TABLE OF CONTENTS
Table of Contents
2023
Notice of Annual General Meeting
of Shareholders and
Proxy Statement
RenaissanceRe Holdings Ltd.
Table of Contents
OUR
PURPOSE
is to protect communities and enable prosperity.
OUR
VISION
is to be the best underwriter.
OUR
MISSION
is to match desirable risk with efficient capital.
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RenaissanceRe 20232024 Proxy Statement | 1
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Letter To Our Shareholders
Dear Fellow Shareholders,
This
In 2023, we celebrated RenaissanceRe’s 30th anniversary by delivering one of our strongest years, financially and strategically. Management achieved two challenging objectives – leading a step change in property catastrophe reinsurance pricing and accelerating growth in a favorable market through the acquisition of Validus. Throughout this exceptional year, the Board
maintained its robust oversight, provided strategic stewardship and
management together demonstrated our conviction in RenaissanceRe’s strategy and consistent ability to execute on that strategy. While 2022 brought significant catastrophe and mark-to-market losses, it also led to one of the most favorable reinsurance markets in decades, one in which we took a leadership role in resetting the relationship between insurer, reinsurer and capital. During the year, our management team set, and achieved, challenging objectives, while the Board ensured
rigorous oversight, robust corporate governance and shareholder-alignedaligned executive compensation.
We begin 2024 with a larger and more efficient underwriting portfolio, a motivated and deeply talented workforce and longstanding customer relationships and partnerships. In short, we are positioned to deliver enduring shareholder value.
Strong Financial Results and MomentumStrategic Results
Across key measures, 2023 financial performance was excellent. RenaissanceRe reported $2.5 billion of
Three Drivers of Profit2022 was once again an elevated year for catastrophes, with Florida’s Hurricane Ian being particularly notable. Industry catastrophe losses exceeded $130 billion, and resulted in an $808 million net negative impact on net loss attributableincome available to RenaissanceRe common shareholders, in 2022. Rising interest rates during the year contributed to $1.8 billion of net realized and unrealized losses in our investment portfolio, in turn contributingoperating income available to a 21% decline in book value per share and (22)%common shareholders, return on average common equity. In the faceequity of this significant industry and macroeconomic turmoil, we reported an40.5%, operating return on average common equity of 6%29.3%, growth in book value per share plus change in accumulated dividends of 59.3% and growth in tangible book value per common share plus change in accumulated dividends of 47.6%.(1)1. While we aspire to higher operating returns, this is a significant improvement These strong results were driven by meaningful contributions from 2021, despite a similar level of industry catastrophe losses. This outcome was due to improvements in each of ourall Three Drivers of Profit – underwriting, fee and investment income, which are increasingly benefiting our financial results and making them more resilient to volatility. Specifically:
Profit: ●• | Underwriting:Our We delivered $1.6 billion of underwriting income with strong results across both segments. These results are particularly impressive considering industry catastrophe losses approached $120 billion in 2023. We achieved a combined ratio of 53% in the Property segment and a 95% combined ratio in the Casualty and Specialty segment performed well, with a consistent mid-90s combined ratio. Despite a very active year for catastrophes, the Property segment combined ratio improved almost 7 percentage points to a flat result.segment. |
●• | Fees:Our Capital Partners business drove fee income of $237 million, approximately double that of 2022. These results follow successful capital raises to support premium growth and continued to lead the industry instrong underwriting performance. In 2023, Capital Partners raised $1.2 billion of third-party capital, management, raisingwith a total of $1.4 billion in 2022 and an additional $400further $495 million raised effective January 1, 2023. This business generated2024. |
• | Investments: We earned $1.2 billion in net investment income, more than double 2022, driven by a stable stream of management fees of $109 million over 2022, which we expect tosignificant increase in 2023. |
● | Investments: Net Investment income grewinterest rates. With the addition of the Validus portfolio, our total investment portfolio increased to $211 million in$29 billion by the fourth quarter, up 162% while maintaining a similar risk profile.end of the year. |
In the year, we also grew net premiums written by 21% and held the direct expense ratio flat at 5%.
Strategic Performance
Over the past decade, management, with the Board’s support, has focused on building sustainable platforms to support long-term profitable growth. We have scaled and diversifiedValidus Acquisition
The acquisition of Validus accelerated our reinsurance business by adding new products, platforms, capabilities and capital. These actions have diversified our earnings, increased our leverage, and secured usstrategy as a leading competitive position. We took several steps in 2022 to further this journey that we believe will create significant shareholder value. These included launching Fontana, the first rated third-party balance sheet dedicated toglobal reinsurer, bringing attractive property, casualty and specialty risk; successfully managingbooks that were immediately accretive to our capital to take advantagefinancial returns. With Validus, we bolstered the future of opportunities in a highly volatile market;our company through the addition of what we believe was one of the best reinsurance assets, and demonstrating leadership and discipline at the January 1, 2024 renewal resultingwe were successful in retaining our combined portfolio, providing diversified growth into an increased marginattractive market.
In addition to a substantial amount of safetyattractive premium, the Validus acquisition brought us significant new talent. The Validus team has become a valuable part of RenaissanceRe, and we have been impressed by their dedication and knowledge. The industry-leading risk expertise and scale we now bring to the market is differentiating and allows us to solve even bigger risk challenges for our shareholders.customers.
Our People
Our financial and strategic accomplishments were only possible because of the integrated contributions from the RenaissanceRe team. Our culture, and our success, centers on collaboration, empowerment and a strong connection to our purpose - to protect communities and enable prosperity. As a result, in our most recent employee survey we were very pleased to see 87% of our employees reported feeling favorably about their level of engagement with RenaissanceRe.
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(1) | KEY ACHIEVEMENTS IN 2023 | |
|
| Validus
Acquisition and Integration
| | | $2.5 billion
Net Income Available to Common Shareholders
| | | 40.5%
Return on Average Common Equity
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RenaissanceRe’s management team and employees have worked tirelessly to build the premier reinsurance platform to serve customers and reward our shareholders. We
have retained highly successful, skilled talent in our industry, and we believe that
management’s strongat-risk, long-term and performance-based pay is fundamental to incentivizing our management team’s execution of our
strategylong-term strategy. Given our strong financial and strategic execution in
2022 supports long-term shareholder value creation. Consistent2023, and consistent with our
pay for performancepay-for-performance philosophy,
this strong execution, coupled with improved operating results, resulted inour named executive officers received an above target annual incentive bonus this
year. In addition,year, and our performance shares paid out above target for the
20202021 to
20222023 performance period.
In November, the Corporate Governance and
NominationHuman Capital Management Committee (the “Governance and Human Capital Committee”) determined to grant performance recognition awards to those management members that played an instrumental role in the Validus transaction which will incentivize continued value-creation for shareholders over the long-term. The Governance and Human Capital Committee has also written a letter addressed to our shareholders in which they discuss their thoughtful considerations around granting this award and our approach to compensation governance, found on page 43 of
New DirectorIn 2022 we saw the endthis proxy statement.
Our Board
We have been intentional in building not only an exceptional leadership team to
many travel restrictionslead our Company, but also a highly skilled, diverse and
other disruptions relatedindependent Board to
COVID-19. While the Board exercised robust oversight throughout the pandemic,oversee our
directors have welcomed the return to a sense of normalcystrategy and
in-person collaboration.This year, we are pleased to nominate Torsten Jeworrek to stand for election as an independent director at our Annual General Meeting of Shareholders in May 2023. Dr. Jeworrek was a former Member of the Board of Management and CEO Reinsurance of Munich Reinsurance AG. We look forward to the global perspective, and wealth of risk understanding and reinsurance experience that he will bring to the Board.
We believe that thelong-term shareholder value creation. The diverse skills, viewpoints, experience, knowledge and abilities of our directors have helped us successfullybeen invaluable as RenaissanceRe has diversified and expanded globally. During the acquisition of Validus, these skills were instrumental as the Board provided advice and strategic oversight that was complementary to management throughout the transaction. The Board culture is one that encourages substantive, open dialogue among directors and management, and the Board remains focused on providing independent oversight as management continues to execute on our strategy asnext phase of growth.
Sustainability
Since our inception, we have expanded globally. Asremained dedicated to managing and mitigating the impact of climate change on society, recognizing that climate change has a direct impact on the risk that we manage and our business success. This year, we highlighted ongoing progress executing our sustainability strategy through our inaugural Sustainability Report.
Through our own proprietary research, and our active role in industry partnerships such as ClimateWise, the Insurance Development Forum, and the Sustainable Markets Initiative, we leverage our collective expertise in risk understanding and capital management to drive the industry toward a resilient and sustainable future. A key part of this work relates to closing the insurance protection gap, where we focus on industry opportunities to improve catastrophe modelling and risk understanding in disadvantaged areas and thus make insurance more accessible.
Celebrating 30 Years
This year we proudly commemorated RenaissanceRe’s 30th anniversary and celebrated the people and milestones that have contributed to the Company’s success. Over RenaissanceRe’s history, our actions have been guided by our founding vision to be the best underwriter and our mission to match desirable risk with efficient capital. This has driven us to evolve and build the scale and capabilities necessary to broadly serve the needs of our customers.
RenaissanceRe would not be the global, diversified company it is today without the hard work and talent of all our employees, leadership from management, guidance from the Board,
evolves, we continue to look for ways to build on these perspectives and
experiences.In closing, we continuedthe long-standing support of our consistent track record of strong execution in 2022. All three drivers of profit improved during the year,customers, partners and we anticipate significant continued improvement in 2023.
investors.
Thank you for
investingyour support and investment in
RenaissanceRe.RenaissanceRe for over 30 years! 2023 was an excellent year. We
are immensely proud of the way the entire RenaissanceRe team came together to deliver value for you, our shareholders, and we will continue to work hard on your
behalf to maximize shareholder value.behalf.
Sincerely,
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Non-Executive Chair of the
Board of Directors | | |
|
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President and
Chief Executive Officer |
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Increased Contributions | 59.3%
Change in Book Value per Common Share plus Change in Accumulated Dividends
| | Consistent Commitment | $8.9 billion
Gross Premiums Written
| | | Strong
PerformanceIncreased
Scalability Across Three Drivers of Profit
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from diversified earnings streams | | | to our strategy as a global reinsurer | | | of our global platform |
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| | Date and Time
Tuesday,Monday, May 9, 202313, 2024
8:30 a.m. Atlantic Time |
| | |
| Location
| Location
Renaissance House
12 Crow Lane
Pembroke HM 19
Bermuda |
| | |
| | Who Can Vote
Owners of our common
shares as of March 9, 202312,
2024 are entitled to vote on
all matters |
| | |
| | |
How to Vote |
| | | Telephone
In the United States or
Canada you can vote
your shares by calling
1-800-690-6903
|
| | | Online
You can vote your
shares online at
www.proxyvote.com |
| | | You will need the 16-digit
control number on
the Notice of Internet
Availability or proxy card |
| | | Mail
OnlineYou can vote by mail
by marking, dating and
signing your proxy card
or voting instruction form
and returning it in the
postage-paid envelope
provided |
| | | QR Code
You can vote your shares online at www.proxyvote.com |
| | |
| | You will need the 16-digit control number on the Notice of Internet Availability or proxy card |
| | |
| | Mail
You can vote by mail by marking, dating and signing your proxy card or voting instruction form and returning it in the postage-paid envelope provided
|
| | |
| | QR Code
You can vote your shares online with your tablet or
smartphone by scanning
the QR code |
1. | | | Election of fourthree Class III director
nominees | | | | | “FOR” each director nominee | | | |
2. | | | Advisory vote on the compensation of our named executive officers | | | “FOR” | | “FOR” | | |
3. | Advisory vote on the frequency of the executive compensation advisory vote | | | “ONE YEAR” | | Page 80 |
4. | Approval of the appointment of PricewaterhouseCoopers Ltd. as our independent registered public accounting firm for the 20232024 fiscal year and the referral of the auditor’s remuneration to the Board of Directors | | | “FOR” | | “FOR” | | |
Shareholders will also act on other business that properly comes before the meeting.
We encourage shareholders to vote promptly, as this will save the expense of additional proxy solicitation.
By Order of the Board of Directors,
Corporate Secretary
Important Notice of Internet Availability of
This Notice of Annual General Meeting of Shareholders and related proxy materials are being distributed or made available to shareholders beginning on or about March 23, 2023.26, 2024. This proxy statement includes instructions on how to access these materials (including our proxy statement and 20222023 annual report to shareholders) online.
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The board of directors (the “Board”) of RenaissanceRe Holdings Ltd. (“RenaissanceRe,” the “Company,” “we,” “us,” or “our”) is making this proxy statement and proxy available to you in connection with the solicitation of proxies for our
20232024 Annual General Meeting of Shareholders (the “Annual Meeting”).
This proxy summary highlights information contained elsewhere in this proxy statement. It does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.
| PROPOSAL 1 | | | | | | | | | |
| | | | | | | | |
| Election of FourThree Class III Director Nominees | | | | | | |
| | The Board recommends a vote FOReach director nominee | | | | | | |
| PROPOSAL 2 | | | | | | | | | |
| | | | | | | | |
| | | | |
| PROPOSAL 2 | | |
| | |
| Advisory Vote on the Compensation of Our Named Executive Officers |
| | The Board recommends a vote FORthis proposal | | | | | | |
| PROPOSAL 3 | | | | | | | | | |
| | | | | | | | |
| | | | |
| PROPOSAL 3 | | |
| | |
| Advisory Vote on the Frequency of the Executive Compensation Advisory Vote |
| | The Board recommends a vote for every ONE YEAR for this proposal | See page 80 |
| | | | |
| | | | |
| PROPOSAL 4 | | |
| | |
| Approval of the Appointment of PricewaterhouseCoopers Ltd. asOur Independent Registered Public Accounting Firm for the 20232024 Fiscal Year and the Referral of the Auditor’s Remuneration to the Board of Directors |
| | The Board recommends a vote FORthis proposal | | | | | | See page 81 |
| | | | 84 |
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Strategic, Operational and Financial Highlights RenaissanceRe is a global provider of Contentsreinsurance and insurance that specializes in matching desirable risk with efficient capital. We provide property, casualty and specialty reinsurance and certain insurance solutions to customers, principally through intermediaries. Established in 1993, we have offices in Bermuda, Australia, Canada, Ireland, Singapore, Switzerland, the U.K. and the U.S. We are one of the world’s leading providers of property, casualty and specialty reinsurance solutions.
As we celebrated our 30th anniversary in 2023, we delivered strong strategic, operational and financial returns, and we believe that we have positioned ourselves to create enduring shareholder value moving forward. Our financial performance was outstanding, with exceptional performance across many metrics, and we achieved several strategic milestones, including the completion of the Validus acquisition on November 1, 2023, which was immediately accretive to our shareholders. We believe that the Validus acquisition advances our strategy as a global property and casualty reinsurer, providing additional scale and deeper partnerships 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.
Some of our strategic, operational and financial highlights for 2023 included:
(1)
| Operating income available to common shareholders, operating return on average common equity, and change in tangible book value per common share plus change in accumulated dividends are non-GAAP financial measures. A reconciliation of non-GAAP financial measures is included in “Appendix A.” |
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Our 2023 results demonstrate our strong performance over a long period, through challenging market conditions. Since Mr. O’Donnell was named our Chief Executive Officer in 2013, we have performed well on key financial metrics. He has led the Company to become a diversified reinsurer with an innovative and flexible operating platform. From 2013 to 2023, our total shareholder return grew at a compound annual growth rate (“CAGR”) of 10.4%, and our book value per common share plus accumulated dividends reached $192 in 2023.
(1)
| Total shareholder return is dividend adjusted and measured from January 2, 2013 through December 29, 2023. Source: S&P Capital IQ database. |
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Director Nominees and Continuing Directors
| | | | | | Committee Membership |
| | Name and Primary Occupation | Age | Director Since | AC | CG& HCMC | IRMC | TC | OC |
| | | | | | | | | | |
| Class I Term Will Expire in 2026 | | | | | | | |
| | David C. Bushnell IND Retired Chief Administrative Officer, Citigroup Inc. | 68 | 2008 | | | | | |
| | James L. Gibbons IND Chairman, Harbour International Trust Company Limited | 59 | 2008 | | | | | |
| | Shyam Gidumal IND Former President and Chief Operating Officer, WeWork Inc. | 63 | 2022 | | | | | |
| | Torsten Jeworrek IND Former Member of the Board of Management Munich Reinsurance AG | 61 | Nominee | | | * | | |
| | Class II Term Expires in 2024 | | | | | | | |
| | Brian G. J. Gray IND Former Group Chief Underwriting Officer, Swiss Reinsurance Company Ltd. | 60 | 2013 | | | | | |
| | Duncan P. Hennes IND Co-Founder and Managing Member, Atrevida Partners, LLC | 66 | 2017 | | | | | |
| | Kevin J. O’Donnell President and Chief Executive Officer, RenaissanceRe Holdings Ltd. | 56 | 2013 | | | | | |
| Class III Term Will Expire in 2025 | | | | | | | |
| | Henry Klehm III IND Partner, Jones Day | 64 | 2006 | | | | | |
| | Valerie Rahmani IND Former Chief Executive Officer, Damballa, Inc. | 65 | 2017 | | | | | |
| | Carol P. Sanders IND Former Chief Financial Officer, Sentry Insurance a Mutual Company | 56 | 2016 | | | | | |
| | Cynthia Trudell IND Former Chief Human Resources Officer, PepsiCo, Inc. | 69 | 2019 | | | | | |
IND | Independent | AC | Independent | | | AC | | | Audit Committee |
| Chair | | Chair | | | CG & HCMC | | | Corporate Governance and Human Capital Management Committee |
| Member | IRMC | Member | | | IRMC | | | Investment and Risk Management Committee |
* | Pending Election | TC | | | | TC | | | Transaction Committee |
| | OC | | | | OC | | | Offerings Committee |
* | Following the Annual Meeting, if elected, Mr. Bushnell will step down from the Audit Committee, Mr. Gidumal will be appointed to the Audit Committee, and the Audit Committee will consist of Ms. Sanders (Chair), Mr. Gidumal and Ms. Rahmani; Mr. Gidumal will step down from the Corporate Governance and Human Capital Management Committee (the “Governance and Human Capital Committee”), Mr. Bushnell will be appointed to the Governance and Human Capital Committee, and the Governance and Human Capital Committee will consist of Mr. Klehm (Chair), Mr. Bushnell, and Ms. Trudell; and Dr. Jeworrek (if elected) will be appointed to the Investment and Risk Management Committee, and the Investment and Risk Management Committee will consist of Mr. Gray (Chair), Mr. Hennes and Dr. Jeworrek. |
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Board Snapshot
* | Board Snapshot statistics assume the retirement of Mr. Santomero and election of Dr. Jeworrek. |
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Corporate Governance Highlights
Our Board is comprised almost entirely of independent directors with a wide range of professional experience and has consistently implemented corporate governance best practices to ensure that we serve the long-term interests of our shareholders.
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| •● Fully independent standing committees
•● Executive sessions of solely independent directors
•● Rigorous director evaluation and selection criteria to enhance Board effectiveness and refreshment
•● Refreshment of committee membership and chair rotations in 2023
•Long history of Board gender diversity, with four female directors from 2019 to 2022, and at least one femalegender diverse director since 2005, and four gender diverse directors serving between 2019 and 2022
•● Gender diversity among Board leadership positions, having appointed a gender diverse Audit Committee Chair in 2023
•Commitment to seek new Board candidates who embody all aspects of diversity, including racial, ethnic and gender diversity | |
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| • | ● Board oversight of strategic planning and enterprise-wide risk management, - includesincluding climate change and insurance risk as key financial risks
•● Active shareholder engagement program, including participation of independent directors
•● Robust Code of Ethics and Conduct (“Code of Ethics”) for all directors and employees
•● Board and Committeecommittee oversight of key ESG,sustainability, diversity, equity and inclusion (“DEI”), and corporate social responsibility (“CSR”) initiatives
•● Audit Committee review of ESG-related metricsresponsible for risks related to cybersecurity
•● CEO Chief Executive Officer succession planning and management development pipeline using a DEI lens | |
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| • | ● Majority vote standard for uncontested director elections
•● Meaningful share ownership guidelines for all directors and named executive officers
•● Anti-hedging, anti-pledging, compensation clawback and insider trading policies
•● At-risk pay as a percentage of total annual target compensation is 87% for our Chief Executive Officer and ranges from 70%76% to 81%82% for our other continuing named executive officers
•● Pay-for-performance philosophy guides executive compensation decisions
• Regular assessment of composition of peer groups
• Mix of financial performance metrics and strategic accomplishments goals in compensation plan measure financial success of our business while balancing risk and reward and driving achievement of strategic goals | |
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Executive Compensation Highlights Our executive compensation program is designed to support our long-term strategy and risk management practices, align the interests of Contentsour shareholders and executives, and encourage operational and financial consistency over the market cycles and earnings volatility that are inherent and unique to our industry.
2023 Compensation Snapshot
A significant portion of our annual target executive compensation is at-risk long-term and/or performance-based, with a mix of quantitative and qualitative metrics that we believe aligns the interests of our executives with our shareholders and rewards our Chief Executive Officer (or “CEO”) and other continuing named executive officers (or “NEOs”) for delivering strong performance on our strategic plan without incentivizing excessive risk taking. In November 2023, we granted performance recognition awards to our continuing named executive officers in connection with our acquisition of Validus, and in furtherance of our strategic goals. Those awards are described in more detail in “2023 Performance Recognition Awards” below and are not reflected in the target pay mix as they do not reflect an ongoing element of compensation.
2023 Annual Target Pay Mix
The annual target pay mix for our Chief Executive Officer and each of our other continuing named executive officers for 2023 was:
2023 Annual Target Compensation Components
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Environmental2023 Performance Recognition Awards
Following the successful acquisition of Validus in November 2023, the Governance and Corporate CitizenshipHuman Capital Committee granted performance recognition awards to Mr. O’Donnell and the other continuing named executive officers.
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Pay-for-Performance
The Governance and Human Capital Committee evaluates and sets performance goals designed to be rigorous, with the goals set at the time of grant for all performance-based compensation. The link between pay and performance and the outcomes of our executive compensation program for 2023 are discussed in detail in the “Compensation Discussion and Analysis” section. The graphic below provides supplemental disclosure and should not be viewed as a substitute for the disclosure included in “Pay Versus Performance.”
(1)
| Operating return on average common equity is a non-GAAP financial measure used in our annual incentive bonus program. A reconciliation of non-GAAP financial measures is included in “Appendix A.” |
(2)
| The calculation of these metrics is described in more detail in “2023 Performance Share Metrics” below. |
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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.
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. Henry 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 to maximize the value of acquisition. Regarding the structure of the Chief Executive Officer’s performance recognition award, investors sought clarity on its differentiation from the performance-based incentives granted as part of the annual compensation program, 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 the performance recognition awards in comparison to our annual compensation program, and the Governance and Human Capital Committee’s rationale for the award structure. See “2023 Performance Recognition Awards” in the “Compensation Discussion and Analysis” section for additional disclosure.
Investors also expressed interest in understanding the Board’s rationale and annual review process for its governance practices, including our classified Board structure and Board leadership structure. We have provided additional detail on the Board’s process for reviewing its structure and independent leadership in the section “Board Structure and Engagement.”
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Sustainability Highlights
Our commitment to
ESGsustainability matters has always been a central part of, and integrated with, our corporate strategy at RenaissanceRe and
it remains one of our core
values today.values. Our Board recognizes the importance of investing time and resources
ininto business practices that emphasize
environmental sustainability and good corporate citizenship,
and environmental sustainability, and oversees internal strategies and related activities through regularly scheduled reports by management to the Board and its committees throughout the year.
Our formal ESGsustainability strategy focuses on three core areas where we apply our core business strengths to make a meaningful impact on society — promoting climate resilience, closing the protection gap, and inducing positive societal change:
|
Promoting Climate Resilience
Developing and sharing
our skills and expertise
to help the world better
manage climate risk | | | Closing the
Protection Gap
Partnering to provide
sustainable risk
mitigation solutions for
those who are vulnerable
in society | | | Inducing Positive
Societal Change
Shaping a positive
environment for our
people and communities |
| | | For additional information on our ESGsustainability and Human Capital Managementhuman capital management activities, see our dedicated ESG webpage (www.renre.com/about-us/esg-at-renaissancere),Sustainability Report, which we have posted on our website, as well as our Form 10-K |
| |
| We have aligned aspects of our reporting with Task Force on Climate-Related Disclosures (TCFD), which can be found in our ClimateWise Report10-K.
|
For more than 30 years, we have been a leader in understanding and modeling the impact of climate-related events. We believe that the frequency and severity of natural catastrophes have increased due to human-driven climate change and are focused on preventing and mitigating its impact on society.
| Climate Leadership | | | Responsible Investing | | | |
| •● 25+ years of leadership by our dedicated team of scientists in researching and modeling atmospheric hazards and the economic impact of climate-related risks
•● Leveraging industry-leading climate data and expertise and integrating it holistically into our enterprise-wide risk management process and catastrophe models
•● Long-standing member of ClimateWise, an organization that brings together reinsurers, insurers, brokers and industry service providers to promote a systematic response to climate change across the financial system, with Mr. O’Donnell becoming Chair of the ClimateWise Insurance Advisory Council in 2022 ● Active in promotion of risk mitigation and disaster preparedness
| | | •Responsible Investing● Overall investment portfolio MSCI ESG rating of “A” as of end of 2022
● Elimination of direct investments in companies with (i) an MSCI CCC rating, (ii) more than 10% of revenues from thermal coal mining, or (iii) high carbon intensity (as measured by MSCI)
•● Published Formal Responsible Investing Policy demonstrating ESG integration within investment practices
•● Signatory of the United Nations Principles for Responsible Investment (PRI)● Approximately 70%73% reduction in carbon intensity of our corporate credit and equity portfolios between October 2020 and December 2022
| | | •Environmental Footprint● Dedicated internal Global Green Group responsible for consolidating environmental data and advancing our operational ESGsustainability strategy
•● Tracking and offsetting of our estimated operational carbon emissions ● Founded Plastic Pledge in Bermuda to avoid single-use plastics
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We have a long track record of leadership in applying our risk expertise and leveraging our partnerships to increase the economic resiliency of vulnerable communities. Reinsurance plays an important role in helping communities recover after a natural disaster, and we have made significant commitments to reduce the protection gap and mitigate the impact of natural disasters on populations and economies in the developing world. We have a dedicated global team focused on public sector partnership activities to support our continued work in this space.
| Resiliency and Risk Mitigation Leadership | | | Industry Expertise at Local and Global Levels |
| •● Leveraging our partnerships to increase the economic resiliency of vulnerable communities
•● Formal strategy and dedicated global team for our public sector partnership activities
•● Significant commitments to reduce the protection gap and mitigate the impact of natural disasters
•● Signatory of the UN Principles for Sustainable Insurance
| | | •Industry Expertise at Local and Global Levels● Run award-winning series of Risk Mitigation Leadership Forums, free to stakeholders, to advance natural hazards risk mitigation and awareness
● Long-standing role in the Insurance Development Forum and co-chair of its Risk Modeling Steering Group to increase global risk understanding
•● Active member of the Sustainable Markets Initiative Insurance Task Force to drive progress towards a resilient and sustainable future
•● Founding member of Lloyd’s Disaster Risk Facility to address underinsurance, including an active role in supporting parametric protection gap products | |
| | | | |
Our employees are our most valuable asset, and we are committed to maintaining a culture that supports every one of our employeesthem in their personal and professional journey. We share a passion for solving our customers’ biggest challenges through a collaborative and entrepreneurial culture that empowers employees and rewards creative thinking.
| Our Commitment to Diversity,
| | | Investing in
Our People | | | Supporting Our
Communities |
| •● DEI principles are embedded throughout the organization and employment lifecycle, including recruitment, training, compensation and management succession planning
•● Established cross-functional DEI Executive Council chaired by Chief Portfolio Officer | | | •● DEI training Conducted employee engagement survey in 2023, and discussions through our “Think Global, Act Local” framework● Employee nationality represented by approximately 49 different countries
● 29% of our Operating Committee members are women
| | | leveraging insights to improve employee satisfaction and engagement
•Investing in Our People● Investment in our employees’ professional development and personal growth through skills-based training, technical development and stretch assignments
•● Encouragement of open dialogue with employees and regular “pulse” checks to measure satisfaction and engagement | | | •Supporting Our Communities● Signatory of the UN Global Compact
•● Long-standing dedication to community engagement and charitable giving through employee matching and corporate grants
•● Global CSR strategy with a locally led philosophy so that our employees can impact where they live |
| | | | | | | |
10
16 | RenaissanceRe 20232024 Proxy Statement
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Strategic, Operational and Financial Highlights
While RenaissanceRe’s performance in 2022 was impacted by the catastrophes and market volatility, we had a strong year strategically, operationally and financially. Some of the highlights included:
| STRONG STRATEGIC AND OPERATIONAL PERFORMANCE | |
| |
| | | | | | | | | | | | | | | | |
| | Strong Strategic Plan Performance | | | | Underwriting Accomplishments | | | | Capital Management Accomplishments | | | | Strong Operational Performance | | |
| | ● Consistent commitment to our strategy as a reinsurer
● Increased scale in our Capital Partners business, raising $1.4 billion from third-party investors
● Increased contributions from diversified earnings streams
| | | | ● Grew net premiums written by 21.2% to $7.2 billion
● Underwriting expense ratio of 29.2%
● Launched Fontana, an innovative Casualty & Specialty joint venture
● Successful navigation of pivotal 1/1 renewals
| | | | ● Returned capital to shareholders at attractive multiples
● Well-positioned investment portfolio
● Prudent capital management in volatile environment
● Increased dividend
| | | | ● Increased operational, capital and investment leverage
● Maintained strong financial strength ratings in difficult market
● Solid expense management
| | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | |
| | ● Net Loss Attributable to Common Shareholders of $1.1 billion
● Operating Income Attributable to Common Shareholders of
$315.6 million(1)
| | | | ● Return on Average Common Equity of (22.0)%
● Operating Return on Average Common Equity of 6.3%(1)
| | | | ● Underwriting Income of $149.9 million
● Fee income of $118.7 million
● Net investment income of $559.9 million
| | |
| | | | | | | | | | | | |
(1) | Operating income attributable to common shareholders and operating return on average common equity are non-GAAP financial measures. A reconciliation of non-GAAP financial measures is included in “Appendix A.” |
RenaissanceRe 2023 Proxy Statement | 11
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Executive Compensation Highlights
Our executive compensation program is designed to support our long-term strategy and risk management practices, align the interests of our shareholders and executives, and encourage operational and financial consistency over the market cycles and earnings volatility that are inherent and unique to our industry.
2022 Compensation Snapshot
As shown below, a significant portion of our executive compensation is long-term and/or performance-based, with a mix of quantitative and qualitative metrics that we believe aligns the interests of our executives and shareholders and rewards our Chief Executive Officer (or “CEO”) and other named executive officers (or “NEOs”) for delivering strong performance on our strategic plan without incentivizing excessive risk taking.
CEO | | Other NEOs |
| | |
| | |
*Due to rounding, percentages may not total precisely.
| 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 (weighting):
● 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 (weighting):
● Average change in book value per common share plus change in accumulated dividends (75%)
● Average underwriting expense ratio rank compared to peers (25%)
|
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Pay-for-Performance
The Governance and Human Capital Committee evaluates and sets performance goals designed to be rigorous, with the goals set at the time of grant for all performance-based compensation. The link between pay and performance and the outcomes of our executive compensation program for 2022 are discussed in detail in the “Compensation Discussion and Analysis” section. The graph below provides supplemental disclosure and should not be viewed as a substitute for the “Pay Versus Performance” disclosure included in “Executive Compensation—Pay Versus Performance.”
(1) | Operating return on average common equity is a non-GAAP financial measure used in our annual incentive bonus program. A reconciliation of non-GAAP financial measures is included in “Appendix A.” |
(2) | In accordance with the terms of the award agreements, because industry-wide losses during the 2021 and 2022 performance years were greater than $10 billion, and change in book value per common share plus change in accumulated dividends for each of those performance years was below the set threshold, the book value per common share plus change in accumulated dividends for the performance year was set at the threshold achievement level of 3.5%. Book value per common share plus change in accumulated dividends was 16.0%, (3.5)% and (19.7)% for the fiscal years ended December 31, 2020, 2021 and 2022, respectively. |
(3) | Underwriting expense ratio for the Company’s performance peer group was compiled from S&P Capital IQ. 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 27.9%, 27.5% and 29.2% for the fiscal years ended December 31, 2020, 2021 and 2022, respectively. |
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Our 2022 performance represented a continuation of our achievements over time. Since Mr. O’Donnell was named our Chief Executive Officer in 2013, we have performed strongly on key financial metrics. He has led the Company to become a diversified reinsurer with an innovative and flexible operating platform. Over the past ten years, our gross premiums written grew at a compound annual growth rate (“CAGR”) of 20% and our total shareholder return grew at a CAGR of 9.6%, while our Chief Executive Officer’s total compensation grew at a CAGR of 4%. We believe the graph below illustrates the alignment of Mr. O’Donnell’s pay with our performance during the past ten years. The graph below provides supplemental disclosure and should not be viewed as a substitute for the “Pay Versus Performance” disclosure included in “Executive Compensation—Pay Versus Performance.”
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TABLE OF CONTENTS
| PROPOSAL 1 | |
| PROPOSAL 1 | |
| | |
| Election of FourThree Class III Director Nominees |
| | | |
| The Board unanimously recommends that shareholders vote FORFOR the election of Mr. Bushnell,Gray, Mr. Gibbons,Hennes and Mr. Gidumal and Dr. Jeworrek.
|
| | | O’Donnell. |
Our Amended and Restated Bye-laws (our “Bye-laws”) provide that the number of directors shall be determined by our Board and shall be between eight and eleven members. Currently, that number has been fixed by the Board at eleven. The Board consists of three classes, with directors of one class elected each year for terms extending to the annual general meeting of shareholders held in the third year following their election.
The terms of our Class
III directors will expire at the Annual Meeting.
Mr. Santomero, who is currently a Class I director, will retire from the Board at the end of his current term. The Board, upon the recommendation of the Governance and Human Capital Committee, has nominated
David C. Bushnell, James L. Gibbons, Shyam GidumalMr. Gray, Mr. Hennes and
Torsten JeworrekMr. O’Donnell for election as Class
III directors. If elected at the Annual Meeting, these Class
III director nominees will serve until the expiration of their terms in
2026,2027, or until their earlier resignation or removal.
Mr.
Gidumal was elected to the Board at our 2022 Annual General MeetingGray, Mr. Hennes and Mr.
Bushnell and Mr. GibbonsO’Donnell were
each last elected to the Board at our
20202021 Annual General Meeting of Shareholders.
Dr. Jeworrek was identified as a potential director candidate by members of management through their professional networks. The Governance and Human Capital Committee then undertook the evaluation process described below in “—Selection and Nomination of Directors” and determined that he was qualified under the Board’s criteria.
We have no reason to believe that any of the nominees will be unable or unwilling to serve if elected. However, if a nominee becomes unable or unwilling to accept a nomination or election, the Board may select a substitute nominee and the common shares represented by proxies may be voted for such nominee unless shareholders indicate otherwise.
Majority Vote Requirement
Each nominee for election to serve as a Class
III director who receives a majority of the votes cast at the Annual Meeting will be elected as a director. However, if a nominee fails to receive a majority of the votes cast at the Annual Meeting, such nominee will tender an irrevocable resignation that will be effective upon the Board’s acceptance of such
resignation.resignation, as codified in our Corporate Governance Guidelines. Upon the submission of the resignation, the Governance and Human Capital Committee will promptly consider the resignation and make a recommendation to the Board, and the Board will consider any relevant factors in deciding whether to accept or reject the director’s resignation.
RenaissanceRe 20232024 Proxy Statement | 1517
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Skills and Experience of Our Nominees and Continuing Directors
Each nominee has extensive business experience, education and personal skills that qualify him or her to serve as an effective Board member. The specific experience and qualifications of the nominees are set forth below. We encourage you to read the biographies of our nominees and continuing directors, as well as the discussion of our Board’s composition, below.
| | | | | | |
Alignment of Director and Director Nominee Skills and Strategy |
| | | | | | |
RenaissanceRe is a global provider of (re)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. Our strategy focuses on operating as an integrated system of three competitive advantages: superior risk selection, superior customer relationships and superior capital management. |
Our Governance and Human Capital Committee has determined that each of our directors and director nominees possesses the appropriate skills and experience individually to effectively oversee our business strategy.strategy on a collective basis. As detailed in each director and director nominees’ biography below, our Board collectively leverages its strength in the following areas: | | | Executive Management | | | Risk/Compliance/ Regulation |
| | | | | | | | | | | |
| | |
| | |
|
Executive
Management | | Insurance/ Reinsurance Operations | Insurance/
Reinsurance
Operations | | Investments/ Asset Management | Financial
& Audit | | | Underwriting | | | Strategic
Transactions | | | Sustainability | | | Data Analytics/
Digital |
| | |
| | | | | |
| | |
| | |
| | |
|
Risk/Compliance/
Regulation | | Financial & Audit | Investments/
Asset Management | | International |
| International | | | Actuarial | |
| | Strategic Transactions | | | Public Company
CEO |
| | | Talent/Human
Capital | | |
| | ESG/ Sustainability | | | Talent/Human Capital |
| | | | | |
| | Data Analytics/ Digital | | | Technology/
Cybersecurity |
| | | | | | |
16
18 | RenaissanceRe 20232024 Proxy Statement
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Class I Director NomineesII Directors (whose terms, if elected, expire in 2026)2027)
Director Since: 2013
Committees: Investment and Risk Management (Chair), Transaction, Offerings
Boards
• None | | | Brian G. J. Gray
INDEPENDENT
|
| Background and Qualifications
From 2008 until his retirement in 2012, Mr. Gray served as Group Chief Underwriting Officer of Swiss Reinsurance Company Ltd. (“Swiss Re”) and was a member of Swiss Re’s Group Executive Committee. From 2005 through 2008, he was a member of the Group Executive Board, responsible for underwriting Property and Specialty Product Lines on a global basis for Swiss Re. Mr. Gray joined Swiss Re in Canada (“Swiss Re Canada”) in 1985, and served in a variety of roles, including as President and Chief Executive Officer of Swiss Re Canada from 2001 to 2005 and Senior Vice President of Swiss Re Canada from 1997 to 2001. |
Director Since: 2017
Committees: Investment
and Risk Management
Other Public Company
Boards
• Citigroup Inc. (2013 to present) | | | Duncan P. Hennes
INDEPENDENT
|
| Background and Qualifications
Mr. Hennes has served as the Co-Founder and Managing Member of Atrevida Partners, LLC (“Atrevida”) since 2007. Prior to co-founding Atrevida, he served as Co-Founder and Partner of Promontory Financial Group from 1999 to 2006. Prior to that, Mr. Hennes served in a number of senior executive positions at Bankers Trust Corporation, including Executive Vice President in charge of Trading, Sales and Derivatives, and as the Chairman of the Board of Oversight Partners I, the consortium that took control of Long Term Capital Management, from 1987 to 1998. From 1998 to 1999 he was the Chief Executive Officer at Soros Fund Management, LLC. Mr. Hennes is currently a member of the Board of Directors of Citigroup Inc. (“Citigroup”), where he serves as the Chair of the Risk Management Committee and the Compensation, Performance Management and Culture Committee, and as a member of the Audit Committee and the Executive Committee, and is also a member of the Board of Directors of Citibank, N.A., Citigroup’s primary subsidiary. |
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Age: 57
Director Since: 2013
Committees:
Transaction (Chair),
Offerings (Chair)
Other Public Company
Boards
• None | | | Kevin J. O’Donnell
CHIEF EXECUTIVE OFFICER
|
| Background and Qualifications
Mr. O’Donnell has served as our Chief Executive Officer since July 2013 and as our President since November 2012. Mr. O’Donnell has served in a number of roles since joining the Company in 1996, including Global Chief Underwriting Officer, Executive Vice President, Senior Vice President, Vice President and Assistant Vice President. Mr. O’Donnell has also served as the Chair of ClimateWise since 2022, and as a member of the U.S. Department of the Treasury Federal Advisory Committee on Insurance since 2023. He served as the Chair of the Global Reinsurance Forum from 2018 to 2020 and as the Chair of the Association of Bermuda Insurers and Reinsurers in 2017 and 2018. |
Continuing Directors
The members of the Board whose terms do not expire at the Annual Meeting and who are not standing for election at this year’s Annual Meeting are set forth below.
Class III Directors (whose terms expire in 2025)
Age: 65
Director Since: 2006
Committees:
Governance and
Human Capital (Chair)
Other Public Company
Boards
• None | | | Henry Klehm III
INDEPENDENT
|
| Background and Qualifications
Mr. Klehm has been a partner at the law firm Jones Day since 2008 and has been the Practice Leader of the firm’s Securities Litigation and SEC Enforcement Practice since January 2017. From 2002 to 2007, Mr. Klehm served as Global Head of Compliance for Deutsche Bank, AG. Prior to joining Deutsche Bank, AG, Mr. Klehm served as Chief Regulatory Officer and Deputy General Counsel at Prudential Financial from 1999 to 2002. Prior to joining Prudential Financial, Mr. Klehm served in various positions with the U.S. Securities and Exchange Commission (the “Commission” or the “SEC”), including as Senior Associate Director of the Northeast Regional Office. |
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Age: 66
Director Since: 2017
Committees: Audit
Other Public Company
Boards
• London Stock Exchange Group, plc (2017 to present)
| | | Valerie Rahmani
INDEPENDENT
|
| Background and Qualifications
Dr. Rahmani has more than 30 years of experience in the technology industry, including more than 25 years at IBM, where she served in roles of increasing seniority across multiple global business segments from 1981 to 2009, most recently as General Manager of Internet Security Systems. Subsequent to her tenure at IBM, Dr. Rahmani was Chief Executive Officer at Damballa, Inc., a privately held Internet security software company, from 2009 to 2012. From 2017 to 2019, she served as the part-time head of the Innovation Panel at Standard Life Aberdeen plc, a UK-based FTSE 100 global investment company. She has served on the Board of the London Stock Exchange Group, plc since 2017, and currently serves as a member of the Nomination Committee, Remuneration Committee and Risk Committee. Previously, Dr. Rahmani served as a member of the boards of directors of Elliot Opportunity II Corp. from 2021 to 2023, Computer Task Group, Incorporated from 2015 to 2023, and Aberdeen Asset Management PLC from 2015 to 2017. |
Age: 57
Director Since: 2016
Committees:
Other Public Company
Boards
• Alliant Energy Corporation (2005 to present)
• First Business Financial Services, Inc. (2016 to present) | | | Carol P. Sanders
INDEPENDENT
|
| Background and Qualifications
Ms. Sanders has served as the President of Carol P. Sanders Consulting, LLC, providing consulting services to the insurance and technology industries, since June 2015. From June 2013 until June 2015, she served as Executive Vice President, Chief Financial Officer and Treasurer of Sentry Insurance Company. Previously she served as the Executive Vice President and Chief Operating Officer of Jewelers Mutual Insurance Company from November 2012 until June 2013, where she also served as Senior Vice President, Chief Financial Officer and Treasurer from May 2011 until November 2012 and as Chief Financial Officer and Treasurer from 2004 until May 2011, after holding a series of positions of increasing responsibility in finance, accounting, treasury and tax. Ms. Sanders is currently a member of the board of directors of Alliant Energy Corporation, a public utility holding company, where she serves as the Lead Independent Director, Chair of the Nominating and Governance Committee, and as a member of the Audit Committee and the Executive Committee, as a member of the board of directors of First Business Financial Services, Inc., a registered bank holding company, where she serves as Chair of the Audit Committee and as a member of the Compensation Committee, and a member of the board of directors of GuideOne Insurance Group, a mutual insurance company. |
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Age: 70
Director Since: 2019
Committees: Governanceand Human Capital
Other Public Company
Boards
• Canadian Tire Corporation (2019 to present) | | | Cynthia Trudell
INDEPENDENT
|
| Background and Qualifications
From 2011 until her retirement in September 2017, Ms. Trudell served as Executive Vice President and Chief Human Resources Officer of PepsiCo, Inc. (“PepsiCo”). From 2007 through 2011, she served as Senior Vice President and Chief Personnel Officer of PepsiCo. Prior to her tenure at PepsiCo, Ms. Trudell held a number of executive operating and general management positions with General Motors Corporation from 1981 to 2001, and Brunswick Corporation from 2001 to 2006, including chairwoman and president of Saturn Corporation, president of IBC Vehicles and president of Sea Ray Group. Since 2019, Ms. Trudell has served on the board of Canadian Tire Corporation, a Canadian retail company publicly traded on the Toronto Stock Exchange, where she is Chair of the Compensation Committee and a member of the Governance Committee. From 2013 to 2019, she served as a member of the Defense Business Board, which provides business advice to the U.S. Department of Defense. Previously, Ms. Trudell served as a member of the boards of directors of ISS A/S from 2015 to 2023, The Pepsi Bottling Group, Inc. from 2008 to 2010, Canadian Imperial Bank of Commerce from 2005 to 2008, and PepsiCo, Inc. from 2000 to 2007. |
Class I Directors (whose terms expire in 2026)
Director Since: 2008
Committees: Governance and Human CapitalCapital
Other Public CompanyCompany ● •Cordia Bancorp Inc. (2011 to 2016) None
| | | |
| Background and Qualifications
Mr. Bushnell has served as the principal of Bushnell Consulting, a financial services consulting firm, since 2008. Mr. Bushnell retired from Citigroup Inc. (“Citigroup”) in 2007, after 22 years of service. Mr. Bushnell served as the Senior Risk Officer of Citigroup from 2003 through 2007 and retired as Chief Administrative Officer in 2007. Following his retirement from Citigroup, Mr. Bushnell served as a consultant to Citigroup until December 31, 2008. Previously, Mr. Bushnell worked for Salomon Smith Barney Inc. (later acquired by Citigroup) and its predecessors in a variety of positions, including as a managing director and Chief Risk Officer. In addition to his board service on Cordia Bancorp Inc. (“Cordia”), a public bank holding company, from 2011 to 2016, Mr. Bushnell served as Chief Risk Officer of Cordia and its wholly owned subsidiary, Bank of Virginia, from 2011 until Cordia was acquired in September 2016. |
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Committees: Transaction, OfferingsOfferings
Other Public CompanyCompany ● •None
| | | INDEPENDENT NON-EXECUTIVE CHAIR OF THE BOARD
|
| Background and Qualifications
Mr. Gibbons, a Bermudian citizen, is Executive Chairman of Harbour International Trust Company Limited and the Treasurer, a Director and member of the Executive Committee of Edmund Gibbons Limited (“EGL”). Mr. Gibbons also serves as a Director and member of the Risk Committee of Clarien Bank Limited (“Clarien”), an international financial company. He was also Non-Executive President of Bermuda Air Conditioning Limited (“BACL”) through March 2019 and currently serves as a Director of BACL. Mr. Gibbons served as Chair of Capital G Bank Limited from 1999 to 2013 and as President and Chief Executive Officer of Capital G Limited from 1999 to 2010, prior to the change of name to Clarien from Capital G in 2014. |
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Director Since: 2022Current
Committees:
Governance and HumanAuditCapitalPost-AGM Committees:
AuditOther Public Company
Company ● •None
| | | |
| Background and Qualifications
Mr. Gidumal has over 35 years of experience in operational leadership, digital transformation, and strategy development as a senior executive, board member, private equity investor and advisor. From February 2020 to November 2021, he served as the President and Chief Operating Officer of WeWork Inc. From March 2011 to June 2019, Mr. Gidumal served as a Principal at Ernst & Young Global Limited, where he led the Consumer Products and Retail segment. Over his career he has held several executive roles, including at Worldcom (Asia), Acterna, Armstrong Furniture, and The Boston Consulting Group. Mr. Gidumal has been a Member of the Board of Directors of the National Multiple Sclerosis Society since 2014. |
Director Since: N/A2023Post-AGM
Committees:
Investment and Risk
Management, Transaction, Offerings(pendingelection)
Other Public Company
Company • None | | | |
| Background and Qualifications
From 2003 until his retirement in 2022, Dr. Jeworrek served as a Member of the Board of Management and the CEO Reinsurance of Munich Reinsurance AG (“Munich Re”). As CEO Reinsurance, Dr. Jeworrek was directly responsible for Reinsurance Strategy, Data and Analytics, IT, Group Innovation, Internet of Things, Corporate Underwriting and Geo & Climate Risks Research. Dr. Jeworrek joined Munich Re in 1990 as an underwriter, and served in a variety of roles, including Head of Department for Financial Reinsurance from 1999 to 2001 and Head of P&C for Netherlands, Nordic countries, UK and Ireland from 2001 to 2003. |
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Continuing Directors
The members of the Board whose terms do not expire at the Annual Meeting and who are not standing for election at this year’s Annual Meeting are set forth below.
Class II Directors (whose terms expire in 2024)
Age: 60
Director Since: 2013
Current Committees:
Investment and Risk Management, Transaction, Offerings
Post-AGM Committees:
Investment and Risk Management (Chair), Transaction, Offerings
Other Public Company Boards
● None
| | Brian G. J. Gray
INDEPENDENT
Background and Qualifications
From 2008 until his retirement in 2012, Mr. Gray served as Group Chief Underwriting Officer of Swiss Reinsurance Company Ltd. (“Swiss Re”) and was a member of Swiss Re’s Group Executive Committee. From 2005 through 2008, he wasDr. Jeworrek has been a member of the Group Executive Board responsible for underwriting Property and Specialty Product Lines on a global basis for Swiss Re. Mr. Gray joined Swiss Re in Canada (“Swiss Re Canada”) in 1985, and served in a variety of roles, including President and Chief Executive Officer of Swiss Re Canada from 2001 to 2005 and Senior Vice President of Swiss Re Canada from 1997 to 2001.
|
Age: 66
Director Since: 2017
Committees: Investment and Risk Management
Other Public Company Boards
● Citigroup Inc. (2013 to present)
| | Duncan P. Hennes
INDEPENDENT
Background and Qualifications
Mr. Hennes has served as the Co-Founder and Managing Member of Atrevida Partners, LLC (“Atrevida”) since 2007. Prior to co-founding Atrevida, he served as Co-Founder and Partner of Promontory Financial Group from 1999 to 2006. Prior to that, Mr. Hennes served in a number of senior executive positions at Bankers Trust Corporation, including Executive Vice President in charge of Trading, Sales and Derivatives, and as the Chairman of the BoardNational Academy of Oversight Partners I, the consortium that took control of Long Term Capital Management, from 1987 to 1998. From 1998 to 1999 he was the Chief Executive Officer at Soros Fund Management, LLC. Mr. Hennes currently serves as the Chair of the Risk Management CommitteeScience and as a member of the Audit Committee, Executive Committee and Personnel and Compensation Committee of Citigroup Inc. and as a member of the Board of Directors of Citibank, N.A. Technology since 2023. |
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Age: 56
Director Since: 2013 Committees:
Transaction (Chair), Offerings (Chair)
Other Public Company Boards
● None
| | Kevin J. O’Donnell
CHIEF EXECUTIVE OFFICER
Background and Qualifications
Mr. O’Donnell has served as our Chief Executive Officer since July 2013 and as our President since November 2012. Mr. O’Donnell has served in a number of roles since joining the Company in 1996, including Global Chief Underwriting Officer, Executive Vice President, Senior Vice President, Vice President and Assistant Vice President. Mr. O’Donnell also has served as the Chair of ClimateWise since 2022, and served as the Chair of the Global Reinsurance Forum from 2018 to 2020 and as the Chair of the Association of Bermuda Insurers and Reinsurers in 2017 and 2018.
|
Class III Directors (whose terms expire in 2025)
Age: 64
Director Since: 2006
Committees:
Governance and Human Capital (Chair)
Other Public Company Boards
● None
| | Henry Klehm III
INDEPENDENT
Background and Qualifications
Mr. Klehm has been a partner at the law firm Jones Day since 2008 and has been the Practice Leader of the firm’s Securities Litigation and SEC Enforcement Practice since January 2017. From 2002 to 2007, Mr. Klehm served as Global Head of Compliance for Deutsche Bank, AG. Prior to joining Deutsche Bank, AG, Mr. Klehm served as Chief Regulatory Officer and Deputy General Counsel at Prudential Financial from 1999 to 2002. Prior to joining Prudential Financial, Mr. Klehm served in various positions with the U.S. Securities and Exchange Commission (the “Commission” or the “SEC”), including as Senior Associate Director of the Northeast Regional Office.
|
20 | RenaissanceRe 2023 Proxy Statement
Table of Contents
Age: 65
Director Since: 2017
Committees: Audit
Other Public Company Boards
● Computer Task Group, Incorporated (2015 to present)
● London Stock Exchange Group, plc (2017 to present)
● Elliott Opportunity II Corp. (2021 to present)
● Aberdeen Asset Management PLC (2015 to 2017)
| | Valerie Rahmani
INDEPENDENT
Background and Qualifications
Dr. Rahmani has more than 30 years of experience in the technology industry, including more than 25 years at IBM, serving in roles of increasing seniority across multiple global business segments from 1981 to 2009, most recently as General Manager of Internet Security Systems. Subsequent to her tenure at IBM, Dr. Rahmani was Chief Executive Officer at Damballa, Inc., a privately held Internet security software company, from 2009 to 2012. From 2017 to 2019, she served as the part-time head of the Innovation Panel at Standard Life Aberdeen plc, a UK-based FTSE 100 global investment company. She currently serves as Chair of the Compensation Committee and as a member of the Audit Committee and the Nominating and Corporate Governance Committee of Computer Task Group, Incorporated, an information technology solutions and software company, as a member of the Nomination Committee, Risk Committee and the Remuneration Committee of the Board of the London Stock Exchange Group, plc. and as a member of the board of directors of Elliott Opportunity II Corp., a blank check company.
|
Age: 56
Director Since: 2016
Current Committees:
Audit
Post-AGM Committees:
Audit (Chair)
Other Public Company Boards
● Alliant Energy Corporation (2005 to present)
● First Business Financial Services, Inc. (2016 to present)
| | Carol P. Sanders
INDEPENDENT
Background and Qualifications
Ms. Sanders has served as the President of Carol P. Sanders Consulting, LLC, providing consulting services to the insurance and technology industries, since June 2015. From June 2013 until June 2015, she served as Executive Vice President, Chief Financial Officer and Treasurer of Sentry Insurance a Mutual Company. Previously she served as the Executive Vice President and Chief Operating Officer of Jewelers Mutual Insurance Company from November 2012 until June 2013, where she also served as Senior Vice President, Chief Financial Officer and Treasurer from May 2011 until November 2012 and as Chief Financial Officer and Treasurer from 2004 until May 2011, after holding a series of positions of increasing responsibility in finance, accounting, treasury and tax. Ms. Sanders currently serves as Chair of the Nominating and Governance Committee, as a member of the Audit Committee and the Executive Committee and as the Lead Independent Director of Alliant Energy Corporation, a public utility holding company, as Chair of the Audit Committee of First Business Financial Services, Inc., a registered bank holding company, and as a member of the board of directors of GuideOne Insurance Group.
|
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Age: 69
Director Since: 2019
Committees:
Governance and Human Capital
Other Public Company Boards
● ISS A/S (2015 to present)
● Canadian Tire Corporation (2019 to present)
● The Pepsi Bottling Group, Inc. (2008 to 2010)
● Canadian Imperial Bank of Commerce (2005 to 2008)
● PepsiCo, Inc. (2000 to 2007)
| | Cynthia Trudell
INDEPENDENT
Background and Qualifications
From 2011 until her retirement in September 2017, Ms. Trudell served as Executive Vice President and Chief Human Resources Officer of PepsiCo, Inc. (“PepsiCo”). From 2007 through 2011, she served as Senior Vice President and Chief Personnel Officer of PepsiCo. Prior to her tenure at PepsiCo, Ms. Trudell held a number of executive operating and general management positions with General Motors Corporation from 1981 to 2001, and Brunswick Corporation from 2001 to 2006, including chairwoman and president of Saturn Corporation, president of IBC Vehicles and president of Sea Ray Group. Since 2015, Ms. Trudell has served on the board of ISS A/S, a global facility services provider based in Denmark and publicly traded on the NASDAQ OMX Copenhagen, where she currently serves as Chair of the Remuneration Committee and as a member of the Nomination Committee. Since 2019, Ms. Trudell has served on the board of Canadian Tire Corporation, a Canadian retail company publicly traded on the Toronto Stock Exchange, where she is Chair of the Management Resources and Compensation Committee and a member of the Governance Committee. From 2013 to 2019, she served as a member of the Defense Business Board, which provides business advice to the U.S. Department of Defense.
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Board Composition and Effectiveness
We believe the Board benefits from
taking a holistic approach to
board composition.its composition and refreshment. Our Board values a mix of new directors, who bring fresh perspectives, and longer-serving directors, who bring continuity and breadth of experience with our business, strategies and risk management processes. Our Board has developed comprehensive and ongoing assessment and succession planning processes and regularly reviews the biographical backgrounds and skills of its current members and potential nominees in connection with its ongoing evaluation of Board
composition.composition and refreshment.
Selection and Nomination of Directors
Director Nomination Process
The Governance and Human Capital Committee is responsible for identifying and recommending qualified candidates for nomination to the Board.
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Assess Board Composition | | ● Governance and Human Capital Committee regularly assesses appropriate Board size and composition
● Determines needs based on current and evolving strategies, potential vacancies and competencies of the Board as a whole
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Identify and Source Candidates | | ● Board is committed to expanding the pool from which it selects qualified director candidates, and is focused on seeking candidates who embody all aspects of diversity, including racial, ethnic and gender diversity
● Candidate recommendations may come from current Board members, management, search firms, shareholders or others
● Uses non-traditional methods to identify a diverse pool of candidates and select our new director nominee
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Select Director Nominees | | ● Committee reviews candidates to ensure fit with the needs and collegiality of the Board
● Seeks a diverse combination of qualities and experience that will complement and contribute to the competencies of the Board as a whole
● Interviews by Committee members, Non-Executive Chair and other members of the Board before full Board votes to nominate
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Assessment of Board Composition
The Board considers the diversity, skills and experience of candidates in the context of the needs of the Board as a whole. When identifying and considering potential director nominees and evaluating the current composition of our Board, the Governance and Human Capital Committee focuses on:
● | the composition and competencies of our Board as a whole, |
● | how the traits possessed by individual directors and director nominees complement one another, |
● | the ability of the current and proposed members to operate collegially and effectively, and |
● | the intersection of these factors with our current strategy, operational plans and oversight requirements. |
the composition and competencies of our Board as a whole,
how the traits possessed by individual directors and director nominees complement one another,
the ability of the current and proposed members to operate collegially and effectively, and
the intersection of these factors with our current strategy, operational plans and oversight requirements.
The Board also considers outside commitments of directors, including service on other boards and board committees, in assessing their ability to serve on the Board and committees of the Board.
As discussed in our Corporate Governance Guidelines, we do not set specific criteria for directors, but believe that candidates should show evidence of leadership in their particular field and have broad experience and the ability to exercise sound business judgment. In selecting directors, the Board generally seeks a combination of qualities and experience that will contribute to the exercise of the duties of the Board, including active or former chief executive or senior officers of major complex businesses,
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leading academics and entrepreneurs. The factors considered by the Governance and Human Capital Committee when evaluating individual director nominees include:
| | | | | | | | | |
Personal and professional ethics, integrity and values |
| | | Business acumen, leadership qualities and record of accomplishment |
| | | Compatibility with the existing Board composition |
| | | Commitment to serve on our Board for a potentially extended period of time, in light of the market cycles and earnings volatility that characterize our industry |
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Independence, including the ability to represent all of our shareholders and other key stakeholders without any conflicting relationship with any particular constituency |
| | | Professional experience and industry expertise in light ofconsidering our evolving strategic and operational plans over time |
| | | Ability and willingness to devote sufficient time to carrying out Board duties and responsibilities fully and effectively, particularly in lightas a result of our Bermuda headquarters location |
| | | Other attributes of the candidate, our business and strategic conditions, and external factors that the Governance and Human Capital Committee deems appropriate |
The Governance and Human Capital Committee has the discretion to weigh these, and other, factors as it deems appropriate. The relative importance of these factors may vary from candidate to candidate, depending on our evolving circumstances, and no particular criterion is necessarily applicable to all prospective nominees.
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Annual Board Assessment and Evaluation
The Board recognizes that a robust and constructive evaluation process is an essential part of good corporate governance and Board effectiveness. Pursuant to its charter, the Governance and Human Capital Committee has responsibility for oversight of the Board’s annual overall effectiveness reviews, review of individual director performance and similar matters.
Multi-Faceted Evaluation Process
Director Orientation and Continuing Education
Our Governance and Human Capital Committee oversees the orientation process for new directors. Each new director and new member of a Board committee participates in a comprehensive orientation program run by management. The orientation includes presentations by senior management to familiarize the new director with our strategic plan, significant accounting and risk management issues, compliance programs, Code of Ethics and other relevant topics.
We encourage our directors to participate in continuing education programs and reimburse them for reasonable expenses associated with third-party training programs relating to our business, industry or the discharge of Board duties. We also provide ongoing education programs on topics relevant to RenaissanceRe and our industry as part of regular Board and committee meetings, and directors are invited and encouraged to visit our offices to meet with management.
Commitment to Board Diversity
Our Board believes that the backgrounds and qualifications of the directors and director nominees, both individually and considered as a group, should provide a diverse range of viewpoints, backgrounds, skills, experiences, expertise, and abilities that will allow the Board to fulfill its responsibilities, taking into account our evolving strategic direction and needs. The Governance and Human Capital Committee evaluates and discusses diversity at both the Board and committee levels when carrying out its director selection, recruitment and nomination obligations and also when assessing the performance of current directors. This assessment is undertaken at least annually.
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Our Board is committed to expanding the pool from which it selects qualified director candidates and is focused on seeking candidates who embody all aspects of diversity, including racial, ethnic and gender diversity, while considering the skills and experience of the Board as a whole.
The Governance and Human Capital Committee may use search firms to identify potential candidates to stand for election to the Board. Our Corporate Governance Guidelines formalize our commitment to source diverse Board candidates.
Our Board has a long track record of gender diversity among its members, from our first gender diverse director being elected in 2005 to having over a third of our Board embody gender diversity, with four gender diverse directors serving from 2019 to 2022. We are aware that the gender diversity of our Board has recently fallen below 30% as a result of the retirement of a long-serving director, and we continue to consider gender diversity in our director search process.
Director and Director Nominee Independence
The Governance and Human Capital Committee has reviewed the independence of each of our current directors and director nominees and affirmatively determined that each of Drs. Rahmani and Jeworrek, Mses. Sanders and Trudell and Messrs. Bushnell, Gibbons, Gidumal, Gray, Hennes and Klehm are independent. Mr. O’Donnell is not independent because of his employment as our President and Chief Executive Officer.
The New York Stock Exchange (the “NYSE”) listing standards require that a majority of our directors be independent. For a director to be considered independent, the Board must determine that the director does not have any direct or indirect material relationship with us either directly or as a partner, shareholder or officer of an organization that has a relationship with us. Our Corporate
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Governance Guidelines provide that a majority of our directors will meet the NYSE’s listing standards regarding independence criteria and set forth additional parameters that the Board uses to determine director independence, which we believe are more stringent than the independence requirements in the NYSE listing standards. In addition, the Board considers all relevant facts and circumstances known or reported to it in making independence determinations.
In particular, when making its independence determinations, the Governance and Human Capital Committee considered the following relationships and determined that none of the directors or director nominees involved had a material relationship with us as a result of these relationships. Mr. Hennes serves as a director of Citigroup. We have current and historical financial relationships with Citigroup and its subsidiaries and affiliates, including Citigroup acting in manager roles in several of our securities offerings over the last few years and being a party to letter of credit facilities with us. Ms. Sanders serves as a director of GuideOne Insurance. From time to time, we have entered into reinsurance contracts with GuideOne, all in the ordinary course of business on terms available to similarly situated parties. Mr. Gibbons is the Treasurer and a director of EGL, the parent company of a number of varied businesses in Bermuda, including Coralisle Group Ltd., formerly Colonial Group International (“Coralisle”), and a director of BACL. We have entered into reinsurance contracts with Coralisle which are described under
“Board Structure and Processes—Certain“Certain Relationships and Related Transactions” below. In addition, we have other immaterial business relationships with a variety of the other businesses owned by EGL and BACL, relating primarily to local services and procurement in Bermuda, for which we paid these entities a total of approximately
$65,000$75,500 in
2022.2023. Mr. Gibbons is not directly involved in the management of Coralisle or any of the other businesses owned by EGL or BACL with which we do business, and all of the transactions were entered into in the ordinary course of business on terms available to similarly situated parties. Furthermore, the EGL and BACL entities did not make payments to, or receive payments from, us in an amount which, in any of the last three fiscal years, exceeded the greater of $1 million or 2% of EGL’s or BACL’s consolidated gross revenues.
Shareholder Nomination Process
Candidates recommended by shareholders for nomination to the Board will be considered and evaluated by the Governance and Human Capital Committee using the same process and criteria that we use to evaluate other candidates, assuming the proper procedures for shareholder nominations are followed. The Governance and Human Capital Committee will consider nominees to the Board recommended by no fewer than 20 shareholders holding in the aggregate not less than 10% of the outstanding paid-up share capital of RenaissanceRe. Any shareholder recommendation must be sent to our Corporate Secretary not less than 60 days prior to the scheduled date of the annual general meeting of shareholders and must set forth for each nominee: (i) the name, age, business address and residence address of the nominee; (ii) the principal occupation or employment of the nominee; (iii) the class or series and number of shares of capital stock of RenaissanceRe that are owned beneficially or of record by the nominee; and (iv) any other information relating to the nominee that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder. The written notice must also include the following information with regard to the shareholders giving the notice:
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● | the name and record address of such shareholders; |
● | the class or series and number of shares of capital stock of RenaissanceRe that are owned beneficially or of record by such shareholders; |
● | a description of all arrangements or understandings between such shareholders and each proposed nominee and any other person (including his or her name and address) pursuant to which the nomination(s) are to be made by such shareholders; |
● | a representation that such shareholder intends to appear in person or by proxy at the annual general meeting of shareholders to nominate the persons named in its notice; and |
● | any other information relating to such shareholder that would be required to be disclosed in a proxy statement or other filing. |
the name and record address of such shareholders;
the class or series and number of shares of capital stock of RenaissanceRe that are owned beneficially or of record by such shareholders;
a description of all arrangements or understandings between such shareholders and each proposed nominee and any other person (including his or her name and address) pursuant to which the nomination(s) are to be made by such shareholders;
a representation that such shareholder intends to appear in person or by proxy at the annual general meeting of shareholders to nominate the persons named in its notice; and
any other information relating to such shareholder that would be required to be disclosed in a proxy statement or other filing.
Such notice must be accompanied by a written consent of each proposed nominee to be named as a nominee and to serve as a director if elected. The Governance and Human Capital Committee may refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedure.
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TableThe Board’s Role and Key Responsibilities
Strategic Oversight
Our Board believes that long-range strategic issues should be discussed and reviewed at regular Board meetings. Our Corporate Governance Guidelines provide that the Board review and critique our strategic plan at least annually, with quarterly reviews of
ContentsAnnualperformance in comparison to the financial plan. Senior management and the full Board Assessmentengage in long-term strategy discussions at least annually, and Evaluation
Thethe Board recognizes that a robust and constructive evaluation process is an essential partcommittees regularly receive updates from business function leaders on our performance against our tactical plans.
Our strategic plan drives the Board’s goal setting in many areas. For example, the goals of good corporate governanceeach Board committee are tied to the achievement of the strategic plan and Board effectiveness. Pursuant to its charter, the Governance and Human Capital Committee has responsibilitydetermines and measures executive compensation against the achievement of strategic goals and objectives.
Risk Oversight
We consider enterprise-wide risk management to be a key strategic objective and believe that our enterprise-wide risk management processes and practices help to identify potential events that may affect us; quantify, evaluate and manage the risks to which we are exposed; and provide reasonable assurance regarding the achievement of corporate objectives. For each identified and measured risk, we have identified (i) a day-to-day owner and management response, (ii) a process for monitoring and reporting on the risk, (iii) a senior management committee, and (iv) Board and/or committee oversight. We believe that this risk management process, along with our culture and focus on enterprise-wide risk management, ensures effective risk oversight by our Board.
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Board Oversight of Sustainability
We have an integrated approach to ESG, or “sustainability” governance, with cross-collaboration among our Board committees and management. Our Board and its committees are actively engaged in the oversight of
the Board’s annual overall effectiveness reviews, review of individual director performancesustainability initiatives and
similar matters.Multi-Faceted Evaluation Process
Individual Interviews by Board Chair | | At the direction of the Governance and Human Capital Committee, our Non-Executive Chair of the Board facilitates the annual assessment of the effectiveness of the Board and each standing committee of the Board. He conducts individual interviews with Board members and management, facilitating reviews of individual director effectiveness, as well as of the Board as a whole. |
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Periodic Use of Independent Third Parties | | From time to time, the Board engages independent third parties to review the Board’s practices and procedures and assess its effectiveness.
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Committee Self-Evaluations | | Each standing committee of the Board performs a comprehensive annual self-assessment as part of the Board’s overall governance effectiveness review and assessment.
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Board Chair Assessment | | The Chair of the Governance and Human Capital Committee, along with the Board members, reviews the performance of the Non-Executive Chair of the Board.
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Incorporation of Feedback | | Results are compiled and discussed by the Board and each committee, and changes in practices, Board composition and procedures are recommended by the Governance and Human Capital Committee as necessary.
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Director Orientationour management provides regular reports on progress and Continuing Education
Ourdevelopments.
The Governance and Human Capital Committee, overseespursuant to its charter, is charged with overseeing, monitoring and reviewing our ESG policies, programs and practices. This oversight includes health and safety, DEI and related matters. Our dedicated sustainability team reports to the orientation process for new directors. Each new directorGovernance and new memberHuman Capital Committee quarterly, and to the full Board at least annually, on our sustainability initiatives and progress on implementation of aour sustainability strategy. In addition, the Governance and Human Capital Committee is actively engaged in the oversight of our employees, work environment, DEI initiatives and compensation practices, and receives regular updates from management on progress and developments, and our executive management team and Governance and Human Capital Committee receive regular reports on progress against our annual human resources tactical plans.
The consideration of the impacts of climate change is integral to our enterprise-wide risk management process. Certain aspects of sustainability are monitored by the full Board or other committees. For example, the Investment and Risk Management Committee is charged with overseeing key financial risks, such as the financial risk of climate change. We have been progressively integrating the consideration of the financial risk of climate change into our governance frameworks, risk management processes and business strategies over the past several years.
Sustainability Governance Structure
Cross-Committee Risk and Strategy Oversight Collaboration
At their quarterly meetings, each committee
participatesreviews and discusses its current and future agendas in
a comprehensive orientation program run by management. The orientation includes presentations by senior management to familiarize the
new director withcontext of our strategic plan
significant accounting and
any new Company, industry or market information and identifies matters that should be discussed with other committees or the full Board. In addition, each standing committee reports to the full Board at each quarterly Board meeting. Our Audit, Governance and Human Capital, and Investment and Risk Management Committees coordinate their oversight of our financial and operating risks and routinely collaborate to address specific matters requiring coordination and cross-committee oversight. We believe that these collaborative efforts sustain high levels of enterprise-wide risk management
issues, compliance programs, Code of Ethics, and
other relevant topics.facilitate sound corporate governance.
Executive Succession Planning
We encourage our directors to participate in continuing education programsbelieve that executive succession planning and reimburse them for reasonable expenses associated with third-party training programs relatingleadership development are critical to our long-term success and are key to ensuring effective risk oversight and execution of our strategy. Our succession planning programs are designed to ensure that the Board has appropriate oversight. On behalf of the Board, our Governance and Human Capital Committee collaborates with our Chief Executive Officer in the development and monitoring of our programs for long-term executive succession, generally on a quarterly basis. Our Board, in coordination with the Governance and Human Capital Committee, also maintains an emergency succession plan, which is intended to enable us to respond quickly to unexpected vacancies to maintain the continuity of our business industry oroperations and minimize disruptions.
The Governance and Human Capital Committee dedicates at least one meeting each calendar year to an in-depth review of talent development plans, including development plans for internal succession candidates and identification of potential external succession candidates. Updates to the
discharge of Board duties. We also provide ongoing education programs on topics relevant to RenaissanceRe and our industryexecutive succession plan are made as
part of regular Board and committee meetings, and directors are invited and encouraged to visit our offices to meet with management.Achieving Board Effectiveness
● Rigorous director nominee evaluation and selection criteria
● Commitment to source diverse Board candidates
● Annual Board self-evaluation and assessment of individual directors
● Comprehensive director orientation and ongoing education programs
| | Board Changes Over the Past Six Years
● Added six new directors
● Increased diversity from less than 10% to over 36%
● Enhanced Board skillsets relating to ESG, human resources, and cybersecurity
● Continued alignment with long-term strategy
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To further support the succession planning process, the Governance and Human Capital Committee is regularly presented with information on the Company’s employee population, ranging from the results of engagement surveys to detailed succession plans for senior or critical roles. To foster diverse talent, we apply a DEI lens to the selection process for our leadership and management development programs. Together, the Chief Executive Officer, the Chief Human Resources Officer and the management governance committee identify individuals who they believe have demonstrated potential to grow into senior executive positions and review these individuals with the Governance and Human Capital Committee. The careers of these individuals are monitored to ensure that over time they have appropriate exposure both to the Board and to our business. These individuals interact with our Board in various ways, including through participation in Board meetings and other Board-related activities and meetings with individual directors. The Governance and Human Capital Committee regularly briefs the full Board on these matters and has overseen recent changes to our leadership structure in accordance with our succession planning processes.
Board Structure and Processes
Our Commitment to
Effective Corporate Governance
Our Board and management have a strong commitment to effective corporate governance. We believe we have a comprehensive corporate governance framework which takes into account applicable regulatory requirements and best practices. The key components of this framework are set forth in the following documents:
● | our Bye-laws; |
● | our Corporate Governance Guidelines; |
● | our Code of Ethics; |
● | our Audit Committee Charter; |
● | our Governance and Human Capital Committee Charter; and |
● | our Investment and Risk Management Committee Charter. |
our Bye-laws;
our Corporate Governance Guidelines;
our Code of Ethics;
our Audit Committee Charter;
our Governance and Human Capital Committee Charter; and
our Investment and Risk Management Committee Charter.
The Board regularly reviews corporate governance developments and modifies our Corporate Governance Guidelines, Code of Ethics, committee charters and key Board practices when it believes modifications are warranted. A copy of each of these documents is published on our website at www.renre.com under “Investors—Corporate Governance,” except our Bye-laws, which are filed with the SEC and can be found on the SEC website at www.sec.gov. Each of these documents is available in print to any shareholder upon request.
Governance Highlights |
•● In | Over 90%November 2023, we updated our Audit Committee Charter to formalize the Audit Committee’s responsibility for oversight of our directors are independent, with an Independent Non-Executive Chair of the Board and fully independent Audit, Governance and Human Capital, and Investment and Risk Management Committeesrisks related to cybersecurity. |
•● | In February 2022, we renamed our Compensation and Corporate Governance Committee as the Corporate Governance and Human Capital Management Committee to reflect the committee’s historical oversight of developing talenttalent. |
•● | In November 2021, we updated and modernized our Corporate Governance Guidelines and charters for our Audit, Governance and Human Capital, and Investment and Risk Management Committees to reflect our governance best practices. Among the more significant changes, we: |
| •● | Formalized our commitment to source diverse Board candidates (Corporate Governance Guidelines); |
| •● | Required Audit Committee review of use of non-GAAP measures, including ESG-related metrics (Audit Committee Charter); |
| •● | Added Governance and Human Capital Committee oversight of ESG, including sustainability, health and safety, and DEI (Governance and Human Capital Committee Charter); |
| •● | Identified the financial risk of climate change and insurance risk as key financial risks (Investment and Risk Management Committee Charter); |
| •● | Clarified the role of the Board and Governance and Human Capital Committee in management succession planning and development (Corporate Governance Guidelines); and |
| •● | Formalized the responsibility of the Governance and Human Capital Committee to conduct a reasonable prior review of, and oversee, related-party transactions (Governance and Human Capital Committee Charter). |
•● In | Conducted2021, we formalized a process in 2021 to review and evaluate audit firm rotationrotation. |
● | Rigorous director evaluation and selection criteria, which encourage diversity and refreshment |
● | Board oversight of strategic planning and enterprise-wide risk management, including environmental sustainability and climate change matters |
● | Active and ongoing shareholder engagement |
● | Meaningful share ownership guidelines for directors and named executive officers; anti-hedging, anti-pledging and insider trading policies |
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Our Code of Ethics applies to all of our directors and employees, including our principal executive officer, principal financial officer and principal accounting officer, and all of our employees performing financial or accounting functions. Our Code of Ethics is available without charge on our website, www.renre.com, under “Investors—Corporate Governance.” We will also provide a printed copy of our Code of Ethics to any shareholder upon request. We intend to disclose any amendments to our Code of Ethics by posting them on our website. Any waivers of our Code of Ethics applicable to our directors, principal executive officer, principal financial officer, principal accounting officer, controller and other executive officers who perform similar functions will be disclosed by filing a Current Report on Form 8-K with the SEC.
Board
Leadership Structure
and Engagement
Our Board regularly evaluates its structure to ensure that it is best serving the interests of the Company and our shareholders. The Governance and Human Capital Committee is responsible for overseeing overall Board effectiveness, and regularly discusses the suitability of the Board’s structure for the Company at its meetings. The Board currently maintains a classified board structure led by an independent, Non-Executive Chair, similar to certain of our peers in the industry. The Board has determined that its current classified structure provides considerable value due to the continuity and stability that it creates, especially given the complexities and volatility of our business and the industry in which we operate. Our Board believes that its structure does not hinder director accountability or investor participation, and we regularly engage with shareholders on this matter, share relevant feedback with the entire Board, and have continued to evolve our governance, compensation and sustainability practices in response to this feedback over the past several years.
Pursuant to our Corporate Governance Guidelines, the Chair of the Board may be an officer/director or an outside director and may or may not be the Chief Executive Officer, at the option of the Board. The Board believes it should be free to make these determinations depending on what it believes is best for the Company and our shareholders in light of all the circumstances. At this time, the Board has determined that it is appropriate to separate the roles of Chair and Chief Executive Officer and to have a Non-Executive Chair of the Board. The Board believes that having an independent director serve as Non-Executive Chair of the Board is in the best interests of the Company and our shareholders at this time and that this structure currently assists the independent directors in the oversight of the Company and facilitates participation of the independent directors in setting agendas and establishing priorities and procedures for the work of the Board.
Role of the Non-Executive Chair of the Board
Currently, Mr. Gibbons serves as the Non-Executive Chair of the Board. In addition to chairing each meeting of the Board, the Non-Executive Chair of the Board has significant responsibilities, including: (i) having the authority to call meetings of the Board; (ii) setting the agendas for Board meetings and executive sessions to ensure that Board members receive the information necessary to fulfill the Board’s primary responsibilities; (iii) chairing executive sessions of the independent directors; (iv) briefing the Chief Executive Officer on issues that arise in the executive sessions, as appropriate; (v) facilitating discussion among the independent directors on key issues and concerns that arise outside of Board meetings and serving as a non-exclusive conduit to communicate views, concerns and issues of the independent directors to the Chief Executive Officer; (vi) interviewing candidates for directorship; (vii) facilitating the assessment of the Board’s effectiveness, at the direction of the Governance and Human Capital Committee; and (viii) together or in coordination with the Chief Executive Officer, representing the organization in external interactions with shareholders, employees and other stakeholders.
The Non-Executive Chair of the Board typically does not serve as a member of the Board’s three principal standing committees (the Audit Committee, the Governance and Human Capital Committee, and the Investment and Risk Management Committee), but rather attends such meetings and other functions of the committees on an ex officio basis as warranted by the facts and circumstances. The Non-Executive Chair of the Board serves as a member of the Transaction Committee and the Offerings Committee, which meet on an as-needed basis.
Given the travel challenges presented by the COVID-19 pandemic, Mr. Gibbons had been serving as an interim member of the Governance and Human Capital Committee, but resigned from this position during 2022.28
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Director Engagement
Our Board held the following meetings of the Board and committees during
2022: | | Board | | Audit Committee | | Corporate Governance and Human Capital Management Committee | | Investment and Risk Management Committee | | Transaction Committee | | Offerings Committee |
Meetings | | 4 | | 4 | | 4 | | 3 | | 1 | | 0 |
2023:
Meetings | | | 4 | | | 4 | | | 4 | | | 4 | | | 1 | | | 0 |
Each of our directors attended 75% or more of the meetings of the Board and committees of the Board on which they served during
20222023 (during the periods that they served)
other than Mr. Hennes, who was not able to attend certain Board and committee meetings for health reasons.. For more information on our committees, please see below.
Generally,
While we do not have a formal policy with regard to our directors’ attendance at annual general meetings of shareholders, generally it is the practice of our Board to attend
our annual general meetings of shareholders. Ninesuch meetings. All of our directors attended our
20222023 Annual General Meeting, which was held on May
16, 20229, 2023 in Bermuda.
Two directors were unable to attend due to illness.
Separate executive sessions of our non-management directors are held in conjunction with each regular quarterly Board meeting. The Non-Executive Chair of the Board presides at these executive sessions of the Board. The standing committees of the Board also conduct regular executive sessions, which are chaired by the respective chairs of the committees.
Shareholder Engagement
We maintain an active, management-led dialogue with our shareholders and other stakeholders. Their views on our Company and its performance are important to our Board. We provide regular updates to our Board on our shareholder engagement efforts, and, in certain instances, members of our Board engage directly with shareholders.
How We Share and Respond to Feedback |
● | Provide a summary of investor outreach activity at each quarterly Board meeting, and a summary of direct shareholder communications at each quarterly Governance and Human Capital Committee meeting |
● | Extensive outreach and discussion with our shareholders in 2020 and 2021 informed changes to our executive compensation program, resulting in recent high say-on-pay support |
● | Shareholder, and broader stakeholder, input has informed our ESG strategy, program and reporting |
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Any shareholder or other party may communicate directly with the Board, any committee of the Board, any member of the board or our non-management directors as a group by writing to the intended recipient in the care of the Corporate Secretary. Shareholders can send communications electronically through our website at www.renre.com by clicking on “email” under “About Us—Contacts—Legal or Corporate Information” or by mail to: RenaissanceRe Holdings Ltd., P.O. Box HM 2527, Hamilton HMGX, Bermuda, Attn: Corporate Secretary. If properly addressed, communications will be forwarded to the intended recipient unopened.
The Audit Committee, on behalf of itself and our other non-management directors, has established procedures to enable employees or other parties who may have a concern about our conduct or policies to communicate that concern. Our employees are encouraged and expected to report any conduct which they believe in good faith to be an actual or apparent violation of our Code of Ethics. In addition, as required by the Sarbanes-Oxley Act of 2002, the Audit Committee has established procedures for receiving, retaining and treating complaints regarding accounting, internal accounting controls or auditing matters, as well as for confidential submission by Company employees of concerns regarding questionable accounting or auditing matters, among other things. These communications may be anonymous, and may be submitted in writing, e-mailed or reported by phone through various internal and external mechanisms as provided on the Company’s internal website. Additional procedures by which internal communications may be made are provided to each employee. Our Code of Ethics prohibits any employee or director from retaliating or taking any adverse action against anyone for raising or helping to resolve an integrity concern.
The Board maintains three principal standing committees: the Audit Committee, the Governance and Human Capital Committee, and the Investment and Risk Management Committee. The primary responsibilities of these committees are summarized below and more fully described in their charters. These committees may delegate any of their responsibilities to a subcommittee composed of one or more members of the committee. In addition, the Board maintains two standing, special purpose committees: the Transaction Committee and the Offerings Committee. The responsibilities of these committees are summarized below.
The Board has determined that each member of the Audit Committee and the Governance and Human Capital Committee meets the applicable independence standards of the Commission and the NYSE. The Board has also determined that each member of the Audit Committee is financially literate and has accounting or related financial management expertise as required by NYSE rules and is an “audit committee financial expert” under the Commission’s rules, in each case, given his or her experience as set forth in his or her biography above.
RenaissanceRe 2024 Proxy Statement | 33
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Following the Annual Meeting, if re-elected, Mr. Bushnell will step down from the Audit Committee
Mr. Gidumal will be appointed to the Audit Committee, and the Audit Committee will consist of Ms. Sanders (Chair), Mr. Gidumal and Dr. Rahmani; Mr. Gidumal will step down from the Governance and Human Capital Committee, Mr. Bushnell will be appointed to the Governance and Human Capital Committee, and the Governance and Human Capital Committee will consist of Mr. Klehm (Chair), Mr. Bushnell, and Ms. Trudell; and Dr. Jeworrek (if elected) will be appointed to the Investment and Risk Management Committee, and the Investment and Risk Management Committee will consist of Mr. Gray (Chair), Mr. Hennes and Dr. Jeworrek.Audit Committee
| | | | | |
Members:Current Members:
David C. Bushnell (Chair) Valerie Rahmani Carol P. Sanders
Post-Annual General Meeting Members:
Carol P. Sanders (Chair)
Shyam Gidumal
Valerie Rahmani
| | The Audit Committee’s key responsibilities include oversight of:
●• Our accounting and financial reporting process, as well as the integrity, quality and accuracy of our financial statements, including internal controls;
●• Our operational risk assessment and risk management process;process, in coordination with the Investment and Risk Management Committee, which has primary responsibility for oversight of financial risk management;
●• Our compliance with legal and regulatory requirements, including review of our Code of Ethics and internal compliance program;
●• Our information security and cybersecurity programs;programs and risks;
●• Our use of non-GAAP measures and metrics, including environmental, social and governance metrics;
●• Our independent auditor’s appointment, compensation, qualifications, independence and performance; and
●• The performance of our internal audit function.
| | | |
30 | RenaissanceRe 2023 Proxy Statement
| | | | | |
Henry Klehm III (Chair)
Shyam Gidumal David Bushnell
Cynthia Trudell Post-Annual General Meeting Members:
Henry Klehm III (Chair) David Bushnell Cynthia Trudell
| | The Corporate Governance and Human Capital Management Committee’s key responsibilities include: Compensation-Related
●
• Determining compensation of our Chief Executive Officer and directors, and reviewing and approving recommendations of other executive officers’ compensation;compensation after considering the Chief Executive Officer’s recommendations;
●• Overseeing incentive and stock-based compensation plans, including granting and setting the terms of awards;
●• Evaluating the performance of our executive officers;
●• Reviewing and recommending policies, practices and procedures concerning compensation strategy and other human resources-related matters, including DEI and employee development;
●• Reviewing and advising on executive succession planning; and
●• Reviewing, analyzing and overseeing the mitigation of risks associated with our compensation programs.
Corporate Governance-Related●
• Overseeing and supervising the director nomination process, including identifying and evaluating prospective Board candidates;
●• Reviewing and monitoring the performance and composition of the Board and its committees;
●• Overseeing the new director orientation process and director continuing education policies;
●• Developing and evaluating our corporate governance practices and procedures, including compliance with legal and regulatory requirements;
●• Overseeing and reviewing related-party transactions (as defined in SEC Regulation S-K, Item 404) for potential conflicts of interest;
●• Overseeing, monitoring and reviewing our policies, programs and practices related to ESG matters, including sustainability, health and safety and DEI matters; and
●• Reviewing any properly submitted shareholder proposals.
| |
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Certain Relationships and Related Transactions
We have adopted a written policy with respect to the review, approval and ratification of transactions with related persons. The policy covers, among other things, transactions between us and any of our executive officers, directors, nominees for director, any of their immediate family members or any other related persons as defined in Item 404 of Regulation S-K. Each transaction covered by this policy is reviewed by the Governance and Human Capital Committee to determine whether the transaction is in the best interests of the Company and our shareholders. Pursuant to the policy, our Governance and Human Capital Committee also conducts a reasonable prior review and oversight of all related-party transactions required to be disclosed pursuant to Item 404 of Regulation S-K for potential conflicts of interest, including to determine whether any such transaction is inconsistent with the interests of the Company and our shareholders. The transactions described below include certain transactions we have entered into with parties that are, or could be deemed to be, related to us.
32 | RenaissanceRe 2023 Proxy Statement
BlackRock, Inc. (“BlackRock”) reported a beneficial ownership interest of more than 5% of our common shares as of December 31,
2022.2023. Affiliates of BlackRock provide investment management, risk analytics and investment accounting services to us. During
2022,2023, we incurred
$6.0$7.0 million in fees relating to these services. These fees were at then-prevailing market rates determined pursuant to arm’s-length negotiations between us and such affiliates.
Relationship with Coralisle Group Ltd.
Mr. Gibbons is the Treasurer of EGL, the parent company of Coralisle. We entered into reinsurance contracts with Coralisle pursuant to which we received premiums of approximately
$0.5 million$21,000 from Coralisle in
2022, and2023, which included current underwriting year premium of $167,000 offset by premium adjustments for prior underwriting years of $146,000. We paid claims to Coralisle of approximately
$12,000$7,000 in
2022.2023. We renewed certain of these reinsurance contracts in December
20222023 and we expect to receive premiums of approximately
$0.2 million$143,000 from Coralisle in
20232024 as a result of those renewals. To date in
2023,2024, we have
not paid
approximately $7,000 ofany claims to Coralisle. In his position at EGL, Mr. Gibbons is not directly involved in the management of Coralisle, and all of these transactions with Coralisle were entered into in the ordinary course of business on terms available to similarly situated parties.
Relationship with
State Farm Mutual Automobile Insurance CompanyState Farm Mutual Automobile Insurance CompanyThe Bank of New York Mellon Corporation.
On January 24, 2024, The Bank of New York Mellon Corporation (“
State Farm”BNYM”) reported a beneficial ownership interest of more than 5% of our common shares as of December 31,
2022. From time2023 and may continue to
timebeneficially own more than 5% of our common shares outstanding. Affiliates of BNYM provide certain custodian services to us. During 2023, we
have entered into,incurred $3.7 million in fees relating to these services and
expect in the future to enter into, reinsurance transactions with State Farm in the ordinary course of business on terms available to similarly situated parties. For reference, in 2022, we recorded reinsurance premiums of $27.9 million from State Farm and its subsidiaries and our insurance subsidiaries paid claims on such reinsurance to State Farm and its subsidiaries of $14.7 million. In 2023, we expect to
record about $36.1 millionincur slightly higher fees in
reinsurance premiums from State Farm. State Farm is also an investor in RenaissanceRe-managed vehicles Top Layer Reinsurance Ltd., DaVinciRe Holdings Ltd.2024 due to additional assets under management. These fees were and
Fontana Holdings L.P.will be at then-prevailing market rates determined pursuant to arm’s-length negotiations between us and
its subsidiaries.such affiliates.
Pursuant to their employment agreements, members of our management governance committee, which consists of
Mr.Messrs. O’Donnell,
Shannon Bender, Ian Branagan, RossQutub, Curtis
Davidand Marra, and
Robert Qutub,Ms. Bender, are permitted business use and a limited amount of Company-funded personal use (with a value up to the aggregate incremental cost to us of
$85,000)$85,000 each) of our fractional interest program with NetJets Aviation Inc. (“NetJets”). Since 2020, in light of concerns for safety
including, among other reasons, the COVID-19 pandemic, and continuing commercial travel limitations
stemming from the COVID-19 pandemic,in Bermuda, the Governance and Human Capital Committee adopted a policy allowing our management governance committee members additional Company-funded personal use of our NetJets program. The aggregate incremental cost to us of any personal use for named executive officers is included in the Summary Compensation Table below. Our executive officers pay imputed income tax on the value of these benefits and are not entitled to tax gross-ups on any perquisites. In addition, Messrs. O’Donnell, Curtis and Qutub have each entered into an aircraft use agreement with us which allows them to use our fractional interest program with NetJets for additional travel beyond that which is provided for in their employment arrangements, provided that they pay for such use in advance of any trip at the fully loaded variable rate (which rate represents our aggregate incremental cost of such use within the meaning of Regulation S-K and the rules and other guidance of the Commission). They must maintain a deposit with us from which we are authorized to withdraw funds in order to satisfy any amounts owed under the agreement. The form of aircraft use agreement was approved by the Governance and Human Capital Committee. None of our executive officers had any additional personal use of the aircraft interest for travel during
20222023 for which they were required to reimburse us. For additional information regarding our executive officers’ use of our corporate aircraft, see
“Executive Compensation—Compensation Discussion and Analysis—Principal Components of Our Executive Compensation Program—Additional Compensation Practices—Other“Other Benefits and Perquisites” below.
36 | RenaissanceRe 20232024 Proxy Statement | 33
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Housing Arrangements with Executive Officers
As discussed under
“Executive Compensation—Compensation Discussion and Analysis—Principal Components of Our Executive Compensation Program—Additional Compensation Practices—Other“Other Benefits and Perquisites” below, we provide housing allowances to certain of our named executive officers, as well as to other executive officers and employees. The amount of the housing allowance is included in the Summary Compensation Table for each named executive officer (see
“Executive Compensation—Executive Compensation Tables—All“All Other Compensation Table” below). Our executive officers pay imputed income tax on the value of these benefits and are not entitled to tax gross-ups on any perquisites. In 2021, one of our subsidiaries acquired a property in Bermuda previously subject to a long-term lease and subsequently leased this property to Mr. O’Donnell for his Bermuda residence at market rates, consistent with his historical housing benefits.
RenaissanceRe provides support to various charitable organizations in Bermuda and other communities in which we operate, including organizations that support insurance industry education and training, crime prevention, substance abuse prevention, affordable housing and educational assistance. As part of our efforts, we match donations made by our employees to appropriately registered charities up to certain maximum amounts and make direct charitable contributions. Certain of our executive officers and directors, director nominees, and spouses of certain of these persons, serve and have served as directors, officers or trustees of some of these organizations. We did not contribute more than $120,000 to any one charity in
20222023 for which any of our executive officers and directors, director nominees and spouses of certain of these persons served as a director, officer or trustee.
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RenaissanceRe 2023 Proxy Statement
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The Board’s Role and Key Responsibilities
Strategic Oversight
Our Board believes that long-range strategic issues should be discussed and reviewed at regular Board meetings. Our Corporate Governance Guidelines provide that the Board review and critique our strategic plan at least annually, with quarterly reviews of performance in comparison to the financial plan. Senior management and the full Board engage in long-term strategy discussions at least annually, and the Board and committees regularly receive updates from business function leaders on our performance against our tactical plans.
Our strategic plan drives the Board’s goal setting in many areas. For example, the goals of each Board committee are tied to the achievement of the strategic plan. The Governance and Human Capital Committee determines and measures compensation against the achievement of strategic goals and objectives.
Risk Oversight
We consider enterprise-wide risk management to be a key strategic objective and believe that our enterprise-wide risk management processes and practices help to identify potential events that may affect us; quantify, evaluate and manage the risks to which we are exposed; and provide reasonable assurance regarding the achievement of corporate objectives. For each identified and measured risk, we have identified (i) a day-to-day owner and management response, (ii) a process for monitoring and reporting on the risk, (iii) a senior management committee, and (iv) Board and/or committee oversight. We believe that this risk management process, along with our culture and focus on enterprise-wide risk management, ensures effective risk oversight by our Board.
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Board Oversight of ESG
We have an integrated approach to ESG governance, with cross-collaboration among our Board committees and management. Our Board and its committees are actively engaged in the oversight of environmental, social and governance initiatives and our management provides regular reports on progress and developments.
The Governance and Human Capital Committee, pursuant to its charter, is charged with overseeing, monitoring and reviewing our ESG policies, programs and practices. This oversight includes sustainability, health and safety, DEI and related matters. Our dedicated ESG team reports to the Governance and Human Capital Committee quarterly, and to the full Board at least annually, on our ESG initiatives and progress on implementation of our ESG strategy. In addition, the Governance and Human Capital Committee is actively engaged in the oversight of our employees, work environment, DEI initiatives and compensation practices, and receives regular updates from management on progress and developments, and our executive management team and Governance and Human Capital Committee receive regular reports on progress against our annual human resources tactical plans.
The consideration of the impacts of climate change is integral to our enterprise-wide risk management process. Certain aspects of ESG are monitored by the full Board or other committees. For example, the IRMC is charged with overseeing key financial risks, such as the financial risk of climate change. We have been progressively integrating the consideration of the financial risk of climate change into our governance frameworks, risk management processes, and business strategies over the past several years.
ESG Governance Structure
Board of Directors | | Board Committees | | Management | | Internal Collaboration |
Responsible for broad oversight of strategic planning and enterprise-wide risk management. | Oversee, monitor and review policies, programs and practices related to ESG matters. | Responsible for decision-making and execution based on areas of corporate focus. Regularly reports to the Board of Directors and its committees on key ESG topics. | ESG subject matter specialists collaborate to drive the continued development of our ESG strategy. |
Cross-Committee Risk and Strategy Oversight Collaboration
At their quarterly meetings, each committee reviews and discusses its current and future agendas in the context of our strategic plan and any new Company, industry or market information and identifies matters that should be discussed with other committees or the full Board. In addition, each standing committee reports to the full Board at each quarterly Board meeting. Our Audit, Governance and Human Capital, and Investment and Risk Management Committees coordinate their oversight of our financial and operating risks and routinely collaborate to address specific matters requiring coordination and cross-committee oversight. We believe that these collaborative efforts sustain high levels of enterprise-wide risk management and facilitate sound corporate governance.
Succession Planning
We believe that succession planning is key to ensuring effective risk oversight and execution of our strategy and that our succession planning programs ensure that the Board has appropriate oversight. On behalf of the Board, our Governance and Human Capital Committee collaborates with our Chief Executive Officer in the development and monitoring of our programs for emergency and long-term executive succession, generally on a quarterly basis. To foster diverse talent, we apply a DEI lens to the selection process for our leadership and management development programs. Individuals who we believe have potential for senior executive positions are identified to the Governance and Human Capital Committee, in part by utilizing the results of the Company’s internal review and feedback processes. The careers of these individuals are monitored to ensure that over time they have appropriate exposure both to the Board and to our businesses. These individuals interact with our Board in various ways, including through participation in Board meetings and other Board-related activities and meetings with individual directors. The Governance and Human Capital Committee regularly briefs the full Board on these matters.
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Annual Cash Retainers.
During 2022,2023, each of our non-employee directors other than the Non-Executive Chair of the Board received an annual cash retainer of $110,000.$125,000, increased from $110,000 in 2022. Our Non-Executive Chair of the Board received an annual cash retainer of $190,000. In addition, the Chairs of our Audit Committee, Governance and Human Capital Committee, and Investment and Risk Management Committee each received a committee chair cash retainer of $35,000. These amounts were consistent with the amounts paid in 2021.2022. If a non-employee director joins the Board after the start of the fiscal year, the director will be paid a prorated retainer based on the number of regularly scheduled Board meetings anticipated to be attended as director, subject to a minimum of 50% of the annual retainer fee.
We reimburse all directors for expenses incurred in connection with service on the Board, including reimbursement of expenses incurred in connection with attending educational seminars. The Non-Executive Chair of the Board is reimbursed for expenses incurred in connection with attending certain industry events and functions. Generally, spousal travel on our corporate aircraft in connection with a business-related trip of a director is permitted, with spousal travel added to the director’s reported U.S. federal income, as applicable, based on the standard industry fare level valuation method. There is no incremental cost to us of providing this benefit and we do not reimburse the directors for the additional tax associated with this benefit.
Equity Awards.
Our Governance and Human Capital Committee weighs directors’ compensation heavily in equity-based incentive awards to further align their interests with the long-term interests of our shareholders. During 2022,2023, each non-employee director other than the Non-Executive Chair of the Board received a grant of restricted shares valued at approximately $155,000,$165,000, and the Non-Executive Chair of the Board received a grant of restricted shares valued at approximately $305,000.$315,000. The amountvalues of these grants were consistent withwas increased by $10,000 from the 20212022 grants. Restricted shares granted to our non-employee directors generally vest in equal annual installments over three years. These restricted shares generally accelerate and vest on a director’s separation from service on the Board unless a director is requested to depart the Board for cause, in which case such restricted shares are forfeited. Dividends are paid currently on time-vested restricted shares. Non-employee directors who start mid-year receive a full-value annual restricted stock grant. The date of grant for such awards will be the director’s start date, and the awards will vest on the same dates as the regular director grants.
Limitation on Non-Employee Director Compensation.
Pursuant to the RenaissanceRe Holdings Ltd. 2016 Long-Term Incentive Plan (the “2016 LTI Plan”), the maximum value of any awards granted to any non-employee director in any one calendar year, taken together with any cash fees paid to such non-employee director during such calendar year, may not exceed $1,500,000.
Director Equity Ownership Policy; No Hedging or Pledging
Pursuant to our equity ownership policy for independent directors, which is designed to further our goal of aligning the interests of our directors and shareholders, each of our independent directors is required to hold common shares (including vested and unvested restricted shares) having a value equal to five times their then-current annual cash retainer or such lesser amount as the director has been granted to date. Our independent directors generally are not permitted to sell any of the equity granted to them unless they have met their ownership requirements. As of December 31,
2022,2023, all of our independent directors had satisfied their ownership requirements other than Mr. Gidumal, who did not join the Company until May 16,
2022.2022, and Dr. Jeworrek, who did not join the Company until May 9, 2023. However, Mr. Gidumal
isand Dr. Jeworrek are in compliance with our guidelines because
he isthey are not required to purchase shares in the open market in order to satisfy
histheir ownership requirements.
Our directors are subject to our anti-hedging, anti-pledging and other trading policies, which prohibit transactions in our securities outside of designated “window” periods (except pursuant to previously adopted and approved Rule 10b5-1 plans), hedging the market value of any of our securities, and short sales of, or margin loans on, our securities.
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| 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 (weighting):
● 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 (weighting):
● 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,
thetheir 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,the other continuing named executive officers, who report to Mr. O’Donnell and are members of our management governance committee, along with Mr. O’Donnell.
Mr. Brosnan’s percentage of at-risk pay is somewhat lower due to a different mix of short- and long-term incentives, consistent with other senior leaders in the organization at similar levels. Mr. Brosnan reports to Mr. Qutub and is not a member of the management governance committee.
The Governance and Human Capital Committee conducted an in-depth assessment of the competitive pay environment in
20222023 with input from its independent compensation consultant, Mercer, and determined that the compensation
changes that were made in 2021program continued to reflect the needs of the Company, with the majority of executive pay being at-risk and subject to successful execution against pre-set performance metrics. The
annual target pay mixes for the named executive officers were generally consistent with the prior year,
except for Mr. Marra and Ms. Bender, whose target pay mixes became more heavily weighted towards at-risk pay, as their roles changed and responsibilities increased during the year, with
slight increases of 1%-2%Mr. Marra being promoted to Executive Vice President and Group Chief Underwriting Officer and joining the management governance committee in
total pay at-risk, performance sharesJanuary 2023, and
time-vested restricted shares,Ms. Bender being promoted to Executive Vice President, Group General Counsel and
corresponding decreasesCorporate Secretary and joining the management governance committee in
salary and annual incentive bonus percentages.June 2022. The details of the
increasepay mix are discussed below under
“—Principal“Principal Components of Our Executive Compensation Program.”
44 | RenaissanceRe
In November 2023, Proxy Statement
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.
Table of Contents
The annual target pay mix for our Chief Executive Officer and each of our other continuing named executive officers for 20222023 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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Link Between Pay and Performance for
20222023
When reviewing the performance and considering the compensation of our named executive officers, the Governance and Human Capital Committee considers our strategic, operational and financial performance over both the short and long term. The Governance and Human Capital Committee evaluates and sets performance goals that are designed to be rigorous, with the goals set at the time of grant for all performance-based compensation.
In
2022, 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, our resulting performance against our compensation metrics – operating return on average common equity, gross premiums written, relative combined ratio, change in book value per common share plus change in accumulated dividends and underwriting expense ratio, as well as our strategic goals – led to varied outcomes.reinsurance cycle. With respect to the performance metrics applicable to our annual incentive bonus, we saw strong performance against our strategic plan, and substantial growth in gross premiums written, but combined ratio compared to peers andwith the highest operating return on average common equity fell short ofin our peer group, the best combined ratio in our peer median.group, and gross premiums written above budget. As a result, our 20222023 annual incentive bonuses paid out at 121%182% of target.
For metrics applicable to our performance share awards, we achieved above-target performance on both metrics – average change in book value per common share plus change in accumulated dividends over the three-year performance cycle and three-year average underwriting expense ratio rank compared to peers. As a result, our performance shares for the
20202021 to
20222023 performance period paid out at
118%190%. The
graphgraphic below provides supplemental disclosure and should not be viewed as a substitute for the
“Pay Versus Performance” disclosure included in
“Executive Compensation—Pay“Pay Versus Performance.”
(1)
| Operating return on average common equity is a non-GAAP financial measure used in our annual incentive bonus program. A reconciliation of non-GAAP financial measures is included in “Appendix A.” |
46(2)
| The calculation of these metrics is described in more detail in “2023 Performance Share Metrics” below. |
48 | RenaissanceRe 20232024 Proxy Statement