

  22. 2023 Director Compensation Table

    2023 Director Compensation Table The following table sets forth information concerning compensation paid to each director who served on the Board during 2023, other than Mr. O’Donnell, whose compensation as our President and Chief Executive Officer is set forth under “2023 Summary Compensation Table” below:

  23. 2023 Director Compensation Table

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Total ($) | | David C. Bushnell | 125,000 | 164,847 | 289,847 | | James L. Gibbons | 190,000 | 314,926 | 504,926 | | Shyam Gidumal | 125,000 | 164,847 | 289,847 | | Brian G. J. Gray | 160,000 | 164,847 | 324,847 | | Duncan P. Hennes | 125,000 | 164,847 | 289,847 | | Torsten Jeworrek | 93,750 | 164,837 | 258,587 | | Henry Klehm III | 160,000 | 164,847 | 324,847 | | Valerie Rahmani | 125,000 | 164,847 | 289,847 | | Carol P. Sanders | 160,000 | 164,847 | 324,847 | | Anthony M. Santomero | 80,000 | 164,847 | 244,847 | | Cynthia Trudell | 125,000 | 164,847 | 289,847 |

  24. 2023 Director Compensation Table

    | (1) Amounts shown reflect the annual retainer and annual committee chair retainers, described below, with the retainers paid to Dr. Jeworrek and Mr. Santomero pro-rated for their service on the Board during 2023. |

  25. 2023 Director Compensation Table

    | (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 2023, 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 2023 Form 10-K. These values do not represent the actual value the recipient will or has received from the award. On March 1, 2023, each of Messrs. Bushnell, Gray, Gidumal, Hennes, Klehm and Santomero, Mses. Sanders and Trudell, and Dr. Rahmani were awarded 759 restricted shares and Mr. Gibbons was awarded 1,450 restricted shares. On May 9, 2023, Dr. Jeworrek was awarded 783 restricted shares. All of the restricted shares awarded to our non-employee directors in 2023 are scheduled to vest in three substantially equal annual installments beginning on March 1, 2024, subject to the director’s continued service through the applicable vesting date. The aggregate number of restricted shares outstanding as of December 31, 2023 for each director who served on the Board during 2023 was as follows: Mr. Gibbons: 3,473 restricted shares; Messrs. Bushnell, Gray, Hennes and Klehm and Mses. Sanders and Trudell, and Dr. Rahmani: 1,787 restricted shares each; Mr. Gidumal: 1,453 restricted shares; Dr. Jeworrek: 783 restricted shares: and Mr. Santomero: 0 restricted shares. In connection with Mr. Santomero’s retirement from the Board on May 9, 2023, all of his outstanding stock awards accelerated vesting in accordance with the terms of his award agreements. |

  26. Director Compensation Program

    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. In connection with its annual 2023 review, the Governance and Human Capital Committee determined to increase certain elements of non-executive director compensation, as described below, to maintain the Company’s competitive positioning relative to peers and the general market for directors. Annual Cash Retainers. During 2023, each of our non-employee directors other than the Non-Executive Chair of the Board received an annual cash retainer of $125,000, increased from $110,000 in 2022. 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 2022. 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 2023, 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 was increased by $10,000 from the 2022 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 (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.

  27. Link Between Pay and Performance for 2023

    | (1) Operating return on average common equity is a non-GAAP financial measure used in our annual incentive bonus program. A reconciliation of non-GAAP financial measures is included in “Appendix A.” |

  28. Link Between Pay and Performance for 2023

    | (2) The calculation of these metrics is described in more detail in “2023 Performance Share Metrics” below. |

  29. Executive Compensation Best Practices

    | | | | | 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 |

  30. Roles and Responsibilities

    | 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 2023, the Governance and Human Capital Committee renewed its engagement of Mercer, a wholly owned subsidiary of Marsh & McLennan Companies, Inc. (“Marsh McLennan”) as its independent compensation consultant • No member of management or the Governance and Human Capital Committee has any contractual or pecuniary arrangement with Mercer • During 2023, Mercer performed compensation advisory services on behalf of the Governance and Human Capital Committee. We incurred fees in 2023 in respect of these engagements totaling approximately $586,000. The Governance and Human Capital Committee approved fees for all compensation advisory services • Other subsidiaries of Marsh McLennan acted as a broker or agent with respect to 33% of our gross premiums written and 28.2% of ceded written premiums in 2023, and provided $15,000 of investment consulting 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 |

  31. Peer Group

    Peer Group

  32. Peer Selection

    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 set and analyze our executive compensation program and levels. It is composed of companies with significant reinsurance 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:

  33. Key Criteria When Identifying Peer Group Companies

    Key Criteria When Identifying Peer Group Companies

  34. 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. | | 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 include some companies with higher revenues because they are our primary competitors for both business and executive talent and the number of similarly sized competitors continues to shrink due to industry consolidation. • 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 mitigate against the risk that the competitive analysis being unduly influenced by the larger companies. | | 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. | | Consistency from year-to-year | • We seek to maintain consistency in the peer group from year-to-year, to the extent appropriate to support long-term alignment of goal measurement. |

  35. Key Criteria When Identifying Peer Group Companies

    In February 2023, in consultation with Mercer, the Governance and Human Capital Committee conducted its regular review and assessment of our existing peer group, including consideration of new peers that align with our peer selection criteria, particularly as the Company continues to grow. Following this review, the Governance and Human Capital Committee determined the composition of our compensation peer group for 2023. Alleghany Corporation was removed following its acquisition by Berkshire Hathaway Inc. in 2022, and American Financial Group, Enstar Group Limited, The Hanover Insurance Group, Inc., and Selective Insurance Group, Inc. were added as it was determined that they aligned with the Company’s selection criteria, in particular due to their size, position in the industry, and general peer alignment and overlap. The following twelve companies comprised our compensation peer group for 2023:

  36. Key Criteria When Identifying Peer Group Companies

    | 2023 Compensation Peer Group | | | Overlap with Selected Peers 75% of the companies in our compensation peer group that disclosed a peer group for compensation purposes in their 2023 proxy statements also listed us as a peer. | | • American Financial Group, Inc. • Arch Capital Group Ltd. • Argo Group International Holdings, Ltd.(1) • Axis Capital Holdings Limited | • Enstar Group Limited • Everest Group, Ltd. • Greenlight Capital Re, Ltd. • The Hanover Insurance Group, Inc. • Markel Group Inc. | • Selective Insurance Group, Inc. • SiriusPoint Ltd. • W. R. Berkley Corporation | |

  37. Key Criteria When Identifying Peer Group Companies

    | (1) On November 16, 2023, Brookfield Reinsurance Ltd. completed its previously announced acquisition of Argo Group International Holdings, Ltd. Argo Group International Holdings, Ltd. was included in our peer group for compensation decisions made prior to the acquisition. |

  38. Key Criteria When Identifying Peer Group Companies

    Due to industry consolidation, the number of standalone publicly traded companies that meet the above criteria has decreased over the past several years. Nevertheless, we believe this is still 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 other 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 annual incentive bonuses and performance shares.

  39. Annual Incentive Bonus

    Annual Incentive Bonus Our annual incentive bonus contributes to the alignment of compensation and corporate performance for our named executive officers and other employees. Amounts are earned based on our attainment of both financial measures and quantitative and qualitative strategic and operating accomplishments, representing a form of variable pay. The Governance and Human Capital Committee and management believe that quantitative results should be the primary, but not the sole, measure of executive performance. This is because our business is subject to significant volatility over the short- and intermediate-term due to our exposure to catastrophic events, which makes it difficult to evaluate performance purely on a quantitative basis. This mix of qualitative and quantitative objectives is chosen to encourage underwriting discipline and to discourage excessive or inappropriate risk taking. The objectives also emphasize the investment of time and resources in projects to increase scalability and efficiency that will benefit shareholders over the long term. When considered together with the other components of our program that utilize different performance metrics and time frames, we believe this mix 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.

  40. Annual Incentive Bonus Mechanics

    Annual Incentive Bonus Mechanics At the beginning of each year, in connection with its annual compensation review, the Governance and Human Capital Committee determines a target level for each named executive officer’s annual incentive bonus. At the same time, the Governance and Human Capital Committee selects and approves the financial performance metrics and strategic accomplishments 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 accomplishments 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 all 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.

  41. 2023 Annual Incentive Bonus Determinations

    2023 Annual Incentive Bonus Determinations The target levels, as a percentage of base salary, for Messrs. O’Donnell, Qutub, Curtis and Branagan’s 2023 annual incentive bonuses were the same as the 2022 levels. Mr. Marra’s and Ms. Bender’s targets were increased to reflect their increased responsibilities and promotions, and to bring their target levels in line with the other members of the management governance committee as well as the competitive market.

  42. 2023 Annual Incentive Bonus Determinations

    | Name | 2022 Target (% of Salary) | 2023 Target (% of Salary) | | Kevin J. O’Donnell | 225% | 225% | | Robert Qutub | 150% | 150% | | Ross A. Curtis | 150% | 150% | | David Marra | 100% | 150% | | Shannon L. Bender | 90% | 150% | | Ian D. Branagan | 150% | 150% |

  43. 2023 Annual Incentive Bonus Determinations

    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.

  44. Performance Metrics

    Performance Metrics For 2023, the Governance and Human Capital Committee approved a mix of financial performance metrics and strategic accomplishments in its annual incentive bonus determinations, as set forth below. The Governance and Human Capital Committee believes that each financial performance metric represents an important measure of the financial success of our business, and, together with the strategic accomplishments, 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 2023 are set forth below. The financial performance metrics were the same as those used in the 2022 program.

  45. Performance Metrics

    | We believe that the targets for our 2023 financial performance metrics illustrate our rigorous goal setting. | | • Relative performance metrics – combined ratio rank versus peers (16.7%) and ratio of operating return on average common equity to peer median (33.3%) – target outperformance against our peers. | | • Absolute performance metric – ratio of actual gross written premiums to budget (16.7%) – increased the targeted gross premiums written by approximately 7% to reflect anticipated growth in 2023. This was in addition to the 13% increase in the target in 2022 and the 29% increase in the target in 2021. In each of these years, we surpassed the growth targets while maintaining our strategy and strict underwriting discipline. |

  46. Performance Metrics

    Our achievements against the strategic accomplishments (33.3%) approved by the Board for 2023 included: To determine relative operating return on average common equity and combined ratio rank relative to our peers for purposes of determining the payout of our annual incentive bonus for 2023, the Governance and Human Capital Committee, in consultation with Mercer and management, selected an expanded group of peers that included nine of the companies in our compensation peer group, plus eight additional companies. Subsequent to selecting the annual incentive bonus peer group, Argo Group International Holdings, Ltd. was acquired in 2023 and was removed from the annual incentive bonus peer group, and the Governance and Human Capital Committee determined that data for five of the European peers would not be available due to accounting changes relating to the timing of recognition of contracts under International Financial Reporting Standard 17, Insurance Contracts (“IFRS 17”) rather than on a GAAP basis, and those five were removed from the peer group. The following 11 companies comprised our annual incentive bonus peer group for 2023:

  47. Performance Metrics

    | 2023 Annual Incentive Bonus Peer Group | | | | • Arch Capital Group Ltd. • Axis Capital Holdings Limited • Everest Group, Ltd. • Global Indemnity Group, LLC | • Greenlight Capital Re, Ltd. • James River Group Holdings, Ltd. • Markel Group Inc. • Selective Insurance Group, Inc. | • Swiss Re Ltd • SiriusPoint Ltd. • W. R. Berkley Corporation |

  48. Performance Metrics

    Full details of the specific targets, thresholds and maximums for each metric, as well as the actual results for 2023, 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.

  49. Performance Metrics

    | (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. |

  50. Performance Metrics

    | (2) To calculate, we compared our performance to our annual incentive bonus peer group for 2023, which is described above. |

  51. Performance Metrics

    | (3) Operating return on average common equity is a non-GAAP financial measure. A reconciliation of non-GAAP financial measures is included in “Appendix A” to this proxy statement. |

  52. Performance Metrics

    | (4) 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 accomplishments, resulting in a score between 0 and 3.0, which translates to a specific payout on the pre-established payout schedule. |

  53. 2023 Payout Determination

    2023 Payout Determination In February 2024, the Governance and Human Capital Committee reviewed the Company’s performance for the 2023 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 strategic accomplishments, the Governance and Human Capital Committee reviews detailed information provided by management regarding progress on each of the various pre-established goals 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 2023,” the Company performed very well against the pre-established strategic accomplishments for the annual incentive bonuses for 2023. Based on our actual performance achievements, the Governance and Human Capital Committee established an overall business performance factor of 182% of target for 2023 (in accordance with the formula described above) and determined that the actual annual incentive bonus for 2023 for each named executive officer would be equal to our business performance factor of 182%, multiplied by his target bonus amount. The target and actual annual incentive bonuses for 2023 for each of our named executive officers, as determined by the Governance and Human Capital Committee, are set forth in the table below:

  54. 2023 Payout Determination

    | Name | Base Salary ($) | Target 2023 Bonus as a Percent of Base Salary (%) | Target 2023 Bonus ($) | Actual 2023 Bonus ($) | | Kevin J. O’Donnell | 1,180,000 | 225% | 2,655,000 | 4,832,100 | | Robert Qutub | 675,000 | 150% | 1,012,500 | 1,842,750 | | Ross A. Curtis | 725,000 | 150% | 1,087,500 | 1,979,250 | | David Marra | 700,000 | 150% | 1,050,000 | 1,911,000 | | Shannon L. Bender | 600,000 | 150% | 900,000 | 1,638,000 | | Ian D. Branagan(1) | 655,647 | 150% | 983,470 | — |

  55. 2023 Payout Determination

    | (1) Mr. Branagan departed the Company effective September 1, 2023 and therefore did not receive payment of his 2023 bonus. His separation payments are discussed below under “Potential Payments Upon Termination or Change in Control.” His salary was converted into U.S. dollars at the exchange rate of 1.27 as of December 31, 2023. |

  56. Long-Term Incentives

    Long-Term Incentives

  57. Long-Term Incentives

    | Performance shares made up 50% of the annual long-term incentive awards for named executive officers that received performance shares in March 2023 and 100% of the performance recognition awards for named executive officers in November 2023 | 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. |

  58. Long-Term Incentive Award Mechanics

    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. The annual grants have historically had an effective date of March 1 of each year. 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. 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.

  59. 2023 Long-Term Incentive Award Determinations

    2023 Long-Term Incentive Award Determinations

  60. 2023 Grants of Annual Equity Awards

    2023 Grants of Annual Equity Awards In 2023, 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 2023 were based on the named executive officers’ responsibilities, performance and contributions during the previous year. The total target value of Mr. O’Donnell’s award was consistent with the prior year, and Mr. Marra’s total target value decreased slightly from 2022. The total target values of the awards for other named executive officers increased from the prior year to reflect their strong execution of our strategy and our success against our previously established goals. For Ms. Bender, her target value was also increased to bring her target levels in line with the other members of the management governance committee and to reflect her increased responsibilities following her promotion. In addition, consistent with other members of the management governance committee, Mr. Marra and Ms. Bender received 50% of their awards in the form of performance shares. Their previous annual awards were time-vested restricted shares only. The majority of the increases in total direct compensation in 2023 were delivered through these long-term incentive awards, reflecting our desire to align our executives with the long-term interests of our shareholders and incentivize multi-year retention. The annual long-term incentive awards granted to our named executive officers in 2023 are set forth in the following table:

  61. 2023 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 | 2,507,459 | 2,507,459 | 5,014,918 | | Robert Qutub | 1,012,323 | 1,012,323 | 2,024,646 | | Ross A. Curtis | 1,106,149 | 1,106,149 | 2,212,298 | | David Marra | 674,809 | 674,809 | 1,349,618 | | Shannon L. Bender | 499,971 | 499,971 | 999,942 | | Ian D. Branagan | 977,789 | 977,789 | 1,955,578 |

  62. 2023 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. |

  63. 2023 Performance Share Metrics

    2023 Performance Share Metrics In 2023, the Governance and Human Capital Committee granted annual performance share awards with the same terms and metrics as the awards it granted in 2022, which include a three-year performance period and two performance metrics. The Governance and Human Capital Committee believes these terms and metrics continue to align with the Company’s current business, risk and investment portfolios.

  64. 2023 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. | |

  65. 2023 Performance Share Metrics

    In addition, consistent with the 2022 performance share awards, the maximum payout for the 2023 performance share awards is 200% for all named executive officers. The performance metrics and corresponding vesting levels for the 2023 performance share awards are set forth in the following table:

  66. 2023 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% | 100% | 10 | 100% | | Maximum | 14% | 200% | 18 | 200% |

  67. 2023 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 2023, the Governance and Human Capital Committee, in consultation with Mercer and management, selected an expanded group of peers that included nine of the companies in our compensation peer group, plus eight additional companies. The following 17 companies comprised our performance share peer group for 2023 awards:

  68. 2023 Performance Share Metrics

    | 2023 Performance Share Peer Group | | | | | • Arch Capital Group Ltd. • Argo Group International Holdings, Ltd.(1) • Axis Capital Holdings Limited • Beazley PLC | • Everest Group, Ltd. • Global Indemnity Group LLC • Greenlight Capital Re, Ltd. • Hiscox Ltd • James River Group Holdings, Ltd. | • Lancashire Holdings Limited • Markel Group Inc. • Munich Re • SCOR SE • Selective Insurance Group, Inc. | • SiriusPoint Ltd. • Swiss Re Ltd • W. R. Berkley Corporation |

  69. 2023 Performance Share Metrics

    | (1) On November 16, 2023, Brookfield Reinsurance Ltd. completed its previously announced acquisition of Argo Group International Holdings, Ltd. Argo Group International Holdings, Ltd. was included in our peer group for performance share awards made prior to the acquisition, and was removed from the performance share peer group in accordance with the terms of the award agreements following its acquisition. |

  70. Performance Share Measurement For 2023

    Performance Share Measurement For 2023 In February 2024, 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 2021 to 2023 performance cycle, for purposes of determining the vesting amount for the performance shares granted to the named executive officers in 2021. The following table illustrates actual performance achieved and shares earned for performance shares granted in 2021 across the three-year performance cycle, which resulted in an overall payout of 190% of target.

  71. Performance Share Measurement For 2023

    | | 2021 | 2022 | 2023 | | | | Performance Metric | Performance Achieved | Performance Achieved | Performance Achieved | Three-Year Average | % of Target Achieved | | Average Change in Book Value per Common Share plus Change in Accumulated Dividends(1) | 3.5% | 3.5% | 59.3% | 22.1% | 200% | | Average Underwriting Expense Ratio Rank(2) | 28.3% | 29.9% | 30.8% | 29.6% Rank 11 of 13 | 160% | | Payout | | | | | 190% |

  72. Performance Share Measurement For 2023

    | (1) In accordance with the terms of the award agreements, because industry-wide losses during the 2021 and 2022 performance years were greater than $10 billion and change in book value per common share plus change in accumulated dividends for each of those performance years was below the set threshold, the book value per common share plus change in accumulated dividends achievement level for 2021 and 2022 was set at the threshold achievement level of 3.5%. Book value per common share plus change in accumulated dividends was (3.5)%, (19.7)% and 59.3% for the fiscal years ended December 31, 2021, 2022 and 2023, respectively. |

  73. Performance Share Measurement For 2023

    | (2) Underwriting expense ratio for the Company’s performance peer group was compiled from S&P Capital IQ. In accordance with the terms of the award agreement, three of the original members of the performance share peer group for this award were removed from the peer group because of mergers or acquisitions during the performance period and three European peers were removed because data was not available due to IFRS 17 accounting changes. Because not all of the companies in the performance peer group report underwriting expense ratio or report financial results on a GAAP basis, the three-year average underwriting expense ratio for the Company was calculated on an adjusted basis to allow for comparability with the performance peer group. Based on the S&P Capital IQ data, expense ratios for members of the performance peer group include amortization, stock-based compensation and certain other corporate and operating expenses as defined by S&P Capital IQ that are not included in expense ratios presented on a GAAP basis. To align with the methodology used by S&P Capital IQ, corporate expenses included in the expense ratio calculation were: certain executive, director, legal and consulting expenses; costs for research and development; impairment charges related to goodwill and other intangible assets; and other miscellaneous costs, including those associated with operating as a public company. Our reported underwriting expense ratios were 27.5%, 29.2% and 30.1% for the fiscal years ended December 31, 2021, 2022 and 2023, respectively. |

  74. Rationale and Considerations for Granting Chief Executive Officer Performance Recognition Awards

    | • | Incentivize significant outperformance and drive the Company’s strategic direction and value creation over the long-term, with performance goals that are rigorous and tied to long-term interests of shareholders; |

  75. Rationale and Considerations for Granting Chief Executive Officer Performance Recognition Awards

    | • | Support leadership continuity through the critical integration of Validus, marking a pivotal point in the Company’s long-term growth strategy; and |

  76. Chief Executive Officer Performance Recognition Award Structure

    | • | Target: Uses higher thresholds and targets than our annual performance share awards to make the award more challenging to achieve. Further, threshold and target are harder to achieve because of the inherent volatility of the reinsurance industry and the longer performance period. |

  77. Chief Executive Officer Performance Recognition Award Structure

    | • | Time Horizon: Performance shares vest over a four-year performance period ending December 31, 2026, rather than the three-year performance period of our annual performance share awards. Restricted shares vest over a five-year performance period, with 50% eligible for vesting on November 15, 2027 and the remaining 50% eligible for vesting on November 15, 2028. These time horizons align with the anticipated Validus integration period and encourage retention over the relevant reinsurance cycle and strategic plan period. |

  78. Chief Executive Officer Performance Recognition Award Structure

    | • | Performance Evaluation: Vesting depends on achievement of management-related performance goals tied to the Board’s evaluation of Mr. O’Donnell’s successful execution of certain key performance objectives, including: |

  79. Chief Executive Officer Performance Recognition Award Structure

    | ○ | Leading the Company as we bring together two businesses and accelerate our long-term strategy; and |

  80. Chief Executive Officer Performance Recognition Award Structure

    | ○ | Developing talent, including new Validus employees, and long-term succession planning. |

  81. Vesting of 60% of Chief Executive Officer Award Tied to Tangible Book Value Per Common Share plus Change in Accumulated Dividends

    Vesting of 60% of Chief Executive Officer Award Tied to Tangible Book Value Per Common Share plus Change in Accumulated Dividends 60% of the Chief Executive Officer performance recognition award was made in the form of performance shares, with vesting tied to the Company’s average change in tangible book value per share plus change in accumulated dividends over a four-year performance period (January 1, 2023 to December 31, 2026), with the potential to earn between 0% and 200% of the target number of shares based on performance against the pre-established performance goals, as shown in the table below. Because the award was granted with a particular focus on integrating Validus, the Governance and Human Capital Committee chose to assess performance based on tangible book value per share plus change in accumulated dividends rather than the book value per share metric used in the current program. The Governance and Human Capital Committee believes that this allows for a better evaluation of the success of integrating the acquisition, and better incentivizes organic growth. To incentivize stretch performance, the threshold and target goals require performance at higher standards compared to the Company’s annual performance share awards. In addition, the Governance and Human Capital Committee structured the award to have an extended four-year performance period, compared to the Company’s typical three-year performance period. The extended period requires sustained, stretch performance over a longer period of time that better aligns with the anticipated Validus integration period, and to encourage retention over the relevant reinsurance cycle and strategic plan period.

  82. Vesting of 60% of Chief Executive Officer Award Tied to Tangible Book Value Per Common Share plus Change in Accumulated Dividends

    | Performance Level | Average Growth in Tangible Book Value Per Share Plus Accumulated Dividends | Payout Percentage of Target | | Below Threshold | < 4.5% | 0% | | Threshold | 4.5% | 35% | | Target | 8% | 100% | | Maximum | 14% | 200% |

  83. Vesting of 40% of Chief Executive Officer Award Tied to Management-Related Objectives

    Vesting of 40% of Chief Executive Officer Award Tied to Management-Related Objectives The remaining 40% of Mr. O’Donnell’s performance recognition award was made in the form of restricted shares with vesting tied to Mr. O’Donnell’s execution of certain management-related performance objectives over a five-year performance period (November 7, 2023 to November 15, 2028). 50% of the award is eligible for vesting on November 15, 2027 and the remaining 50% is eligible for vesting on November 15, 2028, subject to vesting in the event of certain terminations of employment in accordance with the terms of Mr. O’Donnell’s employment agreement. Vesting is dependent on the achievement of the management-related performance objectives, which will be evaluated based on goals that are viewed as foundational for the long-term success of the business, including maximizing the potential value that the Validus acquisition brings to shareholders through successful integration, Mr. O’Donnell’s leadership in bringing together our two businesses and accelerating the Company’s long-term strategy, and Mr. O’Donnell’s development of talent, including new Validus employees, and long-term succession planning. The performance recognition awards granted to Mr. O’Donnell in 2023 are set forth in the following table:

  84. Vesting of 40% of Chief Executive Officer Award Tied to Management-Related Objectives

    | Name | Performance Shares(1) ($) | Restricted Shares ($) | Total Target Long- Term Equity-Based Incentive Award ($) | | Kevin J. O’Donnell | 7,199,954 | 4,799,969 | 11,999,923 |

  85. Vesting of 40% of Chief Executive Officer Award Tied to Management-Related Objectives

    | (1) The value of the performance shares is shown at target based on the closing price of our common shares on the date of grant. |

  86. Additional Performance Recognition Awards for Named Executive Officers

    | Name | Performance Shares(1) ($) | | Robert Qutub | 749,814 | | Ross A. Curtis | 749,814 | | David Marra | 749,814 | | Shannon L. Bender | 749,814 |

  87. Additional Performance Recognition Awards for Named Executive Officers

    | (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. |

  88. Change in Control and Post-Termination Payments

    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. On September 1, 2023, Mr. Branagan, our former Group Chief Risk Officer and Executive Vice President, departed the Company following a period of compassionate leave and became entitled to receive severance benefits for a termination without cause under the terms of his employment agreement. In connection with his termination, Mr. Branagan entered into a separation agreement with the Company under which he became eligible to receive contractual severance benefits under the terms of his pre-existing employment agreement, with certain of those contractual severance benefits previously having been pre-paid. The benefits payable upon a qualifying termination of employment or a change in control, as well as the benefits received by Mr. Branagan in connection with his 2023 separation, are described in detail under “Potential Payments Upon Termination or Change in Control” below.

  89. 2023 Summary Compensation Table

    2023 Summary Compensation Table The table below sets forth compensation for our named executive officers in fiscal years 2023 and, to the extent required by SEC disclosure rules, fiscal years 2022 and 2021. For certain of our continuing named executive officers, the total compensation reported for fiscal year 2023 increased as compared to fiscal years 2022 and 2021 partially due to the inclusion of the 2023 performance recognition awards, as described in the “Compensation Discussion and Analysis” section. In accordance with SEC disclosure rules, the value associated with the 2023 performance recognition awards is presented as fiscal year 2023 compensation and represents the full grant date fair value of the awards, even though such grants remain subject to vesting conditions and Mr. O’Donnell’s 2023 performance recognition awards are not scheduled to fully vest until November 15, 2028, and the 2023 performance recognition awards for the other continuing named executive officers are not scheduled to vest until December 31, 2026.

  90. 2023 Summary Compensation Table

    | 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 | 2023 | 1,180,000 | — | 17,014,841 | 4,832,100 | 620,312 | 23,647,253 | | | 2022 | 1,180,000 | — | 5,014,750 | 3,212,550 | 723,322 | 10,130,622 | | | 2021 | 1,160,000 | — | 4,674,712 | 2,309,850 | 764,212 | 8,908,774 | | Robert Qutub Executive Vice President and Chief Financial Officer | 2023 | 668,750 | — | 2,774,459 | 1,842,750 | 610,196 | 5,896,155 | | | 2022 | 650,000 | — | 1,624,832 | 1,179,750 | 530,932 | 3,985,514 | | | 2021 | 646,250 | — | 1,428,691 | 848,250 | 591,597 | 3,514,788 | | Ross A. Curtis Executive Vice President and Chief Portfolio Officer | 2023 | 725,000 | — | 2,962,111 | 1,979,250 | 360,086 | 6,026,447 | | | 2022 | 725,000 | — | 1,812,224 | 1,315,875 | 111,316 | 3,964,415 | | | 2021 | 712,500 | — | 1,518,453 | 946,125 | 259,878 | 3,436,956 | | David Marra(4) Executive Vice President and Group Chief Underwriting Officer | 2023 | 693,750 | — | 2,099,432 | 1,911,000 | 87,267 | 4,791,449 | | Shannon L. Bender(4) Executive Vice President, Group General Counsel and Corporate Secretary | 2023 | 545,833 | — | 1,749,755 | 1,638,000 | 404,039 | 4,337,627 | | Ian D. Branagan(5) Former Executive Vice President and Group Chief Risk Officer | 2023 | 427,072 | — | 1,955,578 | — | 1,073,022 | 3,455,672 | | | 2022 | 630,095 | — | 1,666,734 | 1,129,428 | 77,933 | 3,504,190 | | | 2021 | 671,744 | — | 1,464,140 | 870,072 | 76,774 | 3,082,730 |

  91. 2023 Summary Compensation Table

    | (1) The amounts shown in this column represent the aggregate grant date fair value of time-vested restricted shares and performance shares granted to our named executive officers in the applicable fiscal year, computed in accordance with FASB 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 2023 Form 10-K. These values do not represent the actual value the recipient will or has received from the award. The terms of our stock awards are discussed above under “Long-Term Incentives.” For performance shares granted in 2023, the grant date fair value is based on the probable outcome of the related performance share conditions at the time of grant, which reflects the target level of performance. The grant date fair value of performance share awards made in 2023 based on the maximum level of performance is as follows: Mr. O’Donnell: $19,414,826; Mr. Qutub: $3,524,274; Mr. Curtis: $3,711,926; Mr. Marra: $2,849,245; Ms. Bender: $2,499,569; and Mr. Branagan: $1,955,578. |

  92. 2023 Summary Compensation Table

    | (2) The amounts shown in this column represent the actual amounts of the annual incentive bonuses paid to each named executive officer for the applicable fiscal year. |

  93. 2023 Summary Compensation Table

    | (3) See the “2023 All Other Compensation Table” below for information on the amounts included in the “All Other Compensation” column for 2023. |

  94. 2023 Summary Compensation Table

    | (4) Beginning with the year ended December 31, 2023, Mr. Marra and Ms. Bender were each determined to be a named executive officer. Mr. Marra and Ms. Bender were not named executive officers for the fiscal year ended December 31, 2022 or December 31, 2021. Therefore, their compensation for such years has been excluded from the 2023 Summary Compensation Table in accordance with SEC disclosure rules. |

  95. 2023 Summary Compensation Table

    | (5) Mr. Branagan served as our Executive Vice President and Group Chief Risk Officer until September 1, 2023. Salary and All Other Compensation payments made to Mr. Branagan in pounds sterling have been converted into U.S. dollars at the average daily exchange rate of 1.24, 1.24 and 1.38 for the years ended December 31, 2023, 2022 and 2021, respectively. Non-Equity Incentive Plan Compensation for Mr. Branagan has been converted into U.S. dollars at the exchange rate of 1.21 and 1.35 on December 31, 2022 and 2021, respectively. |

  96. 2023 Grants of Plan-Based Awards Table

    2023 Grants of Plan-Based Awards Table The following table sets forth information concerning grants of plan-based awards to the named executive officers during the calendar year ended December 31, 2023.

  97. 2023 Grants of Plan-Based Awards Table

    | Name | Grant Date(1) | Approval Date(1) | Award Type | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3)(4) | | | All Other Stock Awards: Number of Shares of Stock or Units(4)(5) | Grant Date Fair Value of Stock and Option Awards(6) | | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | (#) | ($) | | Kevin J. O’Donnell | 3/1/2023 | 2/9/2023 | Performance Shares | | | | 4,040 | 11,545 | 23,090 | | 2,507,459 | | | 3/1/2023 | 2/9/2023 | Time-Vested Restricted Shares | | | | | | | 11,545 | 2,507,459 | | | 11/7/2023 | 11/7/2023 | Performance Shares | | | | 12,152 | 34,722 | 69,444 | | 7,199,954 | | | 11/7/2023 | 11/7/2023 | Restricted Shares | | | | | 23,148 | | | 4,799,969 | | | | | Annual Incentive Bonus | 1,039,875 | 2,655,000 | 5,310,000 | | | | | | | Robert Qutub | 3/1/2023 | 2/9/2023 | Performance Shares | | | | 1,631 | 4,661 | 9,322 | | 1,012,323 | | | 3/1/2023 | 2/9/2023 | Time-Vested Restricted Shares | | | | | | | 4,661 | 1,012,323 | | | 11/7/2023 | 11/7/2023 | Performance Shares | | | | 1,265 | 3,616 | 7,233 | | 749,814 | | | | | Annual Incentive Bonus | 396,563 | 1,012,500 | 2,025,000 | | | | | | | Ross A. Curtis | 3/1/2023 | 2/9/2023 | Performance Shares | | | | 1,782 | 5,093 | 10,186 | | 1,106,149 | | | 3/1/2023 | 2/9/2023 | Time-Vested Restricted Shares | | | | | | | 5,093 | 1,106,149 | | | 11/7/2023 | 11/7/2023 | Performance Shares | | | | 1,265 | 3,616 | 7,233 | | 749,814 | | | | | Annual Incentive Bonus | 425,938 | 1,087,500 | 2,175,000 | | | | | | | David Marra | 3/1/2023 | 2/9/2023 | Performance Shares | | | | 1,087 | 3,107 | 6,214 | | 674,809 | | | 3/1/2023 | 2/9/2023 | Time-Vested Restricted Shares | | | | | | | 3,107 | 674,809 | | | 11/7/2023 | 11/7/2023 | Performance Shares | | | | 1,265 | 3,616 | 7,233 | | 749,814 | | | | | Annual Incentive Bonus | 411,250 | 1,050,000 | 2,100,000 | | | | | | | Shannon L. Bender | 3/1/2023 | 2/9/2023 | Performance Shares | | | | 805 | 2,302 | 4,604 | | 499,971 | | | 3/1/2023 | 2/9/2023 | Time-Vested Restricted Shares | | | | | | | 2,302 | 499,971 | | | 11/7/2023 | 11/7/2023 | Performance Shares | | | | 1,265 | 3,616 | 7,233 | | 749,814 | | | | | Annual Incentive Bonus | 352,500 | 900,000 | 1,800,000 | | | | | | | Ian D. Branagan | 3/1/2023 | 2/9/2023 | Performance Shares | | | | 1,575 | 4,502 | 9,004 | | 977,789 | | | 3/1/2023 | 2/9/2023 | Time-Vested Restricted Shares | | | | | | | 4,502 | 977,789 | | | | | Annual Incentive Bonus(7) | 385,192 | 983,470 | 1,966,940 | | | | | |

  98. 2023 Grants of Plan-Based Awards Table

    | (1) On February 9, 2023, the Governance and Human Capital Committee approved annual long-term incentive awards for our named executive officers pursuant to the 2016 LTI Plan. In accordance with our practice, these equity-based awards were granted on March 1, 2023. |

  99. 2023 Grants of Plan-Based Awards Table

    | (2) The amounts reported in these columns represent estimated possible payouts of annual incentive bonuses in respect of 2023, assuming threshold achievement, target achievement and maximum achievement of the applicable performance metrics. These annual incentive bonuses |

  100. 2023 Grants of Plan-Based Awards Table

    were paid in March 2024 and the actual amounts paid to our continuing named executive officers are included in the 2023 Summary Compensation Table in the “Non-Equity Incentive Plan Compensation” column. Mr. Branagan departed the Company on September 1, 2023 and therefore did not receive payment of his 2023 bonus. His separation payments are discussed in detail below. See “Annual Incentive Bonus” above for a detailed description of our annual incentive bonus program.

  101. 2023 Grants of Plan-Based Awards Table

    | (3) The amounts reported in these columns represent awards of performance shares made pursuant to the 2016 LTI Plan. Awards granted on March 1, 2023 are scheduled to vest following the expiration of the service period on December 31, 2025. Awards granted on November 7, 2023 are scheduled to vest following the expiration of the service period on December 31, 2026, except in the case of Mr. O’Donnell’s award of 23,148 restricted shares, 50% are scheduled to vest on November 15, 2027 and 50% on November 15, 2028. Vesting of the awards is also subject to the Governance and Human Capital Committee’s determination of (i) change in book value per common share plus change in accumulated dividends and underwriting expense ratio rank compared to peers for the awards other than Mr. O’Donnell’s November 2023 awards, (ii) change in tangible book value per common share plus change in accumulated dividends for Mr. O’Donnell’s November 7, 2023 award with a target opportunity of 34,722 shares and (iii) certain management objectives for Mr. O’Donnell’s November 7, 2023 award of 23,148 restricted shares. These columns represent the number of performance shares that vest at threshold achievement, target achievement and maximum achievement of the performance metrics. At or below the threshold performance level, no shares will vest. See “Long-Term Incentives” above for a detailed description of the performance share program. |

  102. 2023 Grants of Plan-Based Awards Table

    | (4) The number of time-vested restricted shares, restricted shares and target number of performance shares awarded were computed by dividing the approved grant value by the closing price of our common shares on the date of grant of $217.19 per common share on March 1, 2023 or $207.36 per common share on November 7, 2023, rounded down to the nearest whole number of shares. See “Long-Term Incentives” above for a detailed description of our equity grant practices. |

  103. 2023 Grants of Plan-Based Awards Table

    | (5) The amounts reported in this column represent awards of restricted shares made pursuant to the 2016 LTI Plan that are scheduled to vest in four substantially equal annual installments beginning on March 1, 2024. Dividends are paid currently on time-vested restricted shares. |

  104. 2023 Grants of Plan-Based Awards Table

    | (6) The amounts shown in this column represent the grant date fair value of time-vested restricted shares, restricted shares and performance shares granted to our named executive officers in the applicable fiscal year, computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. For performance shares, the grant date fair value is based on the probable outcome of the related performance conditions at the time of grant, which reflects the target level of performance. The assumptions made in the valuation of stock awards are discussed in Note 17 (Stock Incentive Compensation and Employee Benefit Plans) of our 2023 Form 10-K. These values do not represent the actual value the recipient will or has received from the award. The terms of the awards are discussed above under “Long-Term Incentives” and the maximum value as of the grant date of performance share awards made in 2023 is included in the footnotes to the 2023 Summary Compensation Table. |

  105. 2023 Grants of Plan-Based Awards Table

    | (7) Based on Mr. Branagan’s salary of £515,000, converted into U.S. dollars at the exchange rate of 1.27 as of December 31, 2023. |

  106. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    2023 Outstanding Equity Awards at Fiscal Year-End Table The following table sets forth the outstanding equity awards held by our named executive officers as of December 31, 2023.

  107. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | | | Stock Awards | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(1) ($) | Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested (#) | Equity Incentive Plan Awards: Market Value of Unearned Shares That Have Not Vested(1) ($) | | Kevin J. O’Donnell | 3/1/2020(2) | 3,430 | 672,280 | | | | | 3/1/2021(3) | 7,187 | 1,408,652 | | | | | 3/1/2022(4) | 12,926 | 2,533,496 | | | | | 3/1/2023(5) | 11,545 | 2,262,820 | | | | | 3/1/2021(6) | 27,311 | 5,352,956 | | | | | 3/1/2022(7) | — | — | 34,468 | 6,755,728 | | | 3/1/2023(8) | — | — | 23,090 | 4,525,640 | | | 11/7/2023(9) | — | — | 69,444 | 13,611,024 | | | 11/7/2023(10) | — | — | 23,148 | 4,537,008 | | Robert Qutub | 3/1/2020(2) | 1,232 | 241,472 | | | | | 3/1/2021(3) | 2,197 | 430,612 | | | | | 3/1/2022(4) | 4,188 | 820,848 | | | | | 3/1/2023(5) | 4,661 | 913,556 | | | | | 3/1/2021(6) | 8,347 | 1,636,012 | | | | | 3/1/2022(7) | — | — | 11,168 | 2,188,928 | | | 3/1/2023(8) | — | — | 9,322 | 1,827,112 | | | 11/7/2023(11) | — | — | 3,616 | 708,736 | | Ross A. Curtis | 3/1/2020(2) | 1,298 | 254,408 | | | | | 3/1/2021(3) | 2,335 | 457,660 | | | | | 3/1/2022(4) | 4,671 | 915,516 | | | | | 3/1/2023(5) | 5,093 | 998,228 | | | | | 3/1/2021(6) | 8,871 | 1,738,716 | | | | | 3/1/2022(7) | — | — | 12,456 | 2,441,376 | | | 3/1/2023(8) | — | — | 10,186 | 1,996,456 | | | 11/7/2023(11) | — | — | 3,616 | 708,736 | | David Marra | 3/16/2020(12) | 2,928 | 573,888 | | | | | 11/2/2020(12) | 765 | 149,940 | | | | | 3/15/2021(13) | 3,249 | 636,804 | | | | | 3/14/2022(14) | 7,987 | 1,565,452 | | | | | 11/8/2022(14) | 4,137 | 810,852 | | | | | 3/1/2023(5) | 3,107 | 608,972 | | | | | 3/1/2023(8) | — | — | 6,214 | 1,217,944 | | | 11/7/2023(11) | — | — | 3,616 | 708,736 | | Shannon L. Bender | 3/1/2021(3) | 984 | 192,864 | | | | | 3/1/2022(4) | 1,650 | 323,400 | | | | | 3/1/2023(5) | 2,302 | 451,192 | | | | | 3/1/2023(8) | — | — | 4,604 | 902,384 | | | 11/7/2023(11) | — | — | 3,616 | 708,736 | | Ian D. Branagan | 3/1/2021(6) | 8,554 | 1,676,584 | | | | | 3/1/2022(7) | — | — | 11,456 | 2,245,376 | | | 3/1/2023(8) | — | — | 9,004 | 1,764,784 |

  108. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (1) These amounts were determined based on the closing price of our common shares of $196.00 on December 29, 2023. |

  109. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (2) Unvested portion remaining from an award of time-vested restricted shares granted under the 2016 LTI Plan that vested in four substantially equal installments on March 1, 2021, 2022, 2023 and 2024. |

  110. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (3) Unvested portion remaining from an award of time-vested restricted shares granted under the 2016 LTI Plan that vested or will vest in four substantially equal installments on March 1, 2022, 2023, 2024 and 2025. |

  111. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (4) Unvested portion remaining from an award of time-vested restricted shares granted under the 2016 LTI Plan that vested or will vest in four substantially equal installments on March 1, 2023, 2024, 2025 and 2026. |

  112. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (5) Unvested portion remaining from an award of time-vested restricted shares granted under the 2016 LTI Plan that vested or will vest in four substantially equal installments on March 1, 2024, 2025, 2026 and 2027. |

  113. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (6) Performance shares granted under the 2016 LTI Plan which vested at the end of the service period on December 31, 2023 and following the Governance and Human Capital Committee’s determination of average change in book value per common share plus change in accumulated dividends over the three-year performance period and three-year average underwriting expense ratio rank versus peers. Because all performance periods are complete, the number of shares earned are reported in the “Number of Shares or Units of Stock That Have Not Vested” column based on achieving the actual performance of 190% of the target number of performance shares. |

  114. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (7) Performance shares granted under the 2016 LTI Plan which vest at the end of the service period on December 31, 2024 and following the Governance and Human Capital Committee’s determination of average change in book value per common share plus change in accumulated dividends over the three-year performance period and three-year average underwriting expense ratio rank versus peers. As a result of our between target and maximum performance for the service period to date, in accordance with SEC rules, the number of unearned performance shares is reported in the “Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested” column based on achieving the maximum number of performance shares that may be earned for the three-year performance period. |

  115. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (8) Performance shares granted under the 2016 LTI Plan which vest at the end of the service period on December 31, 2025 and following the Governance and Human Capital Committee’s determination of average change in book value per common share plus change in accumulated dividends over the three-year performance period and three-year average underwriting expense ratio rank versus peers. As a result of our performance for the service period to date being between target and maximum, in accordance with SEC rules, the number of unearned performance shares is reported in the “Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested” column based on achieving the maximum number of performance shares that may be earned for the three-year performance period. |

  116. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (9) Performance shares granted under the 2016 LTI Plan which vest at the end of the service period on December 31, 2026 and following the Governance and Human Capital Committee’s determination of average growth in tangible book value per share plus accumulated dividends over a four-year performance period (January 1, 2023 to December 31, 2026). As a result of our performance for the service period to date being at maximum, in accordance with SEC rules, the number of unearned performance shares is reported in the “Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested” column based on achieving the maximum number of performance shares that may be earned for the three-year performance period. |

  117. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (10) Restricted shares granted under the 2016 LTI with vesting tied to Mr. O’Donnell’s execution of certain management-related performance objectives over a five-year performance period, with 50% eligible for vesting on November 15, 2027 and the remaining 50% eligible for vesting on November 15, 2028. |

  118. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (11) Performance shares granted under the 2016 LTI Plan which vest at the end of the service period (January 1, 2024 to December 31, 2026) on December 31, 2026 and following the Governance and Human Capital Committee’s determination of average change in book value per common share plus change in accumulated dividends over the three-year performance period and three-year average underwriting expense ratio rank versus peers. Because the service period had not yet commenced, the number of unearned performance shares is reported in the “Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested” column based on achieving the target number of performance shares that may be earned for the three-year performance period. |

  119. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (12) Unvested portion remaining from an award of time-vested restricted shares granted under the 2016 LTI Plan that vested in four substantially equal installments on February 15, 2021, 2022, 2023 and 2024. |

  120. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (13) Unvested portion remaining from an award of time-vested restricted shares granted under the 2016 LTI Plan that vested or will vest in four substantially equal installments on February 15, 2022, 2023, 2024 and 2025. |

  121. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (14) Unvested portion remaining from an award of time-vested restricted shares granted under the 2016 LTI Plan that vested or will vest in four substantially equal installments on February 15, 2023, 2024, 2025 and 2026. |

  122. 2023 Option Exercises and Stock Vested Table

    2023 Option Exercises and Stock Vested Table The following table sets forth information concerning the vesting of restricted shares and performance shares held by our named executive officers during 2023. There were no options outstanding or exercised by any named executive officers during the 2023 fiscal year.

  123. 2023 Option Exercises and Stock Vested Table

    | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | Kevin J. O’Donnell | 31,517 | 6,474,680 | | Robert Qutub | 11,126 | 2,283,419 | | Ross A. Curtis | 11,833 | 2,429,854 | | David Marra | 11,233 | 2,431,996 | | Shannon L. Bender | 1,041 | 226,095 | | Ian D. Branagan(2) | 23,278 | 4,585,580 |

  124. 2023 Option Exercises and Stock Vested Table

    | (1) The value realized on vesting is calculated by multiplying the number of common shares acquired on vesting by the closing price of our common shares on the vesting date. |

  125. 2023 Option Exercises and Stock Vested Table

    | (2) In accordance with the terms of his employment agreement and award agreements, Mr. Branagan's time-based restricted share awards vested upon his separation. Please see “Separation Agreement with Mr. Branagan” below for a detailed discussion of Mr. Branagan's severance benefits. |

  126. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  127. Estimated Payments and Benefits Upon Termination or Change in Control

    Estimated Payments and Benefits Upon Termination or Change in Control The estimated payments and benefits that would be provided to our continuing named executive officers in the circumstances described above in the event that such circumstances occurred on December 31, 2023, are set forth in the table below, using the closing price of our common shares of $196.00 on December 29, 2023. In addition, because the estimated payments are calculated by assuming a termination on December 31, 2023, the pro rata bonus amounts in the table reflect an accrual for a full calendar year. Actual amounts payable following a termination or change in control could differ significantly from the amounts shown and depending on the particular facts and circumstances. In addition, because the information in the table is as of December 31, 2023, it includes the accelerated vesting of certain awards that vested following year-end and prior to the date of this proxy statement.

  128. Estimated Payments and Benefits Upon Termination or Change in Control

    | Name | Benefit | Before Change in Control Termination without Cause or for Good Reason or Non- Extension by the Company ($) | After Change in Control Termination without Cause or for Good Reason or Non- Extension by the Company ($) | Non- Extension by Executive ($) | Executive Resignation without Good Reason ($) | Death ($) | Disability ($) | | Kevin J. O’Donnell | Salary(1) | 1,360,000 | 1,360,000 | — | — | — | 1,360,000 | | | Bonus | 12,319,200 | 12,319,200 | 2,655,000 | — | 2,655,000 | 2,655,000 | | | Accelerated Vesting of Awards(2) | 29,213,408 | 29,213,408 | — | — | 29,213,408 | 29,213,408 | | | Life Insurance | — | — | — | — | 2,000,000 | — | | | Continuation of Health Benefits | 65,896 | 65,896 | 43,930 | 43,930 | — | 43,930 | | | Total: | 42,958,504 | 42,958,504 | 2,698,930 | 43,930 | 33,868,408 | 33,272,338 | | Robert Qutub | Salary(1) | 675,000 | 1,350,000 | 675,000 | 675,000 | — | 675,000 | | | Bonus | 2,855,250 | 4,698,000 | 1,012,500 | — | 1,012,500 | 1,012,500 | | | Accelerated Vesting of Awards(2) | 6,759,256 | 6,759,256 | — | — | 6,759,256 | 6,759,256 | | | Life Insurance | — | — | — | — | 795,000 | — | | | Continuation of Health Benefits | 43,930 | 43,930 | 43,930 | 43,930 | — | 43,930 | | | Total: | 10,333,436 | 12,851,186 | 1,731,430 | 718,930 | 8,566,756 | 8,490,686 |

  129. Estimated Payments and Benefits Upon Termination or Change in Control

    | Name | Benefit | Before Change in Control Termination without Cause or for Good Reason or Non- Extension by the Company ($) | After Change in Control Termination without Cause or for Good Reason or Non- Extension by the Company ($) | Non- Extension by Executive ($) | Executive Resignation without Good Reason ($) | Death ($) | Disability ($) | | Ross A. Curtis | Salary(1) | 725,000 | 1,450,000 | 725,000 | 725,000 | — | 725,000 | | | Bonus | 3,066,750 | 5,046,000 | 1,087,500 | — | 1,087,500 | 1,087,500 | | | Accelerated Vesting of Awards(2) | 7,292,180 | 7,292,180 | — | — | 7,292,180 | 7,292,180 | | | Life Insurance | — | — | — | — | 2,000,000 | — | | | Continuation of Health Benefits | 43,930 | 43,930 | 43,930 | 43,930 | — | 43,930 | | | Total: | 11,127,860 | 13,832,110 | 1,856,430 | 768,930 | 10,379,680 | 9,148,610 | | David Marra | Salary(1) | 75,000 | 775,000 | 75,000 | 75,000 | — | 75,000 | | | Bonus | 2,961,000 | 4,872,000 | 1,050,000 | — | 1,050,000 | 1,050,000 | | | Accelerated Vesting of Awards(2) | 5,663,616 | 5,663,616 | — | — | 5,663,616 | 5,663,616 | | | Life Insurance | — | — | — | — | 750,000 | — | | | Continuation of Health Benefits | 18,598 | 18,598 | 18,598 | 18,598 | — | 18,598 | | | Total: | 8,718,214 | 11,329,214 | 1,143,598 | 93,598 | 7,463,616 | 6,807,214 | | Shannon L. Bender | Salary(1) | 600,000 | 1,200,000 | 600,000 | 600,000 | — | 600,000 | | | Bonus | 2,538,000 | 4,176,000 | 900,000 | — | 900,000 | 900,000 | | | Accelerated Vesting of Awards(2) | 2,127,384 | 2,127,384 | — | — | 2,127,384 | 2,127,384 | | | Life Insurance | — | — | — | — | 795,000 | — | | | Continuation of Health Benefits | 43,930 | 43,930 | 43,930 | 43,930 | — | 43,930 | | | Total: | 5,309,314 | 7,547,314 | 1,543,930 | 643,930 | 3,822,384 | 3,671,314 |

  130. Estimated Payments and Benefits Upon Termination or Change in Control

    | (1) Consistent with the termination provisions of the named executive officers’ employment agreements, amounts shown under “Salary” are based on multiples (as set forth in each of the named executive officers’ respective employment agreement) of the salaries in effect as of December 31, 2023, less the value of the non-compete consideration that was paid to Mr. O’Donnell on December 31, 2017 and certain yearly pre-payments that were paid to Messrs. O’Donnell and Marra, previously. Please see the narrative discussion above for details on the payments and benefits to which the named executive officer would be entitled upon a termination of employment. |

  131. Estimated Payments and Benefits Upon Termination or Change in Control

    | (2) Please see the narrative discussion above under “Treatment of Equity Awards Upon a Termination of Employment or Change in Control” for more detail. The amount shown for Accelerated Vesting of Awards represents the sum of: |

  132. Estimated Payments and Benefits Upon Termination or Change in Control

    | - | the value of restricted share awards that had not yet vested as of December 31, 2023, based on the closing price of $196.00 per common share value on December 29, 2023; and |

  133. Estimated Payments and Benefits Upon Termination or Change in Control

    | - | the value of performance shares that had not yet vested as of December 31, 2023, based on the target number of performance shares for performance periods beginning on or after January 1, 2024 and on the actual number of performance shares earned for performance periods ending on or before December 31, 2023 and the closing price of $196.00 per common share value on December 29, 2023. |

  134. Estimated Payments and Benefits Upon Termination or Change in Control

    Pay Ratio Disclosure To identify our median employee, we determined the sum of 2023 base salary, target annual incentive bonus or spot bonus and target long-term cash or equity-based incentive award value for each individual, excluding Mr. O’Donnell, who was employed by us on December 31, 2023. As of December 31, 2023, we employed 931 people worldwide. For our employees who were paid in currency other than U.S. dollars, these amounts were converted into U.S. dollars at the applicable exchange rate on December 31, 2023. We included all employees, whether full-time or part-time. We annualized the compensation for full-time and part-time employees that were not employed by us for all of 2023. We did not make cost-of-living adjustments or any other assumptions, adjustments or estimates. We believe we are using a consistently applied compensation measure that reasonably reflects the annual compensation of our employees, as base salary, annual incentive bonus or spot bonus and long-term cash or equity-based incentive awards generally comprise nearly all of the annual compensation of our employees. Furthermore, a majority of our employees receive annual long-term cash or equity-based incentive awards and participate in our bonus program, and the actual amount of the bonus paid is generally determined using a formula applied consistently to each employee’s target bonus amount.

  135. SEC Pay Ratio

    SEC Pay Ratio The following table sets forth the ratio of Mr. O’Donnell’s annual total compensation as reported in the 2023 Summary Compensation Table to the annual total compensation of our median employee, calculated in accordance with the Summary Compensation Table rules, for the 2023 fiscal year:

  136. SEC Pay Ratio

    | | Annual Total Compensation | | Kevin J. O’Donnell President and Chief Executive Officer | $23,647,253 | | Median Employee | $297,037 | | Ratio | 79.6:1 |

  137. Alternative Pay Ratio

    Alternative Pay Ratio In November 2023, we granted performance recognition awards to our continuing named executive officers, including Mr. O’Donnell. Those awards are described in more detail in “2023 Performance Recognition Awards” above. The Governance and Human Capital Committee believes that excluding Mr. O’Donnell’s performance recognition award provides for a more readily comparable metric as the performance recognition awards do not represent an annual component of our compensation program. The table below sets forth the ratio of Mr. O’Donnell’s annual total compensation, excluding the grant date fair value of the 2023 performance recognition awards, to the annual total compensation of our median employee, for the 2023 fiscal year. This alternative pay ratio is not a substitute for the pay ratio calculated in accordance with the SEC disclosure rules, but we believe it is helpful in evaluating the ratio of Mr. O’Donnell’s annual total compensation to the annual total compensation of our median employee.

  138. Alternative Pay Ratio

    | | Alternative Annual Total Compensation | | Kevin J. O’Donnell President and Chief Executive Officer | $11,647,330 | | Median Employee | $297,037 | | Ratio | 39.2:1 |

  139. Alternative Pay Ratio

    Pay Versus Performance Pursuant to Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, the “Pay Versus Performance Table” (set forth below) is required to include “Compensation Actually Paid,” as calculated per SEC disclosure rules, to the Company’s PEO and the Company’s non-PEO named executive officers, as noted below. “Compensation Actually Paid” represents a required calculation of compensation that differs significantly from the “2023 Summary Compensation Table” calculation of compensation, the named executive officers’ realized or earned compensation, as well as from the way in which the Governance and Human Capital Committee views annual compensation decisions, as discussed in the “Compensation Discussion and Analysis” section. The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by named executive officers, including with respect to equity awards which remain subject to forfeiture if the vesting conditions are not satisfied. For example, the “Compensation Actually Paid” in fiscal year 2023 increased significantly as compared to fiscal year 2022 partially due to the inclusion of the 2023 performance recognition awards described above, even though such awards remain subject to vesting conditions and Mr. O’Donnell’s 2023 performance recognition awards are not scheduled to fully vest until November 15, 2028 and the 2023 performance recognition awards for the other named executive officers are not scheduled to vest until December 31, 2026.

  140. Alternative Pay Ratio

    | Year(1) | Summary Compensation Table Total for PEO ($)(2) | Compensation Actually Paid to PEO ($)(3) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($)(2) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($)(3) | Value of Initial Fixed $100 Investment Based On:(4) | | Net Income ($) (in thousands) | Change in Book Value Per Share Plus Change in Accumulated Dividends(6) (%) | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(5) | | | | 2023 | 23,647,253 | 30,097,370 | 4,901,470 | 5,976,242 | 103.56 | 160.50 | 3,620,127 | 59.3% | | 2022 | 10,130,622 | 10,086,031 | 3,373,344 | 3,575,079 | 96.58 | 144.67 | (1,159,816) | (19.7)% | | 2021 | 8,908,774 | 8,210,429 | 2,963,222 | 2,784,054 | 87.91 | 126.01 | (103,440) | (3.5)% | | 2020 | 9,573,736 | 5,911,812 | 3,429,817 | 2,394,301 | 85.30 | 105.39 | 993,058 | 16.0 % |

  141. Alternative Pay Ratio

    | (1) Kevin J. O’Donnell has served as our principal executive officer for the entirety of 2020, 2021, 2022 and 2023. Our other named executive officers for the applicable years were as follows: |

  142. Alternative Pay Ratio

    | - | 2023: Robert Qutub; Ross A. Curtis; David Marra; Shannon L. Bender; and Ian D. Branagan |

  143. Alternative Pay Ratio

    | - | 2022: Robert Qutub; Ross A. Curtis; Ian D. Branagan; and Sean Brosnan |

  144. Alternative Pay Ratio

    | - | 2021: Robert Qutub; Ross A. Curtis; Ian D. Branagan; and Sean Brosnan |

  145. Alternative Pay Ratio

    | - | 2020: Robert Qutub; Ross A. Curtis; Ian D. Branagan; and Stephen H. Weinstein |

  146. Alternative Pay Ratio

    | (2) Amounts reported in this column represent (i) the total compensation reported in the “2023 Summary Compensation Table” for the applicable year in the case of Mr. O’Donnell and (ii) the average of the total compensation reported in the “2023 Summary Compensation Table” for the applicable year for our other named executive officers for the applicable year. |

  147. Alternative Pay Ratio

    | (3) To calculate the compensation actually paid (“CAP”), adjustments were made to the amounts reported in the “2023 Summary Compensation Table” for the applicable year. A reconciliation of the adjustments for Mr. O’Donnell and for the average of the other named executive officers is set forth following the footnotes to this table. |

  148. Alternative Pay Ratio

    | (4) Pursuant to rules of the SEC, the comparison assumes $100 was invested on December 31, 2019. Historic stock price performance is not necessarily indicative of future stock price performance. |

  149. Alternative Pay Ratio

    | (5) The TSR peer group consists of the S&P 1500 Property & Casualty Insurance Index, an independently prepared index that includes companies in the property and casualty insurance industry (and which is used for the Company’s stock performance chart in the annual report). |

  150. Alternative Pay Ratio

    | (6) As noted in “Compensation Discussion and Analysis,” the Governance and Human Capital Committee selected change in book value per common share plus change in accumulated dividends as a key metric for evaluating and rewarding management’s performance in the 2023 incentive program design. This measure is used to determine the vesting of 75% of the performance share awards, the most heavily weighted component of our executive compensation program. |

  151. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs

    Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs The following is a list of financial performance measures, which in our assessment represent the most important financial performance measures used by us to link our performance to compensation actually paid to the named executive officers for fiscal 2023. Please see “Compensation Discussion and Analysis” for a further description of these metrics and how they are used in our executive compensation program.

  152. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs

    | • | Change in book value per share plus change in accumulated dividends |

  153. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs

    | • | Operating return on average common shareholders’ equity |

  154. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs

    | • | Combined ratio |

  155. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs

    | • | Gross premiums written |

  156. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs

    | • | Underwriting expense ratio |

  157. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs

    | • | Change in tangible book value per share plus change in accumulated dividends (applicable to a portion of Mr. O’Donnell’s 2023 performance recognition award) |

  158. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs

    Equity Compensation Plan Information The information set forth in the table below is as of December 31, 2023:

  159. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs

    | Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants, and rights(1) (a) | Weighted-average exercise price of outstanding options, warrants, and rights ($) (b) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | | Equity compensation plans approved by shareholders(2) | — | — | 1,027,332 | | Equity compensation plans not approved by shareholders | — | — | — | | Total | — | — | 1,027,332 |

  160. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs

    | (1) As of December 31, 2023, there were no outstanding options. A total of 1,101,587 unvested restricted shares (including both time-vested restricted shares and performance shares) were excluded from column (a) as those shares are considered issued at the time of grant. Unvested restricted shares were also excluded from column (c) as they are no longer available for future issuance. |

  161. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs

    | (2) Plans previously approved by the shareholders include the 2016 LTI Plan. |

  162. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs

    Audit Matters

  163. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs

    | PROPOSAL 3 | | | Approval of the Appointment of Independent Registered Public Accounting Firm and Referral of the Determination of the Auditor’s Remuneration to the Board of Directors | | | | The Board of Directors unanimously recommends that shareholders vote FOR the approval of the appointment of PricewaterhouseCoopers Ltd. as our independent registered public accounting firm for the 2024 fiscal year and the referral of the determination of the auditor’s remuneration to the board of directors. |