DEF 14A 1 rnr3994871-def14a.htm DEFINITIVE PROXY STATEMENT

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. )

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Filed by the Registrant

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Filed by a party other than the Registrant

CHECK THE APPROPRIATE BOX:
☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material under §240.14a-12

RenaissanceRe Holdings Ltd.

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

PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
☑		No fee required
☐		Fee paid previously with preliminary materials
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Table of Contents

2022

Notice of Annual General Meeting
of Shareholders and
Proxy Statement

RenaissanceRe Holdings Ltd.

Table of Contents

OUR
PURPOSE

is to protect communities and enable prosperity.

OUR
VISION

is to be the best underwriter.

OUR
MISSION

is to match desirable risk
with efficient capital.

Table of Contents

		Table of Contents
		02	Letter To Our Shareholders
		04	Notice of Annual General Meeting of Shareholders
		05	Proxy Summary
		16	Corporate Governance
		16	Proposal 1: Election of One Class I and Four Class III Director Nominees
		16	Election of Directors
		23	Board Composition and Effectiveness
		28	Board Structure and Processes
		37	The Board’s Role and Key Responsibilities
		40	Director Compensation
		42	Executive Officers
		44	Executive Compensation
		44	Proposal 2: Advisory Vote on the Compensation of Our Named Executive Officers
		45	Compensation Discussion and Analysis
		66	Compensation Committee Report
		67	Executive Compensation Tables
		80	Pay Ratio Disclosure
		81	First Amended and Restated 2016 Long-Term Incentive Plan
		81	Proposal 3: Approval of the RenaissanceRe Holdings Ltd. First Amended and Restated 2016 Long-Term Incentive Plan
		92	Audit Matters
		92	Proposal 4: Approval of the Appointment of Independent Registered Public Accounting Firm and Referral of the Determination of the Auditor’s Remuneration to the Board of Directors
		93	Additional Information Regarding Change of Independent Auditor
		93	Independent Registered Public Accounting Firm Fees
		94	Pre-Approval Policies and Procedures
		94	Audit Committee Report
		95	Security Ownership
		95	Security Ownership of Certain Beneficial Owners
		97	Security Ownership of Management
		98	General Information
		98	About the Proxy Materials and the Annual Meeting
		102	Additional Information
		104	Appendix A: Reconciliation of Non-GAAP Financial Measures
		107	Appendix B: First Amended and Restated 2016 Long-Term Incentive Plan


2022 Proxy Statement	1

Table of Contents

Letter To Our Shareholders

Dear Fellow Shareholders,

At the beginning of 2021, the Board of Directors and management set ambitious strategic objectives regarding growth, expenses and capital management. We worked closely together over the course of the year to achieve them through robust corporate governance, industry-leading enterprise-wide risk management and performance aligned executive compensation.

During the year, we grew gross premiums written by 35%, while at the same time returning over $1 billion to shareholders through share repurchases and dividends. This strong performance did not translate into strong bottom line profitability, as we reported a small net loss as well as a small operating profit. This performance must be put in perspective against one of the largest insured catastrophe loss years in our industry’s history, which was in excess of $125 billion. As a consequence, we reported significant catastrophe losses in the year. This, combined with net realized and unrealized losses in our investment portfolio and the impact of repurchasing our shares at a premium to book value, resulted in a decline of book value per common share of 4.5% and tangible book value per common share plus change in accumulated dividends of 4%⁽¹⁾.

Pay-for-Performance

Our executive compensation program is designed to reflect a pay-for-performance philosophy that is closely aligned with the creation of shareholder value. While we believe management executed our strategy well in a year with elevated catastrophe losses, our financial results and returns to shareholders were disappointing. As a result, the total compensation of our named executive officers decreased for the second year in a row. This was primarily reflected in an annual incentive bonus that was 13% below target, and in the forfeiture of previously granted performance shares.

This year, we are asking our shareholders to approve the First Amended and Restated 2016 Long-Term Incentive Plan, which is used for awards made to all eligible employees, to increase the number of common shares reserved for issuance under the plan by 925,000 common shares. The Board believes the increase in the share reserve is essential to our continued commitment to incentivizing employees by tying a significant portion of their compensation to the interests of our shareholders.

New Purpose, Vision and Mission

In 2021, the Company adopted new Purpose, Vision and Mission statements, which we separately address in greater detail in our individual letters included in our 2021 Annual Report. It is worth noting here, however, that their adoption represents a robust collaborative effort between the Board and management to communicate what is important to RenaissanceRe and achieve corporate governance best practices. We are proud of both the process and the result, as we believe our new Purpose, Vision and Mission statements create actionable guideposts that the Board, management, and all of RenaissanceRe’s employees and stakeholders can follow to better achieve our strategy.

⁽¹⁾	Change in tangible book value per common share plus change in accumulated dividends is a non-GAAP financial measure. A reconciliation of non-GAAP financial measures is included in “Appendix A.”


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Continued Focus on ESG

At both the Board and management level, we continued our commitment to our environmental, social and governance (“ESG”) strategy in 2021. In recognition of the historical oversight by the Board on developing talent, we renamed our Compensation and Corporate Governance Committee as the Corporate Governance and Human Capital Management Committee. In addition, we formalized that Committee’s oversight of certain ESG matters in its charter. We also identified climate change as a key financial risk overseen by the Investment and Risk Management Committee. You can read more about these changes, and other amendments to our governing documents, starting on page 8 of the proxy statement.

Each quarter during the year, management provided the Corporate Governance and Human Capital Management Committee a thorough update of recent ESG achievements, with additional updates to the full Board. As we previewed last year, in 2021 the Board formally assessed the execution of our ESG strategy as part of the strategic accomplishments pillar of our annual incentive bonus plan. You can read more about these ESG achievements in this proxy statement, on our corporate website and in Kevin’s Letter to Shareholders in our 2021 Annual Report.

Evolving Board Composition and Diversity

We are pleased to have nominated Shyam Gidumal to stand for election as an independent director of the Company at this year’s Annual General Meeting of Shareholders. His proven leadership across a variety of industries and innovative approach to operational change will bring an additional viewpoint and assist the Board in overseeing RenaissanceRe’s expanded global footprint on behalf of our shareholders.

Looking at the makeup of our Board, we are pleased with the diverse skills, viewpoints, experience, knowledge, and abilities of our directors. These varying perspectives help us execute our strategy in an evolving market.

In closing, thanks to the Board’s oversight, we executed our strategy strongly and consistently in 2021. We are excited about the many opportunities ahead of us and will continue to work hard on your behalf to maximize shareholder value. Thank you for investing in RenaissanceRe.

March 28, 2022

Sincerely,

James L. Gibbons

Non-Executive Chair of the Board of Directors

Kevin J. O’Donnell

President and Chief Executive Officer


2022 Proxy Statement	3

Table of Contents

Notice of Annual General Meeting of Shareholders

	Date and Time Monday, May 16, 2022 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 16, 2022 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 one Class I and four Class III and director nominees		“FOR” each director nominee	Page 16
2.	Advisory vote on the compensation of our named executive officers		“FOR”	Page 44
3.	Approval of the First Amended and Restated RenaissanceRe Holdings Ltd. 2016 Long-Term Incentive Plan		“FOR”	Page 81
4.	Approval of the appointment of PricewaterhouseCoopers Ltd. as our independent registered public accounting firm for the 2022 fiscal year and the referral of the auditor’s remuneration to the Board of Directors		“FOR”	Page 92

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 28, 2022. This proxy statement includes instructions on how to access these materials (including our proxy statement and 2021 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 2022 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
	PROPOSAL 1

Election of One Class I and Four Class III Director Nominees
	The Board recommends a vote FOR each director nominee	See page 16

	PROPOSAL 2
	PROPOSAL 2

Advisory Vote on the Compensation of Our Named Executive Officers
	The Board recommends a vote FOR this proposal	See page 44

	PROPOSAL 3
	PROPOSAL 3

Approval of the First Amended and Restated RenaissanceRe Holdings Ltd. 2016 Long-Term Incentive Plan
	The Board recommends a vote FOR this proposal	See page 81

	PROPOSAL 4
	PROPOSAL 4

Approval of the Appointment of PricewaterhouseCoopers Ltd. as Our Independent Registered Public Accounting Firm for the 2022 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 92


2022 Proxy Statement	5

Table of Contents

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 2023
	Shyam Gidumal IND Former President and Chief Operating Officer, WeWork Inc.	62	Nominee		*
Class III Term Will Expire in 2025
	Henry Klehm III IND Partner, Jones Day	63	2006		C
	Valerie Rahmani IND Former Chief Executive Officer, Damballa, Inc.	64	2017
	Carol P. Sanders IND Former Chief Financial Officer, Sentry Insurance a Mutual Company	55	2016
	Cynthia Trudell IND Former Chief Human Resources Officer, PepsiCo, Inc.	68	2019
Class I Term Expires in 2023
	David C. Bushnell IND Retired Chief Administrative Officer, Citigroup Inc.	67	2008	C
	James L. Gibbons IND Chairman, Harbour International Trust Company Limited	58	2008		I
	Anthony M. Santomero IND Former President, Federal Reserve Bank of Philadelphia	75	2008			C
Class II Term Expires in 2024
	Brian G. J. Gray IND Former Group Chief Underwriting Officer, Swiss Reinsurance Company Ltd.	59	2013
	Duncan P. Hennes IND Co-Founder and Managing Member, Atrevida Partners, LLC	65	2017
	Kevin J. O’Donnell President and Chief Executive Officer, RenaissanceRe Holdings Ltd.	55	2013				C	C

IND	Independent	AC	Audit Committee
C	Chair	CG & HCMC	Corporate Governance and Human Capital Management Committee
	Member	IRMC	Investment and Risk Management Committee
I	Interim Member	TC	Transaction Committee
*	Pending Election	OC	Offerings Committee


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Table of Contents

Board Snapshot

* Board Snapshot statistics assume the retirement of Ms. Hamilton and election of Mr. Gidumal.


2022 Proxy Statement	7

Table of Contents

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.

Board Independence
and Composition

Active
Oversight

Shareholder
Alignment

● Independent Non-Executive Chair of the Board

● Fully independent Audit, Corporate Governance and Human Capital Management, and Investment and Risk Management Committees

● Executive sessions of solely independent directors

● Majority vote standard for uncontested director elections

● Rigorous director evaluation and selection criteria to enhance Board effectiveness and refreshment

● Commitment to seek new Board candidates who embody all aspects of diversity, including racial, ethnic and gender diversity

● Board oversight of strategic planning and enterprise-wide risk management

● Enhanced management interaction and Board participation to ensure effective oversight during COVID-19 pandemic

● Active shareholder engagement

● Robust Code of Ethics and Conduct (“Code of Ethics”) for all directors and employees

● Board and Committee oversight of key ESG, diversity, equity and inclusion (“DEI”), and corporate social responsibility (“CSR”) initiatives

● CEO succession planning and management development pipeline, using a DEI lens

● Meaningful share ownership guidelines for all directors and named executive officers

● Anti-hedging, anti-pledging and insider trading policies

● At-risk pay as a percentage of total target compensation is 86% for our Chief Executive Officer and ranges from 69% to 79% for our other named executive officers

● Pay-for-performance philosophy guides executive compensation decisions

Recent Governance Enhancements

In February 2022, we renamed our Compensation and Corporate Governance Committee as the Corporate Governance and Human Capital Management Committee (the “Governance and Human Capital Committee”) to reflect the committee’s historical oversight of developing talent.

Additionally, in November 2021, we updated and modernized our Corporate Governance Guidelines and charters for our Audit, Governance and Human Capital, and Investment and Risk Management Committees to reflect our governance best practices. Among the more significant changes, we:

● Formalized our commitment to source diverse Board candidates (Corporate Governance Guidelines)

● Required Audit Committee review of use of non-GAAP measures, including ESG-related metrics (Audit Committee Charter)

● Added Governance and Human Capital Committee oversight of ESG, including sustainability, health and safety, and DEI (Governance and Human Capital Committee Charter)

● Identified the financial risk of climate change and insurance risk as key financial risks (Investment and Risk Management Committee Charter)

● Clarified the role of the Board and Governance and Human Capital Committee in management succession planning and development (Corporate Governance Guidelines)

● Formalized the responsibility of the Governance and Human Capital Committee to conduct a reasonable prior review of, and oversee, related-party transactions (Governance and Human Capital Committee Charter)

Auditor Rotation

In 2021, as a matter of good corporate governance, the Audit Committee conducted a thorough process to review and evaluate audit firm rotation, selecting PricewaterhouseCoopers Ltd. to serve as our independent registered public accounting firm for the 2022 fiscal year, subject to shareholder approval at the

SEC Form DEF 14A filed by RenaissanceRe Holdings Ltd.