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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. |
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 Governance and Human 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.
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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 our
President
and Chief
Executive Officer; | ●
Officer | | | Robert Qutub our
Executive
Vice President
and Chief
Financial Officer; | ●Officer | | | Ross A. Curtis our
Executive
Vice President
and Chief
Portfolio Officer | | | David Marra
Executive
Vice President
and Group Chief
Underwriting Officer; | ●
Officer | | | Shannon L. Bender
Executive
Vice President,
Group General
Counsel and
Corporate
Secretary | | | Ian D. Branagan our
former
Executive Vice
President and
Group Chief
Risk Officer; and | ● | Sean G. Brosnan, our Senior Vice President and Chief Investment Officer.Officer |
Our Strategy and Compensation Philosophy RenaissanceRe is a global provider of reinsurance and insurance. Our mission is to match desirable well-structured risksrisk with efficient sources of 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 protectenable our purpose of protecting communities and enableenabling 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 focuses on operating as an integrated system of three competitive advantages: superior risk selection, superior customer relationships 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.
|
Over 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 reinsurance 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
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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 Contents2021the Company.
2023 Executive Compensation Highlights To achieve the goals of our executive compensation program, the Governance and Human 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. The target pay mix varies among our named executive officers, reflecting their various roles within the organization. Mr. O’Donnell has the greatest proportion of his compensation tied to performance, followed by Messrs. Qutub, Curtis and Branagan, who report to Mr. O’Donnell and are the members of our management governance committee along with Mr. O’Donnell, and finally Mr. Brosnan, who reports to Mr. Qutub and is not a member of the management governance committee.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. 2023 Annual Target Pay Mix
RenaissanceRe 2024 Proxy Statement | 45
TABLE OF CONTENTS | Short Term | Long Term | | | At-Risk Pay | | Salary | Annual Incentive Bonus | Long-Term Incentive Awards | | | | | Time-Vested Restricted Shares | Performance Shares | | Fixed component of compensation | 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 | At-risk, long-term, equity-based compensation to encourage multi-year performance and retention | ● Subject to service-based vesting
● Comprise 50% of long-term incentive awards for almost all named executive officers (100% for Mr. Brosnan)
| ● Subject to both performance-and service-based vesting
● Comprise 50% of long-term incentive awards for almost all named executive officers (0% for Mr. Brosnan)
| | Reflects expertise and scope of responsibilities in a competitive market for executive talent | ● 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%)
| ● Four-year vesting period (equal annual installments) | ● Three-year performance/ vesting period
● Metrics:
● Average change in book value per common share plus change in accumulated dividends (75%)
● Average underwriting expense ratio rank compared to peers (25%)
|
The Governance and Human Capital Committee does not mandate a specific allocation among the compensation components, but believes that a majority of total direct compensation should be at-risk and subject to the achievement of performance objectives and/or our stock price performance as well as service-based criteria. While all of our named executive officers have a significant portion of their compensation at-risk, the percentagetheir annual target pay mix varies among our named executive officers.in accordance with their roles and responsibilities. Mr. O’Donnell has the highest overall percentage of performance-based and at-risk pay, followed by Messrs. Qutub, Curtis and Branagan. Mr. Brosnan’s percentage of at-risk pay is somewhat lower due to a different mix of short- and long-term incentives, consistent withthe other senior leaders in the organization at similar levels.Over 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. We have differentiated and selectively grown our underwriting portfolio in response to market conditions and the ongoing impacts of climate change. In addition, we have seen achieved significant growth in our investment portfolio and third-party capital management business. We believe the successful implementation of our strategy is a reflection of the experience and skill of our leadership, including ourcontinuing named executive officers, who have a combined 95 yearsreport to Mr. O’Donnell and are members of experience at RenaissanceRe,
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and that these qualities,our management governance committee, along with our superior underwriting and the expertise of our RenaissanceRe Risk Sciences Inc. subsidiary, make us uniquely positioned. With these changes and our overall increase in scale, we are a more complex, matrixed organization requiring enhanced management oversight to ensure our controls and risk environment are appropriately aligned to maximize shareholder returns and ensure the long-term sustainability of the Company.
Reflecting on these changes, theMr. O’Donnell.
The Governance and Human Capital Committee conducted an in-depth assessment of the competitive pay environment in 20212023 with input from its independent compensation consultant, Mercer, and determined that eachthe compensation program continued to reflect the needs of our named executive officers would receive an increase in their target compensation. For named executive officers other than Mr. O’Donnell, the increases were driven by increases in target annual incentive opportunities,Company, with a smaller portion coming from salary increases, aligning with our focus on having the majority of executive pay bebeing at-risk and subject to successful execution against rigorous, pre-set performance metrics. Mr. O’Donnell’s targetThe annual incentive bonus as a percent of salary did not change. Following these compensation changes, the target pay mixes for the named executive officers were generally consistent with the prior years.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 increasespay mix are discussed below under “—Principal“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 20212023 was: Kevin J. O’Donnell
Robert Qutub
Ross A. Curtis
Ian D. Branagan
Sean G. Brosnan
*
| Due to rounding, percentages may not total precisely. |
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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 20212023 When reviewing the performance and considering the compensation of our named executive officers, the Governance and Human Capital Committee considers our strategic, operational and financial performance over both the short and long term. The Governance and Human Capital Committee evaluates and sets rigorous performance goals that are designed to be rigorous, with the goals set at the time of grant for all performance-based compensation. In 2021, as2023, we benefitted from strong execution of our consistent long-term strategy. We believe that the Validus acquisition further accelerated our strategy at a result of significant weather-related loss events and the volatilitycritical 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 2021 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, andabove 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 as well as our strategic goals – led to varied outcomes. We saw substantial growth in gross premiums written, but combinedover the three-year performance cycle and three-year average underwriting expense ratio rank compared to peers and operating return on average common equity fell short of the peer median, and tangible book value per common share plus change in accumulated dividends was impacted by our share repurchases during the year.peers. As a result, our performance shares for the 2021 annual incentive bonusesto 2023 performance period paid out at less than target190%. The graphic below provides supplemental disclosure and our performance shares that paid out based on our 2021 performance were entirely forfeited. should not be viewed as a substitute for the disclosure included in “Pay Versus Performance.”
(1)
| Operating return on average common equity and change 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.” | | |
48(2)
| The calculation of these metrics is described in more detail in “2023 Performance Share Metrics” below. |
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Our 2021 performance represented a continuation
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 success over time. Sinceshareholders and implement commonly-viewed best practices. Some highlights of the best practices we have implemented in our executive compensation program include the following: | | | | | | | | | | | | 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 |
| | | | | | | | | | | | No Tax Gross-ups for Excise Taxes or Perquisites | | | | | No Special Retirement Arrangements for Executive Officers | | | | | No Option or Stock Appreciation Rights Repricing | | | | | No Hedging, Pledging or Unapproved Trading Plans | | | | | No Dividends or Dividend Equivalents Paid on Unvested Performance Shares | | | | | No Vesting of Performance Shares if Threshold Performance Not Met | | | |
Shareholder Engagement We recognize the value of engaging in a dialogue with our shareholders to solicit their views and input. Our ongoing engagement includes interactions led by our investor relations team with many of our largest shareholders, and regular participation by members of our executive leadership in investor conferences. Members of senior management also engage with investors in meetings that are primarily focused on corporate governance, executive compensation, and sustainability topics, some of which are led by an independent director. Our Board appreciates the insights gained in these discussions and receives a summary of shareholder engagement at each quarterly Board meeting. The Governance and Human Capital Committee is also provided with a detailed summary of direct shareholder communications at each quarterly committee meeting. RenaissanceRe 2024 Proxy Statement | 49
TABLE OF CONTENTS In early 2024, we conducted targeted governance-focused outreach to shareholders representing 53% of shares outstanding and engaged with all shareholders who accepted the outreach request, encompassing 39% of shares outstanding. Of these meetings, the Chair of the Governance and Human Capital Committee, Mr. O’Donnell was namedHenry Klehm, III, alongside members of the senior management team, led engagements with shareholders representing 18% of shares outstanding. Discussions focused on key business, compensation and board topics, with an emphasis on the Validus acquisition, recently granted performance recognition awards for executives and the Company’s approach to board structure and composition. Investors generally expressed understanding and were supportive of the Governance and Human Capital Committee’s rationale for granting the performance recognition awards, which are intended to incentivize outperformance, support leadership continuity through the critical integration period of Validus and recognize the significant additional responsibilities taken on by our Chief Executive Officer in 2013, we have performed strongly on key financial metrics. He has ledto maximize the Company to become a diversified reinsurer with an innovative and flexible operating platform. Overvalue of acquisition. Regarding the past five years, our gross premiums written grew at a CAGRstructure of 27% and our total shareholder return grew at a CAGR of 5%, while ourthe Chief Executive Officer’s totalperformance recognition award, investors sought clarity on its differentiation from the performance-based incentives granted as part of the annual compensation grew at a CAGRprogram, as well as the specific metrics tied to the management-related performance objectives for Mr. O’Donnell. In response to shareholder feedback heard during these meetings, we have provided additional detail regarding the unique metrics, time horizon, rigor and performance evaluation of only 3%. The graph below illustrates the alignment of Mr. O’Donnell’s pay withperformance recognition awards in comparison to our performance duringannual compensation program, and the past five years.
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The effectiveness of our pay-for-performance philosophy is further illustrated byGovernance and Human Capital Committee’s rationale for the graphs below, which show the alignment of our Chief Executive Officer’s three-year realizable pay with return on average common equity, changeaward structure. See “2023 Performance Recognition Awards” in book value per common sharethis “Compensation Discussion and combined ratio over the same period. Each graph is based on the most recently available complete compensation peer group proxy data. As shown below, on each of these key strategic metrics, our Chief Executive Officer’s realizable pay over the last three years was aligned with our performance versus our peers:
3-Year Realizable Pay vs. 3-Year ROACE Average Performance Rank(1) | | 3-Year Realizable Pay vs. 3-Year BVPS Growth Performance Rank(1) | | | | | | |
Realizable Pay vs. 3-Year Average GAAP
Combined Ratio Performance Rank | |
Source: S&P Capital IQ databases.
(1) | The financial ratios used above are calculated using the closest GAAP financial measures to the financial metrics used in various components of our executive compensation program. “3-Year Realizable Pay” is defined as the sum of: (i) base salary earned in each fiscal year, (ii) actual bonus payout for each fiscal year (including discretionary, sign-on and special bonuses), (iii) in-the-money value, at December 31, 2021, of all options granted during the three-year period, (iv) full value, at December 31, 2021, of all restricted shares/units granted during the three-year period and (v) full value, at December 31, 2021, of all performance shares/units granted during the three-year period (using the actual shares earned for completed performance cycles and the target number of shares for cycles that are ongoing). Time periods for pay are based on the most recent available information (2016-2020 for peers and 2017-2021 for RenaissanceRe). Time periods for performance are based on the most recent available information (2017-2021 for peers and RenaissanceRe, unless otherwise noted). | | |
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Our Say-on-Pay Vote 2023 Say-on-Pay Vote Results from2017 to 2021 Result
| | The
| We believe the results of the annual advisory “say-on-pay” vote at our 20212023 Annual General Meeting of Shareholders, where approximately 95%94% of the votes cast were in support of the compensation of our named executive officers, indicate strong shareholder support of our programs. For a discussion After considering the 2023 say-on-pay results as well as the feedback received during our engagement with shareholders, the Governance and Human Capital Committee determined that the Company’s executive compensation philosophies and objectives and compensation elements continued to be appropriate and did not make any changes to the structure of our shareholder outreach efforts, please see “Corporate Governance—Board Structure and Processes—Director Engagement—Shareholder Engagement.” the Company’s executive compensation program in response to the 2023 say-on-pay vote. |
Compensation Determination Process In order to ensure that we maintaindesign an executive compensation program that aligns the interests of our executives with the long-term interests of our shareholders, our Governance and Human Capital Committee leads a rigorous and continuous process evaluating our executive compensation program throughout the year. 50 | RenaissanceRe 2024 Proxy Statement
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Role of GovernanceRoles and Human Capital CommitteeOur Governance and Human Capital Committee establishes and oversees our executive compensation philosophy and has primary responsibility for overseeing executive compensation policies and programs. The Governance and Human Capital Committee is responsible for determining all aspects of our Chief Executive Officer’s compensation and for approving compensation for all other named executive officers, after reviewing the Chief Executive Officer’s recommendations with respect to those executives. The Governance and Human Capital Committee’s responsibilities with respect to compensation are set forth in its charter, and are described in more detail above under “Corporate Governance—Board Structure and Processes—Committees of the Board—Corporate Governance and Human Capital Management Committee.”
The Governance and Human Capital Committee meets at least quarterly and meetings may include other members of the Board, members of management and third-party advisors. A portion of each meeting is spent in executive session in which no members of management are present. Only members of the Governance and Human Capital Committee may vote on committee matters. Responsibilities 52 | | | | | | Governance and Human Capital Committee
| | | | | | | | | | | | | | | | | | | | Our Governance and Human Capital Committee establishes and oversees our executive compensation philosophy and has primary responsibility for overseeing executive compensation policies and programs
• Determines all aspects of our Chief Executive Officer’s compensation
• Approves compensation for all other named executive officers, after considering the Chief Executive Officer’s recommendations
• Meets at least quarterly, and meetings may include other members of the Board, members of management and third-party advisors
• Conducts an executive session at each meeting with no members of management present
• Only committee members may vote on committee matters
• The Governance and Human Capital Committee’s responsibilities with respect to compensation are set forth in its charter, and are described in more detail above under “Corporate Governance and Human Capital Management Committee” | | | |
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Role of Compensation Consultants
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.
During 2021, the Governance and Human Capital Committee renewed its engagement of Mercer, a wholly owned subsidiary of Marsh & McLennan Companies, Inc. (“Marsh”). Other subsidiaries of Marsh acted as a broker or agent with respect to 30.0% of our gross premiums written and 24.2% of ceded written premiums in 2021. No member of management or the Governance and Human Capital Committee has any contractual or pecuniary arrangement with Mercer. During 2021, Mercer performed compensation advisory and other services on behalf of the Governance and Human Capital Committee and the Company. We incurred fees in 2021 in respect of these engagements totaling approximately $476,000. The Governance and Human Capital Committee approved fees for all compensation or related advisory services.
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. In reaching this conclusion, the Governance and Human Capital Committee considered the factors relevant to Mercer’s independence from management, including the factors set forth in the NYSE listing standards.
Role of Management
Our executive officers and key members of our human resources function help support the Governance and Human Capital Committee’s executive compensation process, and the Chief Executive Officer regularly attends and participates in portions of the Governance and Human Capital Committee’s meetings. He provides the Governance and Human Capital Committee with strategic context regarding our products, underwriting and operational risks, strategy and performance, and shareholder value-creation over time. Our Chief Executive Officer also advises the Governance and Human Capital Committee on matters such as the alignment of our incentive plan performance measures with our overall strategy and the impact of the design of our equity incentive awards on our ability to attract, motivate and retain highly talented executive officers. The Chief Executive Officer also makes recommendations regarding the compensation of executive officers who report to him, including our named executive officers, and reports to the Governance and Human Capital Committee regarding his evaluation of their performance. In addition, our executive officers collaborate on the development of our strategic plan, which the Governance and Human Capital Committee uses as the basis for setting the goals and targets for our performance-based compensation.
2022 Proxy Statement | 53 | | | | | 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 | | | |
| | | | | | Management
| | | | | | | | | | | | | | | | | | Our executive officers and key members of our human resources function help support the Governance and Human Capital Committee’s executive compensation process, and collaborate on the development of our strategic plan, which the Governance and Human Capital Committee uses as the basis for setting the goals and targets for our performance-based compensation Chief Executive Officer
• Regularly attends and participates in portions of the Governance and Human Capital Committee’s meetings
• Provides the Governance and Human Capital Committee with strategic context regarding our products, underwriting and operational risks, strategy and performance, and shareholder value-creation over time
• Collaborates with the Governance and Human Capital Committee on matters such as the alignment of our incentive plan performance measures with our overall strategy and the impact of the design of our equity incentive awards on our ability to attract, motivate and retain highly talented executive officers
• Makes recommendations regarding the compensation of executive officers who report to him, including our named executive officers, and provides feedback on their performance | |
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Our ability to attract and retain talented executive officers is critical to achieving our strategic goals. We believe that the pool of candidates that meet our criteria is small and that competition for talent continues to increase. While the Governance and Human Capital Committee does not target specific compensation component levels or total compensation of the named executive officers against market data, it periodically assesses the competitiveness of the compensation levels of our named executive officers and considers the overall competitive market in which we operate. With the assistance of management and its independent compensation consultant, Mercer, the Governance and Human Capital Committee uses market data of a group of peer companies to conduct this assessment. 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 ensureevaluate 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: Key Criteria whenWhen 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 should beare 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. To ensure competitive pay analysis is not unduly influenced by the larger companies, we
• 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.outliers, to mitigate against the risk that the competitive analysis being unduly influenced by the larger companies. | Companies we compete withfor qualified executive talent |
| | • The companies in our compensation peer group should be thoseare companies with which we compete for executive talent and from which we seek to attract qualified executives.
• The companies should have similar professional skill and talent needs.
• We consider companies who select us for inclusion in their peer group. | Companies located in similarjurisdictions | | | • 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 ensuresupport long-term alignment of goal measurement. |
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In February 2021,2023, in consultation with Mercer, the Governance and Human Capital Committee assessedconducted 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 2021. Apart from changes2023. Alleghany Corporation was removed following its acquisition by Berkshire Hathaway Inc. in our peer group2022, and American Financial Group, Enstar Group Limited, The Hanover Insurance Group, Inc., and Selective
52 | RenaissanceRe 2024 Proxy Statement
TABLE OF CONTENTS 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, consolidation, ourand general peer group for 2021 remained consistent with our peer group from 2020.alignment and overlap. The following ninetwelve companies comprised our compensation peer group for 2021:2023: ● Alleghany Corporation
● Arch Capital
2023 Compensation Peer Group Ltd.● Argo Group International Holdings, Ltd.
| ● Axis Capital Holdings Limited
● Everest Re Group, Ltd.
● Greenlight Capital Re,
Ltd. | ● Markel Corporation
● Third Point
Reinsurance Ltd.(1)
● W. R. Berkley
Corporation | | | | | | | Overlap with Selected PeersAll
75% of the companies in our compensation peer group that disclosed a peer group for compensation purposes in their 20212023 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 | |
| | (1)
| On February 26, 2021, Third PointNovember 16, 2023, Brookfield Reinsurance Ltd. and Sirius International Insurance Group, Ltd. completed theirits previously announced merger and launched SiriusPointacquisition of Argo Group International Holdings, Ltd. Third Point ReinsuranceArgo Group International Holdings, Ltd. was included in our peer group for compensation decisions made prior to the merger, and following the merger, SiriusPoint Ltd. continued to be included in our compensation peer group.acquisition. |
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, and executive talent.talent or both. We also compete for talent withmonitor the compensation practices of other non-traditional entrants into our industry and other companies in a variety of different sectors. Althoughwith which we do not include these firms in our compensation peer group, we monitor their compensation practicescompete for talent to inform our compensation program design and determinations. As discussed below under “—Principal“Principal Components of Ourour Executive Compensation Program,” in addition to using our compensation peer group, to set and analyze our executive compensation program and levels, we also used thishave peer group of companies togroups against which we measure certain performance metrics for annual incentive bonuses for 2021.and performance shares. Management and the Governance and Human Capital Committee balance the goal of aligning the interests of our executives and employees with the long-term interests of shareholders with active monitoring of our equity-based grant practices and potential for shareholder dilution. In determining 20212023 equity-based grants, including the 2023 performance recognition awards, the Governance and Human Capital Committee and the Board considered our prior equity grant practices, currently outstanding restricted shareequity awards, and the impact on shareholder dilution of these instruments and of contemplated grants. We periodically analyze the impact of our equity-based grants on dilution and share plan utilization models used by our institutional shareholders and by third parties who issue proxy voting recommendations.
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Principal Components of Our Executive Compensation Program Base salaries provide a fixed component of compensation at a competitive level to attract and retain executives. Salaries for our named executive officers are based on several factors, including the scope of job responsibilities, experience, expertise, performance and competitive market compensation. From time to time, salaries may be adjusted to reflect promotions, increases in responsibilities and competitive considerations. As discussed above under “—Executive Summary – 2021 Executive Compensation Highlights,” in 2021, eachIn 2023, Mr. Qutub and Mr. Marra received 3.8% and 3.7% salary increases, respectively, to align further with the competitive market as supported by competitive practices data provided by our independent compensation consultant. Ms. Bender’s salary was increased 20% over the course of the named executive officers received a salary increase2023 to reflect our assessment ofher increased responsibilities and the market landscape in relation to their increasing responsibilities as our organization has grown in scope and complexity.competitive market. Kevin J. O’Donnell | | | $1,180,000 | | | $1,180,000 | | | — | Robert Qutub | | | $650,000 | | | $675,000 | | | 3.8% | Ross A. Curtis | | | $725,000 | | | $725,000 | | | — | David Marra | | | $675,000 | | | $700,000 | | | 3.7% | Shannon L. Bender | | | $500,000 | | | $600,000 | | | 20.0% | Ian D. Branagan(1) | | | £515,000 | | | £515,000 | | | — |
(1)
| Mr. Branagan separated as an employee, effective September 1, 2023. The amount reported reflects his base salary at the time of his departure. |
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TABLE OF CONTENTS Name | | 2020 Salary | | | 2021 Salary | | % Increase | Kevin J. O’Donnell | $ | 1,100,000 | | $ | 1,180,000 | | 7.3% | Robert Qutub | | $635,000 | | | $650,000 | | 2.4% | Ross A. Curtis | | $675,000 | | | $725,000 | | 7.4% | Ian D. Branagan | | £475,000 | | | £492,700 | | 3.7% | Sean G. Brosnan | | $425,000 | | | $525,000 | | 23.5% |
Our annual incentive bonus contributes to the alignment of named executive officer compensation and corporate performance.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.accomplishments, representing a form of variable pay. The Governance and Human Capital Committee and management believe that quantitative results should be the primary, measure of executive performance, but not the sole, measure.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. 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. 56 | |
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20212023 Annual Incentive Bonus Determinations
As discussed above under “—Executive Summary – 2021 Executive Compensation Highlights,” the
The target levels, as a percentage of base salary, for Messrs. O’Donnell, Qutub, Curtis and Branagan’s 2023 annual incentive bonuses for our named executive officers other thanwere the CEOsame as the 2022 levels. Mr. Marra’s and Ms. Bender’s targets were increased in 2021 to reflect our assessmenttheir increased responsibilities and promotions, and to bring their target levels in line with the other members of the competitive landscape in light of the expanding scope of their responsibilitiesmanagement governance committee as well as the Company continues to grow in both scale and complexity:Name | 2020 Target (% of Salary) | | 2021 Target (% of Salary) | Kevin J. O’Donnell | 225% | | 225% | Robert Qutub | 125% | | 150% | Ross A. Curtis | 125% | | 150% | Ian D. Branagan | 125% | | 150% | Sean G. Brosnan | 90% | | 100% |
competitive market. 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% |
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 our independent compensation consultant 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.
54 | RenaissanceRe 2024 Proxy Statement
TABLE OF CONTENTS For 2021,2023, 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 20212023 are set forth below.
The financial performance metrics for 2021 were consistent with 2020. For relativethe same as those used in the 2022 program. 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. |
Our achievements against the strategic accomplishments (33.3%) approved by the Board for 2023 included: RenaissanceRe 2024 Proxy Statement | 55
TABLE OF CONTENTS 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 median, we continuedgroup, plus eight additional companies. Subsequent to target outperformance against our peers. For our ratioselecting 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 actual gross written premiumsthe European peers would not be available due to budget metric, we increased the targeted gross premiums written by approximately 29% to reflect anticipated growth in 2021. This was in additionaccounting changes relating to the 22% increase intiming 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 target in 2020, and in each of these years, we have surpassed each of these robust growth targets while maintainingpeer group. The following 11 companies comprised our strategy and strict underwriting discipline.annual incentive bonus peer group for 2023: 2022 Proxy Statement2023 Annual Incentive Bonus Peer Group | • Arch Capital Group Ltd.
• Axis Capital Holdings Limited
• Everest Group, Ltd.
• Global Indemnity Group, LLC | 57 | | • 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 |
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The strategic accomplishments approved by the Board for 2021 included:
58 | |
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Full details of the specific targets, thresholds and maximums for each metric, as well as the actual results for 2021,2023, 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.
(1)
| Actual payout between threshold and target and target and maximum is determined by straight-line interpolation. Performance below threshold results in no payout for the applicable metric. |
(2)
| To calculate, we compared our performance to our compensationannual incentive bonus peer group for 2021,2023, which is described above. |
(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. |
(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. |
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2021TABLE OF CONTENTS
2023 Payout Determination In February 2022,2024, the Governance and Human Capital Committee reviewed the Company’s performance for the 20212023 fiscal year.year and the payout formula for determining the business performance factor. Performance against financial metrics is calculated formulaically based on actual results.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 “—Executive Summary—Link“Link Between Pay and Performance for 2021,2023,” the Company performed very well against the pre-established strategic accomplishments for the annual incentive bonuses for 2021.2023. Based on our actual performance achievements, the Governance and Human Capital Committee established an overall business performance factor of 87%182% of target for 20212023 (in accordance with the formula described above) and determined that the actual annual incentive bonus for 20212023 for each named executive officer would be equal to our business performance factor of 87%182%, multiplied by his target bonus amount.
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The target and actual annual incentive bonuses for 20212023 for each of our named executive officers, as determined by the Governance and Human Capital Committee, are set forth in the table below: Name | | Base Salary ($) | | Target 2021 Bonus as a Percent of Base Salary (%) | | Target 2021 Bonus ($) | | Actual 2021 Bonus ($) | Kevin J. O’Donnell | | 1,180,000 | | 225% | | 2,655,000 | | 2,309,850 | Robert Qutub | | 650,000 | | 150% | | 975,000 | | 848,250 | Ross A. Curtis | | 725,000 | | 150% | | 1,087,500 | | 946,125 | Ian D. Branagan(1) | | 666,722 | | 150% | | 1,000,082 | | 870,072 | Sean G. Brosnan | | 525,000 | | 100% | | 525,000 | | 456,750 |
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 | | | — |
| | (1)
| Mr. Branagan’s baseBranagan 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 of £492,700 was converted into U.S. dollars at the exchange rate of 1.35 on1.27 as of December 31, 2021.2023. |
Long-Term Incentives 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 Messrs. O’Donnell, Qutub, Curtis and Branagan, who are the members of our management governance committee, the long-term incentive award consists of a combination of performance shares and time-vested restricted shares. Consistent with other senior leaders in the organization who are not members of the management governance committee, Mr. Brosnan’s award consists of time-vested performance shares only. 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.
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. |
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.
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TABLE OF CONTENTS The Governance and Human Capital Committee reviews the terms and conditions of our performance shares at least annually to ensureassess alignment with our strategic plan. It selects the performance metric or metrics that will be used, and sets specific targets, thresholds and maximums. In response to shareholder feedback, the Governance and Human Capital Committee made significant enhancements to the weighting, design and structure of the 2021 performance shares.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. 60 | |
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20212023 Long-Term Incentive Award Determinations
Performance shares made up 50% of the long-term incentive awards for named executive officers that received performance shares in 2021 | | 2021 Grants of Equity Awards
In 2021, 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 other than Mr. Brosnan.
The total target values and composition of the long-term incentive awards made in 2021 were based on the named executive officers’ responsibilities, performance and contributions during the previous year. The total target values of the awards for named executive officers were consistent with the prior year.
|
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 20212023 are set forth in the following table: Name | | Performance Shares(1) ($) | | Time-Vested Restricted Shares ($) | | Total Target Long-Term Equity-Based Incentive Award ($) | Kevin J. O’Donnell | | 2,337,356 | | 2,337,356 | | 4,674,712 | Robert Qutub | | 714,346 | | 714,346 | | 1,428,692 | Ross A. Curtis | | 759,226 | | 759,226 | | 1,518,452 | Ian D. Branagan | | 732,070 | | 732,070 | | 1,464,140 | Sean G. Brosnan | | — | | 659,871 | | 659,871 |
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 |
(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. |
20212023 Performance Share Metrics In 2021,2023, the Governance and Human Capital Committee granted annual performance share awards with the same rigorous terms and metrics as the enhanced awards it granted in 2020,2022, 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. 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 | ● | 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 rangerange. |
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In addition, consistent with 2020the 2022 performance share awards, the maximum payout for the 20212023 performance share awards is 200% for all named executive officers. The performance metrics and corresponding vesting levels for the 20212023 performance awardshare awards are set forth in the following table: 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% | | < 6 | | 0% | Threshold | | 3.5% | | 35% | | 6 | | 35% | Target | | 7% | | 100% | | 10 | | 100% | Maximum | | 14% | | 200% | | 18 | | 200% |
Below Threshold | | | < 3.5% | | | 0% | | | < 7 | | | 0% | Threshold | | | 3.5% | | | 35% | | | 7 | | | 35% | Target | | | 7% | | | 100% | | | 10 | | | 100% | Maximum | | | 14% | | | 200% | | | 18 | | | 200% |
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 2021,2023, the Governance and Human Capital Committee, in consultation with Mercer and management, selected an expanded group of peers that included allnine of the companies in our compensation peer group, plus nineeight additional companies. The following 1817 companies comprised our performance share peer group for 2021:2023 awards: Compensation Peer Group | Additional2023 Performance Share PeersPeer Group | ● Alleghany Corporation
●
• Arch Capital Group Ltd.(1)●
• Argo Group International Holdings, Ltd.●(1)
• Axis Capital Holdings Limited●
• Beazley PLC
| | | • Everest Re Group, Ltd. | ●
• Global Indemnity Group LLC
• Greenlight Capital Re, Ltd.● Markel Corporation
● Third Point Reinsurance Ltd.(2)
● W. R. Berkley Corporation
| ● Beazley PLC
● Enstar Group Limited
● Global Indemnity Limited
● Hannover Rueck SE
●
• Hiscox LTD | ●Ltd
• James River Group Holdings, Ltd.●
| | | • Lancashire Holdings LTD● ScorLimited
• Markel Group Inc.
• Munich Re
• SCOR SE● Watford Holdings
• Selective Insurance Group, Inc.
| | | • SiriusPoint Ltd.(1)
• Swiss Re Ltd
• W. R. Berkley Corporation |
(1)
| On July 2, 2021, Arch Capital GroupNovember 16, 2023, Brookfield Reinsurance Ltd. completed its previously disclosedannounced acquisition of WatfordArgo Group International Holdings, Ltd. WatfordArgo Group International Holdings, Ltd. had been selected as a member of thewas included in our peer group for performance share peer groupawards made prior to the merger,acquisition, and was removed from the performance share peer group in accordance with the terms of the award agreements following its acquisition. | (2) | On February 26, 2021, Third Point Reinsurance Ltd. and Sirius International Insurance Group, Ltd. completed their previously announced merger and launched SiriusPoint Ltd. Third Point Reinsurance Ltd. was included in our peer group for performance share awards made prior to the merger, and following the merger, SiriusPoint Ltd. continued to be included in our performance share peer group. |
Performance Share Measurement For 20212023 In February 2022,2024, the Governance and Human Capital Committee reviewed and approvedconfirmed the results of the pre-approved formula for the average change in tangible 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 third tranche of the performance shares granted to the named executive officers other than Mr. Brosnan in 2019.2021.
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TABLE OF CONTENTS The following table illustrates actual performance achieved and shares earned for performance shares granted in 20192021 across the three-year performance cycle, which resulted in an overall payout of 133%190% of target. | | 2019 | | 2020 | | 2021 | | | Performance Achieved | | % of Target Earned | | Performance Achieved | | % of Target Earned | | Performance Achieved | | % of Target Earned | Change in Tangible Book Value per Common Share plus Change in Accumulated Dividends(1) | 2019-2021 Performance Share Cycle | | 17.9% | | 200% | | 17.9% | | 200% | | (4.0)% | | 0% |
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% |
(1)
| ChangeIn 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 tangible book value per common share plus change in accumulated dividends is a non-GAAP financial measure. A reconciliationfor each of non-GAAP financial measures is includedthose performance years was below the set threshold, the book value per common share plus change in “Appendix A.”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. |
(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. |
2023 Performance Recognition Awards Rationale and Considerations for Granting Chief Executive Officer Performance Recognition Awards Following the successful acquisition of Validus in November 2023, the Governance and Human Capital Committee considered a number of ways to structure an incentive compensation award that would serve as an effective way to incentivize significant outperformance and drive the Company’s strategic direction and value creation over the long-term and retain Mr. O’Donnell and members of our senior leadership team during a pivotal period for the Company’s long-term growth strategy. The Governance and Human Capital Committee has not historically utilized one-time awards, and recognizes that they are not routine and should only be used in extraordinary circumstances. The Governance and Human Capital Committee considered the transformational acquisition of Validus an extraordinary circumstance for the Company, which was achieved due to Mr. O’Donnell’s integral involvement, and consulted with its independent compensation consultant, Mercer, in order to structure an incentive that it believed would be in the best interests of shareholders, while appropriately recognizing our Chief Executive Officer for his tremendous efforts in securing the acquisition for the Company and retaining him during this pivotal period. Following its deliberations, on November 7, 2023, the Governance and Human Capital Committee granted a performance recognition award to Mr. O’Donnell in the form of a performance share award and a restricted share award. The Governance and Human Capital Committee considered the input of its independent compensation consultant when determining the structure and terms of the awards. Specifically, the performance recognition award was viewed as an effective way to: • | 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; |
• | Support leadership continuity through the critical integration of Validus, marking a pivotal point in the Company’s long-term growth strategy; and |
• | Recognize the significant additional managerial and oversight responsibilities necessary from Mr. O’Donnell to maximize the value of the Validus acquisition, including the additional expected $3 billion of premium, the more than 150 new employees and the integration of Validus into the culture, underwriting and infrastructure of the Company. |
60 | RenaissanceRe 2024 Proxy Statement
TABLE OF CONTENTS Chief Executive Officer Performance Recognition Award Structure The performance recognition award is structured with rigorous targets and delivered entirely in equity incentives, rather than a cash bonus to align Mr. O’Donnell’s interests more closely with the Company and share performance, particularly over the long-term. Mr. O’Donnell’s 2023 performance recognition award has an aggregate target value on the grant date equal to $12,000,000. Mr. O’Donnell will only earn this target value based on the achievement of the performance metrics and objectives as outlined below, and any portion of the award that is not earned will be forfeited. The length and structure of these awards were thoughtfully designed to be distinct from our annual plan and to drive strong outcomes for shareholders: • | Metric: Utilizes average change in tangible book value per share plus change in accumulated dividends as the performance metric rather than average change in book value per share plus accumulated dividends, which is utilized in our annual performance share awards. The Governance and Human Capital Committee believes measuring against tangible book value per share should incentivize organic growth and be a reflection of our success in integrating Validus, because this metric would not be as impacted by the significant intangible assets related to the Validus acquisition. |
• | 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. |
• | 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. |
• | 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: |
○ | Maximizing the potential value that the Validus acquisition brings to shareholders through successful integration; |
○ | Leading the Company as we bring together two businesses and accelerate our long-term strategy; and |
○ | Developing talent, including new Validus employees, and long-term succession planning. |
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. Below Threshold | | | < 4.5% | | | 0% | Threshold | | | 4.5% | | | 35% | Target | | | 8% | | | 100% | Maximum | | | 14% | | | 200% |
Consistent with past practices, in light of the use of restricted shares rather than restricted share units, Mr. O’Donnell was granted the maximum number of shares that he could earn pursuant to the award, but any shares that are not earned will not vest and will be forfeited. RenaissanceRe 2024 Proxy Statement | 61
TABLE OF CONTENTS 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: Kevin J. O’Donnell | | | 7,199,954 | | | 4,799,969 | | | 11,999,923 |
(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. |
Additional Performance Recognition Awards for Named Executive Officers In addition, after considering the input of its independent compensation consultant, on November 7, 2023, the Governance and Human Capital Committee awarded 2023 performance recognition awards in the form of additional performance shares to each of the other continuing named executive officers. The aggregate grant date fair value for their awards, assuming target performance, was $750,000 each. These awards were granted in recognition of each award recipient’s performance relating to the Validus acquisition and to incentivize the successful integration of Validus. These awards have a three-year performance period from January 1, 2024 through December 31, 2026, and the same performance metrics and vesting levels as the annual 2023 performance share grants. The performance recognition awards granted to our other continuing named executive officers in 2023 are set forth in the following table: 62Robert Qutub | | | 749,814 | Ross A. Curtis | | | 749,814 | David Marra | | | 749,814 | Shannon L. Bender | | | 749,814 |
(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. |
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Additional Compensation Practices Other Benefits and Perquisites Messrs.
Mr. O’Donnell, BrosnanMr. Qutub, and Qutub,Ms. Bender, our Bermuda-based, expatriate named executive officers, participate in a perquisite and benefit program that we believe furthers our goal of attracting and retaining key talent to our strategic Bermuda headquarters. Given the unique challenges of the Bermuda market, including travel to and from the island and the cost of living and maintaining a residence, we provide benefits and perquisites, such as personal travel and housing allowances and travel expenses to executive physicals, that are consistent with our competitors operating in this market and which we believe are necessary for recruitment and retention purposes. See “Housing Arrangements with Executive Officers” above for additional information. Our named executive officers other than Mr. Brosnan are also permitted Company-funded personal use of the corporate aircraft with a value up to the aggregate incremental cost to the Company of $85,000 per year. On occasion,The aggregate incremental cost of the use of the corporate aircraft is calculated as the fully loaded variable rate of such aircraft. The named executive officers may also invite family members or other guests to fly on already scheduled corporate aircraft business trips, for which there is no incremental cost to us. Since 2020, in light 62 | RenaissanceRe 2024 Proxy Statement
TABLE OF CONTENTS of concerns for safety, including among other reasons, the COVID-19 pandemic, and continuing commercial travel limitations in Bermuda, the Governance and Human Capital Committee may allowadopted a policy allowing our management governance committee members additional hours of Company-funded personal use of our aircraft interest on a case-by-case basis, including determining to permit reasonable Company-funded personal use during the COVID-19 pandemic.NetJets program. See “Corporate Governance—Board Structure and Processes—Certain Relationships and Related Transactions—Use“Use of Company Aircraft” above for additional information. Messrs. O’DonnellIn addition, Mr. O'Donnell and BrosnanMs. Bender are also entitled to the value of four and two roundcommercial airline trips per year, respectively, on commercial airlines for themselves and each member of their respective immediate families. We do not pay tax gross-ups on perquisites for our named executive officers. Our named executive officers pay imputed income tax on the value of these benefits. Change in Control and Post-Termination Payments Our named executive officers may be entitled to vesting of equity-based incentive awards and other severance payments and benefits pursuant to the terms of our equity compensation plans and their employment agreements, and upon a qualifying termination of employment or a change in control. These benefits are described in detail under “—Executive Compensation Tables—Potential Payments Upon Termination or Change in Control” below. The Governance and Human Capital Committee views post-termination payments primarily as consideration for restrictive covenants applicable to our executives following these terminations,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.
TableOn September 1, 2023, Mr. Branagan, our former Group Chief Risk Officer and Executive Vice President, departed the Company following a period of Contents
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. Clawback of Incentive Compensation We have adopted a recoupment policy (“Clawback Policy”) to comply with the NYSE listing standards implementing the compensation recovery requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act. The Clawback Policy requires the Governance and Human Capital Committee to recoup certain cash and equity incentive compensation paid or granted to certain current and former executives officers in the event the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the federal securities laws. Under the policy, the Governance and Human Capital Committee will require recoupment if it determines that incentive-based compensation received by an executive exceeded the amount of incentive-based compensation that otherwise would have been received, had it been calculated based on the restated financial results. If our Board were to determine that an executive officer engaged in fraudulent or intentional misconduct, the Board would impose appropriate discipline, including possibly terminating the executive officer’s employment and/or initiating an action for breach of fiduciary duty, and/or, ifduty. These remedies as well as recoupment under the misconduct resulted in a significant restatement of our financial results, seeking reimbursement of any portion of performance-based or incentive compensation paid or awarded to the executive that was greater than the amount that would have been paid or awarded if calculated based upon the restated financial results. These remediesClawback Policy would be in addition to any actions that might be imposed by law enforcement agencies, regulators or other authorities. We also have a right to set off against certain amounts owing to the executive officers should they engage in certain activities that are detrimental to the Company. In addition to the Clawback Policy, Mr. O’Donnell’s employment agreement provides that incentive compensation (including both cash bonuses and equity awards) that is determined to have been earned based upon financial statements that were subsequently restated may be clawed back, or forfeited if unpaid, to the extent that such compensation would not have been earned based upon the restated financials. If the restatement is determined to have been due to Mr. O’Donnell’s misconduct, the clawback would apply to compensation paid within 60 months following our first filing with the SEC containing the financial statement that was restated. ForExcept as otherwise required pursuant to the Clawback Policy, for restatements not determined to have been due to Mr. O’Donnell’s misconduct, our clawback rights under Mr. O’Donnell’s employment agreement apply only to compensation paid within 24 months following the first SEC filing containing the financial statement that was restated. In addition, our clawback rights under Mr. O’Donnell’s employment agreement apply to gains realized on sales of our securities in the 12 months following the first SEC filing containing a financial statement that is ultimately restated due to Mr. O’Donnell’s misconduct. RenaissanceRe 2024 Proxy Statement | 63
TABLE OF CONTENTS Compensation and Risk Management The Governance and Human Capital Committee evaluates the relationship between our executive and firm-wide compensation programs and policies and risk management on an annual basis. As discussed in this Compensation Discussion and Analysis, we design our compensation programs to incorporate a range of components that we believe help to mitigate potential risks while rewarding employees for pursuing our strategic and financial objectives through appropriate risk taking, risk management and prudent tactical and strategic decision making. The Governance and Human Capital Committee reviews the programs and policies on a regular basis in an effort to eliminate or mitigate potential risks arising from such programs and policies. In light of the market cycles and earnings volatility that characterize our industry, our efforts to align the interests of our executives and employees with the long-term interests of our shareholders and to ensure thatassess whether our compensation structure, elements and incentives are not reasonably likely to have a material adverse effect on the Company are ongoing. Senior executives representing our risk, legal and compliance, human resources, finance and internal audit functions, as well as the Governance and Human Capital Committee’s independent compensation consultant, are involved in this review process, which is conducted under the oversight of the Governance and Human Capital Committee. This process includes annual, individual executive sessions with the Group Chief Risk Officer, Chief Accounting Officer, Group General Counsel, Head of Internal Audit and Chief Human Resources Officer and Global Corporate Controller in advance of the establishment of compensation metrics for the coming year. Based on this review, we do not believe that there are any risks arising from our compensation policies and practices for our employees that are reasonably likely to have a material adverse effect on us. For additional information regarding our risk management practices, see “Corporate Governance—The Board’s Role and Key Responsibilities—Risk“Risk Oversight” above. 64 | |
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Equity Ownership Requirements Our named executive officers are subject to equity ownership guidelines. In keeping with our overall compensation philosophy, we believe that the equity ownership levels that they are required to maintain are high enough to assure our shareholders of our executives’ commitment to long-term value creation. Under our guidelines, our named executive officers are required to maintain ownership of our equity with a value equal to a multiple of salary as follows: ● | 7.5 times actual salary for our Chief Executive Officer; and | ● | 4.5 times target salary for our other named executive officers. |
7.5 times actual salary for our Chief Executive Officer; and 4.5 times target salary for our other named executive officers. Equity ownership value is calculated by adding the value of common shares owned outright, time-vested restricted shares, and performance shares calculated at target achievement, and the spread value of vested “in-the-money” options.achievement. A named executive officer is not required to purchase shares in the open market in order to satisfy their ownership requirements but is prohibited from selling any of the equity granted to them, other than automatic dispositions for tax withholding, until ownership requirements are satisfied. As of December 31, 2021,2023, all of our named executive officers had satisfied their ownership requirements. The table below showsrequirements, other than Ms. Bender who did not join the equityCompany until January 2021. However, Ms. Bender is in compliance with our guidelines because she is not required to purchase shares in the open market in order to satisfy her ownership for our named executive officers as of December 31, 2021, calculated in accordance with the methodology described above. | | Equity Ownership as of Fiscal Year-End | Name | | Required Multiple of Salary | | Actual Multiple of Salary | | Dollar Value(1) ($) | Kevin J. O’Donnell | | 7.5 | | 29.1 | | 34,306,427 | Robert Qutub | | 4.5 | | 11.6 | | 7,551,779 | Ross A. Curtis | | 4.5 | | 27.9 | | 20,206,149 | Ian D. Branagan | | 4.5 | | 11.9 | | 8,088,386 | Sean G. Brosnan | | 4.5 | | 4.9 | | 2,573,308 |
(1) | Based on the closing price of our common shares of $169.33 on December 31, 2021. |
requirements. Anti-Hedging, Anti-Pledging and Other Insider Trading Policies Our employees, including our named executive officers, are subject to our insider trading policies and practices, which prohibit: ● | transactions in our securities outside of Company-designated “window” periods, except pursuant to previously adopted and approved Rule 10b5-1 plans; | ● | employees and their designees from hedging the market value of RenaissanceRe securities; and | ● | employees and their designees from engaging in short sales of, margin loans on, or pledging of RenaissanceRe securities. |
transactions in our securities outside of Company-designated “window” periods, except pursuant to previously adopted and approved Rule 10b5-1 plans; employees and their designees from hedging the market value of RenaissanceRe securities; and employees and their designees from engaging in short sales of, margin loans on, or pledging of RenaissanceRe securities. It is the Board’s view that such activities are generally against the interest of our shareholders and could cause significant repercussions to us and our shareholders if allowed. We believe that each of our named executive officers is in compliance with our anti-pledging, anti-hedging and other trading policies.
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Compensation Committee Report
The information contained in this report shall not be deemed to be “soliciting material” or to be “filed” with the Commission, nor shall such information or report be incorporated by reference into any future filing by us under the Securities Act, or the Exchange Act, except to the extent that we specifically incorporate it by reference in such filing. We have reviewed and discussed with management the disclosure set forth under the heading “—Compensation“Compensation Discussion and Analysis” in this proxy statement. Based on these reviews and discussions, we recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021.2023. This report is provided by the following independent directors, who constitute the Governance and Human Capital Committee:
Henry Klehm III, Chair
James L. Gibbons
Jean D. Hamilton
David C. Bushnell
Cynthia Trudell 66 | |
RenaissanceRe 2024 Proxy Statement | 65
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Executive Compensation Tables 2023 Summary Compensation Table The following 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 2020partially due to the inclusion of the 2023 performance recognition awards, as described in the “Compensation Discussion and 2019: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 | | 2021 | | 1,160,000 | | — | | 4,674,712 | | 2,309,850 | | 724,340 | | 8,868,902 | | 2020 | | 1,100,000 | | — | | 4,674,754 | | 2,900,258 | | 881,623 | | 9,556,635 | | 2019 | | 1,100,000 | | — | | 4,674,908 | | 4,232,250 | | 761,001 | | 10,768,159 | Robert Qutub Executive Vice President and Chief Financial Officer | | 2021 | | 646,250 | | — | | 1,428,691 | | 848,250 | | 577,443 | | 3,500,634 | | 2020 | | 635,000 | | — | | 1,678,440 | | 930,134 | | 396,421 | | 3,639,995 | | 2019 | | 635,000 | | — | | 1,428,566 | | 1,357,313 | | 369,447 | | 3,790,326 | Ross A. Curtis Executive Vice President and Group Chief Underwriting Officer | | 2021 | | 712,500 | | — | | 1,518,453 | | 946,125 | | 259,878 | | 3,436,956 | | 2020 | | 675,000 | | — | | 1,768,412 | | 988,725 | | 189,280 | | 3,621,417 | | 2019 | | 675,000 | | — | | 1,518,563 | | 1,442,813 | | 199,059 | | 3,835,435 | Ian D. Branagan(4) Executive Vice President and Group Chief Risk Officer | | 2021 | | 671,744 | | — | | 1,464,140 | | 870,072 | | 76,774 | | 3,082,730 | | 2020 | | 609,900 | | — | | 1,666,512 | | 939,677 | | 179,610 | | 3,395,699 | | 2019 | | 598,500 | | — | | 1,309,056 | | 1,345,797 | | 190,196 | | 3,443,549 | Sean G. Brosnan(5) Senior Vice President and Chief Investment Officer | | 2021 | | 500,000 | | — | | 659,872 | | 456,750 | | 201,791 | | 1,818,413 |
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.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 |
(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 20212023 Form 10-K. These values do not represent the actual value the recipient will or has received from the award. The terms of our time-vested restricted shares and performance sharesstock awards are discussed above under “—Compensation Discussion and Analysis—Principal Components of Our Executive Compensation Program—Long-Term“Long-Term Incentives.” The maximumFor performance shares granted in 2023, the grant date fair value asis 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 20212023 based on the maximum level of performance is as follows: Mr. O’Donnell: $4,674,712;$19,414,826; Mr. Qutub: $1,428,691;$3,524,274; Mr. Curtis: $1,518,452;$3,711,926; Mr. Marra: $2,849,245; Ms. Bender: $2,499,569; and Mr. Branagan: $1,464,140.$1,955,578. |
(2)
| The amounts shown in this column represent the actual amounts of the annual incentive bonuses paid to or deferred for each named executive officer for the applicable fiscal year. The amounts shown in this column for 2020 also include the portion of the deferred 2018 annual incentive bonus earned by each named executive officer in excess of the 100% performance level, which were achieved and paid in 2020 as follows: Mr. O’Donnell: $301,508; Mr. Qutub: $96,696; Mr. Curtis: $102,787; and Mr. Branagan: $87,438. The deferred bonus was subject to successful achievement of certain performance metrics tied to the acquisition of Tokio Millennium Re AG and certain associated entities and subsidiaries (collectively, “TMR”), which were met in 2020. These amounts were in addition to the target amounts of the deferred 2018 annual incentive bonus tied to the TMR acquisition included in the Summary Compensation Table in 2018. |
(3)
| See the “All“2023 All Other Compensation Table” below for information on the amounts included in the “All Other Compensation” column for 2021.2023. |
(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. |
(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 1.38, 1.281.24, 1.24 and 1.281.38 for the years ended December 31, 2021, 20202023, 2022 and 2019,2021, respectively. Non-Equity Incentive Plan Compensation for Mr. Branagan has been converted into U.S. dollars at the exchange rate of 1.35, 1.371.21 and 1.331.35 on December 31, 2021, 20202022 and 2019,2021, respectively. | (5) | Beginning with the year ended December 31, 2021, Mr. Brosnan was determined to be a named executive officer. Mr. Brosnan was not a named executive officer for the fiscal years ended December 31, 2020 or 2019 and, therefore, in accordance with SEC regulations, only compensation information for the fiscal year ended December 31, 2021 is included in the Summary Compensation Table for Mr. Brosnan. |
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Table of ContentsTABLE OF CONTENTS
2023 All Other Compensation Table The following table sets forth information regarding the amounts included in the “All Other Compensation” column of the 2023 Summary Compensation Table for 2021:Name | | Company 401(k)/Pension Matching Contribution(1) ($) | | Value of Life Insurance Premiums(2) ($) | | Personal Travel(3) ($) | | Housing Benefits(4) ($) | | Other Benefits(5) ($) | | Total Other Compensation ($) | Kevin J. O’Donnell | | 17,400 | | 5,962 | | 231,196 | | 432,726 | | 37,056 | | 724,340 | Robert Qutub | | 17,400 | | 2,264 | | 240,052 | | 299,227 | | 18,500 | | 577,443 | Ross A. Curtis | | 17,400 | | 5,962 | | 228,716 | | — | | 7,800 | | 259,878 | Ian D. Branagan | | 55,068 | | 4,454 | | 13,725 | | — | | 3,527 | | 76,774 | Sean G. Brosnan | | 17,400 | | 5,291 | | 15,000 | | 156,000 | | 8,100 | | 201,791 |
2023:Kevin J. O’Donnell | | | 19,800 | | | 5,962 | | | 192,008 | | | 354,260 | | | — | | | — | | | 48,282 | | | 620,312 | Robert Qutub | | | 19,800 | | | 2,370 | | | 260,367 | | | 308,359 | | | — | | | — | | | 19,300 | | | 610,196 | Ross A. Curtis | | | 19,800 | | | 5,962 | | | 326,124 | | | — | | | — | | | — | | | 8,200 | | | 360,086 | David Marra | | | 19,800 | | | 1,208 | | | 46,359 | | | — | | | — | | | — | | | 19,900 | | | 87,267 | Shannon L. Bender | | | 19,800 | | | 2,370 | | | 146,949 | | | 207,000 | | | — | | | — | | | 27,920 | | | 404,039 | Ian D. Branagan | | | 30,416 | | | 4,201 | | | — | | | — | | | 27,739 | | | 1,010,666 | | | — | | | 1,073,022 |
(1)
| This column reports Company matching contributions to our named executive officers under our 401(k) plan for Messrs. O’Donnell, Qutub and Qutub,Marra and Ms. Bender, the National Pension Scheme and International Savings Plan for Messrs.Mr. Curtis, and Brosnan, and the RenaissanceRe Syndicate Management Plan for Mr. Branagan. |
(2)
| This column reports the value of premiums paid on behalf of our named executive officers with respect to life insurance coverage. The death benefit under the life insurance coverage is equal to four times the named executive officer’s annual salary up to a maximum of $2.0 million for Bermuda-based employees, and ten times the named executive officer’s annual salary for U.K.-based employees and up to a maximum of $750,000 for U.S.-based employees. |
(3)
| Personal travel includesincludes: (a) costs for personal commercial travel for Messrs.Mr. O’Donnell and BrosnanMs. Bender and their immediate family members during 2021,2023, (b) personal use of the corporate aircraft by Messrs. O’Donnell, Qutub, Curtis and BranaganMarra, and Ms. Bender and associated ground transportation, and commuting in Bermuda(c) costs of flights, ground transportation and hotel stays for executive physicals for Mr. O’Donnell.Qutub and Ms. Bender. The cost of personal commercial travel is an allowance paid in accordance with Company policy. The cost of hotels and certain ground transportation is reimbursed directly to the named executive officer. The aggregate incremental cost of the use of the corporate aircraft is calculated as the fully loaded variable rate of such aircraft. For certain named executive officers, the cost of the use of the corporate aircraft increased in 2023 compared to 2022; the increase was driven by increased fuel costs, and additional aircraft usage. The cost of ground transportation associated with personal use of the corporate aircraft represents the amount billed to the Company. The named executive officers may also invite family members or other guests from time to time to fly on already scheduled corporate aircraft business trips. There is no incremental cost to us and, therefore, there is no value included in this column for such use of the corporate aircraft by family or other guests. For more information on travel benefits provided to our named executive officers, please see “—Compensation Discussion and Analysis—Principal Components of Our Executive Compensation Program—Additional Compensation Practices—Other“Other Benefits and Perquisites” above. |
(4)
| This column reports the value of housing benefits for Messrs.Mr. O’Donnell, Mr. Qutub and Brosnan.Ms. Bender. The value for Mr. O'Donnell represents the value of the market rate lease payments on his residence, which are imputed to him as income. The value of Mr. Qutub’s and Ms. Bender’s housing allowances are reimbursed to them directly. For more information on housing allowances, please see “Housing Arrangements with Executive Officers” and “Other Benefits and Perquisites” above. |
(5)
| The amount in this column represents prepayment of the severance benefit to which Mr. Branagan was entitled pursuant to his employment agreements as a result of an amendment made in 2008 to comply with Section 457A of the Internal Revenue Code while preserving the economics agreed to in his original employment agreement. The amount does not represent extra-contractual or additional payments not otherwise due. The amount is equal to a portion of the lump sum salary to which the executive would have become entitled upon a future termination of employment and the amount of any future non-compete consideration would be reduced by the prepaid amount. In addition, the amount was subject to clawback in the event of a future termination for cause or a violation of the restrictive covenants contained in the executive's employment agreement. The amount is converted into U.S. dollars at the exchange rate of 1.23 on March 31, 2023. |
(6)
| Mr. Branagan served as our Executive Vice President and Group Chief Risk Officer until September 1, 2023. The amount reported represents separation and consulting payments made to Mr. Branagan pursuant to his employment agreement, separation agreement and consulting agreement, as follows: (i) $290,675 in cash severance; (ii) a pro rata target annual bonus (at target) based on the number of days elapsed in the year of termination through the date of his termination ($634,466); (iii) continuation of health benefits for the executive and his covered dependents for up to 12 months ($7,980, estimated value based on the premiums applicable to Mr. Branagan as of his termination date); and (iv) $82,927 of consulting payments. Please see “Potential Payments Upon Termination or Change in Control” below for a detailed discussion of Mr. Branagan’s severance payments. |
(7)
| Other benefits include a driver for local commuting by taxi in Bermuda for Mr. O’Donnell, fees associated with an executive physical for Mr. Qutub, tax planning expenses for Messrs. O’Donnell, Qutub, Curtis and Branagan,Marra, and Ms. Bender, club dues for Messrs.Mr. O’Donnell and Brosnan,Ms. Bender, and Company matching on charitable donations for Messrs. O’Donnell, Qutub Curtis and Brosnan.Curtis. |
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Table of ContentsTABLE OF CONTENTS
2023 Grants of Plan-Based Awards Table The following table sets forth information concerning grants of plan-based awards to the named executive officers during the calendar year ended December 31, 2021. | | | | | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(2) | | Estimated Future Payouts Under Equity Incentive Plan Awards(3)(4) | | All Other Stock Awards: Number of Shares of Stock or | | Grant Date Fair Value of Stock and Option | Name | | Grant Date(1) | | Approval Date(1) | | Award Type | | Threshold ($) | | Target ($) | | Maximum ($) | | Threshold (#) | | Target (#) | | Maximum (#) | | Units(4)(5) (#) | | Awards(6) ($) | Kevin J. O’Donnell | | 3/1/2021 | | 2/5/2021 | | Performance Shares | | | | | | | | 5,030 | | 14,374 | | 28,748 | | | | 2,337,356 | | | 3/1/2021 | | 2/5/2021 | | Time-Vested Restricted Shares | | | | | | | | | | | | | | 14,374 | | 2,337,356 | | | 2/5/2021 | | 2/5/2021 | | Annual Cash Bonus | | 1,039,875 | | 2,655,000 | | 5,310,000 | | | | | | | | | | | Robert Qutub | | 3/1/2021 | | 2/5/2021 | | Performance Shares | | | | | | | | 1,537 | | 4,393 | | 8,786 | | | | 714,346 | | | 3/1/2021 | | 2/5/2021 | | Time-Vested Restricted Shares | | | | | | | | | | | | | | 4,393 | | 714,346 | | | 2/5/2021 | | 2/5/2021 | | Annual Cash Bonus | | 381,875 | | 975,000 | | 1,950,000 | | | | | | | | | | | Ross A. Curtis | | 3/1/2021 | | 2/5/2021 | | Performance Shares | | | | | | | | 1,634 | | 4,669 | | 9,338 | | | | 759,226 | | | 3/1/2021 | | 2/5/2021 | | Time-Vested Restricted Shares | | | | | | | | | | | | | | 4,669 | | 759,226 | | | 2/5/2021 | | 2/5/2021 | | Annual Cash Bonus | | 425,938 | | 1,087,500 | | 2,175,000 | | | | | | | | | | | Ian D. Branagan | | 3/1/2021 | | 2/5/2021 | | Performance Shares | | | | | | | | 1,575 | | 4,502 | | 9,004 | | | | 732,070 | | | 3/1/2021 | | 2/5/2021 | | Time-Vested Restricted Shares | | | | | | | | | | | | | | 4,502 | | 732,070 | | | 2/5/2021 | | 2/5/2021 | | Annual Cash Bonus(7) | | 391,699 | | 1,000,082 | | 2,000,165 | | | | | | | | | | | Sean G. Brosnan | | 3/1/2021 | | 2/5/2021 | | Time-Vested Restricted Shares | | | | | | | | — | | — | | — | | 4,058 | | 659,871 | | | 2/5/2021 | | 2/5/2021 | | Annual Cash Bonus | | 205,625 | | 525,000 | | 1,050,000 | | | | | | | | | | |
2023.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 | | | | | | | | | | | | | | | |
(1)
| On February 5, 2021,9, 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, 2021. On February 5, 2021, the Governance and Human Capital Committee set the terms of the annual incentive bonuses in respect of 2021 for each of our named executive officers.2023. |
(2)
| The amounts reported in these columns represent estimated possible payouts of annual incentive bonuses in respect of 2021,2023, assuming threshold achievement, target achievement and maximum achievement of the applicable performance metrics. These annual incentive bonuses were paid in March 2022 and the actual amounts paid to or deferred for our named executive officers are included in the Summary Compensation Table in the “Non-Equity Incentive Plan Compensation” column. See “—Compensation Discussion and Analysis—Principal Components of Our Executive Compensation Program—Annual Incentive Bonus” above for a detailed description of our annual incentive bonus program. | | |
68 | RenaissanceRe 2024 Proxy Statement
TABLE OF CONTENTS 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.
(3)
Table of Contents
(3) | The amounts reported in these columns represent awards of performance shares made pursuant to the 2016 LTI Plan thatPlan. 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.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 be paid out.vest. See “—Compensation Discussion and Analysis—Principal Components of Our Executive Compensation Program—Long-Term“Long-Term Incentives” above for a detailed description of the performance share program. |
(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 $162.61$217.19 per common share on March 1, 2021.2023 or $207.36 per common share on November 7, 2023, rounded down to the nearest whole number of shares. See “—Compensation Discussion and Analysis—Principal Components of Our Executive Compensation Program—Long-Term“Long-Term Incentives” above for a detailed description of our equity grant practices. |
(5)
| The amounts reported in this column represent awards of time-vested restricted shares made pursuant to the 2016 LTI Plan that are scheduled to vest in four substantially equal annual installments beginning on March 1, 2022.2024. Dividends are paid currently on time-vested restricted shares. |
(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 20212023 Form 10-K. These values do not represent the actual value the recipient will or has received from the award. The terms of our time-vested restricted shares and performance sharesthe awards are discussed above under “—Compensation Discussion and Analysis—Principal Components of Our Executive Compensation Program—Long-Term“Long-Term Incentives” and the maximum value as of the grant date of performance share awards made in 20212023 is included in the Narrative Disclosurefootnotes to the 2023 Summary Compensation Table and Grants of Plan-Based Awards Table below.Table. |
(7)
| Based on Mr. Branagan’s salary of £492,700,£515,000, converted into U.S. dollars at the exchange rate of 1.351.27 as of December 31, 2021.2023. |
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RenaissanceRe 2024 Proxy Statement | 69
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
Restricted Shares and Performance Shares
The awards and other compensation included in the Summary Compensation Table and Grants of Plan-Based Awards Table are discussed in “—Compensation Discussion and Analysis—Principal Components of Our Executive Compensation Program” above. Details of severance arrangements are described below under “—Potential Payments Upon Termination or Change in Control.”
Employment Agreements
We have entered into employment agreements with each of our named executive officers that entitle the officers to salary, annual bonus opportunity, participation in our perquisites and benefits programs, and severance payments and benefits upon certain qualifying terminations of employment (as discussed in further detail under “—Potential Payments Upon Termination or Change in Control” below). Each executive’s employment agreement, other than our Chief Executive Officer’s, runs for a one-year term that extends automatically absent 30 days’ notice by either party of such party’s intent not to renew the term. Our Chief Executive Officer’s employment agreement provides that his term of employment currently runs for a one-year term from July 1 each year and extends automatically for an additional year on an annual basis absent 180 days’ notice by either party of such party’s intent not to renew the term.
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 2021. There were no options outstanding or exercised by any named executive officers during the 2021 fiscal year.
Name | Number of Shares Acquired on Vesting (#) | | Value Realized on Vesting(1) ($) | Kevin J. O’Donnell | 43,673 | | 7,222,038 | Robert Qutub | 11,690 | | 1,928,207 | Ross A. Curtis | 12,745 | | 2,101,444 | Ian D. Branagan | 11,111 | | 1,831,655 | Sean G. Brosnan | 2,282 | | 371,076 |
(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. |
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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, 2021. | | | | 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 | | 3/1/2018(2) | | 3,123 | | 528,818 | | | | | | | 5/14/2018(2) | | 1,473 | | 249,423 | | | | | | | 3/1/2019(3) | | 8,000 | | 1,354,640 | | | | | | | 3/1/2020(4) | | 10,288 | | 1,742,067 | | | | | | | 3/1/2021(5) | | 14,374 | | 2,433,949 | | | | | | | 3/1/2019(6) | | — | | — | | | | | | | 3/1/2020(7) | | — | | — | | 27,434 | | 4,645,399 | | | 3/1/2021(8) | | — | | — | | 14,374 | | 2,433,949 | Robert Qutub | | 3/1/2018(2) | | 1,920 | | 325,114 | | | | | | | 3/1/2019(3) | | 3,178 | | 538,131 | | | | | | | 3/1/2020(4) | | 3,694 | | 625,505 | | | | | | | 3/1/2021(5) | | 4,393 | | 743,867 | | | | | | | 3/1/2019(6) | | — | | — | | | | | | | 3/1/2020(7) | | — | | — | | 9,850 | | 1,667,901 | | | 3/1/2021(8) | | — | | — | | 4,393 | | 743,867 | Ross A. Curtis | | 3/1/2018(2) | | 2,059 | | 348,650 | | | | | | | 3/1/2019(3) | | 3,378 | | 571,997 | | | | | | | 3/1/2020(4) | | 3,892 | | 659,032 | | | | | | | 3/1/2021(5) | | 4,669 | | 790,602 | | | | | | | 3/1/2019(6) | | — | | — | | | | | | | 3/1/2020(7) | | — | | — | | 10,378 | | 1,757,307 | | | 3/1/2021(8) | | — | | — | | 4,669 | | 790,602 | Ian D. Branagan | | 3/1/2018(2) | | 1,825 | | 309,027 | | | | | | | 3/1/2019(3) | | 2,912 | | 493,089 | | | | | | | 3/1/2020(4) | | 3,668 | | 621,102 | | | | | | | 3/1/2021(5) | | 4,502 | | 762,324 | | | | | | | 3/1/2019(6) | | — | | — | | | | | | | 3/1/2020(7) | | — | | — | | 9,780 | | 1,656,047 | | | 3/1/2021(8) | | — | | — | | 4,502 | | 762,324 | Sean G. Brosnan | | 3/1/2018(2) | | 589 | | 99,735 | | | | | | | 3/1/2019(3) | | 1,266 | | 214,372 | | | | | | | 3/1/2020(4) | | 2,145 | | 363,213 | | | | | | | 3/1/2021(5) | | 4,058 | | 687,141 | | | | |
2023.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 |
(1)
| These amounts were determined based on the closing price of our common shares of $169.33$196.00 on December 31, 2021.29, 2023. |
(2)
| Unvested portion remaining from an award of time-vested restricted shares granted under the 2016 LTI Plan that vestsvested in four substantially equal installments on March 1, 2019, 2020, 2021, 2022, 2023 and 2022.2024. |
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| Unvested portion remaining from an award of time-vested restricted shares granted under the 2016 LTI Plan that vestsvested or will vest in four substantially equal installments on March 1, 2020, 2021, 2022, 2023, 2024 and 2023. | | 2025. |
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(4)
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(4) | Unvested portion remaining from an award of time-vested restricted shares granted under the 2016 LTI Plan that vestsvested or will vest in four substantially equal installments on March 1, 2021, 2022, 2023, 2024, 2025 and 2024.2026. |
(5)
| Unvested portion remaining from an award of time-vested restricted shares granted under the 2016 LTI Plan that vestsvested or will vest in four substantially equal installments on March 1, 2022, 2023, 2024, 2025, 2026 and 2025.2027. |
(6)
| Performance shares granted under the 2016 LTI Plan which vested at the end of the service period on December 31, 20212023 and following the Governance and Human Capital Committee’s determination of average change in tangible book value per common share plus change in accumulated dividends for each calendar year performance period. Performance shares were earned in three substantially equal annual installments based upon change in tangible book value per common share plus change in accumulated dividends during each calendar yearover the three-year performance period (2019, 2020 and 2021).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 change in tangible book value per common share plus change in accumulated dividends for purposesperformance of performance share awards during performance period as follows: for 2019, change in tangible book value per common share plus change in accumulated dividends of 17.9% resulted in the executive earning 200%190% of the target number of performance shares with respect to 2019; for 2020, change in tangible book value per common share plus change in accumulated dividends of 17.9% resulted in the executive earning 200% of the target performance shares with respect to 2020; and for 2021, change in tangible book value per common share plus change in accumulated dividends of negative 4.0% resulted in the executive earning 0% of the target performance shares with respect to 2021.shares. |
(7)
| Performance shares granted under the 2016 LTI Plan which vest at the end of the service period on December 31, 20222024 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 above-targetbetween 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 (200% of target) that may be earned for the three-year performance period. |
(8)
| Performance shares granted under the 2016 LTI Plan which vest at the end of the service period on December 31, 20232025 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 thresholdtarget and target,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. |
(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. |
(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. |
(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. |
(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. |
(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, Proxy Statement | 732023, 2024 and 2025.
|
(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. |
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TABLE OF CONTENTS 2023 Option Exercises and Stock Vested Table The following table sets forth information concerning the vesting of Contentsrestricted 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. 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 |
(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. |
(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. |
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TABLE OF CONTENTS Potential Payments Upon Termination or Change in Control Severance Payments and Benefits for Continuing Named Executive Officers We have entered into employment agreements with each of our continuing named executive officers, with the agreements for Messrs. Qutub, Curtis, and Marra, and Ms. Bender having a one-year term that extends automatically absent 30 days’ notice (for Messrs. Qutub and Curtis) or 90 days’ notice (for Mr. Marra and Ms. Bender,) by either party of such party’s intent not to renew the term. Mr. O’Donnell’s employment agreement provides that his term of employment currently runs for a one-year term from July 1 each year and extends automatically for an additional year on an annual basis absent 180 days’ notice by either party of such party’s intent not to renew the term. Pursuant to their employment agreements, in effect on December 31, 2021, our continuing named executive officers would have been entitled to certain payments and benefits upon certain qualifying terminations of their employment relationships with us occurring on December 31, 2021.2023. A named executive officer’s employment relationship may be terminated for any of the following reasons: (i) the executive’s death or disability,disability; (ii) by us with or without cause (as defined in the applicable executive’s agreement) ,; (iii) by the executive with or without good reason (as defined in the applicable executive’s agreement) ,; and (iv) after expiration of the term of employment following notice of non-extension by us or by the executive. No benefits are payable upon a termination by us for cause. Upon the termination of a continuing named executive officer’s employment by the Company occurring on December 31, 20212023 (other than a termination by us for cause), and subject to the execution of a mutual general release of claims (if requested by us), the executive would have become entitled to a combination of the following benefits, as illustrated in the Components of Severance Benefits Table below:benefits: 1.(i)
| an amount equal to a percent (the “Installment Percent”) of the executive’s annual salary and the greater of (x) their target bonus and (y) their actual bonus for the year of termination (the “Bonus Amount”), to be paid in installments over the 12-month (or, for Mr. Brosnan, six-month) period following the termination of employment;employment, provided that in the case of termination due to disability the executive is only eligible for the Installment Percent with respect to base salary; |
2.(ii)
| subject to the executive’s compliance with non-competition and other post-termination obligations, a lump sum payment equal to a percent (the “Lump Sum Percent”) of their annual salary and the Bonus Amount to be paid at the end of the 12-month (or, for Mr. Brosnan, six-month) period following the termination of employment;employment, provided that in the case of termination due to disability the executive is only eligible for the Lump Sum Percent with respect to base salary; |
3.(iii)
| a pro rata annual bonus (at target) based on the number of days elapsed in the year of termination through the date of termination; |
4.(iv)
| continuation of health benefits for the executive and their covered dependents for up to 12 months (or, for Mr. Brosnan, up to six months) following termination of employment; and |
5.(v)
| vesting of certain equity awards granted under our stock incentive plans, provided that Mr. Brosnan’s accelerated vesting is governed only by the 2016 LTI Plan and his award agreements thereunder and therefore is not conditioned on the execution of a mutual general release of claims.as described further below. |
The Installment Percent and Lump Sum Percent for Mr. O’Donnell are 150% and 50%, respectively, while the Installment Percent and Lump Sum Percent for Messrs. Qutub, Curtis Branagan and BrosnanMarra and Ms. Bender are 75% and 25%, respectively. In the event that a qualifying termination (e.g., a termination by us without cause or a termination by the executive for good reason) occurs within 12 months following a change in control, the Installment Percent and Lump Sum Percent are 150% and 50%, respectively, for each of the named executive officers. In addition, in the case Messrs. Qutub, Curtis or Marra and Ms. Bender elect not to extend their agreement or they resign without good reason, they will be entitled to the Installment Percent and Lump Sum Percent with respect to their base salary only as well as continuation of health benefits in the event we elect to extend the non-competition covenant for up to 12 months beyond their termination date. For Messrs.Mr. O’Donnell, and Branagan, a portion of the contractually provided severance benefits described above in clauses (1)(i) (Installment Percent of salary) and (2)(ii) (Lump Sum Percent of salary), which we view as consideration for the restrictive covenants contained in the employment agreements (referred to as “non-compete consideration”), was paid to each executivehim in the form of yearly pre-payments and a lump sum payment made on December 31, 2017, pursuant to the terms of theirhis employment agreements.Messrs.agreement. Mr. O’Donnell’s and Branagan’s employment agreementsagreement provide that all pre-payments received and the lump sum payment made on December 31, 2017 are subject to clawback and forfeiture in the event the executiveMr. O’Donnell ceases to comply with the terms and conditions of his employment agreement, including the non-competition and non-interference covenants described below, and also provideprovides us with a right to set off against other amounts owing to themhim should theyhe engage in certain activities that are detrimental to us after the payment of any pre-payments or the lump sum payment made on December 31, 2017.
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TableTABLE OF CONTENTS
For Mr. Marra, a portion of Contentsthe contractually provided severance benefits described above in clauses (i) (Installment Percent of salary) and (ii) (Lump Sum Percent of salary) was also pre-paid to him in the form of yearly pre-payments and a lump sum payment under his prior employment agreement, and continues to be prepaid to him each calendar year pursuant to his current employment agreement, in an amount equal to the excess (if any) of Mr. Marra’s base salary in effect at the end of the immediately preceding calendar year over Mr. Marra’s base salary in effect at the end of the second immediately preceding calendar year. All prepaid severance made to Mr. Marra (including pursuant to his prior employment agreement) is subject to repayment if Mr. Marra is terminated for cause or fails to comply with his employment agreement. Components of Severance Benefits Installment Percent of Salary | | x | • | x | | • | | x | | x | | x | | x | • | | | • | | | • | | | • | Installment Percent of Bonus | | x | • | x | | • | | | | | | x | | | | | | | | | • | | | | Lump Sum Percent of Salary | | x | • | x | | • | | x | | x | | x | | x | • | | | • | | | • | | | • | Lump Sum Percent of Bonus | | x | • | x | | • | | | | | | x | | | | | | | | | • | | | | Pro Rata Bonus | | x | • | x | | x• | | x | | | | x• | | | • | | | | | | • | | | | Continuation of Benefits | | x | • | x | | • | | x | | x | | x | | x | • | | | • | | | • | | | • | Vesting of Awards | | x | •(3) | x | | •(3) | x | | x• | | | • | x | | • | | | | | | •(3) | | | |
(1)
| In addition to the benefits above and as noted in the “2023 Summary Compensation Table above,Table”, we pay premiums on behalf of our continuing named executive officers with respect to life insurance coverage under our health and benefits plans. The death benefit equals four times the named executive officer’s annual salary up to a maximum of $2.0 million for Bermuda-based employees and 10 times the named executive officer’s annual salaryup to $750,000 for U.K.-basedU.S.-based employees. |
(2)
| With respect to Messrs. Qutub, Curtis and Brosnan,Marra, and Ms. Bender, these benefits will be provided only to the extent we elect to extend the non-competition covenant for up to 12 months (or, for Mr. Brosnan, up to six months) beyond the termination date. |
(3)
| Each continuing named executive officer’s employment agreement other than Mr. Brosnan’s, provides for this accelerated vesting, which applies to all time-vested awards (i.e.(i.e., restricted shares). See “—Treatment of Equity Awards UponFor Messrs. O’Donnell, Qutub, Curtis and Marra, and Ms. Bender, a Termination of Employment or Change in Control” below fortermination by the executive without “good reason” will qualify as a discussion relating to“retirement” if the accelerated vesting of Mr. Brosnan’s restricted shares and eachexecutive’s employment is terminated by the executive following the later of the other nameddate on which (i) the sum of the executive’s age and years of service with the Company equals 65 and (ii) the executive officer’s performance shares.has first completed five years of service with the Company. |
The estimated payments and benefits provided to each
Death Benefits We pay premiums on behalf of our continuing named executive officers upon each typewith respect to life insurance coverage under our health and benefits plans. The death benefit equals four times the named executive officer’s annual salary up to a maximum of $2.0 million for Bermuda-based employees and up to $750,000 for U.S.-based employees. In addition, in the event of the executive officer’s death, the executive officer’s estate would receive a pro rata annual bonus (at target) based on the number of days elapsed in the year of termination or upon a change in controlthrough the date of termination. Our named executive officers are summarizedalso eligible to receive the vesting of certain of their equity awards in the Estimated Payments and Benefits Upon Termination or Change in Control Table belowevent of death, as if the termination or change in control, as applicable, had occurred on December 31, 2021 using the closing price of our common shares of $169.33 on December 31, 2021. In addition, because the estimated payments are calculated by assuming a termination on December 31, 2021, 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.described below. Treatment of Equity Awards Upon a Termination of Employment or Change in Control Pursuant to Messrs. O’Donnell’s, Qutub’s, Curtis’ and Branagan’sMarra’s, and Ms. Bender employment agreements, all unvested time-vested equity awards (which currently consists of all of their unvested restricted shares)shares, including the portion of Mr. O’Donnell’s performance recognition award tied to management-related objectives) would vest in full upon such executive’s death, a termination due to such executive’s disability, a voluntary termination by such executive for good reason, an involuntary termination of such executive without cause or a non-renewal of the agreement by us. Mr. Brosnan’s employment agreement does not provide for accelerated vesting, and instead the accelerated vesting of his restricted shares is governed only by the terms of the 2016 LTI Plan and his award agreements thereunder.Awards granted under the 2016 LTI Plan are subject to “double-trigger” vesting and, therefore, awards that are assumed or substituted in connection with a change in control will accelerate only if a participant experiences a qualifying termination within two years following the change in control.In addition, each executive’s unvested restricted shares (if any)control, provided that awards are not assumed or substitutedsubject to accelerated vesting in connection withthe event of a change in control will fully vest and any performance shares granted underin which the 2016 LTI Plan on or after May 14, 2018 thatawards are not assumed or substituted in connection with a change in control will accelerate as set forth inby the table below.
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The following table sets forth the treatment of our outstanding performance shares, including performance recognition awards other than the portion of Mr. O’Donnell’s tied to management-related objectives, upon certain termination events and a change in control. Other than as set forth in the table, performance shares that remain unvested as of any termination of employment will be forfeited. Shares as to which the Performance Period Has Ended | Performance Shares under2016 LTI Plan | |
Full vesting and waiver of remaining service condition. | | |
Remain outstanding until the completion of the remaining service period, subject to acceleration upon a qualifying termination within two years following a change in control. | Shares Remaining Subject to Performance Vesting | Performance Shares under2016 LTI Plan granted onMarch 1, 2019 | |
Remain outstanding until the completion of the performance period, and vest based on the actual level of attainment of the applicable performance goals. | | Performance shares that are assumed or substituted in connection with a change in control remain outstanding until the completion of the performance and service periods, subject to acceleration upon a qualifying termination within two years following a change in control, and vest based on the actual level of attainment of the applicable performance goals. For performance shares that are not assumed or substituted in connection with a change in control: (i) shares for which the performance period has not yet commenced are subject to acceleration assuming achievement of the target level of the applicable performance goals and (ii) shares with a performance period that includes the date of the change in control are subject to acceleration based on the total shareholder return achieved as of the date of the change in control. | Performance Shares under2016 LTI Plan granted onMarch 1, 2020 and March 1,2021 | | Remain outstanding until the completion of the performance period, and vest based on the actual level of attainment of the applicable performance goals. | |
Performance shares that are assumed or substituted in connection with a change in control remain outstanding until the completion of the performance and service periods, subject to acceleration upon a qualifying termination within two years following a change in control, and vest based on the actual level of attainment of the applicable performance goals. Performance shares that are not assumed or substituted in connection with a change in control are subject to acceleration based on the total shareholder return achieved as of the date of a change in control. |
| | (1)
| For Messrs. O’Donnell, Qutub, Curtis and Branagan,Marra, and Ms. Bender, a termination by the executive without “good reason” will qualify as a “retirement” if the executive’s employment is terminated by the executive following the later of the date on which (i) the sum of the executive’s age and years of service with the Company equals 65 and (ii) the executive has first completed five years of service with the Company. Mr. Brosnan’s employment agreement does not include a comparable provision. |
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Restrictive Covenants Under the named executive officers’ employment agreements, during the term of employment and for 12 months (or, for Mr. Brosnan, six months) following any termination of employment, each executive is subject to non-interference covenants and each executive is also subject to non-competition covenants; provided that, for Messrs. Qutub, Curtis and BrosnanMarra, and Ms. Bender only, the non-competition covenant will extend beyond a termination without good reason or due to an employee non-renewal only to the extent that we elect to pay Messrs. Qutub, Curtis and BrosnanMarra, and Ms. Bender the Installment Percent and Lump Sum Percent of salary (or prorated portion thereof for an extension for a period of less than 12 months for Messrs. Qutub, Curtis and Curtis or six months for Mr. Brosnan)Marra, and Ms. Bender). Generally, the non-competition covenant prevents the executive from engaging in activities competitive with our business or the business of our affiliates, and the non-interference covenant prevents the executive from soliciting or hiring our employees or those of our affiliates or service providers and from inducing any of our customers, suppliers, licensees or other business relations or those of our affiliates, to cease doing business with, or reduce the amount of business conducted with, us or our affiliates, or in any other manner interfering with our relationship with such parties. The named executive officers’ employment agreements also contain standard confidentiality and invention assignment provisions as well as indemnification protection generally to the fullest extent permitted by Bermuda law, except in certain limited circumstances.
Separation Benefits with Ian Branagan As noted above, 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 departure, 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. As required by his employment agreement and separation agreement, Mr. Branagan received, or will receive, the following severance and benefits converted from pounds sterling to U.S. dollars at the spot exchange rate of 1.27 for the year ended December 31, 2023: $892,494, representing 75% of the greater of his (x) target bonus and (y) actual bonus for the year of termination, payable in installments over 12-months; subject to Mr. Branagan’s compliance with non-competition and other post-termination obligations, Mr. Branagan will receive a lump sum payment equal to $297,501, representing 25% of the greater of his (x) target bonus and (y) actual bonus for the year of termination, paid at the end of the 12-month period following his termination of employment; pursuant to the terms of his employment agreement, a portion of the contractually provided severance benefits representing the 75% installment percent of annual salary and 25% lump sum percent of annual salary was previously paid to Mr. RenaissanceRe 2024 Proxy Statement | 75
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Branagan in the form of Contentsyearly pre-payments and a lump sum payment made on December 31, 2017; a pro rata target annual bonus (at target) based on the number of days elapsed in the year of termination through the date of his termination ($634,466); continuation of health benefits for the executive and their covered dependents for up to 12 months ($7,980, estimated value based on the premiums applicable to Mr. Branagan as of his termination date); and vesting of certain equity awards granted under our stock incentive plans, pursuant to the terms of our stock incentive plans and Mr. Branagan’s employment agreement and underlying award agreements (estimated value of accelerated vesting of restricted shares of $2,327,262 based on the Company’s share price as of December 29, 2023 and continued vesting of performance shares of $2,887,472, based on the Company’s share price as of December 29, 2023 and assuming target performance for Mr. Branagan’s outstanding performance share awards, which are scheduled to vest following the conclusion of the performance period and based on actual performance). Mr. Branagan remains subject to restrictive covenants in favor of the Company, as described above, and agreed to a mutual general release of claims. In addition, to facilitate the smooth transition of responsibilities and in light of Mr. Branagan's institutional knowledge, the Company and Mr. Branagan entered into a consulting agreement pursuant to which he will receive consulting payments of $254,620 for the one-year period starting September 1, 2023. 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, 2021,2023, are set forth in the table below. Becausebelow, 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, 2021,2023, it includes the accelerated vesting of certain awards that vested following year-end and prior to the date of this proxy statement. 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 |
76 | RenaissanceRe 2024 Proxy Statement
TABLE OF CONTENTS 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 | | 7,965,000 | | 7,965,000 | | 2,655,000 | | — | | 2,655,000 | | 2,655,000 | | | Accelerated Vesting of Awards(2) | | 11,065,546 | | 11,065,546 | | — | | — | | 11,065,546 | | 11,065,546 | | | Life Insurance | | — | | — | | — | | — | | 2,000,000 | | — | | | Continuation of Health Benefits | | 45,840 | | 45,840 | | 30,560 | | 30,560 | | — | | 30,560 | | | Total: | | 20,436,386 | | 20,436,386 | | 2,685,560 | | 30,560 | | 15,720,546 | | 15,111,106 | Robert Qutub | | Salary(1) | | 650,000 | | 1,300,000 | | 650,000 | | 650,000 | | — | | 650,000 | | | Bonus | | 1,950,000 | | 2,925,000 | | 975,000 | | — | | 975,000 | | 975,000 | | | Accelerated Vesting of Awards(2) | | 3,810,434 | | 3,810,434 | | — | | — | | 3,810,434 | | 3,810,434 | | | Life Insurance | | — | | — | | — | | — | | 795,000 | | — | | | Continuation of Health Benefits | | 30,560 | | 30,560 | | 30,560 | | 30,560 | | — | | 30,560 | | | Total: | | 6,440,994 | | 8,065,994 | | 1,655,560 | | 680,560 | | 5,580,434 | | 5,465,994 | Ross A. Curtis | | Salary(1) | | 725,000 | | 1,450,000 | | 725,000 | | 725,000 | | — | | 725,000 | | | Bonus | | 2,175,000 | | 3,262,500 | | 1,087,500 | | — | | 1,087,500 | | 1,087,500 | | | Accelerated Vesting of Awards(2) | | 4,039,536 | | 4,039,536 | | — | | — | | 4,039,536 | | 4,039,536 | | | Life Insurance | | — | | — | | — | | — | | 2,000,000 | | — | | | Continuation of Health Benefits | | 30,560 | | 30,560 | | 30,560 | | 30,560 | | — | | 30,560 | | | Total: | | 6,970,096 | | 8,782,596 | | 1,843,060 | | 755,560 | | 7,127,036 | | 5,882,596 | Ian D. Branagan | | Salary(1) | | 23,952 | | 690,673 | | 23,952 | | 23,952 | | — | | 23,952 | | | Bonus | | 2,000,165 | | 3,000,247 | | 1,000,082 | | — | | 1,000,082 | | 1,000,082 | | | Accelerated Vesting of Awards(2) | | 3,775,889 | | 3,775,889 | | — | | — | | 3,775,889 | | 3,775,889 | | | Life Insurance | | — | | — | | — | | — | | 6,667,216 | | — | | | Continuation of Health Benefits | | 8,349 | | 8,349 | | 8,349 | | 8,349 | | — | | 8,349 | | | Total: | | 5,808,355 | | 7,475,158 | | 1,032,383 | | 32,301 | | 11,443,187 | | 4,808,272 | Sean G. Brosnan | | Salary(1) | | 525,000 | | 1,050,000 | | 525,000 | | 262,500 | | — | | 262,500 | | | Bonus | | 525,000 | | 1,575,000 | | 525,000 | | 262,500 | | 525,000 | | 525,000 | | | Accelerated Vesting of Awards(2) | | — | | — | | — | | — | | — | | — | | | Life Insurance | | — | | — | | — | | — | | 2,000,000 | | — | | | Continuation of Health Benefits | | 15,280 | | 15,280 | | 15,280 | | 15,280 | | — | | 15,280 | | | Total: | | 1,065,280 | | 2,640,280 | | 1,065,280 | | 540,280 | | 2,525,000 | | 802,780 |
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 |
| | (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 | | |
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| salaries in effect as of December 31, 2021,2023, less the value of the non-compete consideration that was paid to Messrs.Mr. O’Donnell and Branagan on December 31, 2017 and certain yearly pre-payments that were paid to Messrs. O’Donnell and BranaganMarra, 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. In addition, Mr. Branagan’s December 31, 2021 salary has been converted from pounds sterling into U.S. dollars at the prevalent exchange rate of 1.35 on that date. |
(2)
| Please see the narrative discussion above under “—Treatment“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: |
| ●-
| the value of restricted share awards that had not yet vested as of December 31, 2021,2023, based on the closing price of $169.33$196.00 per common share value on December 31, 2021;29, 2023; and |
-
| ● | the value of performance shares that had not yet vested as of December 31, 2021,2023, based on the target number of performance shares for performance periods beginning on or after January 1, 20222024 and on the actual number of performance shares earned for performance periods ending on or before December 31, 20212023 and the closing price of $169.33$196.00 per common share value on December 31, 2021. | | | | | | 29, 2023. |
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To identify our median employee, we determined the sum of 20212023 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, 2021.2023. As of December 31, 2021,2023, we employed 635931 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, 2021.2023. 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 2021.2023. 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. 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 20212023 fiscal year: | Annual Total Compensation | | Kevin J. O’Donnell President and Chief Executive Officer | | $ | 8,868,902 | | Median Employee | | $ | 192,250 | | Ratio | | | 46.1:1 | | | | | | |
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First Amended and Restated 2016 Long-Term Incentive Plan
| PROPOSAL 3 | Annual Total Compensation | Kevin J. O’Donnell
President and Chief Executive Officer | | | $23,647,253 | Approval of the RenaissanceRe Holdings Ltd. First Amended and Restated 2016 Long-Term Incentive Plan
The Board of Directors unanimously recommends that shareholders vote FOR the approval of the appointment of First Amended and Restated 2016 Long-Term Incentive Plan.
Median Employee | | | $297,037 | Ratio | | | 79.6:1 |
Alternative Pay Ratio Overview of Proposal
We are asking our shareholders to approve the First Amended and Restated 2016 Long-Term Incentive Plan (the “2016 Plan Restatement”) to increase the number of common shares reserved for issuance under the plan by 925,000 common shares. Shareholders are also being asked to approve certain updates to eliminate plan provisions that were included in order to allow us to grantIn November 2023, we granted performance recognition awards that would qualify as “performance-based” compensation for purposes of the exception to the deduction limitation under Section 162(m) of the Code prior to the repeal of such exception under the Tax Cuts and Jobs Act of 2017. The 2016 Plan Restatement also (i) extends the term of the 2016 LTI Plan until May 15, 2032, (ii) clarifies the treatment of awards during a participant’s approved unpaid leave of absence, (iii) clarifies that we may accelerate a participant’s termination date following the participant’s provision of notice of his or her intention to resign at a future date without changing the characterization of the termination, and (iv) provides that the repurchase price for Company repurchases of unvested restricted stock following a participant’s termination will be equal to the lesser of (x) the fair market value of the restricted stock on the date of repurchase, and (y) the original purchase price paid for the restricted stock less any dividends or other distributions or bonus received in respect of the restricted stock prior to the date of repurchase. Other than these changes, no other substantive changes are contemplated to the 2016 LTI Plan. The 2016 Plan Restatement was approved unanimously by the Board at its meeting on February 4, 2022.
As discussed below, the Board believes the amended and restated 2016 LTI Plan is essential to our continued success as it remains committed to our historical philosophy of incentivizing employees by tying a significant portion of their compensation to the interests of our shareholders. The existing share reserve under the 2016 LTI Plan may not be sufficient to satisfy the anticipated need for additional grants to eligible participants. As of March 16, 2022, there were 931,901 shares underlying outstandingcontinuing named executive officers, including Mr. O’Donnell. Those awards under the 2016 LTI Plan (with the number of shares underlying outstanding unearned performance based-awards calculated based on maximum performance) and 510,732 shares remaining available for issuance under the 2016 LTI Plan. Based on our historical grant practices and certain other assumptions, including the price of our common shares, the additional 925,000 shares being requested, which represent approximately 2.1% of our 44,192,900 outstanding common shares and 2.1% of our fully diluted common shares as of March 16, 2022, together with the remaining shares available for issuance under the 2016 LTI Plan, are expected to provide us with the ability to grant awards under the 2016 LTI Plan for approximately 5 years, following which shareholders would be able to reevaluate any additional share authorization request.
If the 2016 Plan Restatement is not approved, we would be at a significant disadvantage for recruiting, retaining and motivating the high caliber individuals critical to our growth and profitability and could be forced to increase cash compensation, thereby reducing resources available to meet our business needs. Since our inception, the Board has sought to align the interests of our employees with the long-term interests of shareholders through, among other things, a determination to place a significant emphasis on equity-based compensation as a component of our compensation programs. The Board believes that equity compensation of the type available for grant under the 2016 LTI Plan, a cash- and stock-based incentive plan, furthers our goal of creating long-term value for our shareholders by fostering an ownership culture that encourages a focus on long-term performance, retention, and shareholder value-creation, and exposes our employees to economic diminishment if our share performance lags.
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Alignment of the 2016 LTI Plan with the Interests of the Company and Shareholders
At RenaissanceRe, our people are our most valuable resource and are core to our success. The Board believes that using equity to retain and motivate our key employees is critical to the achievement of our long-term goals and it considered the following factors, among other things, when amending the 2016 LTI Plan:
● | Allows us to align participant and shareholder interests. The Board believes that share ownership by employees, consultants and non-employee directors provides performance incentives and fosters long-term commitment to our benefit and to the benefit of our shareholders; | ● | Allows us to recruit and retain top talent. The Board believes that the proposed increasedescribed in the shares available under the amended 2016 LTI Plan will serve a critical role in attracting, retaining and motivating high caliber individuals essential to our success; and | ● | Allows us to pay-for-performance. The Board believes that equity compensation, by its very nature, is performance-based compensation and that the amended 2016 LTI Plan reflects our pay-for-performance philosophy and motivates our employees, consultants and non-employee directors to enhance our growth and profitability. |
Key Features of the 2016 LTI Plan
The 2016 LTI Plan and our related governance practices and policies include many features that are designed to protect shareholder interests. A summary of these features follows, and a more detailed description of the features is included under the heading “Summary of the 2016 LTI Plan” below. The summariesdetail in this proposal do not provide a complete description of all the provisions of the 2016 LTI Plan and are qualified in their entirety by reference to the full text of the 2016 LTI Plan, as amended and restated to reflect the 2016 Plan Restatement, which is attached to this proxy statement as “Appendix B.”
● | Annual Limits on Awards to Individual Participants. The amended 2016 LTI Plan contains limits on the number of certain types of awards that may be granted to individual participants in a given fiscal year, as discussed below. | ● | Fixed Reserve of Shares. The number of shares of common stock available for grant under the 2016 LTI Plan is fixed and will not automatically increase because of an “evergreen” feature; shareholder approval is required to issue any additional shares, allowing our shareholders to have direct input on our equity compensation program. | ● | No Repricing. The 2016 LTI Plan prohibits the repricing of awards, as well as the cash buyout of underwater awards, without shareholder approval. | ● | No Discounted Stock Options or Stock Appreciation Rights. All stock options and stock appreciation rights must have an exercise price or base price equal to or greater than the fair market value of the underlying shares on the date of grant. | ● | No Liberal Definition of “Change in Control.” The change in control definition contained in the 2016 LTI Plan is not a “liberal” definition that would be triggered on mere shareholder approval of a transaction. | ● | Limitation on Term of Stock Options and Stock Appreciation Rights. The maximum term of a stock option or stock appreciation right under the 2016 LTI Plan is 10 years. | ● | No Dividends or Dividend Equivalents on Unearned Performance Awards. The 2016 LTI Plan provides that participants will not receive any current payment of dividends or dividend equivalent rights on unvested or unearned performance awards. | ● | Double-Trigger Vesting. Pursuant to the 2016 LTI Plan, the vesting of awards that are assumed or substituted in connection with a change in control only accelerates as a result of the change in control if a participant experiences a qualifying termination within two years following the change in control. | ● | Clawback. Awards granted under the 2016 LTI Plan are subject to our clawback and/or recoupment policies. | ● | Limitation on Amendments. Amendments to the 2016 LTI Plan must be approved by our shareholders if shareholder approval is required by applicable law or the applicable rules of the national securities exchange on which our shares are principally listed or if the amendment would diminish the prohibitions on repricing stock options or stock appreciation rights. |
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● | No Automatic Grants. The 2016 LTI Plan does not provide for automatic grants to any participant. | ● | Independent Governance and Human Capital Committee. Our Governance and Human Capital Committee, which administers the 2016 LTI Plan, consists entirely of independent directors. | ● | No Tax Gross-Ups. The 2016 LTI Plan does not provide for any tax gross-ups. | ● | Minimum Vesting Period. Awards under the 2016 LTI Plan generally must vest over a period of not less than one year from the date of grant. | ● | Limits Annual Compensation for Non-Employee Directors. The 2016 LTI Plan imposes a $1,500,000 annual limit on the cash and equity compensation payable to each of our non-employee directors. |
Key Data
The following table includes information regarding our outstanding awards and common shares available for future awards under the existing 2016 LTI Plan as of March 16, 2022 (and without giving effect to approval of the 2016 Plan Restatement under this proposal):
| | 2016 LTI Plan | Total common shares underlying outstanding stock options | | 0 | Weighted average exercise price of outstanding stock options | | $0 | Weighted average remaining contractual life of outstanding stock options | | 0 | Total unvested restricted shares outstanding(1) | | 931,901 | Total common shares currently available for grant | | 510,732 |
(1) | Restricted shares include performance shares and time-vested restricted shares. All restricted shares are considered issued at the time of grant and are included in our outstanding common shares. Performance shares are issued at the maximum potential payout. The number of unvested restricted shares outstanding as of March 16, 2022 includes 21,979 unvested restricted shares held by our non-employee directors. |
“2023 Performance Recognition Awards” above. The Governance and Human Capital Committee monitorsbelieves 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 burn rate and total dilution, and grants onlycompensation 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. Kevin J. O’Donnell
President and Chief Executive Officer | | | $11,647,330 | Median Employee | | | $297,037 | Ratio | | | 39.2:1 |
78 | RenaissanceRe 2024 Proxy Statement
TABLE OF CONTENTS Pay Versus Performance Pursuant to Section 953(a) of the numberDodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of stock-based awards that it believes are necessaryRegulation S-K, the “Pay Versus Performance Table” (set forth below) is required to attract, reward and retain key employees, officers and other service providers. Burn rate, or run rate, refers to how fast a company uses the supply of shares authorized for issuance under its share incentive plan. Over the last three years, we have maintained an average burn rate of only 0.74% of common shares outstandinginclude “Compensation Actually Paid,” as calculated per year. Dilution measures the degree to which our shareholders’ ownership has been diluted by stock-based compensation awarded under our share plans. The following table shows our burn rate and dilution percentages over the past three years:Key Equity Metric | | 2019 | | | 2020 | | | 2021 | | Burn Rate(1) | | 0.72 | % | | 0.82 | % | | 0.68 | % | Dilution(2) | | 1.53 | % | | 1.51 | % | | 1.77 | % |
(1) | “Burn rate” is calculated by dividing the number of common shares subject to equity awards granted during the fiscal year by the weighted average number of common shares outstanding during the fiscal year. | (2) | “Dilution” is calculated by dividing the number of common shares subject to equity awards outstanding at the end of the fiscal year by the number of common shares outstanding at the end of the fiscal year. |
After giving effectSEC disclosure rules, to the proposed increase toCompany’s PEO and the share reserve,Company’s non-PEO named executive officers, as noted below. “Compensation Actually Paid” represents a required calculation of compensation that differs significantly from the total fully-diluted overhang“2023 Summary Compensation Table” calculation of compensation, the named executive officers’ realized or earned compensation, as of March 16, 2022 would be 5.4%. In this context, fully-diluted overhang is calculatedwell as from the sum of grants outstanding and shares available for future awards (numerator) divided by the sum of the numerator and basic common shares outstanding (denominator), with all data effective as of March 16, 2022.
Our future share usage could be impacted by a number of factors such as award type mix; hiring and promotion activity at the executive level; the rate atway in which shares are returned to the 2016 LTI Plan’s reserve upon the awards’ expiration, forfeiture or cash settlement; the future performance of our share price; and other factors.
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Summary of the 2016 LTI Plan
The following is a summary of certain material features of the 2016 LTI Plan.
Purpose
The 2016 LTI Plan is designed to assist us in attracting, retaining, motivating and rewarding certain of our key employees, officers, directors and other service providers, and to promote the creation of long-term value for our shareholders by closely aligning the interests of such individuals with those of the shareholders.
Administration
The 2016 LTI Plan is administered by 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 has the authorityremain subject to designate participants, grant awards, determine the number of common shares to be covered by awards, determine the terms and conditions of any awards, and construe and interpret the 2016 LTI Plan and related award agreements. The Governance and Human Capital Committee has the authority to accelerateforfeiture 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 outstandingthe 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 any reason, including upon a “corporate event” (as defined below), subjectthe other named executive officers are not scheduled to the 2016 LTI Plan’s double-trigger vesting limitation, or in the event of certain types of terminations of employment. To the extent permitted by applicable law, the Governance and Human Capital Committee is permitted to delegate its authority under the 2016 LTI Plan to officers or employees of the Company, although any award granted to any person who is not an employee of the Company (including any non-employee director of the Company or its affiliates) or who is subject to Section 16 of the Exchange Act must be expressly approved by the Governance and Human Capital Committee.Shares Available for Issuance Under the 2016 LTI Plan and Limits on Awards
As of March 16, 2022, a total of 510,732 common shares were available for issuance under the existing 2016 LTI Plan, 931,901 common shares were underlying outstanding and unvested awards under the 2016 LTI Plan, and 692,459 vested common shares were outstanding that were issued under the 2016 LTI Plan. If our shareholders approve the 2016 Plan Restatement, an additional 925,000 common shares will be reserved and available for future issuance under the 2016 LTI Plan, bringing the total number of common shares reserved for issuance under the 2016 LTI Plan to 3,060,092, of which 1,435,732 common shares will initially be available for grant (not including any forfeitures occurring after March 16, 2022).
If any award granted under the 2016 LTI Plan expires or is canceled, forfeited, settled in cash or otherwise terminated without delivery of shares to a participant, the undelivered shares will again become available for awards under the 2016 LTI Plan. Any shares withheld for the payment of any exercise price or taxes relating to any award under the 2016 LTI Plan will not be deemed to constitute shares delivered and will be deemed to again be available for delivery under the plan.
Awards and the shares authorized under the 2016 LTI Plan are subject to adjustment as described below under “Changes in Capital Structure.”
The maximum number of common shares subject to stock options, performance awards or stock appreciation rights that may be granted to any individual in any one calendar year may not exceed 500,000. Similarly, the maximum value of a performance award that is valued in dollars (as opposed to shares) that may be granted to any individual in any one year may not exceed $50,000,000.
If our shareholders approve the 2016 Plan Restatement, the maximum number of common shares reserved for issuance under the 2016 Plan Restatement that may be issued or transferred upon exercise or settlement of incentive stock options will be 3,060,092 shares. 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.
Awards and the common shares authorized under the 2016 LTI Plan, as well as any individual share limits, are subject to adjustment as described below under “Changes in Capital Structure.”
The closing price of a common share as reported on The New York Stock Exchange on March 16, 2022 was $147.81 per common share. vest until December 31, 2026. 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 % |
84(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: |
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Eligibility
The following individuals are eligible to participate in the 2016 LTI Plan:
●-
| employees2023: Robert Qutub; Ross A. Curtis; David Marra; Shannon L. Bender; and officersIan D. Branagan |
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| 2022: Robert Qutub; Ross A. Curtis; Ian D. Branagan; and Sean Brosnan |
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| 2021: Robert Qutub; Ross A. Curtis; Ian D. Branagan; and Sean Brosnan |
-
| 2020: Robert Qutub; Ross A. Curtis; Ian D. Branagan; and Stephen H. Weinstein |
(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 Company or its affiliates,total compensation reported in the “2023 Summary Compensation Table” for the applicable year for our other named executive officers for the applicable year. |
●(3)
| non-employee directorsTo 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 Company or its affiliates,adjustments for Mr. O’Donnell and for the average of the other named executive officers is set forth following the footnotes to this table. |
●(4)
| other individuals who provide substantial servicesPursuant to rules of the Company or its affiliates as a consultant or advisor (or a wholly owned alter ego entitySEC, the comparison assumes $100 was invested on December 31, 2019. Historic stock price performance is not necessarily indicative of suchfuture stock price performance. |
(5)
| The TSR peer group consists of the S&P 1500 Property & Casualty Insurance Index, an individual),independently prepared index that includes companies in the property and who are designated as eligible bycasualty insurance industry (and which is used for the Company’s stock performance chart in the annual report). |
(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 | ● | prospective employees rewarding management’s performance in the 2023 incentive program design. This measure is used to determine the vesting of 75% of the Company or its affiliates, althoughperformance share awards, the most heavily weighted component of our executive compensation program. |
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TABLE OF CONTENTS Reconciliation of CAP Adjustments CAP Adjustments – Kevin J. O’Donnell 2023 | | | 23,647,253 | | | (17,014,841) | | | 17,338,993 | | | 4,940,668 | | | — | | | 1,123,167 | | | — | | | 62,130 | | | 30,097,370 | 2022 | | | 10,130,622 | | | (5,014,750) | | | 6,350,040 | | | 740,992 | | | — | | | (372,333) | | | (1,806,074) | | | 57,534 | | | 10,086,031 | 2021 | | | 8,908,774 | | | (4,674,712) | | | 4,867,899 | | | 165,907 | | | — | | | (19,819) | | | (1,208,330) | | | 170,710 | | | 8,210,429 | 2020 | | | 9,573,736 | | | (4,674,754) | | | 4,549,106 | | | (2,015,955) | | | — | | | (779,437) | | | (896,109) | | | 155,225 | | | 5,911,812 |
CAP Adjustments – Other Non-PEO Named Executive Officers (Average) 2023 | | | 4,901,470 | | | (2,308,267) | | | 2,318,756 | | | 545,113 | | | 170,752 | | | 330,142 | | | — | | | 18,276 | | | 5,976,242 | 2022 | | | 3,373,344 | | | (1,446,571) | | | 1,831,753 | | | 208,920 | | | — | | | (122,955) | | | (287,819) | | | 18,407 | | | 3,575,079 | 2021 | | | 2,963,222 | | | (1,267,789) | | | 1,320,181 | | | 45,919 | | | — | | | (10,064) | | | (302,207) | | | 34,792 | | | 2,784,054 | 2020 | | | 3,429,817 | | | (1,636,096) | | | 1,418,051 | | | (488,150) | | | 174,070 | | | (296,553) | | | (250,841) | | | 44,003 | | | 2,394,301 |
(a)
| Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. With respect to the CAP Adjustments - Other Non-PEO Named Executive Officer table, amounts shown represent averages. See footnote 1 for a list of the named executive officers included in the average for each indicated fiscal year. |
(b)
| Represents the grant date fair value of the stock awards granted during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. |
(c)
| Represents the fair value as of the indicated fiscal year-end of the outstanding and unvested stock awards granted during such individuals may not receive any payment or exercise any rights relatingfiscal year, computed in accordance with the methodology used for financial reporting purposes and, for awards subject to awards until they have actually commenced employment.performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. |
(d)
| Represents the change in fair value during the indicated fiscal year of the outstanding and unvested stock awards held by the applicable named executive officer as of the last day of the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. |
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(e)
| Represents the fair value at vesting of the stock awards that were granted and vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. |
(f)
| Represents the change in fair value, measured from the prior fiscal year-end to the vesting date, of each stock award that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. |
(g)
| Represents the fair value as of the last day of the prior fiscal year of the stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. |
(h)
| Represents the aggregate value of dividends paid on outstanding and unvested stock awards. |
Relationship Between Pay and Performance Below is a description of March 16, 2022, there were approximately 659 employees, officers, directors and other individuals eligible to participate in the 2016 LTI Plan.Grants of Awards
Pursuantrelationships between executive compensation actually paid by us to the 2016 LTI Plan,PEO and the Governance and Human Capital Committee may grant awardsaverage of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards (including cash-based performance awards), and other stock-based awards.
Stock Options. We have not granted stock optionsthe executive compensation actually paid to anyone, including ourthe named executive officers since 2008 and have no present intention to grant stock options in the near term. No stock options are currently outstanding. However, to maintain maximum flexibility, the 2016 LTI Plan allows the grant of both incentive stock options, within the meaning of Section 422(b) of the Code, and non-qualified stock options.
A stock option granted under the 2016 LTI Plan provides a participant with the right to purchase, within a specified period of time, a stated number of common shares at the price specified in the applicable award agreement. The exercise price applicable to a stock option is set by the Governance and Human Capital Committee at the time of grant and may not be lessother than the fair marketPEO, and the cumulative total shareholder return; net income (loss); and change in book value of a commonper share on the date of grant.
Stock options vestplus change in accordance with the terms of the applicable award agreement. The maximum term of aaccumulated dividends. As described in “Compensation Discussion and Analysis,” our executive compensation program is heavily weighted towards long-term incentive awards that are settled in stock. Given this weighting towards long-term incentives, our compensation actually paid is less impacted by our net income and change in book value per share plus change in accumulated dividends and most greatly impacted by changes in our stock option granted under the 2016 LTI Plan is 10 years from the date of grant (or five years in the case of an incentive stock option grantedprice.
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TABLE OF CONTENTS Performance Measures Used to a 10% shareholder). Payment of the exercise price of a stock option may be made in a manner approved by the GovernanceLink Company Performance and Human Capital Committee, which may include any of the following payment methods: cash, common shares, pursuant to a broker-assisted cashless exercise in accordance with procedures approved by the Governance and Human Capital Committee, pursuant to a delivery of a notice of “net exercise,” or in any other form of consideration approved by the Governance and Human Capital Committee.The 2016 LTI Plan provides that participants whose employment is terminated (i) for “cause” (as such term is defined in the 2016 LTI Plan) or (ii) dueCompensation Actually Paid to the participant’s termination for any reason other than for “cause” after the occurrence of an event that would be grounds for a termination for “cause,” will forfeit all of their stock options, whether or not vested. Participants terminated for any other reason will forfeit their unvested stock options and retain their vested stock options, and will have one year (in the case of a termination by reason of death or disability) or 90 days (in all other cases) following their termination date to exercise their vested stock options. The Governance and Human Capital Committee may also exercise its discretion to provide for different treatment of stock options upon termination.
No incentive stock options may be granted under the 2016 LTI Plan following the 10th anniversary of the date the 2016 Plan Restatement was adopted by the Board.
Stock Appreciation Rights. A stock appreciation right is a conditional right to receive an amount equal to the value of the appreciation in the common shares over a specified period. Stock appreciation rights may be settled in common shares, cash or other property, as specified in the award agreement or as determined by the Governance and Human Capital Committee. The base price applicable to a stock appreciation right is set by the Governance and Human Capital Committee at the time of grant and may not be less than the fair market value of a common share on the date of grant.
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The maximum term of a stock appreciation right granted under the 2016 LTI Plan is 10 years from the date of grant. Upon exercise of a stock appreciation right, payment in respect of such stock appreciation right may be made in cash, common shares, or property as specified in the applicable award agreement or as determined by the Governance and Human Capital Committee, in each case having a value in respect of each common share underlying the portion of the stock appreciation right so exercised, equal to the difference between the base price of such stock appreciation right and the fair market value of a common share on the exercise date.
The 2016 LTI Plan provides that participants whose employment is terminated (i) for “cause” (as such term is defined in the 2016 LTI Plan) or (ii) due to the participant’s termination for any reason other than for “cause” after the occurrence of an event that would be grounds for a termination for “cause,” will forfeit all of their stock appreciation rights, whether or not vested. Participants terminated for any other reason will forfeit their unvested stock appreciation rights and retain their vested stock appreciation rights, and will have one year (in the case of a termination by reason of death or disability) or 90 days (in all other cases) following their termination date to exercise their vested stock appreciation rights. The Governance and Human Capital Committee may also exercise its discretion to provide for different treatment of stock appreciation rights upon termination.
Restricted Stock. An award of restricted stock is a grant of common shares which are subject to limitations on transfer during a restricted period established in the applicable award agreement. Holders of restricted stock generally have the rights and privileges of a shareholder with respect to their restricted stock. Unless otherwise set forth in an award agreement, dividends with respect to the restricted stock are withheld by the Company on behalf of the participant and are subject to vesting and forfeiture to the same degree as the shares of restricted stock to which such dividends relate.
Except as otherwise provided by the Governance and Human Capital Committee, in the event a participant is terminated for any reason, the vesting of the participant’s restricted stock will cease, and as soon as practicable following the termination, the Company will repurchase all of such participant’s unvested shares of restricted stock at a purchase price equal to the lesser of (i) the fair market value of the restricted stock on the date of repurchase, and (ii) the original purchase price paid for the restricted stock less any dividends or other distributions or bonus received in respect of the restricted stock prior to the date of repurchase, provided that if the original purchase price was $0, the unvested shares of restricted stock will be forfeited to the Company by the participant for no consideration.
Restricted Stock Units. A restricted stock unit is a notional unit representing the right to receive one common share (or the cash value of one common share) on a specified settlement date. When a participant satisfies the conditions of the restricted stock unit award established by the Governance and Human Capital Committee in the applicable award agreement, the award is settled in common shares, cash or property, as determined by the Governance and Human Capital Committee in its discretion. Unless otherwise set forth in an award agreement, a participant is not entitled to any dividends or dividend equivalents with respect to the restricted stock units prior to settlement.
Except as otherwise provided by the Governance and Human Capital Committee, in the event a participant is terminated for any reason, the vesting with respect to the participant’s restricted stock units will cease, all of the participant’s unvested restricted stock units will be forfeited for no consideration as of the date of such termination, and any shares remaining undelivered with respect to the participant’s vested restricted stock units will be delivered on the delivery date or dates specified in the applicable award agreement.
Performance Awards. A performance award (which may be classified as a performance share, performance unit or cash award) represents the right to receive certain amounts based on the achievement of pre-determined performance goals during a designated performance period. The terms of each performance award are set forth in the applicable award agreement. The Governance and Human Capital Committee is responsible for setting the applicable performance goals.
Performance goals may be established on a Company-wide basis, project or geographical basis or, as the context permits, with respect to one or more business units, divisions, lines of business or business segments, subsidiaries, products, regions, or other operational units or departments of the Company (or in combination thereof) or may be related to the performance of an individual participant and may be expressed in absolute terms, or relative or comparative to (i) current internal targets or budgets, (ii) the past performance of the Company (including the performance of one or more subsidiaries, divisions, or operating units), (iii) the performance of one or more similarly
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situated companies, (iv) the performance of an index covering multiple companies, or (v) other external measures of the selected performance criteria. Performance goals may be in either absolute terms or relative to the performance of one or more comparable companies or an index covering multiple companies.
The Governance and Human Capital Committee is authorized to make appropriate adjustments in the method of calculating the attainment of applicable performance goals to provide for objectively determinable adjustments, modifications or amendments, as determined in accordance with “generally accepted accounting principles,” to any of the business criteria for one or more of the following items of gain, loss, profit or expense: (i) determined to be extraordinary, unusual or non-recurring in nature; (ii) related to changes in accounting principles under “generally accepted accounting principles” or tax laws; (iii) related to currency fluctuations; (iv) related to financing activities (e.g., effect on earnings per share of issuing convertible debt securities); (v) related to restructuring, divestitures, productivity initiatives or new business initiatives; (vi) related to discontinued operations that do not qualify as a segment of business under “generally accepted accounting principles”; (vii) attributable to the business operations of any entity acquired by the Company during the fiscal year; (viii) non-operating items; and (ix) acquisition or divestiture expenses.
Performance awards that have been earned as a result of the relevant performance goals being achieved may be paid in the form of cash, common shares or other awards under the 2016 LTI Plan (or some combination thereof). Except as otherwise provided by the Governance and Human Capital Committee, if a participant is terminated for any reason prior to the end of an applicable performance period, the participant will forfeit all performance awards held by such participant.
Other Stock-Based Awards. The 2016 LTI Plan authorizes the Governance and Human Capital Committee to grant other awards that may be denominated in, payable in, valued in, or otherwise related to our common shares. Such awards and the terms applicable to such awards are set forth in award agreements.
Clawback; Sub-Plans. All awards granted under the 2016 LTI Plan are subject to incentive compensation clawback and recoupment policies implemented by the Board (or a committee or subcommittee of the Board) from time to time. In addition, the Governance and Human Capital Committee may adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the 2016 LTI Plan by individuals who are non-U.S. nationals or are primarily employed or providing services outside the United States, and may modify the terms of any awards granted to such participants in a manner deemed by the Governance and Human Capital Committee to be necessary or appropriate in order that such awards conform with the laws of the country or countries where such participants are located.
No Repricing of Awards. No awards may be repriced without shareholder approval. For purposes of the 2016 LTI Plan, “repricing” means any of the following: (i) changing the terms of the award to lower its exercise price or base price (other than on account of capital adjustments as described below under “Changes in Capital Structure”), (ii) any other action that is treated as a repricing under “generally accepted accounting principles,” and (iii) repurchasing for cash or canceling an award in exchange for another award at a time when its exercise price or base price is greater than the fair market value of the underlying common shares.
Minimum Vesting Period. Except as provided below, no award granted under the 2016 LTI Plan (other than any cash-based performance award) may vest over a period that is less than one year from the date of grant. The foregoing minimum vesting period does not apply: (i) to awards granted in payment of or exchange for an equivalent amount of salary, bonus or other earned cash compensation (including performance shares); (ii) to a substitute award that does not reduce the vesting period of the award being replaced or assumed; or (iii) to awards involving an aggregate number of common shares not in excess of 5% of the aggregate number of common shares that may be delivered in connection with awards under the 2016 LTI Plan (subject to adjustment as described below under “Changes in Capital Structure”).
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Changes in Capital Structure
In the event of (i) any change in our outstanding common shares or capital structure by reason of stock dividends, extraordinary cash dividends, stock splits, reverse stock splits, recapitalizations, reorganizations, mergers, amalgamations, consolidations, combinations, exchanges, or other relevant changes in capitalization, (ii) the declaration of any extraordinary dividend, or (iii) any change in applicable laws or circumstances that results or could result in the substantial dilution or enlargement of participants’ rights under the 2016 LTI Plan, the Governance and Human Capital Committee will equitably and proportionately adjust or substitute, as determined by the Governance and Human Capital Committee in its sole discretion, the aggregate number of common shares that may be granted pursuant to awards, the number of common shares covered by outstanding awards under the 2016 LTI Plan, and the per-share price of common shares underlying outstanding awards under the 2016 LTI Plan.
Corporate Events
For purposes of the 2016 LTI Plan, a “corporate event” means:
● | a merger, amalgamation, or consolidation involving the Company in which the Company is not the surviving corporation, | ● | a merger, amalgamation, or consolidation involving the Company in which the Company is the surviving corporation but the holders of common shares receive securities of another corporation or other property or cash, | ● | a “change in control” (as defined in the 2016 LTI Plan), or | ● | a reorganization, dissolution or liquidation of the Company. |
Pursuant to the 2016 LTI Plan, in connection with a corporate event, the Governance and Human Capital Committee may take any of the following actions:
● | require that outstanding awards be assumed or substituted in connection with such event, | ● | accelerate the vesting of any outstanding awards not assumed or substituted in connection with such event, subject to the consummation of such event; provided that any awards that vest subject to the achievement of performance criteria will be deemed earned (i) based on actual performance through the date of the corporate event or (ii) at the target level (or if no target is specified, the maximum level), in the event actual performance cannot be measured through the date of the corporate event, in each case, with respect to any unexpired performance periods or performance periods for which satisfaction of the performance criteria or other material terms for the applicable performance period has not been certified by the Governance and Human Capital Committee prior to the date of the corporate event, | ● | cancel outstanding awards not assumed or substituted in connection with such event upon the consummation of such event (whether vested or unvested) and provide award holders with the per-share consideration being received by our shareholders in connection with such event in exchange for their awards (or, with respect to a cash award, the amount payable pursuant to the award), | ● | cancel all outstanding stock options, stock appreciation rights or other awards (whether vested or unvested) subject to exercise not assumed or substituted in connection with such event as of the consummation of such event, and provide the holder at least 10 days to exercise each stock option, stock appreciation right or other award canceled prior to the consummation of such event, or | ● | replace outstanding awards with a cash incentive program that preserves the value of the replaced awards and contains identical vesting conditions. |
Pursuant to the 2016 LTI Plan, the vesting, payment, purchase or distribution of any award that is assumed or substituted in connection with a “change in control” will not be accelerated by reason of the “change in control” for any participant unless the participant’s employment is involuntarily terminated (or, in the case of a non-employee director of the Company, if the non-employee director’s service on the Board terminates in connection with or as a result of a “change in control”) during the two-year period commencing on the “change in control.” Unless otherwise determined by the Governance and Human Capital Committee, any award held by a participant whose employment is involuntarily terminated during the two-year period commencing on a “change in control” will immediately vest as of the date of such termination.
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Non-Transferability of Awards
Except as otherwise provided by the Governance and Human Capital Committee, awards are generally non-transferable other than by will or the laws of descent and distribution and restricted stock is generally non-transferable.
Termination and Amendment
The Board or the Governance and Human Capital Committee may amend or terminate the 2016 LTI Plan at any time, except that no amendment may, without shareholder approval, violate the shareholder approval requirements of the national securities exchange on which the common shares are principally listed. Unless sooner terminated, the 2016 LTI Plan will terminate on the day before the 10th anniversary of the date the shareholders of the Company approve the 2016 Plan Restatement.
Certain U.S. Federal Income Tax Consequences
The following is a brief discussionlist of certain U.S. federal income tax consequences for awards granted underfinancial performance measures, which in our assessment represent the 2016 LTI Plan. The 2016 LTI Plan is not subjectmost important financial performance measures used by us to link our performance to compensation actually paid to the requirementsnamed executive officers for fiscal 2023. Please see “Compensation Discussion and Analysis” for a further description of the Employee Retirement Income Security Act of 1974, as amended,these metrics and it is not, nor is it intended to be, qualified under Section 401(a) of the Code. This discussion is basedhow they are used in our executive compensation program. Change in book value per share plus change in accumulated dividends Operating return on current law, is not intended to constitute tax advice, and does not address all aspects of U.S. federal income taxation that may be relevantaverage common shareholders’ equity Combined ratio Gross premiums written Underwriting expense ratio Change in tangible book value per share plus change in accumulated dividends (applicable to a particular participant in lightportion of his or her personal circumstances and does not describe foreign, state, or local tax consequences, which may be substantially different. Holders of awards under the 2016 LTI Plan are encouraged to consult with their own tax advisors.Non-Qualified Stock Options and Stock Appreciation Rights. With respect to non-qualified stock options and stock appreciation rights, (i) no income is realized by a participant at the time the award is granted; (ii) generally, at exercise, ordinary income is realized by the participant in an amount equal to the difference between the exercise or base price paid for the shares and the fair market value of the shares on the date of exercise, and the participant’s employer is generally entitled to a tax deduction in the same amount subject to applicable tax withholding requirements; and (iii) upon a subsequent sale of the stock received on exercise, appreciation (or depreciation) after the date of exercise is treated as either short-term or long-term capital gain (or loss) depending on how long the shares have been held, and no deduction will be allowed to such participant’s employer.
Incentive Stock Options. No income is realized by a participant upon the grant or exercise of an incentive stock option, however, such participant is generally required to include the excess of the fair market value of the shares at exercise over the exercise price in his or her alternative minimum taxable income. If shares are issued to a participant pursuant to the exercise of an incentive stock option, and if no disqualifying disposition of such shares is made by such participant within two years after the date of grant or within one year after the transfer of such shares to such participant, then (i) upon sale of such shares, any amount realized in excess of the exercise price will be taxed to such participant as a long-term capital gain, and any loss sustained will be a long-term capital loss, and (ii) no deduction will be allowed to the participant’s employer for federal income tax purposes.
If shares acquired upon the exercise of an incentive stock option are disposed of prior to the expiration of either holding period described above, generally (i) the participant will realize ordinary income in the year of disposition in an amount equal to the excess (if any) of the fair market value of such shares at exercise (or, if less, the amount realized on the disposition of such shares) over the exercise price paid for such shares and (ii) the participant’s employer will generally be entitled to deduct such amount for federal income tax purposes. Any further gain (or loss) realized by the participant will be taxed as short-term or long-term capital gain (or loss), as the case may be, and will not result in any deduction by the employer.
Subject to certain exceptions for disability or death, if an incentive stock option is exercised more than three months following termination of employment, the exercise of the stock option will generally be taxed as the exercise of a non-qualified stock option.
Other Stock-Based Awards. The tax effects related to other stock-based awards under the 2016 LTI Plan are dependent upon the structure of the particular award.
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Withholding. At the time a participant is required to recognize ordinary compensation income resulting from an award, such income will be subject to federal (including, except as described below, Social Security and Medicare tax) and applicable state and local income tax and applicable tax withholding requirements. If such participant’s year-to-date compensation on the date of exercise exceeds the Social Security wage base limit for such year ($147,000 in 2022), such participant will not have to pay Social Security taxes on such amounts. We are required to report to the appropriate taxing authorities the ordinary income received by the participant, together with the amount of taxes withheld to the Internal Revenue Service and the appropriate state and local taxing authorities.
Section 162(m). In general, Section 162(m) of the Code denies a publicly held corporation a deduction for federal income tax purposes for compensation in excess of $1 million per year per person to its chief executive officer and chief financial officer at any time during the taxable year and the three other highest-paid executive officers (other than the chief executive officer and the chief financial officer) employed at the end of that company’s fiscal year, subject to certain exceptions. If an individual is determined to be a covered employee for any taxable year beginning after December 31, 2016, then that individual will remain a covered employee for all future years, including following any termination of employment, regardless of any changes in the individual’s compensation or position.
Section 409A. Certain awards under the 2016 LTI Plan may be subject to Section 409A of the Code, which regulates “nonqualified deferred compensation” (as defined in Section 409A of the Code). If an award under the 2016 LTI Plan (or any other Company plan) that is subject to Section 409A of the Code is not administered in compliance with Section 409A of the Code, then all compensation under the 2016 LTI Plan that is considered “nonqualified deferred compensation” (and awards under any other Company plan that are required pursuant to Section 409A of the Code to be aggregated with the award under the 2016 LTI Plan) will be taxable to the participant as ordinary income in the year of the violation, or if later, the year in which the compensation subject to the award is no longer subject to a substantial risk of forfeiture. In addition, the participant will be subject to an additional tax equal to 20% of the compensation that is required to be included in income as a result of the violation, plus interest from the date that the compensation subject to the award was required to be included in taxable income.
Section 457A. Awards under the 2016 LTI Plan that constitute “nonqualified deferred compensation” (as defined in Section 457A of the Code) to participants employed by “nonqualified entities” (as defined in Section 457A of the Code) are subject to U.S. income inclusion in the year in which the awards are no longer subject to a substantial risk of forfeiture, which may occur prior to when shares are distributable to a participant pursuant to the terms of the award. Reporting and withholding requirements may apply. A failure to timely report U.S. income or pay associated taxes in accordance with Section 457A of the Code may result in late tax payment or under-reporting penalties for an affected participant, and in certain circumstances, an additional 20% tax. Generally, a “nonqualified entity” is any foreign corporation unless substantially all of its income is effectively connected with the conduct of a trade or business in the United States, or unless it is subject to a comprehensive foreign income tax. Certain entities that would be taxed as partnerships in the United States also may be treated as “nonqualified entities” unless substantially all income of the entity (or allocated by the entity to its partners) is subject to U.S. income tax or another comprehensive foreign income tax.
Certain Rules Applicable to “Insiders.” As a result of the rules under Section 16(b) of the Exchange Act, depending upon the particular exemption from the provisions of Section 16(b) utilized, “insiders” (as defined in Section 16(b)) may not receive the same tax treatment as set forth above with respect to the grant and/or exercise or settlement of awards. Generally, insiders will not be subject to taxation until the expiration of any period during which they are subject to the liability provisions of Section 16(b) with respect to any particular award. Insiders should check with their own tax advisors to ascertain the appropriate tax treatment for any particular award.
New Plan Benefits
Because awards to be granted in the future under the 2016 LTI Plan are at the discretion of the Governance and Human Capital Committee, it is not possible to determine the benefits or the amounts that have been or will be received by eligible participants under the 2016 LTI Plan, as amended and restated to reflect the 2016 Plan Restatement.
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Future Plan Awards
No awards have been granted to any participant pursuant to the 2016 LTI Plan that are contingent upon the approval by our shareholders of the 2016 Plan Restatement. We anticipate that equity-based awards may be granted in the discretion of the Governance and Human Capital Committee under the 2016 LTI Plan out of the additional common shares to be reserved for issuance in connection with the approval of the 2016 Plan Restatement; however, the number of common shares that may be so granted will be based upon various prospective factors, including the nature of services to be rendered by the eligible participants and their potential contributions to our success. Accordingly, the number, type and grantee(s) of actual future awards cannot be determined at this time.
Equity Compensation Plan Information The information set forth in the table below is as of December 31, 2021:2023: Equity compensation plans approved by shareholders(2) | | — | — | — | | 835,355— | | | 1,027,332 | Equity compensation plans not approved by shareholders | | — | — | — | | — | | | — | Total | | — | — | — | | 835,355— | | | 1,027,332 |
(1)
| As of December 31, 2021,2023, there were no outstanding options. A total of 785,0011,101,587 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. |
(2)
| Plans previously approved by the shareholders include the 2016 LTI Plan. As described in “Proposal 3: Approval of the RenaissanceRe Holdings Ltd. First Amended and Restated 2016 Long-Term Incentive Plan” we are seeking shareholder approval of the 2016 Plan Restatement, which will increase the share reserve under the 2016 LTI Plan by 925,000 common shares, at this Annual Meeting. |
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TABLE OF CONTENTS Audit Matters | PROPOSAL 4 | | | 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 FORthe approval of the appointment of PricewaterhouseCoopers Ltd. as our independent registered public accounting firm for the 20222024 fiscal year and the referral of the determination of the auditor’s remuneration to the board of directors. |
The Audit Committee evaluates the performance of our independent registered public accounting firm each year and determines whether to reengage them or consider other firms. In doing so, the Audit Committee considers the auditor’s service quality and efficiency, capability, technical expertise and knowledge of our operations and industry. In addition, the Audit Committee is involved in the selection of our independent registered public accounting firm’s lead engagement partner and ensures that the mandated rotation of the lead partner occurs routinely. As a matter of good corporate governance, the Audit Committee took a number of steps in 2021 in consideration of a potential audit firm rotation. Ernst & Young Ltd., the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2021, had served as the Company’s auditor since 1993. Over the course of 2021, the Audit Committee invited several registered public accounting firms, including Ernst & Young Ltd., to participate in the process. Following an extensive evaluation, and upon Upon recommendation of the Audit Committee, in July 2021, the Board has appointed PricewaterhouseCoopers Ltd. to serve as our independent registered public accounting firm for the 20222024 fiscal year. Since July 2021, the Audit Committee andWe have engaged PricewaterhouseCoopers Ltd. have confirmed PricewaterhouseCoopers Ltd.’s independence and commenced the engagement for the 2022 fiscal year. The appointment of PricewaterhouseCoopers Ltd. is subject to the approval of the Company’s shareholders at the Annual Meeting.
in this capacity since 2022. A representative of PricewaterhouseCoopers Ltd. is expected to attend the Annual Meeting. The representative will have an opportunity to make a statement if the representative so desires and will be available to respond to appropriate questions from shareholders. In accordance with Bermuda law, our shareholders have the authority to approve the appointment of our independent registered public accounting firm and a proposal will be submitted to the shareholders at the Annual Meeting for approval of the appointment of PricewaterhouseCoopers Ltd. Shareholders at the Annual Meeting will also be asked to vote to refer the determination of the auditor’s remuneration to the Board. Approval of this proposal requires the affirmative vote of a majority of the votes cast at the Annual Meeting and entitled to vote thereon. | | 92 | |
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Additional Information Regarding Change of Independent AuditorAs reported in our Current Report on Form 8-K, filed August 3, 2021, and amended on February 4, 2022, Ernst & Young Ltd. continued as our independent registered public accounting firm until the completion of its audit of our consolidated financial statements for the fiscal year ended December 31, 2021 included in our Annual Report on Form 10-K filed on February 4, 2022. Ernst & Young Ltd.’s reports on our consolidated financial statements as of and for the fiscal years ended December 31, 2021 and 2020 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.
During the fiscal years ended December 31, 2021 and 2020, and the subsequent interim period through February 4, 2022, there were no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions between us and Ernst & Young Ltd. on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to Ernst & Young Ltd.’s satisfaction, would have caused Ernst & Young Ltd. to make reference thereto in their reports, and no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K.
During the fiscal years ended December 31, 2021 and 2020 and the subsequent interim period through February 4, 2022, neither we nor anyone on our behalf consulted with PricewaterhouseCoopers Ltd. regarding the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, and neither a written report nor oral advice was provided to us that PricewaterhouseCoopers Ltd. concluded was an important factor considered by us in reaching a decision as to any accounting, auditing, or financial reporting issue, or any matter that was the subject of a disagreement (within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or any reportable event (within the meaning of Item 304(a)(1)(v) of Regulation S-K).
The Company requested that Ernst & Young Ltd. furnish the Company with a letter addressed to the U.S. Securities and Exchange Commission stating whether it agrees with the statements contained in the Company’s Current Report on Form 8-K filed August 3, 2021, and amended on February 4, 2022. A copy of Ernst & Young Ltd.’s letter, dated February 4, 2022, was filed as an exhibit to such Form 8-K/A.
Independent Registered Public Accounting FirmAudit Fees
The following table summarizes the aggregate fees billed by Ernst & YoungPricewaterhouseCoopers Ltd. during our 20212023 and 20202022 fiscal years. Type of Fees | | Fiscal 2021 ($) | | | Fiscal 2020 ($) | | Audit Fees | | | 5,519,098 | | | | 5,761,117 | | Audit-Related Fees | | | 101,010 | | | | 99,030 | | Tax Fees | | | — | | | | — | | All Other Fees | | | — | | | | — | | Total | | | 5,620,108 | | | | 5,860,147 | |
Audit Fees | | | 4,642,433 | | | 9,460,322 | Audit-Related Fees | | | 72,500 | | | 74,675 | Tax Fees | | | 276,442 | | | 368,473 | All Other Fees | | | 12,000 | | | 11,830 | Total | | | 5,003,375 | | | 9,915,300 |
Audit Fees. Audit fees for 20212023 and 20202022 consist of fees for (a) the audit of our annual financial statements, (b) review of our quarterly financial statements, (c) statutory audits, and (d) assistance with and review of documents filed with the SEC (including comfort letters and consents).
Audit-Related Fees. Audit-related fees for both 20212023 and 20202022 principally related to audits of our employee benefits plans.
Tax Fees. Ernst & Young Ltd. did not perform any tax-relatedTax fees for 2023 and 2022 consisted of fees related to (a) tax compliance services, for us during our 2021(b) transfer pricing services, and 2020 fiscal years.(c) other tax consulting services. Pre-Approval Policies and Procedures The Audit Committee is responsible for managing our relationship with our independent auditor. The Audit Committee has the sole authority to appoint and engage our auditor, subject to approval and ratification by the shareholders. The Audit Committee regularly reviews the auditor’s work plan, bills, and work product. The Audit Committee must pre-approve all audit services and permitted non-audit services performed for us by our auditor, subject to the de minimis exceptions for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act that are approved by the Audit Committee prior to the completion of the audit. The Audit Committee may delegate the authority to grant pre-approvals of audit and permitted non-audit services to a subcommittee of its members, provided that decisions of such subcommittee to grant pre-approvals shall be presented to the full Audit Committee at its next scheduled meeting. All engagements of Ernst & YoungPricewaterhouseCoopers Ltd. to provide audit, audit-related services and audit-relatedpermitted non-audit services to us during 20202023 and 20212022, respectively, were pre-approved by the Audit Committee.Committee, except for certain permitted non-audit services approved pursuant to Rule 2-01(c)(7)(i)(C) of Regulation S-X which are included in all other fees for 2022 above and amounted to 0.09% of PricewaterhouseCoopers Ltd.’s total fees for 2022. RenaissanceRe 2024 Proxy Statement | 85
TABLE OF CONTENTS The information contained in this report shall not be deemed to be “soliciting material” or to be “filed” with the Commission, nor shall such information or report be incorporated by reference into any future filing by us under the Securities Act, or the Exchange Act, except to the extent that we specifically incorporate it by reference in such filing. The Audit Committee oversees our financial reporting process on behalf of the Board. Management has the primary responsibility for establishing and maintaining adequate internal financial controls, for preparing our financial statements, and for the public reporting process. OurPricewaterhouseCoopers Ltd., our independent auditor (Ernst & Young Ltd. for 2021 and prior years, and PricewaterhouseCoopers Ltd. beginning in 2022),2023, is responsible for expressing opinions on the conformity of our audited financial statements with generally accepted accounting principles in the United States and on the effectiveness of our internal control over financial reporting. The Audit Committee is responsible for the appointment, compensation, retention and oversight of the work of our independent auditor, for the purpose of preparing or issuing an audit report. In fulfilling its oversight responsibilities, the Audit Committee reviewed (i) management’s assessment of the effectiveness of our internal control over financial reporting and Ernst & YoungPricewaterhouseCoopers Ltd.’s evaluation of our internal control over financial reporting, and (ii) the audited financial statements in our Annual Report on Form 10-K for the year ended December 31, 20212023 with management, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements. The Audit Committee reviewed and discussed with Ernst & YoungPricewaterhouseCoopers Ltd. the matters that are required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the Commission, including its judgments as to the quality, not just the acceptability, of our accounting principles, the reasonableness of significant judgments, all critical accounting policies and practices to be used, material alternative accounting treatments within generally accepted accounting principles discussed with management and other material written communications between Ernst & YoungPricewaterhouseCoopers Ltd. and management. The Audit Committee has discussed with Ernst & YoungPricewaterhouseCoopers Ltd. its independence from both management and the Company and has received the written disclosures and the letter from the independent auditor required by the applicable requirements of the Public Company Accounting Oversight Board.Board regarding the independent auditor’s communications with the Audit Committee concerning independence. The Audit Committee has reviewed and discussed the audited financial statements with management. The Audit Committee discussed with Ernst & YoungPricewaterhouseCoopers Ltd. the overall scope and plans for its audit. The Audit Committee met with the independent auditor, with and without management present, to discuss the results of their examination, their evaluations of our internal controls and the overall quality of our financial reporting. In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board (and the Board has approved) that the audited financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 2021,2023, for filing with the Commission. David C. Bushnell, Chair
Valerie Rahmani
Carol P. Sanders, 94 | |
Chair
Shyam Gidumal
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Security Ownership of Certain Beneficial Owners The following table sets forth information with respect to the beneficial ownership of our common shares as of March 16, 202212, 2024 for each person known by us to own beneficially 5% or more of our outstanding common shares. Name and Address of Beneficial Owner | | Number of Common Shares | | | Percentage of Class(1) | | The Vanguard Group(2) | | | 4,611,480 | | | | 10.4% | | 100 Vanguard Blvd. | | | | | | | | | Malvern, PA 19355 | | | | | | | | | BlackRock, Inc.(3) | | | 3,980,328 | | | | 9.0% | | 55 East 52nd Street | | | | | | | | | New York, NY 10055 | | | | | | | | | T. Rowe Price Associates, Inc.(4) | | | 3,697,314 | | | | 8.4% | | 100 E. Pratt Street | | | | | | | | | Baltimore, MD 21202 | | | | | | | | | Capital World Investors(5) | | | 2,420,550 | | | | 5.5% | | 333 South Hope Street, 55th Floor | | | | | | | | | Los Angeles, CA 90071 | | | | | | | | | State Street Corporation(6) | | | 2,418,598 | | | | 5.5% | | State Street Financial Center | | | | | | | | | 1 Lincoln Street | | | | | | | | | Boston, MA 02111 | | | | | | | | | State Farm Mutual Automobile Insurance(7) | | | 2,399,303 | | | | 5.4% | | One State Farm Plaza | | | | | | | | | Bloomington, IL 61710 | | | | | | | | |
The Vanguard Group(2)
100 Vanguard Blvd.
Malvern, PA 19355 | | | 5,565,691 | | | 10.6% | BlackRock, Inc.(3)
55 East 52nd Street
New York, NY 10055 | | | 4,775,532 | | | 9.1% | The Bank of New York Mellon Corporation(4)
240 Greenwich Street
New York, NY 10286 | | | 2,629,871 | | | 5.0% |
(1)
| The percentage of class shown is based on the common shares reported as beneficially owned on Schedule 13G or Schedule 13G/A and 44,192,90052,710,222 common shares outstanding as of March 16, 2022.12, 2024. |
(2)
| According to a Statement on Schedule 13G/A filed on February 10, 202213, 2024 by The Vanguard Group (“Vanguard”), Vanguard was the beneficial owner of 4,611,4805,565,691 common shares as of December 31, 2021.29, 2023. Vanguard has the shared power to vote or direct the vote of 33,90727,825 common shares, sole power to dispose of or to direct the disposition of 4,511,9685,446,022 common shares and shared power to dispose or direct the disposition of 99,512119,669 common shares. On May 11, 2018, we granted Vanguard a limited waiver from the restrictions on the acquisition of share ownership set forth in our Bye-laws, up to a maximum amount of shares representing 15% of our shares outstanding. Vanguard has agreed that, in accordance with our Bye-laws, the voting rights attributable to shares owned or controlled by Vanguard will not exceed 9.9% of the voting rights attached to all of our issued and outstanding capital shares. |
(3)
| According to a Statement on Schedule 13G/A filed on February 1, 20229, 2024 by BlackRock, BlackRock was the beneficial owner of 3,980,3284,775,532 common shares as of December 31, 2021.2023. BlackRock has the sole power to vote or to direct the voting of 3,783,6084,597,476 common shares and sole power to dispose of or to direct the disposition of 3,980,3284,775,532 common shares. On November 15, 2016, we granted BlackRock a limited waiver from the restrictions on the acquisition of share ownership set forth in our Bye-laws, up to a maximum amount of shares representing 15% of our shares outstanding. BlackRock has agreed that, in accordance with our Bye-laws, the voting rights attributable to shares owned or controlled by BlackRock will not exceed 9.9% of the voting rights attached to all of our issued and outstanding capital shares. |
(4)
| According to a Statement on Schedule 13G filed on February 14, 2022January 24, 2024 by T. Rowe Price Associates, Inc., T. Rowe Price Associates, Inc.BNYM, BNYM was the beneficial owner of 3,697,3142,629,871 common shares as of December 31, 2021. T. Rowe Price Associates, Inc.2023. BNYM has the sole power to vote or to direct the voting of 1,719,5002,574,294 common shares, andshared power to vote or to direct the voting of 2,210 common shares, sole power to dispose of or to direct the disposition of 3,697,314 common shares. |
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(5) | According to a Statement on Schedule 13G filed on February 11, 2022 by Capital World Investors, Capital World Investors was the beneficial owner of 2,420,550 common shares as of December 31, 2021. Capital World Investors has the sole power to vote or to direct the voting of 2,420,5501,722,300 common shares, and soleshared power to dispose of or to direct the disposition of 2,420,550905,677 common shares. | (6) | According to a Statement on Schedule 13G/A filed on February 14, 2022 by State Street Corporation, State Street Corporation was the beneficial owner of 2,418,598 common shares as of December 31, 2021. State Street Corporation has the shared power to vote or direct the vote of 1,815,886 common shares and shared power to dispose or direct the disposition of 2,418,598 common shares. | (7) | According to a Statement on Schedule 13G filed on February 2, 2022 by State Farm, State Farm was the beneficial owner of 2,399,303 common shares as of December 31, 2021. State Farm has the sole power to vote or to direct the voting of 2,399,303 common shares and sole power to dispose of or to direct the disposition of 2,399,303 common shares. |
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Security Ownership of Management The following table sets forth information with respect to the beneficial ownership of our common shares as of March 16, 202212, 2024 for each of our named executive officers, directors and director nominees and all of our executive officers and directors as a group. Unless otherwise noted below, each of these individuals had sole voting and dispositive power with respect to the common shares beneficially owned by him or her. Name of Beneficial Owner | | Number of Common Shares | | | Percentage of Class(1) | | Kevin J. O’Donnell(2) | | | 272,359 | | | | * | | Robert Qutub(3) | | | 67,365 | | | | * | | Ross A. Curtis(4) | | | 146,659 | | | | * | | Ian D. Branagan(5) | | | 72,022 | | | | * | | Sean G. Brosnan(6) | | | 19,888 | | | | * | | David C. Bushnell(7) | | | 20,514 | | | | * | | James L. Gibbons(7) | | | 27,203 | | | | * | | Shyam Gidumal | | | — | | | | * | | Brian G. J. Gray(7) | | | 16,121 | | | | * | | Jean D. Hamilton(7) | | | 26,690 | | | | * | | Duncan P. Hennes(7) | | | 5,927 | | | | * | | Henry Klehm III(7) | | | 19,677 | | | | * | | Valerie Rahmani(7) | | | 5,927 | | | | * | | Carol P. Sanders(7) | | | 7,144 | | | | * | | Anthony M. Santomero(7) | | | 20,514 | | | | * | | Cynthia Trudell(7) | | | 3,765 | | | | * | | All of our executive officers and directors (18 persons)(8) | | | 755,696 | | | | 1.7% | |
Kevin J. O’Donnell(2) | | | 418,111 | | | * | Robert Qutub(3) | | | 79,943 | | | * | Ross A. Curtis(4) | | | 177,087 | | | * | David Marra(5) | | | 87,294 | | | * | Shannon L. Bender(6) | | | 24,186 | | | * | Ian D. Branagan(7) | | | 70,573 | | | * | David C. Bushnell(8) | | | 20,011 | | | * | James L. Gibbons(8) | | | 30,063 | | | * | Shyam Gidumal(8) | | | 2,537 | | | * | Brian G. J. Gray(8) | | | 25,118 | | | * | Duncan P. Hennes(8) | | | 7,424 | | | * | Torsten Jeworrek(8) | | | 1,521 | | | | Henry Klehm III(8) | | | 20,924 | | | * | Valerie Rahmani(8) | | | 7,424 | | | * | Carol P. Sanders(8) | | | 5,969 | | | * | Cynthia Trudell(8) | | | 5,262 | | | * | All of our executive officers and directors (17 persons)(9) | | | 968,244 | | | 1.8% |
(1)
| The percentage of class shown is based on 44,192,90052,710,222 common shares outstanding as of March 16, 2022.12, 2024. |
(2)
| Includes (i) 38,87455,244 time-vested restricted shares that have not yet vested and (ii) 90,650178,202 performance shares, for which the performance period has not yet been completed, that are eligible to be earned if maximum performance is attained. Also includes 1,079 shares held by a limited partnership for the benefit of Mr. O’Donnell’s family. |
(3)
| Includes (i) 12,93111,164 time-vested restricted shares that have not yet vested and (ii) 29,80444,063 performance shares, for which the performance period has not yet been completed, that are eligible to be earned if maximum performance is attained. |
(4)
| Includes (i) 14,01412,159 time-vested restricted shares that have not yet vested and (ii) 32,17247,327 performance shares, for which the performance period has not yet been completed, that are eligible to be earned if maximum performance is attained. |
(5)
| Includes (i) 13,00617,335 time-vested restricted shares that have not yet vested and (ii) 30,24021,281 performance shares, for which the performance period has not yet been completed, that are eligible to be earned if maximum performance is attained. |
(6)
| Includes (i) 5,669 time-vested restricted shares that have not yet vested and (ii) 16,537 performance shares, for which the performance period has not yet been completed, that are eligible to be earned if maximum performance is attained. |
(7)
| Includes 29,464 performance shares, for which the performance period has not yet been completed, that are eligible to be earned if maximum performance is attained. Also includes 1,371 common shares held by one of Mr. Branagan’sBranagan's children. |
(6) | Includes 9,798 time-vested restricted shares that have not yet vested. | (7)(8)
| Includes the following number of restricted shares granted in payment of directors’ fees that have not yet vested: 2,0041,260 restricted shares for Dr. Jeworrek; 1,591 restricted shares for Mr. Gidumal; 1,599 restricted shares for Messrs. Bushnell, Gray, Hennes and Klehm and Santomero and Mses. Hamilton, Sanders and Trudell and Dr. Rahmani; 3,9433,076 restricted shares for Mr. Gibbons. |
(8)(9)
| Includes 121,238138,828 time-vested restricted shares that have not yet vested. |
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Delinquent Section 16(a) Reports Under Section 16(a) of Contentsthe Exchange Act, our directors and executive officers and any persons holding more than 10% of our outstanding common shares are required to report their initial ownership of common shares and any subsequent changes in that ownership to the Commission. Specific filing dates for these reports have been established by the Commission, and we are required to disclose in this proxy statement any failure by such persons to file these reports in a timely manner during 2023. Based upon our review of copies of Forms 3, 4 and 5 furnished to us and the written representations we received from each of our directors and executive officers, we believe that all Section 16(a) reports were filed timely in 2023 except as follows: (i) a late Form 4 was filed for Mr. Marra on March 2, 2023 in part to report five transactions that occurred on February 15, 2023 involving the withholding of shares for payment of withholding taxes upon the vesting of restricted shares; and (ii) a late Form 4 was filed for Mr. Klehm on March 5, 2024 to report 13 shares that were recently discovered to have been acquired on October 25, 2023 by an investment manager for Mr. Klehm’s spouse in the spouse’s IRA account. RenaissanceRe 2024 Proxy Statement | 89
TABLE OF CONTENTS About the Proxy Materials and the Annual Meeting This proxy statement summarizes the information you need to know to vote at the Annual Meeting. The notice regarding the availability of proxy materials, this proxy statement, the Notice of Annual General Meeting of Shareholders and the proxy card are first being made available to shareholders on or about March 28, 2022,26, 2024, concurrently with the distribution of our 20212023 Annual Report to Shareholders. Our Annual Report shall not be deemed to be part of this proxy statement. The Board has set March 16, 202212, 2024 as the record date for the Annual Meeting. On the record date, there were 44,192,90052,710,222 shares of our common stock outstanding and entitled to vote. Shareholders Entitled to Vote If you were the beneficial owner of common shares held in street name, or a shareholder of record with respect to our common shares at the close of business on the record date, you are entitled to notice of, and may vote at, the Annual Meeting. The common shares are our only class of equity securities outstanding and entitled to vote at the Annual Meeting. Each of our common shares entitles its holder to one vote on each matter that is voted upon at the Annual Meeting or any postponements or adjournments thereof, subject to certain provisions of our Bye-laws that reduce the total voting power of any shareholder owning, directly or indirectly, beneficially or otherwise, as described in our Bye-laws, more than 9.9% of the common shares to not more than 9.9% of the total voting power of our capital stock unless otherwise waived at the discretion of the Board. In addition, the Board may limit a shareholder’s voting rights where the Board deems it necessary to do so to avoid adverse tax, legal or regulatory consequences. The reduction of such voting power may have the effect of increasing another shareholder’s voting power to more than 9.9%, thereby requiring a corresponding reduction in such other shareholder’s voting power. Because the applicability of the voting power reduction provisions to any particular shareholder depends on facts and circumstances that may be known only to the shareholder or related persons, we request that any holder of common shares with reason to believe that it is a shareholder whose common shares carry more than 9.9% of the voting power of RenaissanceRe contact us promptly so that we may determine whether the voting power of such holder’s common shares should be reduced. The Board is empowered to require any shareholder to provide information as to that shareholder’s beneficial ownership of common shares, the names of persons having beneficial ownership of the shareholder’s common shares, relationships with other shareholders or any other facts the directors may consider relevant to the determination of the number of common shares attributable to any person. The Board may disregard the votes attached to common shares of any holder who fails to respond to such a request or who, in the Board’s judgment, submits incomplete or inaccurate information. The Board retains the discretion to make such final adjustments that it considers fair and reasonable in all circumstances as to the aggregate number of votes attaching to the common shares of any shareholder to ensure that no shareholder’s voting power is more than 9.9% of the total voting power of our capital stock at any time. These voting power restrictions may be waived by the Board in its sole discretion. To date, the Board has consistently enforced these voting power restrictions. 98 | |
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Two persons present in person and throughout the Annual Meeting representing in person or by proxy more than 50% of the issued common shares entitled to vote on the matters to be considered at the Annual Meeting form a quorum for the transaction of business at the Annual Meeting. Withheld votes for the election of directors, abstentions and “broker non-votes” (shares held by a broker or nominee that does not have discretionary authority to vote on a particular matter and has not received voting instructions from its client) will be counted for purposes of determining whether a quorum is present. The Board has adopted a majority vote standard in uncontested director elections, which means that director nominees for whom the number of votes cast FOR that director’s election exceeds the number of votes cast AGAINST that director’s election (with abstentions and broker non-votes not counted as a vote cast either FOR or AGAINST a director’s election) will be elected as a director at the Annual Meeting. In the event that a nominee for election fails to receive a majority of the votes cast at an election which is uncontested, such nominee will tender an irrevocable resignation, and the Board will decide whether to accept or reject the resignation no later than ninety (90) days following certification of the election results. Because we did not receive proper advance notice in accordance with our Bye-laws of any shareholder nominees for director, the election of directors solicited hereby is an uncontested election. Your bank, broker or other nominee is not permitted to vote your shares on any proposal that is considered to be non-routine under the rules of the NYSE unless it has received your specific voting instructions with respect to that proposal. For routine matters, unless your proxy indicates otherwise, the persons named as your proxies will vote your shares according to the recommendation of the Board. A hand vote will be taken unless a poll is requested pursuant to our Bye-laws. The following table summarizes the voting options, vote required for approval and effect of abstentions and broker non-votes for each proposal to be considered at the Annual Meeting: Election of onethree Class I and four Class IIIII director nominees | |
| | | | FOR each director nominee | | | FOR, AGAINST or ABSTAIN for each director nominee | | | The number of votes
cast FOR that director’s election exceeds the number of votes cast AGAINST that director’s election as a director at the Annual Meeting | | | No effect | | No | No | | | No effect | | Advisory vote on the compensation of our named executive officers | | FOR | | | | FOR | | | FOR, AGAINST or ABSTAIN | | | Majority of the votes cast at the Annual Meeting | | | No effect | | No | No | | | No effect | | Approval of the First Amended and Restated RenaissanceRe Holdings Ltd. 2016 Long-Term Incentive Plan | | FOR
| | FOR, AGAINST or ABSTAIN | | Majority of the votes cast at the Annual Meeting | | No effect | | No | | No effect | | Approval of the appointment of PricewaterhouseCoopers Ltd. as our independent registered public accounting firm for the 20222024 fiscal year and the referral of the auditor’s remuneration to the Board | | FOR | | | | FOR | | | FOR, AGAINST or ABSTAIN | | | Majority of the votes cast at the Annual Meeting | | | No effect | | Yes | Yes | | | Not applicable | |
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If your common shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are considered the shareholder of record with respect to those shares, and the notice regarding the availability of proxy materials was sent directly to you by Broadridge Financial Solutions, Inc. (“Broadridge”), our tabulation agent and inspector of election.agent. If you are a shareholder of record, you may vote in person at the Annual Meeting, in which case we will give you a ballot when you arrive. If you do not wish to vote in person or if you will not be attending the Annual Meeting, you may vote (1) by proxy over the Internet by following the instructions provided in the notice; or (2) if you requested printed copies of the proxy materials by mail, you must either (a) fill out the enclosed proxy card, date and sign it and return it in the enclosed postage paid envelope; or (b) vote using the Internet (instructions are on the proxy card). Beneficial Owner of Common Shares Held in Street Name If your common shares are held in an account at a brokerage firm, bank, broker-dealer or similar organization, then you are the beneficial owner of common shares held in street name, and the notice regarding the availability of proxy materials should have been forwarded to you by that organization. The organization holding your account is considered the shareholder of record for purposes of voting at the Annual Meeting. As a beneficial owner of common shares held in street name, you have the right to direct that organization on how to vote the common shares held in your account. If you are a beneficial owner of common shares held in street name and you wish to vote in person at the Annual Meeting, you must obtain and produce at the Annual Meeting a valid proxy from the organization that holds your common shares along with valid identification. We will give you a ballot when you arrive. If you do not wish to vote in person or you will not be attending the Annual Meeting, you have the right to direct your brokerage firm, bank, broker-dealer or similar organization on how to vote the common shares held in your account. Please refer to the voting instructions provided by such organization for directions as to how to vote the common shares that you beneficially own. You may change your vote or revoke your proxy at any time before your proxy is voted at the Annual Meeting. You may vote again on a later date by following the same procedures by which you submitted your original vote, or by attending the Annual Meeting and voting in person. However, your attendance at the Annual Meeting will not automatically revoke your proxy unless you vote again at the Annual Meeting or specifically request in writing that your prior proxy be revoked. Your latest vote or proxy, however submitted, will be counted. If you wish to change your vote or revoke your proxy, you must do so in sufficient time to permit the necessary examination and tabulation of the subsequent proxy or revocation before the vote is taken. If you are a shareholder of record and you indicate when voting on the Internet that you wish to vote as recommended by our Board or sign and return a proxy card without giving specific voting instructions, then the proxies will vote your shares in the manner recommended by our Board on all matters presented in this proxy statement and as the proxies may determine in their discretion with respect to any other matters properly presented for a vote at the Annual Meeting. Withheld votes for election of directors and proxies marked as abstentions to a proposal will not be counted except for purposes of determining whether a quorum is present. 100 | |
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Beneficial Owner of Common Shares Held in Street Name If you are a beneficial owner of common shares held in street name and the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter at least 10 days before the Annual Meeting, the organization that holds your shares will inform our inspector of election that it does not have the authority to vote on this matter with respect to your shares. When our inspector of election tabulates the votes for any particular non-routine matter, broker non-votes (like abstentions) will be counted for purposes of determining whether a quorum is present, but will not otherwise be counted. We encourage you to provide voting instructions to the organization that holds your shares by carefully following the instructions provided by that organization. Your proxy is being solicited by the Board. We have engaged the firm of MacKenzie Partners to act as the solicitation agent on behalf of the Board to assist in the solicitation of proxies for a fee of $15,000, plus the reimbursement of certain expenses.expenses, paid by us. The persons named in the proxy card have been designated as proxies by the Board and are officers of RenaissanceRe. Further solicitation may be made by our directors, officers and employees personally, by telephone, Internet or otherwise, but such persons will not be specifically compensated for such services. We may also solicit, through bankers, brokers, or other persons, proxies from beneficial holders of the common shares. Upon request, we will reimburse brokers, dealers, banks, or similar entities for reasonable expenses incurred in forwarding copies of the proxy materials relating to the Annual Meeting to the beneficial owners of common shares that such persons hold of record. Pursuant to rules adopted by the Commission and applicable Bermuda law, we are providing access to our proxy materials over the Internet, which will save costs and paper. On or about March 28, 2022,26, 2024, we mailed a notice regarding the availability of proxy materials, which contains basic information about the Annual Meeting and instructions on how to view all proxy materials on a website referred to in the notice or to request to receive a printed set of the proxy materials. The notice regarding availability of proxy materials will also provide you with instructions on how to request that we send our future proxy materials to you electronically by e-mail or to request to receive printed copies of future proxy materials by mail. Multiple Notices or Sets of Printed Proxy Materials If you receive multiple notices or sets of printed proxy materials, it generally means that you hold common shares registered in more than one account. To ensure that all of your shares are voted, please vote in the manner described above with respect to each notice or in the proxy card accompanying the proxy materials. The Board has not proposed for consideration at the Annual Meeting any transaction for which the laws of Bermuda grant appraisal rights to shareholders. Preliminary voting results will be announced at the Annual Meeting. Final voting results will be tallied by our inspector of election and filed with the SEC on a Current Report on Form 8-K within four business days following the Annual Meeting.
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Other Action at the Annual Meeting Our Annual Report to Shareholders for the year ended December 31, 2021,2023, including financial statements for the year ended December 31, 2021,2023, and the auditor’s report thereon, has been made available to all shareholders. The financial statements and auditor’s report will be formally presented at the Annual Meeting, but no shareholder action is required thereon. As of the date of this proxy statement, we have no knowledge of any business, other than that which we have described herein, that will be presented for consideration at the Annual Meeting. In the event any other business is properly presented at the Annual Meeting, it is intended that the persons named in the accompanying proxy will have authority to vote such proxy in accordance with their judgment on such business. In addition, such persons may vote such proxy to adjourn the Annual Meeting if necessary, for example, due to the impact of COVID-19.necessary. Our Board also has the authority to postpone the Annual Meeting in such circumstances. In the event it is advisable to adjourn, postpone or change location of the Annual Meeting, we will announce our decision as promptly as practicable. Shareholder Proposals for 20232025 Annual General Meeting of Shareholders In accordance with SEC Rule 14a-8, shareholder proposals intended for inclusion in our 20232025 proxy statement and to be presented at the 20232025 Annual General Meeting of Shareholders must be received in writing by us no later than November 28, 202226, 2024 and must comply with the requirements of the Commission and our Bye-laws. Such proposals should be directed to the attention of the Corporate Secretary, RenaissanceRe Holdings Ltd., P.O. Box HM 2527, Hamilton, HM GX, Bermuda. Shareholders who intend to nominate persons for election as directors at our annual general meetings of shareholders must comply with the advance notice procedures and other provisions set forth in our Bye-laws in order for such nominations to be properly brought before that annual general meeting of shareholders. These provisions require, among other things, that written notice from no fewer than 20 shareholders holding in the aggregate not less than 10% of the outstanding paid-up share capital of RenaissanceRe be received by the Corporate Secretary of RenaissanceRe not less than 60 days prior to the annual general meeting of shareholders. If a shareholder intends to present a proposal at the 20232025 Annual General Meeting of Shareholders without any discussion of the proposal in our proxy statement, and the shareholder does not notify us of such proposal on or before February 11, 20239, 2025 as required by SEC Rule 14a-4(c)(1), then proxies received by us for the 20232025 Annual General Meeting of Shareholders will be voted by the persons named as such proxies in their discretion with respect to such proposal. Notice of any such proposal is to be sent to the above address. In addition, to comply with the universal proxy rules, (once effective), shareholders who intend to solicit proxies in support of director nominees other than RenaissanceRe nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 17, 2023.102 | |
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Householding of Annual Meeting Materials The SEC has enacted a rule that allows multiple investors residing at the same address the convenience of receiving a single copy of annual reports, proxy statements, prospectuses and other disclosure documents if they consent to do so. This is known as “householding.” We will allow householding only upon certain conditions. Some of those conditions are: ● | You agree to, or do not object to, the householding of your materials; and | ● | You have the same last name and exact address as another investor(s). |
You agree to, or do not object to, the householding of your materials; and You have the same last name and exact address as another investor(s). If these conditions are met, and SEC regulations allow, your household will receive a single copy of annual reports, proxy statements, prospectuses and other disclosure documents. You may revoke a prior householding consent at any time by contacting Broadridge, either by calling toll-free at 1-866-540-7095, or by writing to Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717. We will remove you from the householding program within 30 days of receipt of your response, following which you will receive an individual copy of our disclosure document. Shareholders sharing an address and wishing to receive a single set of reports may do so by contacting their banks or brokers, if they are beneficial holders, or by contacting Broadridge at the address set forth above if they are record holders. We maintain a website at www.renre.com.www.renre.com. The information on this website, including but not limited to the information on the webpage titled “ESG at RenaissanceRe,“Sustainability Report,” is not incorporated by reference in this proxy statement.
Cautionary Statement Regarding
TableForward-Looking Statements Any forward-looking statements made in this Proxy Statement reflect RenaissanceRe’s current views with respect to future events and financial performance and are made pursuant to the safe harbor provisions of Contentsthe Private Securities Litigation Reform Act of 1995. These statements are subject to numerous factors that could cause actual results to differ materially from those set forth in or implied by such forward-looking statements, including the following: our exposure to natural and non-natural catastrophic events and circumstances and the variance they may cause in our financial results; our exposure to natural and non-natural catastrophic events and circumstances and the variance they may cause in our financial results; the effect of climate change on our business, including the trend towards increasingly frequent and severe climate events; the effectiveness of our claims and claim expense reserving process; the effect of emerging claims and coverage issues; the performance of our investment portfolio and financial market volatility; the effects of inflation; the ability of our ceding companies and delegated authority counterparties to accurately assess the risks they underwrite; our ability to maintain our financial strength ratings; our reliance on a small number of brokers; the highly competitive nature of our industry; the historically cyclical nature of the (re)insurance industries; collection on claimed retrocessional coverage, and new retrocessional reinsurance being available on acceptable terms or at all; our ability to attract and retain key executives and employees; our ability to successfully implement our business, strategies and initiatives; difficulties in integrating the Validus Business; our exposure to credit loss from counterparties; our need to make many estimates and judgments in the preparation of our financial statements; our exposure to risks associated with our management of capital on behalf of investors in joint ventures or other entities we manage; changes to the accounting rules and regulatory systems applicable to our business, including changes in Bermuda and U.S. laws or regulations; the effect of current or future macroeconomic or geopolitical events or trends, including the ongoing conflicts between Russia and Ukraine, and Israel and Hamas; other political, regulatory or industry initiatives adversely impacting us; our ability to comply with covenants in our debt agreements; the effect of adverse economic factors, including changes in the prevailing interest rates; the impact of cybersecurity risks, including technology breaches or failure; a contention by the IRS that any of our Bermuda subsidiaries are subject to taxation in the U.S.; the effects of new or possible future tax reform legislation and regulations in the jurisdictions in which we operate, including recent changes in Bermuda tax law; our ability to determine any impairments taken on our investments; our ability to raise capital on acceptable terms, including through debt instruments, the capital markets, and third party investments in our joint ventures and managed fund partners; our ability to comply with applicable sanctions and foreign corrupt practices laws; and our dependence on capital distributions from our operating subsidiaries.; and other factors affecting future results disclosed in RenaissanceRe’s filings with the SEC, including its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q.
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TABLE OF CONTENTS Appendix A: Reconciliation of
Non-GAAP Financial Measures We have included certain non-GAAP financial measures within the meaning of Regulation G in this proxy statement. We have provided certain of these financial measures in previous investor communications and our management believes that thesesuch measures are important to investors and other interested persons, and that investors and such other persons benefit from having a consistent basis for comparison between periods and for comparison with other companies within or outside the industry. These measures may not, however, be comparable to similarly titled measures used by companies within or outside of the insurance industry. Investors are cautioned not to place undue reliance on these non-GAAP measures in assessing our overall financial performance. Operating Income (Loss) Available (Attributable) to RenaissanceRe Common Shareholders and Operating Return on Average Common Equity – AnnualizedWe use “operating income (loss) income available (attributable) to RenaissanceRe common shareholders” as a measure to evaluate the underlying fundamentals of ourits operations and we believe it to be a useful measure of our corporate performance. “Operating income (loss) available (attributable) to RenaissanceRe common shareholders” as used herein differs from “net income (loss) available (attributable) to RenaissanceRe common shareholders,” which we believe is the most directly comparable GAAP measure, by the exclusion of (1) net realized and unrealized gains and losses on investments, excluding other investments - catastrophe bonds, (2) net foreign exchange gains and losses, (3) corporate expenses associated with acquisitions and dispositions, (4) acquisition related purchase accounting adjustments, (5) the acquisition of TMR and the subsequent sale of RenaissanceRe (UK) Limited (“RenaissanceRe UK”),Bermuda net deferred tax asset, (6) the income tax expense or benefit associated with these adjustments, and (7) the portion of these adjustments attributable to the Company’s redeemable noncontrolling interests. Our management believes thatWe updated our calculation of “operating income (loss) available (attributable) to RenaissanceRe common shareholders” is useful to investorsexclude “acquisition related purchase accounting adjustments” because itwe believe that excluding the impact of acquisition related accounting adjustments provides more accurately measurescomparability and predictsa more accurate measure of our results of operations by removing the variability arising from: fluctuations in the fair value of our fixed maturity investment portfolio, equity investments trading, other investments (excluding catastrophe bonds) and investments-related derivatives; fluctuations in foreign exchange rates; corporate expenses associated with the acquisition of TMR and the subsequent sale of RenaissanceRe UK; the associated income tax expense or benefit of these adjustments; and the portion of these adjustments attributable to our redeemable noncontrolling interests.operations. We also use “operating income (loss) available (attributable) to RenaissanceRe common shareholders” to calculate “operating income (loss) available (attributable) to RenaissanceRe common shareholders per common share - diluted” and “operating return on average common equityequity.” The following table is a reconciliation of: (1) net income (loss) available (attributable) to RenaissanceRe common shareholders to “operating income (loss) available (attributable) to RenaissanceRe common shareholders”; (2) net income (loss) available (attributable) to RenaissanceRe common shareholders per common share - diluted to “operating income (loss) available (attributable) to RenaissanceRe common shareholders per common share - diluted”; and (3) return on average common equity - annualized to “operating return on average common equity - annualized.equity.” Comparative information for allthe prior periods haspresented have been updated to conform to the current methodology and presentation. 96 | RenaissanceRe 2024 Proxy Statement
TABLE OF CONTENTS (in thousands of U.S. dollars, except per share amounts and percentages) | | Year Ended December 31, | | 2021 | | | 2020 | | Net income (loss) available (attributable) to RenaissanceRe common shareholders | | $ | (73,421 | ) | | $ | 731,482 | | Adjustment for net realized and unrealized losses (gains) on investments, excluding other investments - catastrophe bonds | | | 183,101 | | | | (827,667 | ) | Adjustment for net foreign exchange losses (gains) | | | 41,006 | | | | (27,773 | ) | Adjustment for corporate expenses associated with the acquisition of TMR and the subsequent sale of RenaissanceRe UK | | | 135 | | | | 47,964 | | Adjustment for income tax expense (benefit)(1) | | | (11,521 | ) | | | 29,863 | | Adjustment for net (loss) income attributable to redeemable noncontrolling interests(2) | | | (57,701 | ) | | | 60,771 | | Operating income (loss) available (attributable) to RenaissanceRe common shareholders | | $ | 81,599 | | | $ | 14,640 | | | | | | | | | | | Net income (loss) available (attributable) to RenaissanceRe common shareholders per common share - diluted | | $ | (1.57 | ) | | $ | 15.31 | | Adjustment for net realized and unrealized losses (gains) on investments, excluding other investments - catastrophe bonds | | | 3.88 | | | | (17.54 | ) | Adjustment for net foreign exchange losses (gains) | | | 0.87 | | | | (0.59 | ) | Adjustment for corporate expenses associated with the acquisition of TMR and the subsequent sale of RenaissanceRe UK | | | — | | | | 1.02 | | Adjustment for income tax expense (benefit)(1) | | | (0.24 | ) | | | 0.63 | | Adjustment for net (loss) income attributable to redeemable noncontrolling interests(2) | | | (1.22 | ) | | | 1.29 | | Operating income (loss) available (attributable) to RenaissanceRe common shareholders per common share - diluted | | $ | 1.72 | | | $ | 0.12 | | | | | | | | | | | Return on average common equity - annualized | | | (1.1 | )% | | | 11.7 | % | Adjustment for net realized and unrealized losses (gains) on investments, excluding other investments - catastrophe bonds | | | 2.9 | % | | | (13.4 | )% | Adjustment for net foreign exchange losses (gains) | | | 0.6 | % | | | (0.4 | )% | Adjustment for corporate expenses associated with the acquisition of TMR and the subsequent sale of RenaissanceRe UK | | | — | | | | 0.8 | % | Adjustment for income tax expense (benefit)(1) | | | (0.2 | )% | | | 0.5 | % | Adjustment for net (loss) income attributable to redeemable noncontrolling interests(2) | | | (0.9 | )% | | | 1.0 | % | Operating return on average common equity - annualized | | | 1.3 | % | | | 0.2 | % |
Net income (loss) available (attributable) to RenaissanceRe
common shareholders | | | $2,525,757 | | | $(1,096,578) | Adjustment for: | | | | | | | Net realized and unrealized losses (gains) on investments, excluding other investments - catastrophe bonds | | | (312,625) | | | 1,670,150 | Net foreign exchange losses (gains) | | | 41,479 | | | 56,909 | Corporate expenses associated with acquisitions and dispositions | | | 76,380 | | | — | Acquisition related purchase accounting adjustments(1) | | | 64,866 | | | 7,235 | Bermuda net deferred tax asset(2) | | | (593,765) | | | — | Income tax expense (benefit)(3) | | | 3,289 | | | (83,149) | Net income (loss) attributable to redeemable noncontrolling interests(4) | | | 19,529 | | | (231,776) | Operating income (loss) available (attributable) to RenaissanceRe
common shareholders | | | $1,824,910 | | | $322,791 | | | | | | | | Net income (loss) available (attributable) to RenaissanceRe
common shareholders per common share - diluted | | | $52.27 | | | $(25.50) | Adjustment for: | | | | | | | Net realized and unrealized losses (gains) on investments, excluding other investments - catastrophe bonds | | | (6.57) | | | 38.80 | Net foreign exchange losses (gains) | | | 0.87 | | | 1.32 | Corporate expenses associated with acquisitions and dispositions | | | 1.60 | | | — | Acquisition related purchase accounting adjustments(1) | | | 1.36 | | | 0.17 | Bermuda net deferred tax asset(2) | | | (12.47) | | | — | Income tax expense (benefit)(3) | | | 0.07 | | | (1.93) | Net income (loss) attributable to redeemable noncontrolling interests(4) | | | 0.41 | | | (5.39) | Operating income (loss) available (attributable) to RenaissanceRe
common shareholders per common share - diluted | | | $37.54 | | | $7.47 | | | | | | | | Return on average common equity | | | 40.5% | | | (22.0)% | Adjustment for: | | | | | | | Net realized and unrealized losses (gains) on investments, excluding other investments - catastrophe bonds | | | (5.0)% | | | 33.5 % | Net foreign exchange losses (gains) | | | 0.7 % | | | 1.1 % | Corporate expenses associated with acquisitions and dispositions | | | 1.2% | | | — | Acquisition related purchase accounting adjustments(1) | | | 1.0% | | | 0.1% | Bermuda net deferred tax asset(2) | | | (9.5)% | | | — | Income tax expense (benefit)(3) | | | 0.1% | | | (1.7)% | Net income (loss) attributable to redeemable noncontrolling interests(4) | | | 0.3% | | | (4.6)% | Operating return on average common equity - annualized | | | 29.3 % | | | 6.4 % |
(1)
| Represents the purchase accounting adjustments related to the amortization of acquisition related intangible assets, amortization (accretion) of VOBA and acquisition costs, and the fair value adjustments to the net reserves for claims and claim expenses for the years ended December 31, 2023 and 2022, respectively, for the acquisitions of Validus $48.8 million (2022 - $Nil); and TMR and Platinum $16.1 million (2022 - $7.2 million). |
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TABLE OF CONTENTS (1)(2)
| Adjustment forRepresents the net deferred tax benefit resulting from the recognition of deferred tax assets net of deferred tax liabilities in connection with a 15% Bermuda corporate income tax expense (benefit) representsrate, pursuant to the Corporate Income Tax Act 2023, enacted on December 27, 2023. |
(3)
| Represents the income tax (expense) benefit associated with the adjustments to net income (loss) available (attributable) to RenaissanceRe common shareholders. The income tax impact is estimated by applying the statutory rates of applicable jurisdictions, after consideration of other relevant factors. |
(2)(4)
| Represents the portion of thesethe adjustments above that are attributable to the Company’s redeemable noncontrolling interests, including the income tax impact of those adjustments. |
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Tangible Book Value Per Common Share and Tangible Book Value Per Common Share Plus Accumulated Dividends We have also included in this Proxy Statement “tangible book value per common share” and “tangible book value per common share plus accumulated dividends.” “Tangible book value per common share” is defined as book value per common share excluding per share amounts for (1) acquisition related goodwill and other intangible assets, (2) acquisition related purchase accounting adjustments, and (3) other goodwill and intangible assets per common share.assets. “Tangible book value per common share plus accumulated dividends” is defined as book value per common share excluding per share amounts for (1) acquisition related goodwill and other intangible assets, (2) acquisition related purchase accounting adjustments, and (3) other goodwill and intangible assets, per common share plus accumulated dividends. We updated our calculation of “tangible book value per common share” to exclude “acquisition related purchase accounting adjustments” because we believe that excluding the impact of acquisition related purchase accounting adjustments provides more comparability and a more accurate measure of our realizable returns. Our management believes “tangible book value per common share” and “tangible book value per common share plus accumulated dividends” are useful to investors because they provide a more accurate measure of the realizable value of shareholder returns, excluding the impact of goodwill and intangible assets.assets and acquisition related purchase accounting adjustments. The following table is a reconciliation of book value per common share to “tangible book value per common share” and “tangible book value per common share plus accumulated dividends.” (in thousands of U.S. dollars, except per share amounts and percentages) | | December 31, | | 2021 | | | 2020 | | Book value per common share | | $ | 132.17 | | | $ | 138.46 | | Adjustment for goodwill and other intangibles(1) | | | (5.90 | ) | | | (5.37 | ) | Tangible book value per common share | | | 126.27 | | | | 133.09 | | Adjustment for accumulated dividends | | | 23.52 | | | | 22.08 | | Tangible book value per common share plus accumulated dividends | | $ | 149.79 | | | $ | 155.17 | | | | | | | | | | | Change in book value per common share | | | (4.5 | )% | | | 14.9 | % | Change in tangible book value per common share plus change in accumulated dividends | | | (4.0 | )% | | | 17.9 | % |
Comparative information for the prior periods presented have been updated to conform to the current methodology and presentation.Book value per common share | | | $165.20 | | | $104.65 | Adjustment for: | | | | | | | Acquisition related goodwill and other intangible assets(1) | | | (14.71) | | | (5.44) | Other goodwill and intangible assets(2) | | | (0.35) | | | (0.40) | Acquisition related purchase accounting adjustments(3) | | | (8.27) | | | (1.66) | Tangible book value per common share | | | 141.87 | | | 97.15 | Adjustment for accumulated dividends | | | 26.52 | | | 25.00 | Tangible book value per common share plus accumulated dividends | | | $168.39 | | | $122.15 | | | | | | | | Year to date change in book value per common share | | | 57.9% | | | (20.8)% | Year to date change in book value per common share plus change in accumulated dividends | | | 59.3% | | | (19.7)% | Year to date change in tangible book value per common share plus change in accumulated dividends | | | 47.6% | | | (20.8)% |
(1)
| | (1) | As ofRepresents the acquired goodwill and other intangible assets at December 31, 20212023 for the acquisitions of Validus $542.7 million (2022 - $Nil), TMR $27.2 million (2022 - $28.3 million) and Platinum $205.5 million (2022 - $209.6 million). |
(2)
| At December 31, 2020,2023, the adjustment for goodwill and other intangibles included $18.6$18.1 million and $23.0 million, respectively,(2022 - $17.8 million) of goodwill and other intangibles included in investments in other ventures, under equity method. Previously reported “adjustment for goodwill and other intangibles” has been bifurcated into “acquisition related goodwill and other intangible assets” and “other goodwill and intangible assets.” |
(3)
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Appendix B: First Amended and Restated 2016 Long-Term Incentive Plan
RenaissanceRe Holdings Ltd.
First Amended and Restated
2016 Long-Term Incentive Plan
Initially Adopted by the Board of Directors: February 19, 2016
Initially Approved by the Shareholders: May 16, 2016
Amended and Restated by the Board of Directors: February 4, 2022
Re-Approved by the Shareholders: May 16, 2022
Termination Date: May 15, 2032
The purpose of the Plan is to assist the Company in attracting, retaining, motivating, and rewarding certain employees, officers, directors, and consultants of the Company and its Affiliates and promoting the creation of long-term value for shareholders of the Company by closely aligning the interests of such individuals with those of such shareholders. The Plan authorizes the award of Stock-based and cash-based incentives to Eligible Persons to encourage such Eligible Persons to expend maximum effort in the creation of shareholder value. In consideration for the Participant’s continuous service to the Company, any shares of Stock that are issued under the Plan shall be issued fully paid.
The Plan was initially adopted by the Company on the Effective Date and was amended and restated in its present form on the Restatement Date. The terms of the Plan as amended and restated herein shall apply to all Awards granted under the Plan prior to, on or following the Restatement Date. If this amendment and restatement of the Plan is not approved by the Company’s shareholders at the Company’s 2022 Annual General Meeting of Shareholders, then this amendment and restatement of the Plan will be null and void in its entirety and the Plan as in effect on the Effective Date will remain in effect.
For purposes of the Plan, the following terms shall be defined as set forth below:
| (a) | “Affiliate” means, with respect to a Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. | | (b) | “Award” means any Option, award of Restricted Stock, Restricted Stock Unit, Stock Appreciation Right, Performance Award, or other Stock-based award granted underRepresents the Plan. | | (c) | “Award Agreement” means an Option Agreement, a Restricted Stock Agreement, an RSU Agreement, a SAR Agreement, a Performance Award Agreement, or an agreement governing the grant of any other Stock-based Award granted under the Plan. | | (d) | “Board” means the Board of Directors of the Company. | | (e) | “Cause” means, with respect to a Participant and in the absence of an Award Agreement or Participant Agreement otherwise defining Cause, (1) the Participant’s plea of nolo contendere to, conviction of or indictment for, any crime (whether or not involving the Company or its Affiliates) (i) constituting a felony or (ii) that has, or could reasonably be expected to result in, an adverse impact on the performance of the Participant’s duties to the Service Recipient, or otherwise has, or could reasonably be expected to result in, an adverse impact on the business or reputation of the Company or its Affiliates, (2) conduct of the Participant, |
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| | in connection with his or her employment or service, that has resulted, or could reasonably be expected to result, in material injury to the business or reputation of the Company or its Affiliates, (3) any material violation of the policies of the Service Recipient, including, but not limited to, those relating to sexual harassment or the disclosure or misuse of confidential information, or those set forth in the manuals or statements of policy of the Service Recipient; (4) the Participant’s act(s) of gross negligence or willful misconduct in the course of his or her employment or service with the Service Recipient; (5) misappropriation by the Participant of any assets or business opportunities of the Company or its Affiliates; (6) embezzlement or fraud committed by the Participant, at the Participant’s direction, or with the Participant’s prior actual knowledge; or (7) willful neglect in the performance of the Participant’s duties for the Service Recipient or willful or repeated failure or refusal to perform such duties. If, subsequent to the Termination of a Participant for any reason other than by the Service Recipient for Cause, it is discovered that the Participant’s employment or service could have been terminated for Cause, such Participant’s employment or service shall, at the discretion of the Committee, be deemed to have been terminated by the Service Recipient for Cause for all purposes under the Plan, and the Participant shall be required to repay or return to the Company all amounts and benefits received by him or her in respect of any Award following such Termination that would have been forfeited or reacquired under the Plan had such Termination been by the Service Recipient for Cause. In the event that there is an Award Agreement or Participant Agreement defining Cause, “Cause” shall have the meaning provided in such agreement, and a Termination by the Service Recipient for Cause hereunder shall not be deemed to have occurred unless all applicable notice and cure periods in such Award Agreement or Participant Agreement are complied with. | | (f) | “Change in Control” means: |
| (1) | a change in ownership or control of the Company effected through a transaction or series of transactions (other than an offering of Stock to the general public through a registration statement filed with the U.S. Securities and Exchange Commission or similar non-U.S. regulatory agency or pursuant to a Non-Control Transaction) whereby any “person” (as defined in Section 3(a)(9) of the Exchange Act) or any two or more persons deemed to be one “person” (as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act), other than the Company or any of its Affiliates, an employee benefit plan sponsored or maintained by the Company or any of its Affiliates (or its related trust), or any underwriter temporarily holding securities pursuant to an offering of such securities, directly or indirectly acquire “beneficial ownership” (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than fifty percent (50%) of the total combined voting power of the Company’s securities eligible to vote in the election of the Board (the “Company Voting Securities”); | | (2) | the date, within any consecutive twenty-four (24) month period commencing on or after the Effective Date, upon which individuals who constitute the Board as of the Effective Date (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual who becomes a director subsequent to the Effective Date whose election or nomination for election by the Company’s shareholders was approved by a vote of at least a majority of the directors then constituting the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in which such individual is named as a nominee for director, without objection to such nomination) shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest (including, but not limited to, a consent solicitation) with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board; or | | (3) | the consummation of a merger, consolidation, share exchange, or similar form of corporate transaction involving the Company or any of its Affiliates that requires the approval of the Company’s shareholders (whether for such transaction, the issuance of securities in the transaction or otherwise) (a “Reorganization”), unless immediately following such Reorganization (i) more than fifty percent (50%) of the total voting power of (A) the corporation resulting from such Reorganization (the “Surviving Company”) or (B) if applicable, the ultimate parent corporation that has, directly or indirectly, beneficial ownership of one hundred percent (100%) of the voting securities of the Surviving Company (the “Parent Company”), is represented by Company Voting Securities that were outstanding immediately prior to such Reorganization (or, if applicable, is represented by shares into which such Company Voting |
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| | Securities were converted pursuant to such Reorganization), and such voting power among the holders thereof is in substantially the same proportion as the voting power of such Company Voting Securities among holders thereof immediately prior to such Reorganization, (ii) no person, other than an employee benefit plan sponsored or maintained by the Surviving Company or the Parent Company (or its related trust), is or becomes the beneficial owner, directly or indirectly, of fifty percent (50%) or more of the total voting power of the outstanding voting securities eligible to elect directors of the Parent Company, or if there is no Parent Company, the Surviving Company, and (iii) at least a majority of the members of the board of directors of the Parent Company, or if there is no Parent Company, the Surviving Company, following the consummation of such Reorganization are members of the Incumbent Board at the time of the Board’s approval of the execution of the initial agreement providing for such Reorganization (any Reorganization which satisfies all of the criteria specified in clauses (i), (ii), and (iii) above shall be a “Non-Control Transaction”); or | | (4) | the sale or disposition, in one or a series of related transactions, of all or substantially all of the assets of the Company to any “person” (as defined in Section 3(a)(9) of the Exchange Act) or to any two or more persons deemed to be one “person” (as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) other than the Company’s Affiliates. |
Notwithstanding the foregoing, (x) a Change in Control shall not be deemed to occur solely because any person acquires beneficial ownership of fifty percent (50%) or more of the Company Voting Securities as a result of an acquisition of Company Voting Securities by the Company that reduces the number of Company Voting Securities outstanding; provided that if after such acquisition by the Company such person becomes the beneficial owner of additional Company Voting Securities that increases the percentage of outstanding Company Voting Securities beneficially owned by such person, a Change in Control shall then be deemed to occur, and (y) with respect to the payment of any amount that constitutes a deferral of compensation subject to Section 409A of the Code payable upon a Change in Control, a Change in Control shall not be deemed to have occurred, unless the Change in Control constitutes a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company under Section 409A(a)(2)(A)(v) of the Code.
| (g) | “Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time, including the rules and regulations thereunder and any successor provisions, rules and regulations thereto. | | (h) | “Committee” means the Board or such other committee consisting of two or more individuals appointed by the Board to administer the Plan and each other individual or committee of individuals designated to exercise authority under the Plan. | | (i) | “Company” means RenaissanceRe Holdings Ltd., a Bermuda company, and its successors by operation of law. | | (j) | “Corporate Event” has the meaning set forth in Section 11(b) hereof. | | (k) | “Data” has the meaning set forth in Section 21(e) hereof. | | (l) | “Disability” means, in the absence of an Award Agreement or Participant Agreement otherwise defining Disability, the permanent and total disability of such Participant within the meaning of Section 22(e)(3) of the Code. In the event that there is an Award Agreement or Participant Agreement defining Disability, “Disability” shall have the meaning provided in such Award Agreement or Participant Agreement. | | (m) | “Disqualifying Disposition” means any disposition (including any sale) of Stock acquired upon the exercise of an Incentive Stock Option made within the period that ends either (1) two years after the date on which the Participant was granted the Incentive Stock Option or (2) one year after the date upon which the Participant acquired the Stock. | | (n) | “Effective Date” means February 19, 2016, which is the date on which the Plan was initially approved by the Board. | | (o) | “Eligible Person” means (1) each employee and officer of the Company or any of its Affiliates, (2) each non-employee director of the Company or any of its Affiliates; (3) each other natural Person who provides substantial services to the Company or any of its Affiliates as a consultant or advisor (or a wholly owned alter ego entity of the natural Person providing such services of which such Person is an employee, shareholder or partner) and who is designated as eligible by the Committee, and (4) each natural Person who has been |
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| | offered employment by the Company or any of its Affiliates; provided that such prospective employee may not receive any payment or exercise any right relating to an Award until such Person has commenced employment or service with the Company or its Affiliates; provided further, however, that (i) with respect to any Award that is intended to qualify as a “stock right” that does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code, the term “Affiliate” as used in this Section 2(o) shall include only those corporations or other entities in the unbroken chain of corporations or other entities beginning with the Company where each of the corporations or other entities in the unbroken chain other than the last corporation or other entity owns stock possessing at least fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations or other entities in the chain, and (ii) with respect to any Award that is intended to be an Incentive Stock Option, the term “Affiliate” as used in this Section 2(o) shall include only those entities that qualify as a “subsidiary corporation” with respect to the Company within the meaning of Section 424(f) of the Code. An employee on an approved leave of absence may be considered as still in the employ of the Company or any of its Affiliates for purposes of eligibility for participation in the Plan. | | (p) | “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended from time to time, including the rules and regulations thereunder and any successor provisions, rules and regulations thereto. | | (q) | “Expiration Date” means, with respect to an Option or Stock Appreciation Right, the date on which the term of such Option or Stock Appreciation Right expires, as determined under Section 5(b) or 8(b) hereof, as applicable. | | (r) | “Fair Market Value” means, as of any date when the Stock is listed on one or more national securities exchanges, the closing price reported on the principal national securities exchange on which such Stock is listed and traded on the date of determination or, if the closing price is not reported on such date of determination, the closing price reported on the most recent date prior to the date of determination. If the Stock is not listed on a national securities exchange, “Fair Market Value” shall mean the amount determined by the Board in good faith, and in a manner consistent with Section 409A of the Code, to be the fair market value per share of Stock. | | (s) | “GAAP” has the meaning set forth in Section 9(f)(3) hereof. | | (t) | “Good Reason” means, with respect to a Participant and in the absence of an Award Agreement or Participant Agreement otherwise defining Good Reason, without the Participant’s consent, (i) a material diminution in the Participant’s employment duties, responsibilities, or authority, or the assignment to the Participant of duties that are materially inconsistent with his or her position; (ii) a material reduction in the Participant’s base salary or target annual bonus or incentive compensation opportunity; or (iii) a relocation of the Participant’s principal place of employment to a location more than thirty-five (35) miles farther from his or her principal residence than the location at which the Participant was employed immediately preceding such change. In no event will a Participant have the right to terminate his or her employment for Good Reason unless (x) such Participant provides written notice to the Company within ninety (90) days after the initial occurrence of the event or condition that gives such Participant the right to terminate his or her employment for Good Reason and (y) the Company has not cured such Participant’s right to terminate his or her employment for Good Reason within thirty (30) days of the receipt of such written notice by the Company. In the event that there is an Award Agreement or Participant Agreement defining Good Reason, “Good Reason” shall have the meaning provided in such agreement, and a Termination by the Participant for Good Reason hereunder shall not be deemed to have occurred unless all applicable notice and cure periods in such Award Agreement or Participant Agreement are complied with. | | (u) | “Incentive Stock Option” means an Option intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Code. | | (v) | “Nonqualified Stock Option” means an Option not intended to be an Incentive Stock Option. | | (w) | “Option” means a conditional right, granted to a Participant under Section 5 hereof, to purchase Stock at a specified price during a specified time period. | | (x) | “Option Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an individual Option Award. | | (y) | “Participant” means an Eligible Person who has been granted an Award under the Plan or, if applicable, such other Person who holds an Award. |
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| (z) | “Participant Agreement” means an employment or other services agreement between a Participant and the Service Recipient that describes the terms and conditions of such Participant’s employment or service with the Service Recipient and is effective as of the date of determination. | | (aa) | “Performance Award” means an Award granted to a Participant under Section 9 hereof, which Award is subject to the achievement of Performance Objectives during a Performance Period. A Performance Award shall be designated as a Performance Share, a Performance Unit or a Performance Cash Award at the time of grant. | | (bb) | “Performance Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an individual Performance Award. | | (cc) | “Performance Cash Award” means a Performance Award which is a cash award (for a dollar value not in excess of that set forth in Section 4(c)(1) hereof), the payment of which is subject to the achievement of Performance Objectives during a Performance Period. A Performance Cash Award may also require the completion of a specified period of employment or service. | | (dd) | “Performance Objectives” means the performance objectives established pursuant to the Plan for Participants who have received Performance Awards. | | (ee) | “Performance Period” means the period of time designated by the Committee over which the achievement of one or more Performance Objectives will be measured for the purpose of determining a Participant’s right to and the payment of an Award. Performance Periods may be of varying and overlapping duration, at the sole discretion of the Committee. | | (ff) | “Performance Share” means a Performance Award denominated in shares of Stock which may be earned in whole or in part based upon the achievement of Performance Objectives during a Performance Period. | | (gg) | “Performance Unit” means a Performance Award denominated as a notional unit representing the right to receive one share of Stock (or the cash value of one share of Stock, if so determined by the Committee) which may be earned in whole or in part based upon the achievement of Performance Objectives during a Performance Period. | | (hh) | “Person” means any individual, corporation, partnership, firm, joint venture, association, joint-stock company, trust, unincorporated organization, or other entity. | | (ii) | “Plan” means this RenaissanceRe Holdings Ltd. First Amended and Restated 2016 Long-Term Incentive Plan, as amended from time to time. | | (jj) | “Qualified Member” means a member of the Committee who is a “Non-Employee Director” within the meaning of Rule 16b-3 under the Exchange Act and an “independent director” as defined under, as applicable, the NASDAQ Listing Rules, the NYSE Listed Company Manual or other applicable stock exchange rules. | | (kk) | “Qualifying Committee” has the meaning set forth in Section 3(b) hereof. | | (ll) | “Restatement Date” means February 4, 2022, which is the date on which the amendment and restatement of the Plan in its present form was approved by the Board. | | (mm) | “Restricted Stock” means Stock granted to a Participant under Section 6 hereof that is subject to certain restrictions and to a risk of forfeiture or reacquisition for no further consideration. | | (nn) | “Restricted Stock Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an individual Restricted Stock Award. | | (oo) | “Restricted Stock Unit” means a notional unit representing the right to receive one share of Stock (or the cash value of one share of Stock, if so determined by the Committee) on a specified settlement date. | | (pp) | “RSU Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an individual Award of Restricted Stock Units. | | (qq) | “SAR Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an individual Award of Stock Appreciation Rights. | | (rr) | “Securities Act” means the U.S. Securities Act of 1933, as amended from time to time, including the rules and regulations thereunder and any successor provisions, rules and regulations thereto. | | (ss) | “Service Recipient” means, with respect to a Participant holding an Award, either the Company or an Affiliate of the Company by which the original recipient of such Award is, or following a Termination was most recently, principally employed or to which such original recipient provides, or following a Termination was most recently providing, services, as applicable. |
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| (tt) | “Stock” means the full voting common shares, par value US$1.00 per share, of the Company, and such other securities as may be substituted for such stock pursuant to Section 11 hereof. | | (uu) | “Stock Appreciation Right” means a conditional right to receive an amount equal to the value of the appreciation in the Stock over a specified period. Except in the event of extraordinary circumstances, as determined in the sole discretion of the Committee, or pursuant to Section 11(b) hereof, Stock Appreciation Rights shall be settled in Stock. | | (vv) | “Substitute Award” has the meaning set forth in Section 4(a) hereof. | | (ww) | “Termination” means the termination of a Participant’s employment or service, as applicable, with the Service Recipient; provided, however, that, (x) if so determined by the Committee at the time of any change in status in relation to the Service Recipient (e.g., a Participant ceases to be an employee and begins providing services as a consultant, or vice versa), such change in status will not be deemed a Termination hereunder, and (y) if so determined by the Committee at the time of a furlough, temporary layoff or similar event with respect to a Participant, such furlough, temporary layoff or similar event will not be deemed to be a Termination hereunder until such time as the Committee determines that a Termination has occurred. Unless otherwise determined by the Committee, in the event that the Service Recipient ceases to be an Affiliate of the Company (by reason of sale, divestiture, spin-off, or other similar transaction), unless a Participant’s employment or service is transferred to another entity that would constitute the Service Recipient immediately following such transaction, such Participant shall be deemed to have suffered a Termination hereunder as of the date of the consummation of such transaction. Notwithstanding anything herein to the contrary, a Participant’s change in status in relation to the Service Recipient (for example, a change from employee to consultant) shall not be deemed a Termination hereunder with respect to any Awards constituting “nonqualified deferred compensation” subject to Section 409A of the Code that are payable upon a Termination unless such change in status constitutes a “separation from service” within the meaning of Section 409A of the Code. For the avoidance of doubt, in the event that a Participant provides notice of his or her intention to resign at a future date, the Service Recipient may, in its sole and absolute discretion, accelerate such date of Termination without changing the characterization of such Termination, and such Termination shall remain a resignation by the Participant. Any payments in respect of an Award constituting nonqualified deferred compensation subject to Section 409A of the Code that are payable upon a Termination shall be delayed for such period as may be necessary to meet the requirements of Section 409A(a)(2)(B)(i) of the Code. On the first business day following the expiration of such period, the Participant shall be paid, in a single lump sum without interest, an amount equal to the aggregate amount of all payments delayed pursuant to the preceding sentence, and any remaining payments not so delayed shall continue to be paid pursuant to the payment schedule applicable to such Award. | | | |
| | | | (a) | Authority of the Committee. Except as otherwise provided below, the Plan shall be administered by the Committee. The Committee shall have full and final authority, in each case subject to and consistent with the provisions of the Plan, to (1) select Eligible Persons to become Participants, (2) grant Awards, (3) determine the type, number of shares of Stock subject to, other terms and conditions of, and all other matters relating to, Awards, (4) prescribe Award Agreements (which need not be identical for each Participant) and rules and regulations for the administration of the Plan, (5) construe and interpret the Plan and Award Agreements and correct defects, supply omissions, and reconcile inconsistencies therein, (6) suspend the right to exercise Awards during any period that the Committee deems appropriate to comply with applicable securities laws, and thereafter extend the exercise period of an Award by an equivalent period of time or such shorter period required by, or necessary to comply with, applicable law, and (7) make all other decisions and determinations as the Committee may deem necessary or advisable for the administration of the Plan. Any action of the Committee shall be final, conclusive, and binding on all Persons, including, without limitation, the Company, its shareholders and Affiliates, Eligible Persons, Participants, and beneficiaries of Participants. Notwithstanding anything in the Plan to the contrary, the Committee shall have the ability to accelerate the vesting of any outstanding Award at any time and for any reason, including upon a Corporate Event, subject to Section 11(d), or in the event of a Participant’s Termination by the Service Recipient other than for Cause, by the Participant for Good Reason, or due to the Participant’s death, Disability or retirement (as such term may be defined in an applicable Award Agreement or Participant Agreement, or, if no such definition exists, in accordance with the |
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| | Company’s then-current employment policies and guidelines). For the avoidance of doubt, the Board shall have the authority to take all actions under the Plan that the Committee is permitted to take. | | (b) | Manner of Exercise of Committee Authority. At any time that a member of the Committee is not a Qualified Member, any action of the Committee relating to an Award granted or to be granted to a Participant who is then subject to Section 16 of the Exchange Act in respect of the Company, must be taken by the remaining members of the Committee or a subcommittee, designated by the Committee or the Board, composed solely of two or more Qualified Members (a “Qualifying Committee”). Any action authorized by such a Qualifying Committee shall be deemed the action of the Committee for purposes of the Plan. The express grant of any specific power to a Qualifying Committee, and the taking of any action by such a Qualifying Committee, shall not be construed as limiting any power or authority of the Committee. | | (c) | Delegation. To the extent permitted by applicable law, the Committee may delegate to officers or employees of the Company or any of its Affiliates, or committees thereof, the authority, subject to such terms as the Committee shall determine, to perform such functions under the Plan, including, but not limited to, administrative functions, as the Committee may determine appropriate. The Committee may appoint agents to assist it in administering the Plan. Any actions taken by an officer or employee delegated authority pursuant to this Section 3(c) within the scope of such delegation shall, for all purposes under the Plan, be deemed to be an action taken by the Committee. Notwithstanding the foregoing or any other provision of the Plan to the contrary, any Award granted under the Plan to any Eligible Person who is not an employee of the Company or any of its Affiliates (including any non-employee director of the Company or any Affiliate) or to any Eligible Person who is subject to Section 16 of the Exchange Act must be expressly approved by the Committee or Qualifying Committee in accordance with subsection (b) above. | | (d) | Section 409A; Section 457A. The Committee shall take into account compliance with Sections 409A and 457A of the Code in connection with any grant of an Award under the Plan, to the extent applicable. While the Awards granted hereunder are intended to be structured in a manner to avoid the imposition of any penalty taxes under Sections 409A and 457A of the Code, in no event whatsoever shall the Company or any of its Affiliates be liable for any additional tax, interest, or penalties that may be imposed on a Participant as a result of Section 409A or Section 457A of the Code or any damages for failing to comply with Section 409A or Section 457A of the Code or any similar state or local laws (other than for withholding obligations or other obligations applicable to employers, if any, under Section 409A or Section 457A of the Code). | | | |
4. | Shares Available Under the Plan; Other Limitations. |
| | | | (a) | Number of Shares Available for Delivery. Subject to adjustment as provided in Section 11 hereof, the total number of shares of Stock reserved and available for delivery in connection with Awards under the Plan shall equal 3,060,092. Shares of Stock delivered under the Plan shall consist of authorized and unissued shares or previously issued shares of Stock reacquired by the Company on the open market or by private purchase. Notwithstanding the foregoing, (i) except as may be required by reason of Section 422 of the Code, the number of shares of Stock available for issuance hereunder shall not be reduced by shares issued pursuant to Awards issued or assumed in connection with a merger or acquisition as contemplated by, as applicable, NYSE Listed Company Manual Section 303A.08, NASDAQ Listing Rule 5635(c) and IM-5635-1, AMEX Company Guide Section 711, or other applicable stock exchange rules, and their respective successor rules and listing exchange promulgations (each such Award, a “Substitute Award”); and (ii) shares of Stock shall not be deemed to have been issued pursuant to the Plan with respect to any portion of an Award that is settled in cash. | | (b) | Share Counting Rules. The Committee may adopt reasonable counting procedures to ensure appropriate counting, avoid double-counting (as, for example, in the case of tandem awards or Substitute Awards) and makeaccounting adjustments if the number of shares of Stock actually delivered differs from the number of shares previously counted in connection with an Award. Other than with respect to a Substitute Award, to the extent that an Award expires or is canceled, forfeited, reacquired, settled in cash, or otherwise terminated without delivery to the Participant of the full number of shares of Stock to which the Award related, the undelivered shares of Stock will again be available for grant. Shares of Stock withheld in payment of the exercise price or taxes relating to an Award and shares of Stock equal to the number surrendered or acquired in payment of any exercise price or taxes relating to an Award shall not be deemed to constitute shares delivered to the Participant and shall be deemed to again be available for delivery under the Plan. |
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| (c) | Individual Limitations; Incentive Stock Options. | | | |
| (1) | Notwithstanding anything herein to the contrary, (i) the maximum number of shares of Stock with respect to which Options, Stock Appreciation Rights, and Performance Awards may be granted to any individual in any one calendar year shall not exceed 500,000 (subject to adjustment as provided in Section 11 hereof); and (ii) the maximum value of the aggregate payment that any individual may receive with respect to an Award that is valued in dollars in respect of any annual Performance Period is US$50,000,000, and for any Performance Period in excess of one year, such amount multiplied by a fraction, the numerator of which is the number of months in the Performance Period and the denominator of which is twelve (12). | | (2) | No more than 3,060,092 shares of Stock (subject to adjustment as provided in Section 11 hereof) reserved for issuance hereunder may be issued or transferred upon exercise or settlement of Incentive Stock Options. | | | |
| (d) | Shares Available Under Acquired Plans. To the extent permitted by NYSE Listed Company Manual Section 303A.08, NASDAQ Listing Rule 5635(c) or other applicable stock exchange rules, subject to applicable law, in the event that a company acquired by the Company or with which the Company combines has shares available under a pre-existing plan approved by shareholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio of formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the number of shares of Stock reserved and available for delivery in connection with Awards under the Plan; provided that Awards using such available shares shall not be made after the date awards could have been made under the terms of such pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not employed by the Company or any subsidiary of the Company immediately prior to such acquisition or combination. | | (e) | Minimum Vesting Period. No Award (other than any Performance Cash Award) may vest over a period that is less than one (1) year from the date of grant; provided, however, that the foregoing minimum vesting period shall not apply: (i) to Awards granted in payment of or exchange for an equivalent amount of salary, bonus or other earned cash compensation (including Performance Shares); (ii) to a Substitute Award that does not reduce the vesting period of the award being replaced or assumed; or (iii) to Awards involving an aggregate number of shares of Stock not in excess of five percent (5%) of the aggregate number of shares of Stock that may be delivered in connection with Awards (as set forth in Section 4 hereof). | | (f) | Limitation on Awards to Non-Employee Directors. Notwithstanding anything herein to the contrary, the maximum value of any Awards granted to a non-employee director of the Company in any one calendar year, taken together with any cash fees paid to such non-employee director during such calendar year, shall not exceed US$1,500,000 (calculating the value of any such Awards based on the grant date fair value of such Awards for financial reporting purposes and excluding, for this purpose, the value of any dividend equivalent payments paid pursuant to any Award granted in a previous year). | | | |
| | | | (a) | General. Certain Options granted under the Plan may be intended to be Incentive Stock Options; however, no Incentive Stock Options may be granted hereunder following the tenth (10th) anniversary of the earlier of (i) the Restatement Date and (ii) the date the shareholders of the Company approve this amendment and restatement of the Plan. Options may be granted to Eligible Persons in such form and having such terms and conditions as the Committee shall deem appropriate; provided, however, that Incentive Stock Options may be granted only to Eligible Persons who are employees of the Company or an Affiliate (as such definition is limited pursuant to Section 2(o) hereof) of the Company. The provisions of separate Options shall be set forth in separate Option Agreements, which agreements need not be identical. No dividends or dividend equivalents shall be paid on Options. | | (b) | Term. The term of each Option shall be set by the Committee at the time of grant; provided, however, that no Option granted hereunder shall be exercisable after, and each Option shall expire, ten (10) years from the date it was granted. | | (c) | Exercise Price. The exercise price per share of Stock for each Option shall be set by the Committee at the time of grant and shall not be less than the Fair Market Value on the date of grant, subject to Section 5(g) |
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| | hereof in the case of any Incentive Stock Option. Notwithstanding the foregoing, in the case of an Option that is a Substitute Award, the exercise price per share of Stock for such Option may be less than the Fair Market Value on the date of grant; provided, that such exercise price is determined in a manner consistent with the provisions of Section 409A of the Code and, if applicable, Section 424(a) of the Code. | | (d) | Payment for Stock. Payment for shares of Stock acquired pursuant to an Option granted hereunder shall be made in full upon exercise of the Option in a manner approved by the Committee, which may include any of the following payment methods: (1) in immediately available funds in U.S. dollars, or by certified or bank cashier’s check, (2) by delivery of shares of Stock having a value equal to the exercise price, (3) by a broker-assisted cashless exercise in accordance with procedures approved by the Committee, whereby payment of the Option exercise price or tax withholding obligations may be satisfied, in whole or in part, with shares of Stock subject to the Option by delivery of an irrevocable direction to a securities broker (on a form prescribed by the Committee) to sell shares of Stock and to deliver all or part of the sale proceeds to the Company in payment of the aggregate exercise price and, if applicable, the amount necessary to satisfy the Company’s withholding obligations, or (4) by any other means approved by the Committee (including, by delivery of a notice of “net exercise” to the Company, pursuant to which the Participant shall receive the number of shares of Stock underlying the Option so exercised reduced by the number of shares of Stock equal to the aggregate exercise price of the Option divided by the Fair Market Value on the date of exercise). Notwithstanding anything herein to the contrary, if the Committee determines that any form of payment available hereunder would be in violation of Section 402 of the Sarbanes-Oxley Act of 2002, such form of payment shall not be available. | | (e) | Vesting. Options shall vest and become exercisable in such manner, on such date or dates, or upon the achievement of performance or other conditions, in each case as may be determined by the Committee and set forth in an Option Agreement; provided, however, that notwithstanding any such vesting dates, the Committee may in its sole discretion accelerate the vesting of any Option at any time and for any reason. Unless otherwise specifically determined by the Committee, the vesting of an Option shall occur only while the Participant is employed by or rendering services to the Service Recipient, and all vesting shall cease upon a Participant’s Termination for any reason. To the extent permitted by applicable law and unless otherwise determined by the Committee, vesting shall be suspended during the period of any approved unpaid leave of absence by a Participant following which the Participant has a right to reinstatement and shall resume upon such Participant’s return to active employment. If an Option is exercisable in installments, such installments or portions thereof that become exercisable shall remain exercisable until the Option expires, is canceled or otherwise terminates. | | (f) | Termination of Employment or Service. Except as provided by the Committee in an Option Agreement, Participant Agreement or otherwise: | | | |
| (1) | In the event of a Participant’s Termination prior to the applicable Expiration Date for any reason other than (i) by the Service Recipient for Cause, or (ii) by reason of the Participant’s death or Disability, (A) all vesting with respect to such Participant’s Options outstanding shall cease, (B) all of such Participant’s unvested Options outstanding shall terminate and be forfeited for no consideration as of the date of such Termination, and (C) all of such Participant’s vested Options outstanding shall terminate and be forfeited for no consideration on the earlier of (x) the applicable Expiration Date and (y) the date that is ninety (90) days after the date of such Termination. | | (2) | In the event of a Participant’s Termination prior to the applicable Expiration Date by reason of such Participant’s death or Disability, (i) all vesting with respect to such Participant’s Options outstanding shall cease, (ii) all of such Participant’s unvested Options outstanding shall terminate and be forfeited for no consideration as of the date of such Termination, and (iii) all of such Participant’s vested Options outstanding shall terminate and be forfeited for no consideration on the earlier of (x) the applicable Expiration Date and (y) the date that is twelve (12) months after the date of such Termination. In the event of a Participant’s death, such Participant’s Options shall remain exercisable by the Person or Persons to whom such Participant’s rights under the Options pass by will or by the applicable laws of descent and distribution until the applicable Expiration Date, but only to the extent that the Options were vested at the time of such Termination. | | (3) | In the event of a Participant’s Termination prior to the applicable Expiration Date by the Service Recipient for Cause, all of such Participant’s Options outstanding (whether or not vested) shall immediately terminate and be forfeited for no consideration as of the date of such Termination. |
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| (g) | Special Provisions Applicable to Incentive Stock Options. | | | |
| (1) | No Incentive Stock Option may be granted to any Eligible Person who, at the time the Option is granted, owns directly, or indirectly within the meaning of Section 424(d) of the Code, stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of any parent or subsidiary thereof, unless such Incentive Stock Option (i) has an exercise price of at least one hundred ten percent (110%) of the Fair Market Value on the date of the grant of such Option and (ii) cannot be exercised more than five (5) years after the date it is granted. | | (2) | To the extent that the aggregate Fair Market Value (determined as of the date of grant) of Stock for which Incentive Stock Options are exercisable for the first time by any Participant during any calendar year (under all plans of the Company and its Affiliates) exceeds US$100,000, such excess Incentive Stock Options shall be treated as Nonqualified Stock Options. | | (3) | Each Participant who receives an Incentive Stock Option must agree to notify the Company in writing immediately after the Participant makes a Disqualifying Disposition of any Stock acquired pursuant to the exercise of an Incentive Stock Option. | | | |
| | | | (a) | General. Restricted Stock may be granted to Eligible Persons in such form and having such terms and conditions as the Committee shall deem appropriate. The provisions of separate Awards of Restricted Stock shall be set forth in separate Restricted Stock Agreements, which agreements need not be identical. Subject to the restrictions set forth in Section 6(b) hereof, and except as otherwise set forth in the applicable Restricted Stock Agreement, the Participant shall generally have the rights and privileges of a shareholder as to such Restricted Stock, including the right to vote such Restricted Stock. Unless otherwise set forth in a Participant’s Restricted Stock Agreement, cash dividends and stock dividends, if any, with respect to the Restricted Stock shall be withheld by the Company for the Participant’s account, and shall be subject to forfeiture to the same degree as the shares of Restricted Stock to which such dividends relate. Except as otherwise determined by the Committee, no interest will accrue or be paid on the amount of any cash dividends withheld. | | (b) | Vesting and Restrictions on Transfer. Restricted Stock shall vest in such manner, on such date or dates, or upon the achievement of performance or other conditions, in each case as may be determined by the Committee and set forth in a Restricted Stock Agreement; provided, however, that notwithstanding any such vesting dates, the Committee may in its sole discretion accelerate the vesting of any Award of Restricted Stock at any time and for any reason. Unless otherwise specifically determined by the Committee, the vesting of an Award of Restricted Stock shall occur only while the Participant is employed by or rendering services to the Service Recipient, and all vesting shall cease upon a Participant’s Termination for any reason. To the extent permitted by applicable law and unless otherwise determined by the Committee, vesting shall be suspended during the period of any approved unpaid leave of absence by a Participant following which the Participant has a right to reinstatement and shall resume upon such Participant’s return to active employment. In addition to any other restrictions set forth in a Participant’s Restricted Stock Agreement, the Participant shall not be permitted to sell, transfer, pledge, or otherwise encumber the Restricted Stock prior to the time the Restricted Stock has vested pursuant to the terms of the Restricted Stock Agreement. | | (c) | Termination of Employment or Service. Except as provided by the Committee in a Restricted Stock Agreement, Participant Agreement or otherwise, in the event of a Participant’s Termination for any reason prior to the time that such Participant’s Restricted Stock has vested, (1) all vesting with respect to such Participant’s Restricted Stock outstanding shall cease, and (2) as soon as practicable following such Termination, the Company shall repurchase from the Participant, and the Participant shall sell, all of such Participant’s unvested shares of Restricted Stock at a purchase price equal to the lesser of (A) the original purchase price paid for the Restricted Stock (as adjusted for any subsequent changes in the outstanding Stock or in the capital structure of the Company) less any dividends or other distributions or bonus received (or to be received) by the Participant (or any transferee) in respect of such Restricted Stock prior to the date of repurchase and (B) the Fair Market Value on the date of such repurchase; provided that, if the original purchase price paid for the Restricted Stock is equal to zero dollars (US$0), such unvested shares of Restricted Stock shall be forfeited to or acquired by the Company for no further consideration as of the date of such Termination. |
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7. | Restricted Stock Units. |
| | | | (a) | General. Restricted Stock Units may be granted to Eligible Persons in such form and having such terms and conditions as the Committee shall deem appropriate. The provisions of separate Restricted Stock Units shall be set forth in separate RSU Agreements, which agreements need not be identical. | | (b) | Vesting. Restricted Stock Units shall vest in such manner, on such date or dates, or upon the achievement of performance or other conditions, in each case as may be determined by the Committee and set forth in an RSU Agreement; provided, however, that notwithstanding any such vesting dates, the Committee may in its sole discretion accelerate the vesting of any Restricted Stock Unit at any time and for any reason. Unless otherwise specifically determined by the Committee, the vesting of a Restricted Stock Unit shall occur only while the Participant is employed by or rendering services to the Service Recipient, and all vesting shall cease upon a Participant’s Termination for any reason. To the extent permitted by applicable law and unless otherwise determined by the Committee, vesting shall be suspended during the period of any approved unpaid leave of absence by a Participant following which the Participant has a right to reinstatement and shall resume upon such Participant’s return to active employment. | | (c) | Settlement. Restricted Stock Units shall be settled in Stock, cash, or property, as determined by the Committee, in its sole discretion, on the date or dates determined by the Committee and set forth in an RSU Agreement. Unless otherwise set forth in a Participant’s RSU Agreement, a Participant shall not be entitled to dividends, if any, or dividend equivalents with respect to Restricted Stock Units prior to settlement. | | (d) | Termination of Employment or Service. Except as provided by the Committee in an RSU Agreement, Participant Agreement or otherwise, in the event of a Participant’s Termination for any reason prior to the time that such Participant’s Restricted Stock Units have been settled, (1) all vesting with respect to such Participant’s Restricted Stock Units outstanding shall cease, (2) all of such Participant’s unvested Restricted Stock Units outstanding shall be forfeited to or acquired by the Company for no further consideration as of the date of such Termination, and (3) any shares remaining undelivered with respect to vested Restricted Stock Units then held by such Participant shall be delivered on the delivery date or dates specified in the RSU Agreement. | | | |
8. | Stock Appreciation Rights. |
| | | | (a) | General. Stock Appreciation Rights may be granted to Eligible Persons in such form and having such terms and conditions as the Committee shall deem appropriate. The provisions of separate Stock Appreciation Rights shall be set forth in separate SAR Agreements, which agreements need not be identical. No dividends or dividend equivalents shall be paid on Stock Appreciation Rights. | | (b) | Term. The term of each Stock Appreciation Right shall be set by the Committee at the time of grant; provided, however, that no Stock Appreciation Right granted hereunder shall be exercisable after, and each Stock Appreciation Right shall expire, ten (10) years from the date it was granted. | | (c) | Base Price. The base price per share of Stock for each Stock Appreciation Right shall be set by the Committee at the time of grant and shall not be less than the Fair Market Value on the date of grant. Notwithstanding the foregoing, in the case of a Stock Appreciation Right that is a Substitute Award, the base price per share of Stock for such Stock Appreciation Right may be less than the Fair Market Value on the date of grant; provided, that such base price is determined in a manner consistent with the provisions of Section 409A of the Code. | | (d) | Vesting. Stock Appreciation Rights shall vest and become exercisable in such manner, on such date or dates, or upon the achievement of performance or other conditions, in each case as may be determined by the Committee and set forth in a SAR Agreement; provided, however, that notwithstanding any such vesting dates, the Committee may in its sole discretion accelerate the vesting of any Stock Appreciation Right at any time and for any reason. Unless otherwise specifically determined by the Committee, the vesting of a Stock Appreciation Right shall occur only while the Participant is employed by or rendering services to the Service Recipient, and all vesting shall cease upon a Participant’s Termination for any reason. To the extent permitted by applicable law and unless otherwise determined by the Committee, vesting shall be suspended during the period of any approved unpaid leave of absence by a Participant following which the Participant has a right to reinstatement and shall resume upon such Participant’s return to active employment. If a Stock Appreciation Right is exercisable in installments, such installments or portions thereof that become exercisable shall remain exercisable until the Stock Appreciation Right expires, is canceled or otherwise terminates. |
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| (e) | Payment upon Exercise. Payment upon exercise of a Stock Appreciation Right may be made in cash, Stock, or property as specified in the SAR Agreement or determined by the Committee, in each case having a value in respect of each share of Stock underlying the portion of the Stock Appreciation Right so exercised, equal to the difference between the base price of such Stock Appreciation Right and the Fair Market Value of one (1) share of Stock on the exercise date. For purposes of clarity, each share of Stock to be issued in settlement of a Stock Appreciation Right is deemed to have a value equal to the Fair Market Value of one (1) share of Stock on the exercise date. In no event shall fractional shares be issuable upon the exercise of a Stock Appreciation Right, and in the event that fractional shares would otherwise be issuable, the number of shares issuable will be rounded down to the next lower whole number of shares, and the Participant will be entitled to receive a cash payment equal to the value of such fractional share. | | (f) | Termination of Employment or Service. Except as provided by the Committee in a SAR Agreement, Participant Agreement or otherwise: | | | |
| (1) | In the event of a Participant’s Termination prior to the applicable Expiration Date for any reason other than (i) by the Service Recipient for Cause, or (ii) by reason of the Participant’s death or Disability, (A) all vesting with respect to such Participant’s Stock Appreciation Rights outstanding shall cease, (B) all of such Participant’s unvested Stock Appreciation Rights outstanding shall terminate and be forfeited for no consideration as of the date of such Termination, and (C) all of such Participant’s vested Stock Appreciation Rights outstanding shall terminate and be forfeited for no consideration on the earlier of (x) the applicable Expiration Date and (y) the date that is ninety (90) days after the date of such Termination. | | (2) | In the event of a Participant’s Termination prior to the applicable Expiration Date by reason of such Participant’s death or Disability, (i) all vesting with respect to such Participant’s Stock Appreciation Rights outstanding shall cease, (ii) all of such Participant’s unvested Stock Appreciation Rights outstanding shall terminate and be forfeited for no consideration as of the date of such Termination, and (iii) all of such Participant’s vested Stock Appreciation Rights outstanding shall terminate and be forfeited for no consideration on the earlier of (x) the applicable Expiration Date and (y) the date that is twelve (12) months after the date of such Termination. In the event of a Participant’s death, such Participant’s Stock Appreciation Rights shall remain exercisable by the Person or Persons to whom such Participant’s rights under the Stock Appreciation Rights pass by will or by the applicable laws of descent and distribution until the applicable Expiration Date, but only to the extent that the Stock Appreciation Rights were vested at the time of such Termination. | | (3) | In the event of a Participant’s Termination prior to the applicable Expiration Date by the Service Recipient for Cause, all of such Participant’s Stock Appreciation Rights outstanding (whether or not vested) shall immediately terminate and be forfeited for no consideration as of the date of such Termination. | | | |
| | | | (a) | General. Performance Awards may be granted to Eligible Persons in such form and having such terms and conditions as the Committee shall deem appropriate. The provisions of separate Performance Awards, including the determination of the Committee with respect to the form of payout of Performance Awards, shall be set forth in separate Performance Award Agreements, which agreements need not be identical. Unless otherwise set forth in an Award Agreement evidencing a Participant’s Performance Award, (i) cash dividends, bonus issue and stock dividends, if any, with respect to the Performance Shares shall be withheld by the Company for the Participant’s account, and shall be subject to forfeiture to the same degree as the Performance Shares to which such dividends relate and (ii) a Participant shall not be entitled to dividends, if any, or dividend equivalents with respect to Performance Units that are not earned and vested. Except as otherwise determined by the Committee, no interest will accrue or be paid on the amount of any cash dividends withheld. | | (b) | Value of Performance Awards. Each Performance Unit shall have an initial value that is established by the Committee at the time of grant. Each Performance Share shall have an initial value equal to the Fair Market Value of the Stock on the date of grant. Each Performance Award Agreement in respect of any Performance Cash Award shall specify the dollar amount payable under the Performance Cash Award. In addition to any other non-performance terms included in the Performance Award Agreement, the Committee shall set the applicable Performance Objectives in its discretion, which objectives, depending on the extent to which they are met, will determine the value and number of Performance Units or Performance Shares, or the value of a Performance Cash Award, as the case may be, that will be paid out to the Participant. |
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| (c) | Earning of Performance Awards. Upon the expiration of the applicable Performance Period or other non-performance-based vesting period, if longer, the holder of a Performance Award shall be entitled to receive the following payouts: (1) if the holder holds Performance Units or Performance Shares, payout on the value and number of the applicable Performance Units or Performance Shares earned by the Participant over the Performance Period, or (2) if the holder holds a Performance Cash Award, payout on the value of the Performance Cash Award earned by the Participant over the Performance Period, in any case, to be determined as a function of the extent to which the corresponding Performance Objectives have been achieved and any other non-performance-based terms met. The Committee may specify a target, threshold or maximum amount payable and may set a formula for determining the amount of Performance Awards earned if performance is at or above the threshold level but falls short of the maximum achievement of the specified Performance Objectives. | | (d) | Form and Timing of Payment of Performance Awards. Payment of earned Performance Awards shall be as determined by the Committee and as evidenced in the Performance Award Agreement. Subject to the terms of the Plan, the Committee, in its sole discretion, may pay earned Performance Units and Performance Shares in the form of cash, Stock, or other Awards (or in any combination thereof) equal to the value of the earned Performance Units or Performance Shares, as the case may be, at the close of the applicable Performance Period, or as soon as practicable after the end of the Performance Period. Unless otherwise determined by the Committee, earned Performance Cash Awards shall be paid in cash. Any cash, Stock, or other Awards issued in connection with a Performance Award may be issued subject to any restrictions deemed appropriate by the Committee. | | (e) | Termination of Employment or Service. Except as provided by the Committee in a Performance Award Agreement, Participant Agreement or otherwise, if, prior to the end of an applicable Performance Period, a Participant undergoes a Termination for any reason, all of such Participant’s Performance Awards shall be forfeited by the Participant to the Company for no consideration. | | (f) | Performance Objectives. | | | |
| (1) | Each Performance Award shall specify the Performance Objectives that must be achieved before such Performance Award shall become earned. The Company may also specify a minimum acceptable level of achievement below which no payment will be made and may set forth a formula for determining the amount of any payment to be made if performance is at or above such minimum acceptable level but falls short of the maximum achievement of the specified Performance Objectives. | | (2) | With respect to Performance Awards, Performance Objectives shall be limited to specified levels of or increases in one or more of the following business criteria (alone or in combination with any other criterion, whether gross or net, before or after taxes, and/or before or after other adjustments, as determined by the Committee): (i) earnings, including net earnings, total earnings, operating earnings, earnings growth, operating income, earnings before or after taxes, earnings before or after interest, depreciation, amortization, or extraordinary or special items, book value per share (which may exclude nonrecurring items), tangible book value or growth in tangible book value per share; (ii) pre-tax income or after-tax income; (iii) earnings per share (basic or diluted); (iv) operating profit; (v) revenue, revenue growth, or rate of revenue growth; (vi) return on assets (gross or net), return on investment, return on capital, return on equity, financial return ratios, or internal rates of return; (vii) returns on sales or revenues; (viii) operating expenses; (ix) stock price appreciation; (x) cash flow (including, but not limited to, operating cash flow and free cash flow), cash flow return on investment (discounted or otherwise), net cash provided by operations or cash flow in excess of cost of capital, working capital turnover; (xi) implementation or completion of critical projects or processes; (xii) economic value created; (xiii) balance sheet measurements; (xiv) cumulative earnings per share growth; (xv) operating margin, profit margin, or gross margin; (xvi) stock price or total shareholder return; (xvii) cost or expense targets, reductions and savings, productivity and efficiencies; (xviii) sales or sales growth; (xix) strategic business criteria, consisting of one or more objectives based on meeting specified market penetration, market share, geographic business expansion, customer satisfaction, employee satisfaction, human resources management, supervision of litigation, information technology, and goals relating to acquisitions, divestitures, joint ventures, and similar transactions, and budget comparisons; (xx) personal professional objectives, including any of the foregoing performance goals, the implementation of policies and plans, the negotiation of transactions, |
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| | the development of long-term business goals, the formation of joint ventures, research or development collaborations, and the completion of other corporate transactions; (xxi) billings, billings growth, or rate of billings growth; (xxii) underwriting income or profit; (xxiii) loss ratio or combined ratio; and (xxiv) other measures of performance selected by the Committee. Performance Objectives may be established on a Company-wide basis, project or geographical basis or, as the context permits, with respect to one or more business units, divisions, lines of business or business segments, subsidiaries, products, or other operational units or administrative departments of the Company (or in combination thereof) or may be related to the performance of an individual Participantunamortized VOBA and may be expressed in absolute terms, or relative or comparative to (A) current internal targets or budgets, (B) the past performance of the Company (including the performance of one or more subsidiaries, divisions, or operating units), (C) the performance of one or more similarly situated companies, (D) the performance of an index covering multiple companies, or (E) other external measures of the selected performance criteria. Performance Objectives may be in either absolute terms or relative to the performance of one or more comparable companies or an index covering multiple companies. | | (3) | The business criteria mentioned above (i) may be combined with cost of capital, assets, invested capital and shareholders’ equity to form an appropriate measure of performance and (ii) shall have any reasonable definitions that the Committee may specify. Unless specified otherwise by the Committee (i) in the Performance Award Agreement at the time the Performance Award is granted or (ii) in such other document setting forth the Performance Objectives at the time the Performance Objectives are established, the Committee, in its sole discretion, will appropriately make adjustments in the method of calculating the attainment of Performance Objectives for a Performance Period to provide for objectively determinable adjustments, modifications or amendments, as determined in accordance with Generally Accepted Accounting Principles (“GAAP”), to any of the business criteria described above for one or more of the following items of gain, loss, profit or expense: (A) determined to be extraordinary, unusual or non-recurring in nature; (B) related to changes in accounting principles under GAAP or tax laws (including, without limitation, any adjustments that would result in the Company paying non-deductible compensation to a Participant); (C) related to currency fluctuations; (D) related to financing activities (e.g., effect on earnings per share of issuing convertible debt securities); (E) related to restructuring, divestitures, productivity initiatives or new business initiatives; (F) related to discontinued operations that do not qualify as a segment of business under GAAP; (G) attributable to the business operations of any entity acquired by the Company during the fiscal year; (H) non-operating items; and (I) acquisition or divestiture expenses. | | | |
| (g) | Negative Discretion. Notwithstanding satisfaction of any completion of any Performance Objectives, the number of shares of Stock, cash or other benefits granted, issued, retainable and/or vested under a Performance Award on account of satisfaction of such Performance Objectives may be reduced by the Committee on the basis of such further considerations as the Committee, in its sole discretion, will determine. | | | |
10. | Other Stock-Based Awards. |
The Committee is authorized, subject to limitations under applicable law, to grant to Participants such other Awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based upon or related to Stock, as deemed by the Committee to be consistent with the purposes of the Plan. The Committee may also grant Stock as a bonus (whether or not subject to any vesting requirements or other restrictions on transfer), and may grant other Awards in lieu of obligations of the Company or an Affiliate to pay cash or deliver other property under the Plan or under other plans or compensatory arrangements, subject to such terms as shall be determined by the Committee. The terms and conditions applicable to such Awards shall be determined by the Committee and evidenced by Award Agreements, which agreements need not be identical.
11. | Adjustment for Recapitalization, Merger, etc. |
| | | | (a) | Capitalization Adjustments. The aggregate number of shares of Stock that may be delivered in connection with Awards (as set forth in Section 4 hereof), the numerical share limits in Section 4 hereof, the number of shares of Stock covered by each outstanding Award,costs, and the price per share of Stock underlying each such Award shall be equitably and proportionally adjusted or substituted, as determined by the Committee, |
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| | in its sole discretion, asfair value adjustments to the number, price, or kind of a share of Stock or other consideration subject to such Awards (1) in the event of changes in the outstanding Stock or in the capital structure of the Company by reason of stock dividends, bonus issue, extraordinary cash dividends, stock splits, reverse stock splits, recapitalizations, reorganizations, mergers, amalgamations, consolidations, combinations, exchanges, or other relevant changes in capitalization occurring after the date of grant of any such Award (including any Corporate Event); (2) in connection with any extraordinary dividend declared and paid in respect of shares of Stock, whether payable in the form of cash, stock, or any other form of consideration; or (3) in the event of any change in applicable laws or circumstances that results in or could result in, in either case, as determined by the Committee in its sole discretion, any substantial dilution or enlargement of the rights intended to be granted to, or available for, Participants in the Plan. | | (b) | Corporate Events. Notwithstanding the foregoing, except as provided by the Committee in an Award Agreement, Participant Agreement or otherwise, in connection with (i) a merger, amalgamation, or consolidation involving the Company in which the Company is not the surviving corporation, (ii) a merger, amalgamation, or consolidation involving the Company in which the Company is the surviving corporation but the holders of shares of Stock receive securities of another corporation or other property or cash, (iii) a Change in Control, or (iv) the reorganization, dissolution or liquidation of the Company (each, a “Corporate Event”), the Committee may provide for any one or more of the following: | | | |
| (1) | The assumption or substitution of any or all Awards in connection with such Corporate Event, in which case the Awards shall be subject to the adjustment set forth in subsection (a) above, and to the extent that such Awards are Performance Awards or other Awards that vest subject to the achievement of Performance Objectives or similar performance criteria, such Performance Objectives or similar performance criteria shall be adjusted appropriately to reflect the Corporate Event; | | (2) | The acceleration of vesting of any or all Awards not assumed or substituted in connection with such Corporate Event, subject to the consummation of such Corporate Event; provided that any Performance Awards or other Awards that vest subject to the achievement of Performance Objectives or similar performance criteria will be deemed earned (i) based on actual performance through the date of the Corporate Event, or (ii)reserves at the target level (or if no target is specified, the maximum level), in the event actual performance cannot be measured through the date of the Corporate Event, in each case, with respect to all unexpired Performance Periods or Performance Periods for which satisfaction of the Performance Objectives or other material termsDecember 31, 2023 for the applicable Performance Period has not been certified by the Committee prior to the dateacquisitions of the Corporate Event; | | (3) | The cancellation of any or all Awards not assumed or substituted in connection with such Corporate Event (whether vested or unvested) as of the consummation of such Corporate Event, together with the payment to the Participants holding vested Awards (including any Awards that would vest upon the Corporate Event but for such cancellation) so canceled of an amount in respect of cancellation equal to the amount payable pursuant to any Performance Cash Award or, with respect to other Awards, an amount based upon the per-share consideration being paid for the Stock in connection with such Corporate Event, less, in the case of Options, Stock Appreciation Rights,Validus $374.4 million (2022 - $Nil), TMR $62.2 million (2022 - $73.4 million) and other Awards subject to exercise, the applicable exercise or base price; provided, however, that holders of Options, Stock Appreciation Rights, and other Awards subject to exercise shall be entitled to consideration in respect of cancellation of such Awards only if the per-share consideration less the applicable exercise or base price is greater than zero dollars (US$0), and to the extent that the per-share consideration is less than or equal to the applicable exercise or base price, such Awards shall be canceled for no consideration; | | (4) | The cancellation of any or all Options, Stock Appreciation Rights and other Awards subject to exercise not assumed or substituted in connection with such Corporate Event (whether vested or unvested) as of the consummation of such Corporate Event; provided that all Options, Stock Appreciation Rights and other Awards to be so canceled pursuant to this paragraph (4) shall first become exercisable for a period of at least ten (10) days prior to such Corporate Event, with any exercise during such period of any unvested Options, Stock Appreciation Rights or other Awards to be (A) contingent upon and subject to the occurrence of the Corporate Event, and (B) effectuated by such means as are approved by the Committee; andPlatinum $(0.8) million (2022 - $(1.0) million). |
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| (5) | The replacement of any or all Awards (other than Awards that are intended to qualify as “stock rights” that do not provide for a “deferral of compensation” within the meaning of Section 409A of the Code) with a cash incentive program that preserves the value of the Awards so replaced (determined as of the consummation of the Corporate Event), with subsequent payment of cash incentives subject to the same vesting conditions as applicable to the Awards so replaced and payment to be made within thirty (30) days of the applicable vesting date. |
Payments to holders pursuant to paragraph (3) above shall be made in cash or, in the sole discretion of the Committee, and to the extent applicable, in the form of such other consideration necessary for a Participant to receive property, cash, or securities (or a combination thereof) as such Participant would have been entitled to receive upon the occurrence of the transaction if the Participant had been, immediately prior to such transaction, the holder of the number of shares of Stock covered by the Award at such time (less any applicable exercise or base price). In addition, in connection with any Corporate Event, prior to any payment or adjustment contemplated under this subsection (b), the Committee may require a Participant to (A) represent and warrant as to the unencumbered title to his or her Awards, (B) bear such Participant’s pro-rata share of any post-closing indemnity obligations, and be subject to the same post-closing purchase price adjustments, escrow terms, offset rights, holdback terms, and similar conditions as the other holders of Stock, and (C) deliver customary transfer documentation as reasonably determined by the Committee. The Committee need not take the same action or actions with respect to all Awards or portions thereof or with respect to all Participants. The Committee may take different actions with respect to the vested and unvested portions of an Award.
| (c) | Fractional Shares. Any adjustment provided under this Section 11 may, in the Committee’s discretion, provide for the elimination of any fractional share that might otherwise become subject to an Award. No cash settlements shall be made with respect to fractional shares so eliminated. | | (d) | Double-Trigger Vesting. Notwithstanding any other provisions of the Plan, an Award Agreement or Participant Agreement to the contrary, with respect to any Award that is assumed or substituted in connection with a Change in Control, the vesting, payment, purchase or distribution of such Award may not be accelerated by reason of the Change in Control for any Participant unless the Participant experiences an involuntary Termination as a result of the Change in Control. Unless otherwise provided for in an Award Agreement or Participant Agreement, any Award held by a Participant who experiences an involuntary Termination as a result of a Change in Control shall immediately vest as of the date of such Termination. For purposes of this Section 11(d), a Participant will be deemed to experience an involuntary Termination as a result of a Change in Control if the Participant experiences a Termination by the Service Recipient other than for Cause or by the Participant for Good Reason, or otherwise experiences a Termination under circumstances which entitle the Participant to mandatory severance payment(s) pursuant to applicable law or, in the case of a non-employee director of the Company, if the non-employee director’s service on the Board terminates in connection with or as a result of a Change in Control, in each case, at any time beginning on the date of the Change in Control up to and including the second (2nd) anniversary of the Change in Control. | | | |
The proceeds received from the sale of Stock pursuant to the Plan shall be used for general corporate purposes.
13. | Rights and Privileges as a Shareholder. |
Except as otherwise specifically provided in the Plan, no Person shall be entitled to the rights and privileges of Stock ownership in respect of shares of Stock that are subject to Awards hereunder until such shares have been issued to that Person.
14. | Transferability of Awards. |
Awards may not be sold, transferred, charged, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the applicable laws of descent and distribution, and to the extent subject to exercise, Awards may not be exercised during the lifetime of the grantee other than by the grantee. Notwithstanding the foregoing, except with respect to Incentive Stock Options, Awards and a Participant’s rights under the Plan shall be transferable for no value to the extent provided in an Award Agreement or otherwise determined at any time by the Committee.
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15. | Employment or Service Rights. |
No individual shall have any claim or right to be granted an Award under the Plan or, having been selected for the grant of an Award, to be selected for the grant of any other Award. Neither the Plan nor any action taken hereunder shall be construed as giving any individual any right to be retained in the employ or service of the Company or an Affiliate of the Company.
The obligation of the Company to deliver Stock upon issuance, vesting, exercise, or settlement of any Award shall be subject to all applicable laws, rules, and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of any Award to the contrary, the Company shall be under no obligation to offer to sell or to sell, and shall be prohibited from offering to sell or selling, any shares of Stock pursuant to an Award unless such shares have been properly registered for sale with the U.S. Securities and Exchange Commission pursuant to the Securities Act (or with a similar non-U.S. regulatory agency pursuant to a similar law or regulation) or unless the Company has received an opinion of counsel, satisfactory to the Company, that such shares may be offered or sold without such registration pursuant to an available exemption therefrom and the terms and conditions of such exemption have been fully complied with. The Company shall be under no obligation to register for sale or resale under the Securities Act any of the shares of Stock to be offered or sold under the Plan or any shares of Stock to be issued upon exercise or settlement of Awards. If the shares of Stock offered for sale or sold under the Plan are offered or sold pursuant to an exemption from registration under the Securities Act, the Company may restrict the transfer of such shares and may legend the Stock certificates representing such shares in such manner as it deems advisable to ensure the availability of any such exemption.
17. | Withholding Obligations. |
As a condition to the issuance, vesting, exercise, or settlement of any Award (or upon the making of an election under Section 83(b) of the Code), the Committee may require that a Participant satisfy, through deduction or withholding from any payment of any kind otherwise due to the Participant, or through such other arrangements as are satisfactory to the Committee, the minimum amount of all federal, state, and local income and other taxes of any kind required or permitted to be withheld in connection with such issuance, vesting, exercise, or settlement (or election). The Committee, in its discretion, may permit shares of Stock to be used to satisfy tax withholding requirements, and such shares shall be valued at their Fair Market Value as of the issuance, vesting, exercise, or settlement date of the Award, as applicable; provided, however, that the aggregate Fair Market Value of the number of shares of Stock that may be used to satisfy tax withholding requirements may not exceed the minimum statutorily required withholding amount or other applicable withholding rates in the applicable Participant’s jurisdiction with respect to such Award (unless the Committee determines, in its discretion, that a greater number of shares of Stock may be used to satisfy tax withholding requirements without resulting in adverse accounting treatment under Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor pronouncement thereto) and is permitted under applicable withholding rules promulgated by the Internal Revenue Service or another applicable governmental entity).
18. | Amendment of the Plan or Awards. |
| | | | (a) | Amendment of Plan. The Board or the Committee may amend the Plan at any time and from time to time. | | (b) | Amendment of Awards. The Board or the Committee may amend the terms of any one or more Awards or any Award Agreement at any time and from time to time. | | (c) | Shareholder Approval; No Material Impairment. Notwithstanding anything herein to the contrary, no amendment to the Plan or any Award shall be effective without shareholder approval to the extent that such approval is required pursuant to applicable law or the applicable rules of each national securities exchange on which the Stock is listed. Additionally, no amendment to the Plan or any Award shall materially impair a Participant’s rights under any Award unless the Participant consents in writing (it being understood that no action taken by the Board or the Committee that is expressly permitted under the Plan, including, without limitation, any actions described in Section 11 hereof, shall constitute an amendment to the Plan or an Award for such purpose). Notwithstanding the foregoing, subject to the limitations of applicable law, if any, |
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| | and without an affected Participant’s consent, the Board or the Committee may amend the terms of the Plan or any one or more Awards from time to time as necessary to bring such Awards into compliance with applicable law, including, without limitation, Section 409A of the Code. | | (d) | No Repricing of Awards Without Shareholder Approval. Notwithstanding subsection (a) or (b) above, or any other provision of the Plan, the repricing of Awards shall not be permitted without shareholder approval. For this purpose, a “repricing” means any of the following (or any other action that has the same effect as any of the following): (1) changing the terms of an Award to lower its exercise or base price (other than on account of capital adjustments resulting from share splits, etc., as described in Section 11(a) hereof), (2) any other action that is treated as a repricing under GAAP, and (3) repurchasing for cash or canceling an Award in exchange for another Award at a time when its exercise or base price is greater than the Fair Market Value of the underlying Stock, unless the cancellation and exchange occurs in connection with an event set forth in Section 11(b) hereof. | | | |
19. | Termination or Suspension of the Plan. |
The Board or the Committee may suspend or terminate the Plan at any time. Unless sooner terminated, the Plan shall terminate on the day before the tenth (10th) anniversary of the date the shareholders of the Company approve this amendment and restatement of the Plan. No Awards may be granted under the Plan while the Plan is suspended or after it is terminated; provided, however, that following any suspension or termination of the Plan, the Plan shall remain in effect for the purpose of governing all Awards then outstanding hereunder until such time as all Awards under the Plan have been terminated, forfeited, reacquired, or otherwise canceled, or earned, exercised, settled, or otherwise paid out, in accordance with their terms.
20. | Effective Date of the Plan. |
The Plan is effective as of the Effective Date, subject to shareholder approval.
| | | | (a) | Certificates. Stock acquired pursuant to Awards granted under the Plan may be evidenced in such a manner as the Committee shall determine. If certificates representing Stock are issued in the name of the Participant, the Committee may require that (1) such certificates bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Stock, (2) the Company retain physical possession of the certificates, and (3) the Participant deliver a duly executed but undated share transfer form to the Company relating to the Stock. Notwithstanding the foregoing, the Committee may determine, in its sole discretion, that the Stock shall be held in book-entry form rather than delivered to the Participant pending the release of any applicable restrictions. | | (b) | Other Benefits. No Award granted or paid out under the Plan shall be deemed compensation for purposes of computing benefits under any retirement plan of the Company or its Affiliates nor affect any benefits under any other benefit plan now or subsequently in effect under which the availability or amount of benefits is related to the level of compensation. | | (c) | Corporate Action Constituting Grant of Awards. Corporate action constituting a grant by the Company of an Award to any Participant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Committee, regardless of when the instrument, certificate, or letter evidencing the Award is communicated to, or actually received or accepted by, the Participant. In the event that the corporate records (e.g., Committee consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms (e.g., exercise price, vesting schedule or number of shares of Stock) that are inconsistent with those in the Award Agreement as a result of a clerical error in connection with the preparation of the Award Agreement, the corporate records will control and the Participant will have no legally binding right to the incorrect term in the Award Agreement. | | (d) | Clawback/Recoupment Policy. Notwithstanding anything contained herein to the contrary, all Awards granted under the Plan shall be and remain subject to any incentive compensation clawback or recoupment policy currently in effect or as may be adopted by the Board (or a committee or subcommittee of the Board) and, in each case, as may be amended from time to time. No such policy adoption or amendment shall in any event require the prior consent of any Participant. No recovery of compensation under such a clawback |
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| | policy will be an event giving rise to a right to resign for “good reason” or “constructive termination” (or similar term) under any agreement with the Company or any of its Affiliates. In the event that an Award is subject to more than one such policy, the policy with the most restrictive clawback or recoupment provisions shall govern such Award, subject to applicable law. | | (e) | Non-Exempt Employees. If an Option is granted to an employee of the Company or any of its Affiliates in the United States who is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938, as amended, the Option will not be first exercisable for any shares of Stock until at least six (6) months following the date of grant of the Option (although the Option may vest prior to such date). Consistent with the provisions of the Worker Economic Opportunity Act, (1) if such employee dies or suffers a Disability, (2) upon a Corporate Event in which such Option is not assumed, continued, or substituted, (3) upon a Change in Control, or (4) upon the Participant’s retirement (as such term may be defined in the applicable Award Agreement or a Participant Agreement, or, if no such definition exists, in accordance with the Company’s then current employment policies and guidelines), the vested portion of any Options held by such employee may be exercised earlier than six (6) months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non-exempt employee in connection with the exercise or vesting of an Option will be exempt from his or her regular rate of pay. To the extent permitted and/or required for compliance with the Worker Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection with the exercise, vesting or issuance of any shares under any other Award will be exempt from such employee’s regular rate of pay, the provisions of this Section 21(e) will apply to all Awards. | | (f) | Data Privacy. As a condition of receipt of any Award, each Participant explicitly and unambiguously consents to the collection, use, and transfer, in electronic or other form, of personal data as described in this Section 21(f) by and among, as applicable, the Company and its Affiliates for the exclusive purpose of implementing, administering, and managing the Plan and Awards and the Participant’s participation in the Plan. In furtherance of such implementation, administration, and management, the Company and its Affiliates may hold certain personal information about a Participant, including, but not limited to, the Participant’s name, home address, telephone number, date of birth, social security or insurance number or other identification number, salary, nationality, job title(s), information regarding any securities of the Company or any of its Affiliates, and details of all Awards (the “Data”). In addition to transferring the Data amongst themselves as necessary for the purpose of implementation, administration, and management of the Plan and Awards and the Participant’s participation in the Plan, the Company and its Affiliates may each transfer the Data to any third parties assisting the Company in the implementation, administration, and management of the Plan and Awards and the Participant’s participation in the Plan. Recipients of the Data may be located in the Participant’s country or elsewhere, and the Participant’s country and any given recipient’s country may have different data privacy laws and protections. By accepting an Award, each Participant authorizes such recipients to receive, possess, use, retain, and transfer the Data, in electronic or other form, for the purposes of assisting the Company in the implementation, administration, and management of the Plan and Awards and the Participant’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom the Company or the Participant may elect to deposit any shares of Stock. The Data related to a Participant will be held only as long as is necessary to implement, administer, and manage the Plan and Awards and the Participant’s participation in the Plan. A Participant may, at any time, view the Data held by the Company with respect to such Participant, request additional information about the storage and processing of the Data with respect to such Participant, recommend any necessary corrections to the Data with respect to the Participant, or refuse or withdraw the consents herein in writing, in any case without cost, by contacting his or her local human resources representative. The Company may cancel the Participant’s eligibility to participate in the Plan, and in the Committee’s discretion, the Participant may forfeit any outstanding Awards if the Participant refuses or withdraws the consents described herein. For more information on the consequences of refusal to consent or withdrawal of consent, Participants may contact their local human resources representative. | | (g) | Participants Outside of the United States. The Committee may modify the terms of any Award under the Plan made to or held by a Participant who is then a resident, or is primarily employed or providing services, outside of the United States in any manner deemed by the Committee to be necessary or appropriate in order that such Award shall conform to laws, regulations, and customs of the country in which the Participant is then a resident or primarily employed or providing services, or so that the value and other benefits of the |
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| | Award to the Participant, as affected by non-U.S. tax laws and other restrictions applicable as a result of the Participant’s residence, employment, or providing services abroad, shall be comparable to the value of such Award to a Participant who is a resident, or is primarily employed or providing services, in the United States. An Award may be modified under this Section 21(g) in a manner that is inconsistent with the express terms of the Plan, so long as such modifications will not contravene any applicable law or regulation or result in actual liability under Section 16(b) of the Exchange Act for the Participant whose Award is modified. Additionally, the Committee may adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the Plan by Eligible Persons who are non-U.S. nationals or are primarily employed or providing services outside the United States. | | (h) | Change in Time Commitment. In the event a Participant’s regular level of time commitment in the performance of his or her services for the Company or any of its Affiliates is reduced (for example, and without limitation, if the Participant is an employee of the Company and the employee has a change in status from a full-time employee to a part-time employee) after the date of grant of any Award to the Participant, the Committee has the right in its sole discretion to (i) make a corresponding reduction in the number of shares of Stock subject to any portion of such Award that is scheduled to vest or become payable after the date of such change in time commitment, and (ii) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the event of any such reduction, the Participant will have no right with respect to any portion of the Award that is so reduced or extended. | | (i) | No Liability of Committee Members. Neither any member of the Committee nor any of the Committee’s permitted delegates shall be liable personally by reason of any contract or other instrument executed by such member or on his or her behalf in his or her capacity as a member of the Committee or for any mistake of judgment made in good faith, and the Company shall indemnify and hold harmless each member of the Committee and each other employee, officer, or director of the Company to whom any duty or power relating to the administration or interpretation of the Plan may be allocated or delegated, against all costs and expenses (including counsel fees) and liabilities (including sums paid in settlement of a claim) arising out of any act or omission to act in connection with the Plan, unless arising out of such Person’s own fraud, dishonesty or willful misconduct; provided, however, that approval of the Board shall be required for the payment of any amount in settlement of a claim against any such Person. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such Persons may be entitled under the Company’s memorandum of association or bye-laws, each as may be amended from time to time, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless. | | (j) | Payments Following Accidents or Illness. If the Committee shall find that any Person to whom any amount is payable under the Plan is unable to care for his or her affairs because of illness or accident, or is a minor, or has died, then any payment due to such Person or his or her estate (unless a prior claim therefor has been made by a duly appointed legal representative) may, if the Committee so directs the Company, be paid to his or her spouse, child, relative, an institution maintaining or having custody of such Person, or any other Person deemed by the Committee to be a proper recipient on behalf of such Person otherwise entitled to payment. Any such payment shall be a complete discharge of the liability of the Committee and the Company therefor. | | (k) | Governing Law. The Plan shall be governed by and construed in accordance with the internal laws of Bermuda without reference to the principles of conflicts of laws thereof. | | (l) | Electronic Delivery. Any reference herein to a “written” agreement or document or “writing” will include any agreement or document delivered electronically or posted on the Company’s intranet (or other shared electronic medium controlled or authorized by the Company to which the Participant has access) to the extent permitted by applicable law. | | (m) | Funding. No provision of the Plan shall require the Company, for the purpose of satisfying any obligations under the Plan, to purchase assets or place any assets in a trust or other entity to which contributions are made or otherwise to segregate any assets, nor shall the Company be required to maintain separate bank accounts, books, records, or other evidence of the existence of a segregated or separately maintained or administered fund for such purposes. Participants shall have no rights under the Plan other than as unsecured general creditors of the Company, except that insofar as they may have become entitled to payment of additional compensation by performance of services, they shall have the same rights as other employees and service providers under general law. |
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| (n) | Reliance on Reports. Each member of the Committee and each member of the Board shall be fully justified in relying, acting, or failing to act, and shall not be liable for having so relied, acted, or failed to act in good faith, upon any report made by the independent public accountant of the Company and its Affiliates and upon any other information furnished in connection with the Plan by any Person or Persons other than such member. | | (o) | Titles and Headings. The titles and headings of the sections in the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control. | | | | * * * |
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98 | RenaissanceRe Holdings Ltd. Renaissance House
12 Crow Lane
Pembroke HM 19
Bermuda
Tel: +1 441 295 4513
renre.com 2024 Proxy Statement
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RENAISSANCERE HOLDINGS LTD.
12 CROW LANE
PEMBROKE HM19, BERMUDA
VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on Sunday, May 15, 2022. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
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Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on Sunday, May 15, 2022. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | | D74485-P66944 | KEEP THIS PORTION FOR YOUR RECORDS | | DETACH AND RETURN THIS PORTION ONLY | THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. |
RENAISSANCERE HOLDINGS LTD.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | The Board of Directors recommends you vote FOR each of the following nominees: | | | | | | | | | | | | | | | | 1. | Election of Directors | | | | | | | | | Nominees: | | For | | Against | | Abstain | | | | | | | | | | | | | 1a. | Shyam Gidumal | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | | 1b. | Henry Klehm III | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | | 1c. | Valerie Rahmani | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | | 1d. | Carol P. Sanders | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | | 1e. | Cynthia Trudell | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Yes | | No | | | | Please indicate if you plan to attend this meeting | | ☐ | | ☐ | | |
The Board of Directors recommends you vote FOR proposals 2, 3 and 4. | | For | | Against | | Abstain | | | | | | | | 2. | To approve, by a non-binding advisory vote, the compensation of the named executive officers of RenaissanceRe Holdings Ltd. as disclosed in the proxy statement. | | ☐ | | ☐ | | ☐ | | | | | | | | | 3. | To approve the First Amended and Restated RenaissanceRe Holdings Ltd. 2016 Long-Term Incentive Plan. | | ☐ | | ☐ | | ☐ | | | | | | | | | 4. | To approve the appointment of PricewaterhouseCoopers Ltd. as the independent registered public accounting firm of RenaissanceRe Holdings Ltd. for the 2022 fiscal year and to refer the determination of the auditor's remuneration to the Board of Directors. | | ☐ | | ☐ | | ☐ | | | | | | | | | NOTE: PLEASE VOTE, DATE AND SIGN THE PROXY BELOW AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. | | | | | | |
Please sign your name or names exactly as it appear(s) hereon. When signing as attorney, executor, administrator, trustee, guardian or corporate executor, please give your full title as such. For joint accounts, all co-owners should sign.
| | Signature [PLEASE SIGN WITHIN BOX] | Date |
| | Signature (Joint Owners) | Date |
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Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting:
The Annual Report and Notice and Proxy Statement are available at www.proxyvote.com.
RENAISSANCERE HOLDINGS LTD.
This Proxy is solicited on behalf of the Board of Directors
of RenaissanceRe Holdings Ltd. in connection with its
Annual General Meeting of Shareholders to be held on May 16, 2022
The undersigned shareholder of RenaissanceRe Holdings Ltd. (the "Company") hereby appoints Robert Qutub, James C. Fraser, Shannon L. Bender and Molly E. Gardner, and each of them, as proxies, each with the power to appoint his or her substitute, and authorizes them to represent and vote as designated in this Proxy, all of the common shares, $1.00 par value per share (the "Common Shares"), of the Company held of record by the undersigned shareholder on March 16, 2022 at the Annual General Meeting of Shareholders of the Company to be held on May 16, 2022, and at any adjournment or postponement thereof (the "Annual Meeting"), with all powers which the undersigned would possess if personally present, with respect to the matters listed on this Proxy. In their discretion, the proxies, and each of them, are authorized to vote such Common Shares upon such other business as may properly come before the Annual Meeting.
THE SUBMISSION OF THIS PROXY, IF PROPERLY EXECUTED, REVOKES ALL PRIOR PROXIES.
IF THIS PROXY IS EXECUTED AND RETURNED BUT NO INDICATION IS MADE AS TO WHAT ACTION IS TO BE TAKEN, IT WILL BE DEEMED TO CONSTITUTE A VOTE IN FAVOR OF EACH OF THE PROPOSALS SET FORTH ON THIS PROXY.
Continued and to be marked, dated and signed on the other side
0000913144 6 2023-01-01 2023-12-31 |