RNR RenaissanceRe Holdings Ltd

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

RenaissanceRe Holdings Ltd.

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Letter To Our Shareholders

Dear Fellow Shareholders,

This year the Board 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-aligned executive compensation.

Financial Results and Momentum of Three Drivers of Profit

2022 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 attributable 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 contributing to a 21% decline in book value per share and (22)% return on average common equity. In the face of this significant industry and macroeconomic turmoil, we reported an operating return on average common equity of 6%⁽¹⁾. While we aspire to higher operating returns, this is a significant improvement from 2021, despite a similar level of industry catastrophe losses. This outcome was due to improvements in each of our Three Drivers of Profit – underwriting, fee and investment income, which are increasingly benefiting our financial results and making them more resilient to volatility. Specifically:

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 diversified our reinsurance business by adding new products, platforms, capabilities and capital. These actions have diversified our earnings, increased our leverage, and secured us 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 to casualty and specialty risk; successfully managing our capital to take advantage of opportunities in a highly volatile market; and demonstrating leadership and discipline at the January 1 renewal, resulting in an increased margin of safety for our shareholders.

	KEY ACHIEVEMENTS IN 2022
	$9.2 billion		$1.4 billion	Strong Growth
	Gross Premiums Written		capital raised in the Capital Partners business from third-party investors	in Casualty and Specialty Segment

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We believe that management’s strong execution of our strategy in 2022 supports long-term shareholder value creation. Consistent with our pay for performance philosophy, this strong execution, coupled with improved operating results, resulted in an above target annual incentive bonus this year. In addition, our performance shares paid out above target for the 2020 to 2022 performance period.

Governance and Nomination of New Director

In 2022 we saw the end to many travel restrictions and other disruptions related to COVID-19. While the Board exercised robust oversight throughout the pandemic, our directors have welcomed the return to a sense of normalcy 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 the diverse skills, viewpoints, experience, knowledge, and abilities of our directors have helped us successfully execute our strategy as we have expanded globally. As the Board evolves, we continue to look for ways to build on these perspectives and experiences.

In closing, we continued our consistent track record of strong execution in 2022. All three drivers of profit improved during the year, and we anticipate significant continued improvement in 2023.

Thank you for investing in RenaissanceRe. We will continue to work hard on your behalf to maximize shareholder value.

March 23, 2023

Sincerely,

James L. Gibbons Non-Executive Chair of the Board of Directors

Kevin J. O’Donnell President and Chief Executive Officer

Increased Contributions			Consistent Commitment			Increased Scalability
from diversified earnings streams			to our strategy as a global reinsurer			of our global platform

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Notice of Annual General
Meeting of Shareholders

		Date and Time Tuesday, May 9, 2023 8:30 a.m. Atlantic Time
		Location Renaissance House 12 Crow Lane Pembroke HM 19 Bermuda
		Who Can Vote Owners of our common shares as of March 9, 2023 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 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

Voting Items			Board Vote Recommendation			For Further Details
1.	Election of four Class I director nominees			“FOR” each director nominee		Page 15
2.	Advisory vote on the compensation of our named executive officers			“FOR”		Page 42
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 2023 fiscal year and the referral of the auditor’s remuneration to the Board of Directors			“FOR”		Page 81

Shareholders will also act on other business that properly comes before the meeting.

Please Vote Your Shares

We encourage shareholders to vote promptly, as this will save the expense of additional proxy solicitation.

By Order of the Board of Directors,

Shannon L. Bender

Corporate Secretary

Important Notice of Internet Availability of Proxy Materials 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. This proxy statement includes instructions on how to access these materials (including our proxy statement and 2022 annual report to shareholders) online.

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Proxy Summary

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 2023 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 Four Class I Director Nominees
		The Board recommends a vote FOR each director nominee		See page 15
	PROPOSAL 2
	Advisory Vote on the Compensation of Our Named Executive Officers
		The Board recommends a vote FOR this proposal		See page 42
	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. as Our Independent Registered Public Accounting Firm for the 2023 Fiscal Year and the Referral of the Auditor’s Remuneration to the Board of Directors
		The Board recommends a vote FOR this proposal		See page 81

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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	Audit Committee
	Chair	CG & HCMC	Corporate Governance and Human Capital Management Committee
	Member	IRMC	Investment and Risk Management Committee
*	Pending Election	TC	Transaction Committee
		OC	Offerings Committee

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Board Snapshot

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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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Environmental and Corporate Citizenship Highlights

Our commitment to ESG 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. Our Board recognizes the importance of investing time and resources in business practices that emphasize 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 ESG 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:

		For additional information on our ESG and Human Capital Management activities, see our dedicated ESG webpage (www.renre.com/about-us/esg-at-renaissancere), 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 Report

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.

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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.

Our employees are our most valuable asset, and we are committed to maintaining a culture that supports every one of our employees 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.

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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:

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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.”

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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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Corporate Governance

	PROPOSAL 1
	Election of Four Class I Director Nominees
	The Board unanimously recommends that shareholders vote FOR the election of Mr. Bushnell, Mr. Gibbons, Mr. Gidumal and Dr. Jeworrek.

Election of Directors

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 I 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 Gidumal and Torsten Jeworrek for election as Class I directors. If elected at the Annual Meeting, these Class I director nominees will serve until the expiration of their terms in 2026, or until their earlier resignation or removal.

Mr. Gidumal was elected to the Board at our 2022 Annual General Meeting and Mr. Bushnell and Mr. Gibbons were last elected to the Board at our 2020 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 I 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. 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.

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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) insurance. Our mission is to match desirable, well-structured risks 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 protect communities and enable prosperity. Our strategy focuses on 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 to effectively oversee our business strategy. 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
			Insurance/ Reinsurance Operations			Investments/ Asset Management
			Financial & Audit			International
			Strategic Transactions			Public Company CEO
			ESG/ Sustainability			Talent/Human Capital
			Data Analytics/ Digital			Technology/ Cybersecurity

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Director Nominees

Class I Director Nominees (whose terms, if elected, expire in 2026)

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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)

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Class III Directors (whose terms expire in 2025)

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Board Composition and Effectiveness

We believe the Board benefits from a holistic approach to board composition. 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.

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.

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
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
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

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:

Director Qualifications

As discussed in our Corporate Governance Guidelines, we do not set specific criteria for directors, but believe that candidates should show evidence of leadership in their particular field, and have broad experience and the ability to exercise sound business judgment. In selecting directors, the Board generally seeks a combination of qualities and experience that will contribute to the exercise of the duties of the Board, including active or former chief executive or senior officers of major complex businesses,

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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
	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 of 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 light 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 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.

Commitment to Board Diversity

Our Board believes that the backgrounds and qualifications of the directors and director nominees, 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.

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. Our Corporate Governance Guidelines formalize our commitment to source diverse Board candidates.

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 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 in 2022. 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:

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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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

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.
Periodic Use of Independent Third Parties		From time to time, the Board engages independent third parties to review the Board’s practices and procedures and assess its effectiveness.
Committee Self-Evaluations		Each standing committee of the Board performs a comprehensive annual self-assessment as part of the Board’s overall governance effectiveness review and assessment.
Board Chair Assessment		The Chair of the Governance and Human Capital Committee, along with the Board members, reviews the performance of the Non-Executive Chair of the Board.
Incorporation of Feedback		Results are compiled and discussed by the Board and each committee, and changes in practices, Board composition and procedures are recommended by the Governance and Human Capital Committee as necessary.

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.

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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Board Structure and Processes

Our Commitment to 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:

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.

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Code of Ethics

Our Code of Ethics applies to all of our directors and employees, including our principal executive officer, principal financial officer, and principal accounting officer, and all of our employees performing financial or accounting functions. Our Code of Ethics is available without charge on our website, www.renre.com, under “Investors—Corporate Governance.” We will also provide a printed copy of our Code of Ethics to any shareholder upon request. We intend to disclose any amendments to our Code of Ethics by posting them on our website. Any waivers of our Code of Ethics applicable to our directors, principal executive officer, principal financial officer, principal accounting officer, controller and other executive officers who perform similar functions will be disclosed by filing a Current Report on Form 8-K with the SEC.

Board Leadership Structure

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.

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Director Engagement

Meetings and Attendance

Our Board held the following meetings of the Board and committees during 2022:

Each of our directors attended 75% or more of the meetings of the Board and committees of the Board on which they served during 2022 (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, it is the practice of our Board to attend our annual general meetings of shareholders. Nine of our directors attended our 2022 Annual General Meeting, which was held on May 16, 2022 in Bermuda. Two directors were unable to attend due to illness.

Executive Sessions

Separate executive sessions of our non-management directors are held in conjunction with each regular quarterly Board meeting. The Non-Executive Chair of the Board presides at these executive sessions of the Board. The 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.

In 2022, we reached out to our shareholders			We engaged with shareholders in multiple ways				We discussed a number of topics with shareholders
We spoke with shareholders representing over 60% of shares outstanding.				Quarterly financial results conference calls			Purpose and long-term strategy   Financial performance and three drivers of profit   ESG strategy, including diversity, equity and inclusion   Executive compensation   Capital management framework   Management of climate change
				Annual Letter to Shareholders
				Regular participation in industry conferences
				One-on-one shareholder meetings
				Press releases and our investor website

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Communicating with the Board

Any shareholder or other party may communicate directly with the Board, any committee of the Board, any member of the board or our non-management directors as a group by writing to the intended recipient in the care of the Corporate Secretary. Shareholders can send communications 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.

Committees of the Board

The Board maintains three principal standing committees: the Audit Committee, the Governance and Human Capital Committee, and the Investment and Risk Management Committee. The primary responsibilities of these committees are summarized below and more fully described in their charters. These committees may delegate any of their responsibilities to a subcommittee composed of one or more members of the committee. In addition, the Board maintains 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.

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

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Corporate Governance and Human Capital Management Committee

Governance and Human Capital Committee Advisors

The Governance and Human Capital Committee has the authority to select, retain and dismiss compensation consultants, financial and other advisors and independent legal counsel as it deems necessary in accordance with the procedures set forth in the charter and considering independence and potential conflicts of interest. For a discussion regarding our independent compensation consultant, please see “Executive Compensation—Compensation Discussion and Analysis—Compensation Determination Process—Role of Compensation Consultants” below.

In addition, our Governance and Human Capital Committee reviews our compensation programs for consistency with our risk management practices and to assist us in structuring our programs in a manner that aligns our executives and employees with the long-term interests of shareholders in light of the market cycles and earnings volatility that characterize our industry. For a discussion regarding our compensation policies and practices as they relate to our risk management see “Executive Compensation—Compensation Discussion and Analysis—Compensation Governance—Compensation and Risk Management” below.

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Compensation Committee Interlocks and Insider Participation

Mr. Gibbons, Mr. Gidumal, Mr. Klehm and Ms. Trudell served on the Governance and Human Capital Committee during the 2022 fiscal year. No member of the Governance and Human Capital Committee during the 2022 fiscal year was an officer or employee of the Company during the 2022 fiscal year or was formerly an officer of the Company, or had any relationship requiring disclosure by the Company as a transaction with a related person under Item 404 of Regulation S-K (“Regulation S-K”) of the U.S. Securities Act of 1933, as amended (the “Securities Act”). No executive officer of the Company served on any board of directors or compensation committee of any other company for which any of our directors served as an executive officer at any time during the 2022 fiscal year.

Investment and Risk Management Committee

Special Purpose Committees

Transaction Committee

The Transaction Committee presently consists of Messrs. Gibbons, Gray and O’Donnell (Chair). The Transaction Committee has the authority of the Board to consider and approve, on behalf of the full Board, certain strategic investments and other possible transactions.

Offerings Committee

The Offerings Committee presently consists of Messrs. Gibbons, Gray and O’Donnell (Chair). The Offerings Committee has the authority to consider and approve, on behalf of the full Board, transactions pursuant to our shelf registration program, including setting the terms, amount and price of any such offering.

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.

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Relationship with BlackRock, Inc.

BlackRock, Inc. (“BlackRock”) reported a beneficial ownership interest of more than 5% of our common shares as of December 31, 2022. Affiliates of BlackRock provide investment management, risk analytics and investment accounting services to us. During 2022, we incurred $6.0 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 from Coralisle in 2022, and paid claims to Coralisle of approximately $12,000 in 2022. We renewed certain of these reinsurance contracts in December 2022 and we expect to receive premiums of approximately $0.2 million from Coralisle in 2023 as a result of those renewals. To date in 2023, we have paid approximately $7,000 of 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 Company

State Farm Mutual Automobile Insurance Company (“State Farm”) reported a beneficial ownership interest of more than 5% of our common shares as of December 31, 2022. From time to time we have entered into, 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 million in reinsurance premiums from State Farm. State Farm is also an investor in RenaissanceRe-managed vehicles Top Layer Reinsurance Ltd., DaVinciRe Holdings Ltd. and Fontana Holdings L.P. and its subsidiaries.

Use of Company Aircraft

Pursuant to their employment agreements, members of our management governance committee, which consists of Mr. O’Donnell, Shannon Bender, Ian Branagan, Ross Curtis, David Marra and Robert Qutub, 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) of our fractional interest program with NetJets Aviation Inc. (“NetJets”). Since 2020, in light of concerns for safety and continuing commercial travel limitations stemming from the COVID-19 pandemic, 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 2022 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 Benefits and Perquisites” below.

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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 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 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.

Charitable Donations

RenaissanceRe provides support to various charitable organizations in Bermuda and other communities in which we operate, including organizations that support insurance industry education and training, crime prevention, substance abuse prevention, affordable housing and educational assistance. As part of our efforts, we match donations made by our employees to appropriately registered charities up to certain maximum amounts and make direct charitable contributions. Certain of our executive officers and directors, director nominees, and spouses of certain of these persons, serve and have served as directors, officers or trustees of some of these organizations. We did not contribute more than $120,000 to any one charity in 2022 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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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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Risk Management Process

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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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Director Compensation

2022 Director Compensation Table

The following table sets forth information concerning compensation paid to each director who served on the Board during 2022, other than Mr. O’Donnell, whose compensation as our President and Chief Executive Officer is set forth under “Executive Compensation—Executive Compensation Tables—2022 Summary Compensation Table” below:

Director Compensation Program

The Governance and Human Capital Committee reviews director compensation annually. While the Governance and Human Capital Committee does not target specific director pay levels against market data, with the assistance of Mercer (U.S.) Inc. (“Mercer”), its independent compensation consultant, the Governance and Human Capital Committee analyzes the competitiveness of our director compensation using market data for non-employee directors of the same group of peer companies used to evaluate executive compensation (see “Executive Compensation—Compensation Discussion and Analysis—Compensation Determination Process—Peer Group—The Market for Talent” below). The Governance and Human Capital Committee reviews both the structure and amount of non-employee director compensation paid at these companies. In addition, since the talent market for directors is broader than the market for executives, the Governance and Human Capital Committee also reviews director compensation among companies in the S&P 500 indices. In connection with its annual 2022 review, the Governance and Human Capital Committee determined not to increase non-executive director compensation.

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Annual Cash Retainers. During 2022, each of our non-employee directors other than the Non-Executive Chair of the Board received an annual cash retainer of $110,000. Our Non-Executive Chair of the Board received an annual cash retainer of $190,000. In addition, the Chairs of our Audit Committee, Governance and Human Capital Committee, and Investment and Risk Management Committee each received a committee chair cash retainer of $35,000. These amounts were consistent with the amounts paid in 2021. 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, each non-employee director other than the Non-Executive Chair of the Board received a grant of restricted shares valued at approximately $155,000, and the Non-Executive Chair of the Board received a grant of restricted shares valued at approximately $305,000. The amount of these grants were consistent with the 2021 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, all of our independent directors had satisfied their ownership requirements other than Mr. Gidumal, who did not join the Company until May 16, 2022. Mr. Gidumal is in compliance with our guidelines because he is not required to purchase shares in the open market in order to satisfy his 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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Executive Officers

Our executive officers provide functional oversight of our business units and have primary responsibility for setting Company policy and decision-making authority. Our executive officers, as defined in the Exchange Act, include our Chief Executive Officer, Chief Financial Officer, Chief Portfolio Officer, Group Chief Risk Officer, Chief Investment Officer, Group General Counsel, Group Chief Underwriting Officer and Chief Accounting Officer.

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Executive Compensation

	PROPOSAL 2
	Advisory Vote on the Compensation of our Named Executive Officers
		The Board unanimously recommends that shareholders vote FOR the approval of the compensation of the Company’s named executive officers, as disclosed in the Compensation Discussion and Analysis, compensation tables and narrative discussion contained in this proxy statement.

Overview of Proposal

We are submitting to our shareholders an advisory vote, commonly known as a “say-on-pay” proposal, to approve the compensation of our named executive officers as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K. This advisory vote gives shareholders a mechanism to convey their views about our executive compensation program and policies. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement. The following resolution will be submitted for a shareholder vote at our Annual Meeting:

“RESOLVED, that the shareholders of the Company approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the proxy statement for the Company’s Annual General Meeting pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.”

Recommendation and Vote Required

The Board urges you to review carefully the information under the heading “Executive Compensation” in this proxy statement and to vote, on an advisory basis, to approve the compensation of our named executive officers. Although your vote on executive compensation is not binding on the Board or the Company, the Board values the views of the Company’s shareholders. The Board and the Governance and Human Capital Committee will review the results of the vote and take them into consideration in addressing future compensation policies and decisions.

Approval of this proposal requires the affirmative vote of a majority of the votes cast at the Annual Meeting and entitled to vote thereon.

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Compensation Discussion and Analysis

Our named executive officers are:

Executive Summary

Our Strategy and Compensation Philosophy

RenaissanceRe is a global provider of reinsurance and insurance that specializes in matching well-structured risks with efficient sources of capital. Our mission is to match desirable, well-structured risks 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 protect communities and enable prosperity. We seek to accomplish these goals by (i) being a trusted, long-term partner to our customers for assessing and managing risk, (ii) delivering responsive and innovative solutions, (iii) leveraging our core capabilities of risk assessment and information management, (iv) investing in these core capabilities in order to serve our customers across market cycles, and (v) keeping our promises. Our strategy focuses on superior risk selection, superior customer relationships and superior capital management.

We have a team-based approach to leading, managing and operating the Company. Our executives develop and implement our strategy on a Company-wide basis, in addition to being responsible for their specific business units and functions. Our executive compensation program is designed to reflect this approach, rewarding executives based on overall Company performance.

	Our executive compensation program is designed to:		We do this by:
	●  support our strategy and risk management practices;   ●  align the interests of our executives with the long-term interests of our shareholders;   ●  encourage operational and financial consistency over the market cycles and earnings volatility that are inherent and unique to our industry; and   ●  promote our team-based approach.		●  making a meaningful portion of named executive officer compensation at-risk pay through annual incentive bonuses and long-term incentive awards; ●  rewarding our named executive officers based primarily on our overall performance rather than the performance of individual business units or functions; and ●  requiring our named executive officers to own a significant number of our shares and prohibiting pledging, hedging and similar transactions of our shares.

Over the last several years, we have executed on our multi-year strategy to transform our business and position RenaissanceRe to succeed in the rapidly evolving reinsurance market. We have differentiated and selectively grown our underwriting portfolio in response to market conditions and the ongoing impacts of climate change. Over time, we have successfully grown our three principal drivers of profit: underwriting income; fee income; and investment income. We believe the successful implementation of our strategy is a reflection of the experience and skill of our leadership, including our named executive officers who have a combined 100 years of experience at RenaissanceRe, and that these qualities, along with our superior underwriting and the expertise of our RenaissanceRe Risk Sciences Inc. subsidiary, make us uniquely positioned. With these changes and our overall increase in scale, we are a more complex, matrixed organization requiring enhanced management oversight to appropriately align our controls and risk environment to maximize shareholder returns and support the long-term sustainability of the Company.

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2022 Executive Compensation Highlights

To achieve the goals of our executive compensation program, the Governance and Human Capital Committee ties a significant portion of the compensation of our Chief Executive Officer and other named executive officers to the Company’s short- and long-term performance. We measure success against a mix of key performance metrics, the majority of which are objectively measurable. We believe this mix of metrics aligns the interests of our executives and shareholders and rewards our Chief Executive Officer and other named executive officers for delivering strong performance on our strategic plan without incentivizing excessive risk taking.

	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, the target pay mix varies among our named executive officers. Mr. O’Donnell has the highest overall percentage of performance-based and at-risk pay, followed by Messrs. Qutub, Curtis and Branagan, 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 2022 and determined that the compensation changes that were made in 2021 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 target pay mixes for the named executive officers were generally consistent with the prior year, with slight increases of 1%-2% in total pay at-risk, performance shares and time-vested restricted shares, and corresponding decreases in salary and annual incentive bonus percentages. The details of the increase are discussed below under “—Principal Components of Our Executive Compensation Program.”

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The target pay mix for our Chief Executive Officer and each of our other named executive officers for 2022 was:

Kevin J. O’Donnell
Robert Qutub
Ross A. Curtis
Ian D. Branagan
Sean G. Brosnan

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Link Between Pay and Performance for 2022

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, as a result of significant weather-related loss events and the volatility 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.

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 and operating return on average common equity fell short of the peer median. As a result, our 2022 annual incentive bonuses paid out at 121% 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 2020 to 2022 performance period paid out at 118%. 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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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 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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We believe the effectiveness of our pay-for-performance philosophy is further illustrated by the graphs below, which show the alignment of our Chief Executive Officer’s five-year realizable pay with return on average common equity, change in book value per common share and combined ratio over the same period. Each graph is based on the most recently available complete compensation peer group proxy data. As shown below, on each of these key strategic metrics, our Chief Executive Officer’s realizable pay over the last five years was aligned with our performance versus our peers. The graphs below provide supplemental disclosure and should not be viewed as a substitute for the “Pay Versus Performance” disclosure included in “Executive Compensation – Pay Versus Performance.”

5-Year Realizable Pay vs. 5-Year ROACE Average Performance Rank(1)		5-Year Realizable Pay vs. 5-Year BVPS Growth Performance Rank(1)

Realizable Pay vs. 5-Year Average GAAP Combined Ratio Performance Rank

Source: S&P Capital IQ databases.

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Our Say-on-Pay Vote

Executive Compensation Best Practices

We have always been, and remain, committed to continually reviewing and improving our executive compensation program to reflect the views of our shareholders and implement commonly-viewed best practices. Some highlights of the best practices we have implemented in our executive compensation program include the following:

	Tie Pay to Performance, with a Goal-Setting Process Aligned to Shareholder Returns    Robust Share Ownership Guidelines   Clawback Policy for Incentive Compensation   Minimum Vesting Periods for Equity Awards   Independent Compensation Consultant   Active Shareholder Engagement   Maximum Payout Cap for Long-Term Incentives and Annual Incentive Bonus   Double-Trigger Severance and Vesting in the Event of a Change in Control   Fixed Share Reserve for Equity Awards				No Tax Gross-ups for Excise Taxes or Perquisites   No Special Retirement Arrangements for Executive Officers   No Option or Stock Appreciation Rights Repricing   No Hedging, Pledging or Unapproved Trading Plans   No Dividends or Dividend Equivalents Paid on Unvested Performance Shares   No Vesting of Performance Shares if Threshold Performance Not Met

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Executive Compensation Determination Process

In order to design an executive compensation program that aligns the interests of our executives with the long-term interests of our shareholders, our Governance and Human Capital Committee leads a rigorous and continuous process evaluating our executive compensation program throughout the year.

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Roles and Responsibilities

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Peer Group

The Market for Talent

Our ability to attract and retain talented executive officers is critical to achieving our strategic goals. We believe that the pool of candidates that meet our criteria is small and that competition for talent continues to increase.

While the Governance and Human Capital Committee does not target specific compensation component levels or total compensation of the named executive officers against market data, it periodically assesses the competitiveness of the compensation levels of our named executive officers and considers the overall competitive market in which we operate. With the assistance of management and its independent compensation consultant, Mercer, the Governance and Human Capital Committee uses market data of a group of peer companies to conduct this assessment.

Peer Selection

The Governance and Human Capital Committee dedicates significant time and effort to developing a relevant compensation peer group for the Company and works with Mercer and management to regularly review and assess the peer group to evaluate its continued applicability. Our compensation peer group is composed of companies with significant reinsurance operations and risk portfolios that are comparable to ours, taking into account the criteria described below.

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In selecting peers, the Governance and Human Capital Committee considers the following key criteria:

Key Criteria when Identifying Peer Group Companies

In February 2022, the Governance and Human Capital Committee assessed and determined the composition of our compensation peer group for 2022. Our peer group for 2022 remained consistent with our peer group from 2021. The following nine companies comprised our compensation peer group for 2022:

Due to industry consolidation, the number of standalone publicly traded companies that meet the above criteria has decreased over the past several years. Nevertheless, we believe this is still a carefully considered peer group comprised of companies that we compete with for business and executive talent. We also monitor the compensation practices of other non-traditional entrants into our industry with which we compete for talent to inform our compensation program design and determinations.

As discussed below under “—Principal Components of Our Executive Compensation Program,” in addition to using our compensation peer group to set and analyze our executive compensation program and levels, we also used this peer group of companies to measure certain performance metrics for annual incentive bonuses for 2022.

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Managing Dilution

Management and the Governance and Human Capital Committee balance the goal of aligning the interests of our executives and employees with the long-term interests of shareholders with active monitoring of our equity-based grant practices and potential for shareholder dilution. In determining 2022 equity-based grants, the Governance and Human Capital Committee and the Board considered our prior equity grant practices, currently outstanding equity awards, and the impact on shareholder dilution of these instruments and of contemplated grants. We periodically analyze the impact of our equity-based grants on dilution and share plan utilization models used by our institutional shareholders and by third parties who issue proxy voting recommendations.

Principal Components of Our Executive Compensation Program

Salary

Base salaries provide a fixed component of compensation at a competitive level to attract and retain executives. Salaries for our named executive officers are based on several factors, including the scope of job responsibilities, experience, expertise, performance and competitive market compensation. From time to time, salaries may be adjusted to reflect promotions, increases in responsibilities and competitive considerations. In 2022, Mr. Branagan received a 4.5% salary increase to reflect our assessment of the market landscape.

Annual Incentive Bonus

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

We believe that our performance-based annual incentive bonus process fosters relative internal pay equity and aligns employees with overall corporate results in a manner consistent with our team-based compensation philosophy and organizational culture.

Annual Incentive Bonus Mechanics

At the beginning of each year, in connection with its annual compensation review, the Governance and Human Capital Committee determines a target level for each named executive officer’s annual incentive bonus. At the same time, the Governance and Human Capital Committee selects and approves the financial performance metrics and strategic accomplishments that will be used to determine the ultimate amount of the annual incentive bonus. This includes establishing specific targets, thresholds and maximums for each of the performance metrics.

Following year end, the Governance and Human Capital Committee measures our performance against the approved financial metrics and strategic accomplishments to determine a “business performance factor.” The business performance factor is equal to the sum of the outcomes for each performance metric, calculated as the percentage achievement multiplied by its relative weight, and subject to a maximum. Bonus allocations for all employees, including our named executive officers, are then made from a pool funded by multiplying the aggregate target bonuses by the business performance factor after adjusting for individual performance and contributions.

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2022 Annual Incentive Bonus Determinations

The target levels, as a percentage of base salary, for our named executive officers’ 2022 annual incentive bonuses are the same as the 2021 levels:

These amounts were determined by the Governance and Human Capital Committee based on its annual analysis of the competitiveness of our executive compensation program, which is conducted with the assistance of our independent compensation consultant Mercer. The Governance and Human Capital Committee believes these amounts reflect our competitive position in the industry and support our goal of having a significant portion of our named executive officer pay be at-risk.

Performance Metrics

For 2022, the Governance and Human Capital Committee approved a mix of financial performance metrics and strategic accomplishments in its annual incentive bonus determinations, as set forth below. The Governance and Human Capital Committee believes that each financial performance metric represents an important measure of the financial success of our business, and, together with the strategic accomplishments, serve to balance risk and reward and drive achievement of our strategic goals.

The performance metrics approved by the Governance and Human Capital Committee for 2022 are set forth below.

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The strategic accomplishments approved by the Board for 2022 included:

Full details of the specific targets, thresholds and maximums for each metric, as well as the actual results for 2022, are set forth in the graphic below. For each performance metric, an actual result below the set threshold would result in no payout related to that metric.

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2022 Payout Determination

In February 2023, the Governance and Human Capital Committee reviewed the Company’s performance for the 2022 fiscal year and the payout formula for determining the business performance factor. Performance against financial metrics is calculated formulaically based on actual results and, in February 2023, the Governance and Human Capital Committee determined that it would not exercise discretion to reduce the payout determination. To determine performance against strategic accomplishments, the Governance and Human Capital Committee reviews detailed information provided by management regarding progress on each of the various pre-established goals and consults with the Audit Committee, the Investment and Risk Management Committee, and the Non-Executive Chair of the Board, then gives a score to each area and averages the results to determine a final “strategic projects score” that corresponds to a pre-established payout percentage. The Governance and Human Capital Committee believes that, as discussed above under “—Executive Summary—Link Between Pay and Performance for 2022,” the Company performed very well against the pre-established strategic accomplishments for the annual incentive bonuses for 2022.

Based on our actual performance achievements, the Governance and Human Capital Committee established an overall business performance factor of 121% of target for 2022 (in accordance with the formula described above) and determined that the actual annual incentive bonus for 2022 for each named executive officer would be equal to our business performance factor of 121%, multiplied by his target bonus amount.

The target and actual annual incentive bonuses for 2022 for each of our named executive officers, as determined by the Governance and Human Capital Committee, are set forth in the table below:

Long-Term Incentives

Our long-term incentive awards link the compensation of our named executive officers directly to corporate performance over the long term. These awards make up a significant component of total direct compensation. For Messrs. O’Donnell, Qutub, Curtis and Branagan, who are members of our management governance committee, the long-term incentive award consists of a combination of performance shares and time-vested restricted shares. Consistent with other senior leaders in the organization who are not members of the management governance committee, Mr. Brosnan’s award consists of time-vested performance shares only. The combination of awards with performance-based and service-based vesting supports our pay-for-performance philosophy by encouraging long-term performance, retention and shareholder value-creation and fostering an ownership culture.

Long-Term Incentive Award Mechanics

Generally, the Governance and Human Capital Committee makes annual long-term incentive awards to the named executive officers in connection with its annual review of compensation in the first quarter of the year, after results for the preceding fiscal year become available and after review and evaluation of each executive officer’s performance, enabling the Governance and Human Capital Committee to consider both the prior year’s performance and expectations for the succeeding year in making grant decisions. The annual grants have historically had an effective date of March 1 of each year. The Governance and Human Capital Committee may also grant equity awards from time to time to reflect promotions, special achievements, new hires or retention needs.

Time-vested restricted shares generally vest in four equal annual installments subject to continued service with the Company. Performance share awards generally have a three-year performance period, and cliff vest at the end of a three-year service period.

The Governance and Human Capital Committee reviews the terms and conditions of our performance shares at least annually to assess alignment with our strategic plan. It selects the performance metric or metrics that will be used, and sets specific targets, thresholds and maximums.

Dividends are generally payable currently with respect to time-vested restricted shares. Dividends are accrued on unvested performance shares and are paid without interest at the same time as the underlying shares vest. No dividends are paid on forfeited performance shares.

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2022 Long-Term Incentive Award Determinations

The annual long-term incentive awards granted to our named executive officers in 2022 are set forth in the following table:

2022 Performance Share Metrics

In 2022, the Governance and Human Capital Committee granted performance share awards with the same terms and metrics as the awards it granted in 2021, which include a three-year performance period and two performance metrics. The Governance and Human Capital Committee believes these terms and metrics continue to align with the Company’s current business, risk and investment portfolios.

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In addition, consistent with the 2021 performance share awards, the maximum payout for the 2022 performance share awards is 200% for all named executive officers. The performance metrics and corresponding vesting levels for the 2022 performance share awards are set forth in the following table:

If performance falls between threshold and target or between target and maximum, vesting level (as a percent of target) is determined using linear interpolation. The Governance and Human Capital Committee has the authority to consider downward adjustments in conjunction with any vesting of performance shares but may not make any upward adjustments.

To determine average underwriting expense ratio rank relative to our peers for the purposes of payout of our performance shares granted in 2022, the Governance and Human Capital Committee, in consultation with Mercer and management, selected an expanded group of peers that included all of the companies in our compensation peer group, plus nine additional companies. The following 17 companies comprised our performance share peer group for 2022:

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Performance Share Measurement For 2022

In February 2023, the Governance and Human Capital Committee reviewed and approved the payout formula for the average change in book value per common share and three-year average underwriting expense ratio rank compared to peers for the 2020 to 2022 performance cycle, for purposes of determining the vesting amount for the performance shares granted to the named executive officers other than Mr. Brosnan in 2020.

The following table illustrates actual performance achieved and shares earned for performance shares granted in 2020 across the three-year performance cycle, which resulted in an overall payout of 118% of target.

Additional Compensation Practices

Other Benefits and Perquisites

Messrs. O’Donnell, Brosnan and Qutub, our Bermuda-based, expatriate named executive officers, participate in a perquisite and benefit program that we believe furthers our goal of attracting and retaining key talent to our strategic Bermuda headquarters. Given the unique challenges of the Bermuda market, including travel to and from the island and the cost of living and maintaining a residence, we provide benefits and perquisites, such as personal travel and housing allowances and travel expenses to executive physicals, that are consistent with our competitors operating in this market and which we believe are necessary for recruitment and retention purposes. See “Corporate Governance—Board Structure and Processes—Certain Relationships and Related Transactions—Housing Arrangements with Executive Officers” above for additional information.

Our named executive officers other than Mr. Brosnan are also permitted Company-funded personal use of the corporate aircraft with a value up to the aggregate incremental cost to the Company of $85,000 per year. The aggregate incremental cost of the use of the corporate aircraft is calculated as the fully loaded variable rate of such aircraft. The named executive officers may also invite family members or other guests to fly on already scheduled corporate aircraft trips, for which there is no incremental cost to us. Since 2020, in light of concerns for safety and continuing commercial travel limitations stemming from the COVID-19 pandemic, the Governance and Human Capital Committee adopted a policy allowing our management governance committee members additional Company-funded personal use of our NetJets program. See “Corporate Governance—Board Structure and Processes—Certain Relationships and Related Transactions—Use of Company Aircraft” above for additional information. Messrs. O’Donnell and Brosnan are also entitled to the value of four and two round trips per year, respectively, on commercial airlines for themselves and each member of their respective immediate families.

We do not pay tax gross-ups on perquisites for our named executive officers. Our named executive officers pay imputed income tax on the value of these benefits.

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Change in Control and Post-Termination Payments

Our named executive officers may be entitled to vesting of equity-based incentive awards and other severance payments and benefits pursuant to the terms of our equity compensation plans and their employment agreements, and upon a qualifying termination of employment or a change in control. These benefits are described in detail under “—Executive Compensation Tables—Potential Payments Upon Termination or Change in Control” below. The Governance and Human Capital Committee views post-termination payments primarily as consideration for restrictive covenants applicable to our executives following termination of employment, which we believe are essential to the protection of our business given the specialized markets in which we compete. In addition, the Governance and Human Capital Committee believes that both the change in control and post-termination payments and benefits are necessary components of a competitive compensation program.

Compensation Governance

Clawback of Incentive Compensation

If our Board were to determine that an executive officer engaged in fraudulent or intentional misconduct, the Board would impose appropriate discipline, including possibly terminating the executive officer’s employment, initiating an action for breach of fiduciary duty, and/or, if the misconduct resulted in a significant restatement of our financial results, seeking reimbursement of any portion of performance-based or incentive compensation paid or awarded to the executive that was greater than the amount that would have been paid or awarded if calculated based upon the restated financial results. These remedies would be in addition to any actions that might be imposed by law enforcement agencies, regulators or other authorities. We also have a right to set off against certain amounts owing to the executive officers should they engage in certain activities that are detrimental to the Company.

In addition, Mr. O’Donnell’s employment agreement provides that incentive compensation (including both cash bonuses and equity awards) that is determined to have been earned based upon financial statements that were subsequently restated may be clawed back, or forfeited if unpaid, to the extent that such compensation would not have been earned based upon the restated financials. If the restatement is determined to have been due to Mr. O’Donnell’s misconduct, the clawback would apply to compensation paid within 60 months following our first filing with the SEC containing the financial statement that was restated. For restatements not determined to have been due to Mr. O’Donnell’s misconduct, our clawback rights apply only to compensation paid within 24 months following the first SEC filing containing the financial statement that was restated. In addition, our clawback rights apply to gains realized on sales of our securities in the 12 months following the first SEC filing containing a financial statement that is ultimately restated due to Mr. O’Donnell’s misconduct.

The Company continues to monitor its clawback provisions and will review and modify these provisions as necessary to reflect the final NYSE listing rules adopted to implement the compensation recovery requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Compensation and Risk Management

The Governance and Human Capital Committee evaluates the relationship between our executive and firm-wide compensation programs and policies and risk management on an annual basis. As discussed in this Compensation Discussion and Analysis, we design our compensation programs to incorporate a range of components that we believe help to mitigate potential risks while rewarding employees for pursuing our strategic and financial objectives through appropriate risk taking, risk management and prudent tactical and strategic decision making. The Governance and Human Capital Committee reviews the programs and policies on a regular basis in an effort to eliminate or mitigate potential risks arising from such programs and policies. In light of the market cycles and earnings volatility that characterize our industry, our efforts to align the interests of our executives and employees with the long-term interests of our shareholders and to assess whether our compensation structure, elements and incentives are reasonably likely to have a material adverse effect on the Company are ongoing. Senior executives representing our risk, legal and compliance, human resources, finance and internal audit functions, as well as the Governance and Human Capital Committee’s independent compensation consultant, are involved in this review process, which is conducted under the oversight of the Governance and Human Capital Committee. This process includes annual, individual executive sessions with the Group Chief Risk Officer, Group General Counsel, Head of Internal Audit, Chief Human Resources Officer and Global Corporate Controller in advance of the establishment of compensation metrics for the coming year. Based on this review, we do not believe that there are any risks arising from our compensation policies and practices for our employees that are reasonably likely to have a material adverse effect on us.

For additional information regarding our risk management practices, see “Corporate Governance—The Board’s Role and Key Responsibilities—Risk Oversight” above.

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Equity Ownership Requirements

Our named executive officers are subject to equity ownership guidelines. In keeping with our overall compensation philosophy, we believe that the equity ownership levels that they are required to maintain are high enough to assure our shareholders of our executives’ commitment to long-term value creation. Under our guidelines, our named executive officers are required to maintain ownership of our equity with a value equal to a multiple of salary as follows:

Equity ownership value is calculated by adding the value of common shares owned outright, time-vested restricted shares, and performance shares calculated at target achievement. A named executive officer is not required to purchase shares in the open market in order to satisfy their ownership requirements but is prohibited from selling any of the equity granted to them, other than automatic dispositions for tax withholding, until ownership requirements are satisfied.

As of December 31, 2022, all of our named executive officers had satisfied their ownership requirements. The table below shows the equity ownership for our named executive officers as of December 31, 2022, calculated in accordance with the methodology described above.

Anti-Hedging, Anti-Pledging and Other Insider Trading Policies

Our employees, including our named executive officers, are subject to our insider trading policies and practices, which prohibit:

It is the Board’s view that such activities are generally against the interest of our shareholders and could cause significant repercussions to us and our shareholders if allowed.

We believe that each of our named executive officers is in compliance with our anti-pledging, anti-hedging and other trading policies.

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Compensation Committee Report

The information contained in this report shall not be deemed to be “soliciting material” or to be “filed” with the Commission, nor shall such information or report be incorporated by reference into any future filing by us under the Securities Act, or the Exchange Act, except to the extent that we specifically incorporate it by reference in such filing.

We have reviewed and discussed with management the disclosure set forth under the heading “—Compensation Discussion and Analysis” in this proxy statement. Based on these reviews and discussions, we recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022. This report is provided by the following independent directors, who constitute the Governance and Human Capital Committee:

Henry Klehm III, Chair
Shyam Gidumal
Cynthia Trudell

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Executive Compensation Tables

2022 Summary Compensation Table

The following table sets forth compensation for our named executive officers in fiscal years 2022 and, to the extent required by SEC disclosure rules, fiscal years 2021 and 2020: