Audit Committee
Audit Committee | | | | | |
Members
David C. Bushnell (Chair)
Valerie Rahmani
Members:
Carol P. SandersJames L. Gibbons (interim)
Brian G. J. Gray (interim) (Chair)
Shyam Gidumal
Valerie Rahmani
| | The Audit Committee’s key responsibilities include oversight of:
• Our accounting and financial reporting process, as well as the integrity, quality and accuracy of our financial statements, including internal controls;
• Our operational risk assessment and risk management process;process, in coordination with the Investment and Risk Management Committee, which has primary responsibility for oversight of financial risk management;
• Our compliance with legal and regulatory requirements, including review of our Code of Ethics and internal compliance program;
• Our information security and cybersecurity programs;programs and risks;
• Our use of non-GAAP measures and metrics, including environmental, social and governance metrics;
• Our independent auditor’s appointment, compensation, qualifications, independence and performance; and
• The performance of our internal audit function. |
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Corporate Governance and Human Capital Management Committee
| | | | Table of Contents
Compensation and Corporate Governance Committee | Members
Members:
Henry Klehm III (Chair)Jean D. Hamilton
David Bushnell
Cynthia Trudell James L. Gibbons (interim)
| | The Compensation and Corporate Governance and Human Capital Management Committee’s key responsibilities include: Compensation-Related
• Determining compensation of our Chief Executive Officer and directors, and reviewing and approving ourother executive officers’ compensation after considering the Chief Executive Officer’s recommendations of other key executives’ compensation;recommendations;
• Overseeing incentive and stock-based compensation plans, including granting and setting the terms of awards;
• Evaluating the performance of our executive officers;
• Reviewing and recommending policies, practices and procedures concerning compensation strategy and other human resources-related matters, including DEI and employee development;
• Reviewing and advising on executive succession planning; and
• Reviewing, analyzing and overseeing the mitigation of risks associated with our compensation programs.
Corporate Governance-Related
• Overseeing and supervising the director nomination process, including identifying and evaluating prospective Board candidates;
• Reviewing and monitoring the performance and composition of the Board and its committees;
• Overseeing the new director orientation process and director continuing education policies;
• Developing and evaluating our corporate governance practices and procedures, including compliance with legal and regulatory requirements;
• Assisting Overseeing and reviewing related-party transactions (as defined in SEC Regulation S-K, Item 404) for potential conflicts of interest;
• Overseeing, monitoring and reviewing our Board in overseeing sustainability and corporate responsibility policies, and programs and similarpractices related to ESG matters, including sustainability, health and safety and DEI matters; and CSR initiatives; and
• Reviewing any properly submitted shareholder proposals. | |
34 | RenaissanceRe 2024 Proxy Statement
TABLE OF CONTENTS Compensation
Governance and CorporateHuman Capital Committee Advisors The Governance Committee AdvisorsThe Compensation and GovernanceHuman Capital Committee has the authority to select, retain and dismiss compensation consultants, financial and other advisors and independent legal counsel as it deems necessary in accordance with the procedures set forth in the charter and considering independence and potential conflicts of interest. For a discussion regarding our independent compensation consultant, please see “Executive Compensation—“Independent Compensation Discussion and Analysis—Compensation Determination Process—Role of Compensation Consultants”Consultant” below.
In addition, our CompensationGovernance and GovernanceHuman Capital Committee reviews our compensation programs for consistency with our risk management practices and to assist us in ensuring thatstructuring our programs alignin a manner that aligns our executives and employees with the long-term interests of shareholders in light of the market cycles and earnings volatility that characterize our industry. For a discussion regarding our compensation policies and practices as they relate to our risk management see “Executive Compensation—Compensation Discussion and Analysis—Compensation Governance—Compensation“Compensation and Risk Management” below. Table of Contents
Compensation Committee Interlocks and Insider Participation Mr. Gibbons,Bushnell, Mr. Gray, Ms. Hamilton,Gidumal, Mr. Klehm and Ms. Trudell served on the CompensationGovernance and GovernanceHuman Capital Committee during the 20202023 fiscal year. No member of the CompensationGovernance and GovernanceHuman Capital Committee during the 20202023 fiscal year was an officer or employee of the Company during the 20202023 fiscal year or was formerly an officer of the Company, or had any relationship requiring disclosure by the Company as a transaction with a related person under Item 404 of Regulation S-K (“Regulation S-K”) of the U.S. Securities Act of 1933, as amended (the “Securities Act”). No executive officer of the Company served on any board of directors or compensation committee of any other company for which any of our directors served as an executive officer at any time during the 20202023 fiscal year. Investment and Risk Management Committee Investment and Risk Management Committee | | | | | | Members
Anthony M. Santomero (Chair)
Members:
Duncan P. Hennes
Torsten Jeworrek | | The Investment and Risk Management Committee’s key responsibilities include:
• Overseeing our investment strategies, performance and risk management;
• Reviewing management procedures to develop investment strategies and risk limits and monitoring adherence to those guidelines;
• Reviewing and monitoring investment manager and investment portfolio performance;
• Assisting the Board with assessing our financial non-operational risk management, in coordination with the Audit Committee;Committee, which has primary responsibility for oversight of operational risk management; and
• Overseeing the processes used to manage key financial risks, including risks related to liquidity, solvency margins, reinsurance program limits,capital management and leverage, third-party credit risk, and foreign exchange exposure.exposure, financial risk of climate change and insurance risks. | | | |
Special Purpose Committees The Transaction Committee presently consists of Dr. Jeworrek and Messrs. Gibbons, Gray and O’Donnell (Chair) and Ms. Hamilton.. The Transaction Committee has the authority of the Board to consider and approve, on behalf of the full Board, certain strategic investments and other possible transactions. The Offerings Committee presently consists of Dr. Jeworrek and Messrs. Gibbons, Gray and O’Donnell (Chair) and Ms. Hamilton.. The Offerings Committee has the authority to consider and approve, on behalf of the full Board, transactions pursuant to our shelf registration program, including setting the terms, amount and price of any such offering. RenaissanceRe 2024 Proxy Statement | 35
TABLE OF CONTENTS Certain Relationships and Related Transactions We have adopted a written policy with respect to the review, approval and ratification of transactions with related persons. The policy covers, among other things, transactions between us and any of our executive officers, directors, nominees for director, any of their immediate family members or any other related persons as defined in Item 404 of Regulation S-K. Each transaction covered by this policy is reviewed by the Governance and Human Capital Committee to determine whether the transaction is in the best interests of the Company and our shareholders. Pursuant to the policy, our Governance and Human Capital Committee also conducts a reasonable prior review and oversight of all related-party transactions required to be disclosed pursuant to Item 404 of Regulation S-K for potential conflicts of interest, including to determine whether any such transaction is inconsistent with the interests of the Company and our shareholders. The transactions described below include certain transactions we have entered into with parties that are, or could be deemed to be, related to us. 30 | |
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Relationship with BlackRock, Inc. BlackRock, Inc. (“BlackRock”) reported a beneficial ownership interest of more than 5% of our common shares as of December 31, 2020.2023. Affiliates of BlackRock provide investment management, risk analytics and investment accounting services to us. During 2020,2023, we incurred $6.3$7.0 million in fees relating to these services. These fees were at then-prevailing market rates determined pursuant to arm’s-length negotiations between us and such affiliates. Relationship with Coralisle Group Ltd. Mr. Gibbons is the Treasurer of EGL, the parent company of Coralisle. We entered into reinsurance contracts with Coralisle pursuant to which we received premiums of approximately $278,000$21,000 from Coralisle in 2020, and2023, which included current underwriting year premium of $167,000 offset by premium adjustments for prior underwriting years of $146,000. We paid claims to Coralisle of approximately $62,000$7,000 in 2020.2023. We renewed certain of these reinsurance contracts in December 20202023 and we expect to receive premiums of approximately $296,000$143,000 from Coralisle in 20212024 as a result of those renewals. To date in 2021,2024, we have not paid approximately $1,200 ofany claims to Coralisle. In his position at EGL, Mr. Gibbons is not directly involved in the management of Coralisle, and all of these transactions with Coralisle were entered into in the ordinary course of business on terms available to similarly situated parties. Relationship with The Bank of New York Mellon Corporation. On January 24, 2024, The Bank of New York Mellon Corporation (“BNYM”) reported a beneficial ownership interest of more than 5% of our common shares as of December 31, 2023 and may continue to beneficially own more than 5% of our common shares outstanding. Affiliates of BNYM provide certain custodian services to us. During 2023, we incurred $3.7 million in fees relating to these services and we expect to incur slightly higher fees in 2024 due to additional assets under management. These fees were and will be at then-prevailing market rates determined pursuant to arm’s-length negotiations between us and such affiliates. Pursuant to their employment agreements, members of our named executive officersmanagement governance committee, which consists of Messrs. O’Donnell, Qutub, Curtis and certain other officersMarra, and Ms. Bender, are permitted business use and a limited amount (the equivalent of 15 hours per year of use of the base airplane for 2020) of Company-funded personal use (with a value up to the aggregate incremental cost to us of $85,000 each) of our fractional interest program with NetJets Aviation Inc. (“NetJets”). On occasion, we may allow additional hoursSince 2020, in light of Company-funded personal use of our aircraft interest on a case-by-case basis. In 2020,concerns for safety including, among other reasons, the CompensationCOVID-19 pandemic, and continuing commercial travel limitations in Bermuda, the Governance and Human Capital Committee adopted a policy allowing our named executive officers reasonablemanagement governance committee members additional Company-funded personal use of our NetJets program for the duration of the COVID-19 pandemic.program. The aggregate incremental cost to us of any personal use for named executive officers is included in the Summary Compensation Table below. Our named executive officers pay imputed income tax on the value of these benefits and are not entitled to tax gross-ups on any perquisites. In addition, Mr. O’Donnell; RossMessrs. O’Donnell, Curtis our Chief Underwriting Officer; and Robert Qutub our Chief Financial Officer have each entered into an aircraft use agreement with us which allows them to use our fractional interest program with NetJets for additional travel beyond that which is provided for in their employment arrangements, provided that they pay for such use in advance of any trip at the fully loaded variable rate (which rate represents our aggregate incremental cost of such use within the meaning of Regulation S-K and the rules and other guidance of the Commission). In addition, theyThey must maintain a deposit with us from which we are authorized to withdraw funds in order to satisfy any amounts owed under the agreement. Prior to his departure, Stephen Weinstein, our former Group General Counsel and Chief Compliance Officer, was also a party to an aircraft use agreement with us. The form of aircraft use agreement was approved by the CompensationGovernance and GovernanceHuman Capital Committee. None of our named executive officers had any additional personal use of the aircraft interest for travel during 20202023 for which they were required to reimburse us. For additional information regarding our named executive officers’ and certain other officers’ use of our corporate aircraft, see “Executive Compensation—Compensation Discussion and Analysis—Principal Components of Our Executive Compensation Program—Additional Compensation Practices—Other“Other Benefits and Perquisites” below. 36 | RenaissanceRe 2024 Proxy Statement
TABLE OF CONTENTS Housing Arrangements with Executive Officers As discussed under “Executive Compensation—Compensation Discussion and Analysis—Principal Components of Our Executive Compensation Program—Additional Compensation Practices—Other“Other Benefits and Perquisites” below, we provide housing allowances to certain of our named executive officers, as well as to other executive officers and employees. The amount of the housing allowance is included in the Summary Compensation Table for each named executive officer (see “Executive Compensation—Executive Compensation Tables—All“All Other Compensation Table” below). Our executive officers pay imputed income tax on the value of these benefits and are not entitled to tax gross-ups on any perquisites. From time to time, our subsidiaries enter into long-term leases for properties in Bermuda, which we sublease to certain officers, including certain of our named executive officers. In November 2015,2021, one of our subsidiaries entered into a long-term lease ofacquired a property in Bermuda previously subject to a long-term lease and subsequently subleasedleased this property to Mr. O’Donnell for his Bermuda residence. We are not currently the lessee on the lease of residences of any of our other named executive officers.residence at market rates, consistent with his historical housing benefits. Table of Contents
Charitable Donations RenaissanceRe provides support to various charitable organizations in Bermuda and other communities in which we operate, including organizations that support insurance industry education and training, crime prevention, substance abuse prevention, affordable housing and educational assistance. As part of our efforts, we match donations made by our employees to appropriately registered charities up to certain maximum amounts and make direct charitable contributions. Certain of our executive officers and directors, director nominees, and spouses of certain of these persons, serve and have served as directors, officers or trustees of some of these organizations. In 2020, we donated $220,000 to the R Street Institute. Mr. Weinstein was elected a director of the R Street Institute in December 2020. We have made donations to the R Street Institute in the past, and other employees of RenaissanceRe have served on the R Street Institute Board of Directors. Except for this donation, we did not contribute more than $120,000 to any one charity in 20202023 for which any of our executive officers and directors, director nominees and spouses of certain of these persons served as a director, officer or trustee. RenaissanceRe 2024 Proxy Statement | 37
TABLE OF CONTENTSThe Board’s Role and Key Responsibilities Strategic Oversight
Our Board believes that long-range strategic issues should be discussed and reviewed at regular Board meetings. Our Corporate Governance Guidelines provide that the Board review and critique our strategic plan at least annually, with quarterly reviews of performance in comparison to the financial plan. Senior management and the full Board engage in long-term strategy discussions at least annually, and the Board and committees regularly receive updates from business function leaders on our performance against our tactical plans.
Our strategic plan drives the Board’s goal setting in many areas. For example, the goals of each Board committee are tied to the achievement of the strategic plan. The Compensation and Governance Committee determines and measures compensation against the achievement of strategic goals and objectives.
Risk Oversight
We consider enterprise-wide risk management to be a key strategic objective and believe that our enterprise-wide risk management processes and practices help to identify potential events that may affect us; quantify, evaluate and manage the risks to which we are exposed; and provide reasonable assurance regarding the achievement of corporate objectives. For each identified and measured risk, we have identified (i) a day-to-day owner and management response, (ii) a process for monitoring and reporting on the risk, (iii) a senior management committee, and (iv) Board and/or committee oversight. We believe that this risk management process, along with our culture and focus on enterprise-wide risk management, ensures effective risk oversight by our Board.
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Risk Management Process
| • The Board is responsible for overseeing enterprise-wide risk management and is actively involved in the monitoring of risks that could affect us.
• The members of the Board have regular, direct access to the senior executives and other officers responsible for coordinating enterprise-wide risk management, including our Chief Financial Officer, Group Chief Risk Officer, Group Chief Underwriting Officer, and Group General Counsel, each of whom reports directly to our Chief Executive Officer, as well as other senior personnel such as our Chief Investment Officer, Chief Accounting Officer, Chief Human Resources Officer, Head of Internal Audit, Chief Compliance Officer, Chief Technology Officer, Corporate Information Security Officer and Corporate Actuary.
• The Board delegates certain of its risk management responsibilities to its committees as set forth in the committee charters and described under “—Board Structure and Processes—Committees of the Board” above, with key risks set forth below.
• The Non-Executive Chair of the Board participates in meetings of each committee from time to time on an ex officio basis and monitors the identification of risks or other matters that might require cross-committee coordination and collaboration or the attention of the full Board. As discussed in “—Board Structure and Processes—Board Leadership and Engagement—Meetings and Attendance” above, Mr. Gibbons has also been serving as an interim member of the Audit Committee and the Compensation and Governance Committee during the COVID-19 pandemic.
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| • Each committee regularly receives and discusses materials from the other committees, and we believe this allows the directors to be aware of the various risks across the Company.
• Each committee performs a comprehensive annual self-assessment as part of the Board’s overall governance effectiveness review and assessment, which reflects the committees’ evaluation of our corporate risk management practices and, if applicable, the identification of potential new oversight needs in light of changes in our strategy, operations or business environment.
Key Risks Overseen
| | | | | | | | | | | | | | | | | Audit Committee | | | | Compensation and Governance
Committee | | | | Investment and Risk
Management Committee | | | | | • Financial statements integrity and reporting
• Cybersecurity and business continuity
• Legal, regulatory and compliance
• Tax compliance
| | | | • Executive and employee compensation
• Succession planning (executive and director)
• DEI, employee development, CSR and similar ESG matters
• Governance structure and processes
• Shareholder concerns
| | | | • Enterprise risk management framework
• Investment strategies and risk limits
• Key financial, non-operational risk or exposures
• Reserve risk
• Capital and liquidity requirements
| | | | | | | | | | | | | | | | | | |
| •
At least annually, our Chief Risk Officer presents a comprehensive risk management overview to the Board to demonstrate management coverage and Board oversight of significant identified risks. This overview outlines our procedures for the identification and measurement of, response to, and monitoring and reporting of risk.
•
Management representatives from our risk, legal, regulatory, compliance, human resources, treasury, finance, investments, reserving, information security, accounting and internal audit functions:
•
Regularly report to the Board and each committee at quarterly scheduled sessions, including at least annually to the Compensation and Governance Committee regarding the potential risks of our compensation policies and practices; and
•
Separately meet with, and are interviewed by, our committees in executive sessions.
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Cross-Committee Risk and Strategy Oversight Collaboration
At their quarterly meetings, each committee reviews and discusses its current and future agendas in the context of our strategic plan and any new Company, industry or market information and identifies matters that should be discussed with other committees or the full Board. In addition, each standing committee reports to the full Board at each quarterly Board meeting. Our Audit, Compensation and Governance, and Investment and Risk Management Committees coordinate their oversight of our financial and operating risks and routinely collaborate to address specific matters requiring coordination and cross-committee oversight. We believe that these collaborative efforts sustain high levels of enterprise-wide risk management and facilitate sound corporate governance.
Succession Planning
We believe that succession planning is key to ensuring effective risk oversight and execution of our strategy and that our succession planning programs ensure that the Board has appropriate oversight. On behalf of the Board, our Compensation and Governance Committee collaborates with our Chief Executive Officer in the development and monitoring of our programs for emergency and long-term executive succession, generally on a quarterly basis. To foster diverse talent, we apply a DEI lens to the selection process for our leadership and management development programs. Individuals who we believe have potential for senior executive positions are identified to the Compensation and Governance Committee, in part utilizing the results of the Company’s internal review and feedback processes. The careers of these individuals are monitored to ensure that over time they have appropriate exposure both to the Board and to our businesses. These individuals interact with our Board in various ways, including through participation in Board meetings and other Board-related activities and meetings with individual directors. The Compensation and Governance Committee regularly briefs the full Board on these matters.
Environmental and Corporate Social Responsibility
Our commitment to ESG matters has been a central part of our corporate strategy at RenaissanceRe and it remains one of our core values today. Our Board recognizes the importance of investing time and resources in business practices that emphasize environmental and CSR, and oversees internal strategies and related activities through regularly scheduled reports by management to the Board and its committees throughout the year.
In 2020, our leadership team adopted a formal ESG strategy, which focuses on three core areas where we apply our core business strengths to make a meaningful impact on society—promoting climate resilience, closing the protection gap, and inducing positive societal change:
| | For additional information on our ESG activities, see our new ESG webpage (www.renre.com/about-us/esg-at-renaissancere) |
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Promoting Climate Resilience
At RenaissanceRe, we understand the considerable environmental and social risks related to climate change. For more than 25 years, we have been a leader in understanding and modeling atmospheric hazards and the economic impact of climate-related events. Based on the research of our team of scientists, meteorologists, and engineers at our RenaissanceRe Risk Sciences Inc. subsidiary, we believe that climate change is driven by human activity and is contributing to an increase in the frequency and severity of natural catastrophes over and above normal climate variability, and that this trend will persist into the future.
We proactively engage with our stakeholders to promote resiliency in order to help our clients, and the homeowners and businesses they serve, adapt to and manage climate change risks. Consideration of the impacts of climate change on our clients and the communities they serve is integral to our enterprise risk management process. We have taken measures to mitigate losses related to climate change through our underwriting process and by continuously monitoring and adjusting our risk management models to reflect the higher level of risk that we think will persist. We leverage our industry-leading climate data and expertise to integrate the anticipated impact of climate change holistically into our enterprise risk management process and catastrophe models. Our management provides regular reports to our Board and its committees on these issues, which are central to our governance processes.
Closing the Protection Gap
We have a long track record of leadership in applying our risk expertise and leveraging our partnerships to increase the economic resiliency of vulnerable communities. Reinsurance plays an important role in helping communities recover after a natural disaster, and we have made significant commitments to reduce the protection gap and mitigate the impact of natural disasters on populations and economies in the developing world. We have a dedicated global team focused on public sector partnership activities to support our continued work in this space.
Inducing Positive Societal Change
At RenaissanceRe, our people are our most valuable resource and core to our success. There is a uniform commitment by executive management to foster an environment where every person on our team can succeed. The Compensation and Governance Committee is actively engaged in the oversight of these initiatives and receives regular updates from management on progress and developments.
We strive to hire talented people and invest heavily in their development to aid them in their professional and personal growth. We endeavor to provide a safe, healthy and supportive work environment that promotes the well-being of our employees and the value that they contribute to our global organization. We believe that by seeking diversity, creating equity and practicing inclusion we will build an even stronger culture and company. Our cross-functional DEI Executive Council chaired by Mr. Curtis, our Chief Underwriting Officer, sets our DEI strategy, identifying focus areas such as raising awareness of DEI throughout our organization, enhancing our recruitment and selection process, and furthering equity around leadership opportunities and development. We take a thoughtful and thorough approach to learning and discussing important DEI topics at RenaissanceRe utilizing our Think Global, Act Local framework.
We also believe that it is important to be an engaged member of the communities in which we live and work, and that CSR is good for our communities, employees and business. We execute our global CSR strategy through a locally-led philosophy, encouraging our employees to engage in volunteer activities and initiatives that make an impact in local communities while contributing to our annual global giving theme and CSR objectives for the year. We have a generous charitable donation program and primarily give through our employee matching program, global and local community grants, employee volunteerism, and our RenaissanceRe Undergraduate Scholarship Program. Additional information on our human capital resources and practices related thereto can be found in our Annual Report on Form 10-K for the year ended December 31, 2020 (the “2020 Form 10-K”).
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Director Compensation 2023 Director Compensation Table The following table sets forth information concerning compensation paid to each director who served on the Board during 2020,2023, other than Mr. O’Donnell, whose compensation as our President and Chief Executive Officer is set forth under “Executive Compensation—Executive Compensation Tables—“2023 Summary Compensation Table” below: Name | | Fees Earned or Paid in Cash(1) ($) | | Stock Awards(2) ($) | | Total ($) | David C. Bushnell | | 145,000 | | 154,894 | | 299,894 | James L. Gibbons | | 190,000 | | 304,846 | | 494,846 | Brian G. J. Gray | | 110,000 | | 154,894 | | 264,894 | Jean D. Hamilton | | 110,000 | | 154,894 | | 264,894 | Duncan P. Hennes | | 110,000 | | 154,894 | | 264,894 | Henry Klehm III | | 145,000 | | 154,894 | | 299,894 | Valerie Rahmani | | 110,000 | | 154,894 | | 264,894 | Carol P. Sanders | | 110,000 | | 154,894 | | 264,894 | Anthony M. Santomero | | 145,000 | | 154,894 | | 299,894 | Cynthia Trudell | | 110,000 | | 154,894 | | 264,894 |
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 |
(1)
| Amounts shown reflect the annual retainer and annual committee chair retainer, asretainers, described below.below, with the retainers paid to Dr. Jeworrek and Mr. Santomero pro-rated for their service on the Board during 2023. |
(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 2020,2023, 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 1717. (Stock Incentive Compensation and Employee Benefit Plans) of our 20202023 Form 10-K. These values do not represent the actual value the recipient will or has received from the award. On March 1, 2020,2023, each of Messrs. Bushnell, Gray, Gidumal, Hennes, Klehm and Santomero, Mses. HamiltonSanders and Sanders,Trudell, and Dr. Rahmani were awarded 909759 restricted shares and Mr. Gibbons was awarded 1,7891,450 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 2020 will2023 are scheduled to vest in three substantially equal annual installments beginning on March 1, 2021.2024, subject to the director’s continued service through the applicable vesting date. The aggregate number of stock awardsrestricted shares outstanding as of December 31, 20202023 for each director who served on the Board during 20202023 was as follows: Mr. Gibbons: 3,8723,473 restricted shares; Messrs. Bushnell, Gray, Hennes and Klehm and Santomero, Mses. HamiltonSanders and Sanders,Trudell, and Dr. Rahmani: 1,9151,787 restricted shares each; Mr. Gidumal: 1,453 restricted shares; Dr. Jeworrek: 783 restricted shares: and Ms. Trudell: 1,468Mr. 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. |
Director Compensation Program The CompensationGovernance and GovernanceHuman Capital Committee reviews director compensation annually. While the CompensationGovernance and GovernanceHuman 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 CompensationGovernance and GovernanceHuman 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 “Executive Compensation—Compensation Discussion and Analysis—Compensation Determination Process—Peer Group—The“The Market for Talent” below). The CompensationGovernance and GovernanceHuman 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 CompensationGovernance and GovernanceHuman Capital Committee also reviews director compensation among companies in the S&P MidCap 400 and the S&P 500 indices. In connection with its annual 20202023 review, the CompensationGovernance and GovernanceHuman Capital Committee determined to increase certain elements of non-executive director compensation, as described below.below, to maintain the Company’s competitive positioning relative to peers and the general market for directors. 38 | RenaissanceRe 2024 Proxy Statement
TABLE OF CONTENTS Annual Cash Retainers. During 2020,2023, each of our non-employee directors other than the Non-Executive Chair of the Board received an annual cash retainer of $110,000,$125,000, increased from $90,000$110,000 in 2019.2022. Our Non-Executive Chair of the Board received an annual cash retainer of $190,000, increased from $170,000 in 2019, due to the additional responsibilities and duties of his position, which are described above under “—Board Structure and Processes—Board Leadership Structure and Engagement—Role of the Non-Executive Chair of the Board.”$190,000. In addition, the36 | |
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Chairs of our Audit Committee, CompensationGovernance and GovernanceHuman Capital Committee, and Investment and Risk Management Committee each received a committee chair cash retainer of $35,000, increased from $30,000$35,000. These amounts were consistent with the amounts paid in 2019.2022. 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. Additionally, we
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. Further, theThe 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 CompensationGovernance and GovernanceHuman Capital Committee weightsweighs directors’ compensation heavily in equity-based incentive awards to further align their interests with the long-term interests of our shareholders. During 2020,2023, each non-employee director other than the Non-Executive Chair of the Board received a grant of restricted shares valued at approximately $155,000,$165,000, and the Non-Executive Chair of the Board received a grant of restricted shares valued at approximately $305,000. These$315,000. The values of these grants represented increases of $15,000 as compared towas increased by $10,000 from the 20192022 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.Director Equity Ownership Policy; No Hedging or Pledging Pursuant to our equity ownership policy for independent directors, which furthersis designed to further our goal of aligning the interests of our directors and shareholders, each of our independent directors is required to hold common shares (including vested and unvested restricted shares) having a value equal to five times his or hertheir then-current annual cash retainer or such lesser amount as the director has been granted to date. Our independent directors generally are not permitted to sell any of the equity granted to them unless they have met their ownership requirements. As of December 31, 2020,2023, all of our independent directors had satisfied their ownership requirements other than Ms. Trudell,Mr. Gidumal, who did not join the Company until May 15, 2019. Ms. Trudell is16, 2022, and Dr. Jeworrek, who did not join the Company until May 9, 2023. However, Mr. Gidumal and Dr. Jeworrek are in compliance with our guidelines because she isthey are not required to purchase shares in the open market in order to satisfy hertheir ownership requirements. In addition, our
Our directors are subject to our anti-hedging, anti-pledging and other trading policies, which prohibit transactions in our securities outside of designated “window” periods (except pursuant to previously adopted and approved Rule 10b5-1 plans), hedging the market value of any of our securities, and short sales of, or margin loans on, our securities. We believe that each of our directors is in compliance with our anti-hedging, anti-pledging and other trading policies. RenaissanceRe 2024 Proxy Statement | 39
Table of ContentsTABLE OF CONTENTS
Our executive officers provide functional oversight of our business units and have primary responsibility for setting Company policy and decision-making authority. Our executive officers, as defined in the Exchange Act, include our Chief Executive Officer, Chief Financial Officer, Chief Portfolio Officer, Group Chief Underwriting Officer, Group Chief Risk Officer and Group General Counsel, Chief Investment Officer, and Chief Accounting Officer. | Kevin J. O’Donnell
Age: 54
President and Chief Executive Officer
Age: 57 | | | Kevin J. O’Donnell
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. |
Mr. O’Donnell
Executive Vice President
and Chief Financial Officer
Age: 62 | | | Robert Qutub
Mr. Qutub 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 also 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. | Robert Qutub
Age: 59
Executive Vice President and Chief Financial Officer since August 2016. Prior to joining RenaissanceRe, Mr. Qutub served as Chief Financial Officer and Treasurer for MSCI Inc., a leading provider of portfolio construction and risk management tools and services for global investors, from July 2012 to May 2016. Prior to MSCI Inc., Mr. Qutub was with Bank of America from November 1994 to June 2012, where he held several segment Chief Financial Officer roles. He has served on the Board of Directors of USAA Federal Savings Bank since June 2014 and also served in the United States Marine Corps. |
Executive Vice President
and Chief Portfolio Officer
Age: 51 | | | Ross A. Curtis
Mr. Curtis has served as our Chief Portfolio Officer since January 2023 and Executive Vice President since May 2020. Mr. Curtis has served in a number of roles since joining the Company in 1999 as a Catastrophe Reinsurance Analyst, including Group Chief Underwriting Officer from 2014 to 2022, Chief Underwriting Officer of European Operations based in London from 2010 to 2014 and Senior Vice President of Renaissance Reinsurance Ltd. in Bermuda, primarily responsible for underwriting the international and retrocessional property catastrophe portfolios and assisting in the development of our specialty reinsurance lines, from 2006 to 2010. |
40 | RenaissanceRe 2024 Proxy Statement
TABLE OF CONTENTS Mr. Qutub
Executive Vice President
and Group Chief
Underwriting Officer
Age: 49 | | | David Marra
Mr. Marra has served as our Executive Vice President and Chief Financial Officer since August 2016. Prior to joining RenaissanceRe, Mr. Qutub served as Chief Financial Officer and Treasurer for MSCI Inc., a leading provider of portfolio construction and risk management tools and services for global investors, from July 2012 to May 2016. Prior to MSCI Inc., Mr. Qutub was with Bank of America from November 1994 to June 2012, where he held several segment Chief Financial Officer roles. He has served on the Board of Directors of USAA Federal Savings Bank since June 2014 and also served in the United States Marine Corps. | Ross A. Curtis
Age: 48
Executive Vice President and Group Chief Underwriting Officer since January 2023. Mr. Marra has served in a number of roles since joining the Company in 2008 as a Vice President, including Senior Vice President and Chief Underwriting Officer – Casualty & Specialty from 2014 to 2022, and President of Renaissance Reinsurance U.S. Inc. from 2016 to January 2023. Mr. Marra has over 25 years of insurance and reinsurance experience, including more than 15 years in the Bermuda reinsurance market in various underwriting and actuarial positions. |
Mr. Curtis
Executive Vice President, Group General Counsel
and Corporate Secretary
Age: 57
| | | Shannon L. Bender
Ms. Bender has served as our Group Chief Underwriting Officer since July 2014 and Executive Vice President since May 2020. Mr. Curtis has served in a number of roles since joining the Company in 1999 as a Catastrophe Reinsurance Analyst, including Chief Underwriting Officer of European Operations based in London from 2010 to 2014 and Senior Vice President of Renaissance Reinsurance Ltd. in Bermuda, primarily responsible for underwriting the international and retrocessional property catastrophe portfolios and assisting in the development of our specialty reinsurance lines, from 2006 to 2010.38 | |
Table of Contents
| Ian D. Branagan
Age: 53
Executive Vice President and Group Chief Risk Officer
|
Mr. Branagan has served as our Group Chief Risk Officer since 2009 and as Executive Vice President since May 2020. Mr. Branagan joined the Company in 1998 to open our Dublin office, later relocating to Bermuda with additional responsibilities for underwriting risk and modeling across our (re)insurance operations. Mr. Branagan subsequently assumed the responsibility of managing risk globally, including as Head of Group Risk Modeling in 2005 and, in 2013, relocated to our London office. Prior to joining the Company, Mr. Branagan led the international activities of Applied Insurance Research Inc. (“AIR”), which included the development and marketing of AIR’s catastrophe models and tools.
| Shannon L. Bender
Age: 54
Senior Vice President, Group General Counsel and Corporate Secretary since joining the Company in January 2021 and as Executive Vice President since June 2022, when she was promoted from Senior Vice President. Prior to joining RenaissanceRe, Ms. Bender served as Senior Vice President and Chief Corporate Counsel of CIT Group Inc. (“CIT”), a publicly listed financial and bank holding company. Prior to working at CIT, Ms. Bender was a Partner at Fried, Frank, Harris, Shriver & Jacobson LLP in New York. |
Ms. Bender has served as our Senior Vice President, Group General Counsel and Corporate Secretary since joining the Company in January 2021. Prior to joining RenaissanceRe, Ms. Bender served as Senior Vice President and Chief Corporate Counsel of CIT Group Inc.
| Sean G. Brosnan
Age: 45
Senior Vice President and Chief Investment Officer
Age: 48 | | | Sean Brosnan
Mr. Brosnan has served as our Senior Vice President and Chief Investment Officer since April 2017. Mr. Brosnan has served in a number of roles since joining the Company in 2004, including Vice President, Managing Director of Investments from 2012 to 2017 and Chief Executive Officer of Renaissance Reinsurance of Europe Unlimited Company from 2014 to 2017. Prior to joining the Company, Mr. Brosnan worked in investment and finance positions at Irish Life Investment Managers and Bank of Ireland. Mr. Brosnan is a Chartered Certified Accountant and a CFA Charterholder. |
Mr. Brosnan has served as our Senior Vice President and Chief Investment Officer since April 2017. Mr. Brosnan has served in a number of roles since joining the company in 2004, including Vice President, Managing Director of Investments from 2012 to 2017 and Chief Executive Officer of Renaissance Reinsurance of Europe Unlimited Company from 2014 to 2017. Prior to joining the Company, Mr. Brosnan worked in investment and finance positions at Irish Life Investment Managers and Bank of Ireland. Mr. Brosnan is a Chartered Certified Accountant and a CFA Charterholder.
| James C. Fraser
Age: 45
Senior Vice President and Chief Accounting Officer |
Mr. Fraser has served as our Senior Vice President and Chief Accounting Officer since December 2016. He joined RenaissanceRe in 2009, and served as our Vice President and Head of Internal Audit from 2011 through 2016. Prior to joining the Company, Mr. Fraser worked in finance and risk management positions at XL Capital and Deloitte. Mr. Fraser is a Chartered Professional Accountant and a Certified Internal Auditor.
2021 Proxy Statement
Age: 48 | 39 | | James C. Fraser
Mr. Fraser has served as our Senior Vice President and Chief Accounting Officer since December 2016. He joined RenaissanceRe in 2009 and served as our Vice President and Head of Internal Audit from 2011 through 2016. Prior to joining the Company, Mr. Fraser worked in finance and risk management positions at XL Capital and Deloitte. Mr. Fraser is a Chartered Professional Accountant and a Certified Internal Auditor. |
RenaissanceRe 2024 Proxy Statement | 41
Table of ContentsTABLE OF CONTENTS
Executive Compensation | PROPOSAL 2 | | | PROPOSAL 2 | | | | | | Advisory Vote on the Compensation of our Named
Executive Officers | | | The Board unanimously recommends that shareholders vote FORthe approval of the compensation of the Company’s named executive officers, as disclosed in the compensation discussionCompensation Discussion and analysis,Analysis, compensation tables and narrative discussion contained in this proxy statement. |
Overview of Proposal We are submitting to our shareholders an advisory vote, commonly known as a “say-on-pay” proposal, to approve the compensation of our named executive officers as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K. This advisory vote gives shareholders a mechanism to convey their views about our executive compensation program and policies. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement. The following resolution will be submitted for a shareholder vote at our Annual Meeting: “ RESOLVED, that the shareholders of the Company approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the proxy statement for the Company’s Annual General Meeting pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.” Recommendation
We currently hold say-on-pay votes annually, and Vote Requiredwe expect to hold the next such vote at our 2025 Annual Meeting. The Board urges you to review carefully the information under the heading “Executive Compensation” in this proxy statement and to vote, on an advisory basis, to approve the compensation of our named executive officers. Although your vote on executive compensation is not binding on the Board or the Company, the Board values the views of the Company’s shareholders. The Board and the CompensationGovernance and GovernanceHuman Capital Committee will review the results of the vote and take them into consideration in addressing future compensation policies and decisions. Approval of this proposal requires the affirmative vote of a majority of the votes cast at the Annual Meeting and entitled to vote thereon.
40 | |
42 | RenaissanceRe 2024 Proxy Statement
TableTABLE OF CONTENTS
Letter from the Corporate Governance and Human Capital Management Committee Dear Fellow Shareholders, On behalf of ContentsRenaissanceRe’s entire Board of Directors, we want to thank you for your continued investment in our company and your support of our leadership team during this past year. As members of the Governance and Human Capital Committee, we have been thoughtful in designing an executive compensation program that drives value for you, our shareholders. Our program ties a significant portion of the compensation of our Chief Executive Officer and other named executive officers to the Company’s short- and long-term performance, and the incentives we utilize are designed to directly support our strategy and risk management practices, encourage operational and financial consistency over market cycles and promote our team-based approach. We are proud of the strategic milestones our Company achieved during 2023, including the completion of the Validus acquisition in November. The acquisition and its quick completion would not have been possible without our Chief Executive Officer and other continuing named executive officers, who successfully executed the transaction with financial terms that made it immediately accretive to shareholders upon completion. We believe the acquisition marks a transformative point in our Company’s strategy as a global property and casualty reinsurer, as it provides additional scale, increases our importance with customers and brokers and presents the Company with significant opportunity to grow in the years ahead. In recognition of this opportunity, this past November, the committee determined to grant a performance recognition award to our Chief Executive Officer in the form of a performance share award and a restricted share award. We thoughtfully designed this award to support leadership continuity, encourage retention and incentivize the successful integration of Validus and future outperformance by creating a structure that is rigorous and distinct from our annual compensation plan in terms of the metric, targets, performance period and management objectives. We also granted separate performance recognition awards to the other continuing named executive officers that played an integral role in the acquisition with terms similar to our annual performance share awards. The Company engaged with shareholders this past year to seek their perspectives on our overall approach to executive compensation, as well as the performance recognition awards. The Chair of the Governance and Human Capital Committee participated in a number of these meetings and shared shareholder feedback with the Committee and our full Board. We believe the current structure of the award reflects shareholders’ preference for a rigorous, meaningful incentive to incentivize outperformance over the long-term, support leadership continuity during the critical integration period and recognize the importance of successful execution of key performance objectives that we believe will maximize the value of the acquisition. In response to shareholder feedback, we have provided enhanced disclosure around our rationale for granting the awards and the strategic terms and performance conditions we chose for the awards in this proxy statement. We encourage you to review the following “Compensation Discussion and Analysis”. We remain committed to ongoing shareholder engagement so that our compensation practices continue to reflect shareholder input. Sincerely, Henry Klehm, III, Chair
Cynthia Trudell
David Bushnell RenaissanceRe 2024 Proxy Statement | 43
TABLE OF CONTENTS Compensation Discussion and Analysis Our named executive officers for purposes of this proxy statement are: Kevin J. O’Donnell
President
and Chief
Executive
Officer | | | Robert Qutub
Executive
Vice President
and Chief
Financial Officer | | | Ross A. Curtis
Executive
Vice President
and Chief
Portfolio Officer | | | David Marra
Executive
Vice President
and Group Chief
Underwriting
Officer | | | Shannon L. Bender
Executive
Vice President,
Group General
Counsel and
Corporate
Secretary | | | Ian D. Branagan
former
Executive Vice
President and
Group Chief
Risk Officer |
Kevin J. O’Donnell, our President and Chief Executive Officer;
Robert Qutub, our Executive Vice President and Chief Financial Officer;
Ross A. Curtis, our Executive Vice President and Group Chief Underwriting Officer;
Ian D. Branagan, our Executive Vice President and Group Chief Risk Officer; and
Stephen H. Weinstein, our former Executive Vice President, Group General Counsel, Corporate Secretary and Chief Compliance Officer until his departure on December 31, 2020.
Executive Summary Our Strategy and Compensation Philosophy We aspire
RenaissanceRe is a global provider of reinsurance and insurance. Our mission is to be the world’s best underwriter by matching well-structured risksmatch desirable risk with efficient sourcescapital to achieve our vision of capital, and our mission isbeing the best underwriter. We believe that this will allow us to produce superior returns for our shareholders over the long term.term, and to enable our purpose of protecting communities and enabling prosperity. We seek to accomplish these goals by (i) being a trusted, long-term partner to our customers for assessing and managing risk, (ii) delivering responsive and innovative solutions, (iii) leveraging our core capabilities of risk assessment and information management, (iv) investing in these core capabilities in order to serve our customers across market cycles, and (v) keeping our promises. Our strategy for achieving these objectives, which is supported by our core values, our principles and our culture, is to operatefocuses on operating as an integrated system of what we believe are our three competitive advantages: superior risk selection, superior customer relationships superior risk selection and superior capital management. We have a team-based approach to leading, managing and operating the Company. Our executives develop and implement our strategy on a Company-wide basis, in addition to being responsible for their specific business units and functions. Our executive compensation program reflectsis designed to reflect this approach, rewarding executives based on overall Company performance. | Our executive compensation program is designed to: | | We do this by: | | •
•
•
•
| support our strategy and risk-management practices;
align the interests of our executives with the long-term interests of our shareholders;
encourage operational and financial consistency over the market cycles and earnings volatility that are inherent and unique to our industry; and
promote our team-based approach.
| | •
•
•
| making a meaningful portion of named executive officer compensation at-risk pay through annual incentive bonuses and long-term incentive awards;
rewarding our named executive officers based primarily on our overall performance rather than the performance of individual business units or functions; and
requiring our named executive officers to own a significant number of our shares and prohibiting pledging, hedging and similar transactions of our shares.
|
TableOver the last several years, we have executed on our multi-year strategy to transform our business and position RenaissanceRe to succeed in the rapidly evolving reinsurance market. On November 1, 2023, we completed the Validus acquisition, which was immediately accretive to our shareholders. We believe that the Validus acquisition further accelerated our strategy as a global property and casualty reinsurer, providing additional scale and increasing our importance with customers and brokers. Through the Validus acquisition, we gained access to a large, attractive book of Contentsreinsurance business that was closely aligned with our existing business mix, accelerating our growth in a favorable market. We believe our increased scale following the Validus acquisition positions us among the five largest global property and casualty reinsurers. Our Chief Executive Officer and other continuing named executive officers were instrumental in driving the financial terms of the transaction and its successful execution, as well as the ongoing integration of Validus. Over the last 10 years, we have made key strategic decisions to build the capabilities and scale that we believe will allow us to generate superior returns in an evolving marketplace. We have differentiated and selectively grown our underwriting portfolio in response to market conditions and the ongoing impacts of climate change. Over time, we have successfully grown our three principal drivers of profit: underwriting income; fee income; and investment income. We believe the successful implementation of our strategy is a reflection of the experience and skill of our leadership, including our named executive officers, along with our superior underwriting expertise. With these
44 | RenaissanceRe 2024 Proxy Statement
TABLE OF CONTENTS 2020
changes and our general increase in scale, we have become a more complex organization, requiring enhanced management and Board oversight to appropriately align our enterprise risk management to maximize shareholder returns and support the long-term sustainability of the Company. 2023 Executive Compensation Highlights To achieve the goals of our executive compensation program, the CompensationGovernance and GovernanceHuman Capital Committee has developedties a target pay mix forsignificant portion of the compensation of our Chief Executive Officer and other named executive officers that ties a significant portion of their compensation to the Company’s short- and long-term performance. We measure success against a mix of key performance metrics, the majority of which are objectively measurable. We believe this mix of metrics aligns the interests of our executives and shareholders and rewards our Chief Executive Officer and other named executive officers for delivering strong performance on our strategic plan without incentivizing excessive risk taking. | | | | Compensation Component* | | Description | | Benchmarks/Metrics | | | | Salary
| | Fixed component of compensation | | Reflects expertise and scope of responsibilities in a competitive market for executive talent | | | | Annual Incentive Bonus
| | Annual, at-risk cash incentive program designed to promote achievement of financial metrics and strategic accomplishments against pre-defined targets that support long-term growth and operational efficiencies | | • One-year performance period
• Metrics:
• Combined ratio rank (relative to peers) (16.7%)
• Ratio of operating return on average common equity to peer median (33.3%)
• Ratio of actual gross premiums written to budget (16.7%)
• Board-approved strategic accomplishments (33.3%)
| | | | Long-Term Incentive Awards | | At-risk, long-term, equity-based compensation to encourage multi-year performance and retention | | | | | Performance Shares
| | • Subject to both performance-and service-based vesting
• Comprise 50% of long-term incentive awards for all named executive officers
| | • Three-year performance/vesting period
• Metrics:
• Average growth in book value per common share plus change in accumulated dividends (75%)
• Average underwriting expense ratio rank compared to peers (25%)
| | | Time-Vested Restricted Shares
| | • Subject to service-based vesting | | • Four-year vesting period (equal annual installments) |
* | 2020 Target Pay Mix for CEO and Average Target Pay Mix for Other Named Executive Officers. |
42 | |
2023 Annual Target Pay Mix
RenaissanceRe 2024 Proxy Statement | 45
Table of ContentsTABLE OF CONTENTS
The CompensationGovernance and GovernanceHuman Capital Committee does not mandate a specific allocation among the compensation components, but believes that a majority of total direct compensation should be at-risk and subject to the achievement of performance objectives and/or our stock price performance as well as service-based criteria. While all of our named executive officers have a significant portion of their compensation at-risk, their annual target pay mix varies in accordance with their roles and responsibilities. Mr. O’Donnell has the highest overall percentage of performance-based and at-risk pay, followed by the other continuing named executive officers, who report to Mr. O’Donnell and are members of our management governance committee, along with Mr. O’Donnell.The Governance and Human Capital Committee conducted an in-depth assessment of the competitive pay environment in 2023 with input from its independent compensation consultant, Mercer, and determined that the compensation program continued to reflect the needs of the Company, with the majority of executive pay being at-risk and subject to successful execution against pre-set performance metrics. The annual target pay mixes for the named executive officers were generally consistent with the prior year, except for Mr. Marra and Ms. Bender, whose target pay mixes became more heavily weighted towards at-risk pay, as their roles changed and responsibilities increased during the year, with Mr. Marra being promoted to Executive Vice President and Group Chief Underwriting Officer and joining the management governance committee in January 2023, and Ms. Bender being promoted to Executive Vice President, Group General Counsel and Corporate Secretary and joining the management governance committee in June 2022. The details of the pay mix are discussed below under “Principal Components of Our Executive Compensation Program.” In November 2023, we granted performance recognition awards to our continuing named executive officers. Those awards are excluded from the target pay mix in the charts below as they do not represent an annual component of compensation and are described in more detail in “2023 Performance Recognition Awards” below. The annual target pay mix for our Chief Executive Officer and each of our other continuing named executive officers for 2023 was: Due to rounding, percentages may not total precisely. |
46 | RenaissanceRe 2024 Proxy Statement
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2023 Performance Recognition Awards Following the successful acquisition of ContentsValidus in November 2023, the Governance and Human Capital Committee granted performance recognition awards to Mr. O’Donnell and the other continuing named executive officers. The awards are intended to incentivize significant outperformance, support leadership continuity through the critical integration period of Validus and recognize the significant additional managerial and oversight responsibilities taken on by our Chief Executive Officer that will be required to maximize the value of the Validus acquisition. RenaissanceRe 2024 Proxy Statement | 47
TABLE OF CONTENTS Link Between Pay and Performance for 20202023 When reviewing the performance and considering the compensation of our named executive officers, the CompensationGovernance and GovernanceHuman Capital Committee considers our strategic, operational and financial performance over both the short and long term. The CompensationGovernance and GovernanceHuman Capital Committee evaluates and sets rigorous performance goals that are designed to be rigorous, with the goals set at the time of grant for all performance-based compensation. In 2020, in a time of unprecedented disruption due to the COVID-19 pandemic and significant weather-related loss events,2023, we benefitedbenefitted from strong execution of our consistent long-term strategy. ReflectingWe believe that the volatilityValidus acquisition further accelerated our strategy at a critical juncture in the markets and industry,reinsurance cycle. With respect to the performance metrics applicable to our resultingannual incentive bonus, we saw strong performance against our 2020 compensation metrics:strategic plan, with the highest operating return on average common equity in our peer group, the best combined ratio in our peer group, and gross premiums written relative combined ratio, growthabove budget. As a result, our 2023 annual incentive bonuses paid out at 182% of target. For metrics applicable to our performance share awards, we achieved above-target performance on both metrics – average change in tangible book value per common share plus change in accumulated dividends over the three-year performance cycle and total shareholder return, as well as our strategic goals, all of which were determined prior to the onset of the COVID-19 pandemic, led to varied outcomes. We saw substantial growth in gross premiums written and tangible book value per common share plus change in accumulated dividends, a relatively strong combinedthree-year average underwriting expense ratio rank compared to peers, and total shareholder return in line with our peer group, with operating return on average common equity falling somewhat short of the peer median.peers. As a result, our 2020 annual incentive bonusesperformance shares for the 2021 to 2023 performance period paid out at approximately target190%. The graphic below provides supplemental disclosure and our 2020 performance share payouts ranged from below target to maximum, depending onshould not be viewed as a substitute for the metric. disclosure included in “Pay Versus Performance.”
| (1)
| Operating return on average common equity and growth in tangible book value per common share plus change in accumulated dividends areis a non-GAAP financial measures.measure used in our annual incentive bonus program. A reconciliation of non-GAAP financial measures is included in “Appendix A.” |
(2)
| (2)The calculation of these metrics is described in more detail in “2023 Performance Share Metrics” below. |
48 | RenaissanceRe 2024 Proxy Statement
TABLE OF CONTENTS Executive Compensation Best Practices We have always been, and remain, committed to continually reviewing and improving our executive compensation program to reflect the views of our shareholders and implement commonly-viewed best practices. Some highlights of the best practices we have implemented in our executive compensation program include the following:
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