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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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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Table of Contents

2023

Notice of Annual General Meeting
of Shareholders and
Proxy Statement
RenaissanceRe Holdings Ltd.

Table of Contents

OUR
PURPOSE

is to protect communities
and enable prosperity.

OUR
VISION

is to be the best underwriter.

OUR
MISSION

is to match desirable risk
with efficient capital.

Table of Contents

Table of Contents

		2	Letter To Our Shareholders

		4	Notice of Annual General Meeting of Shareholders

		5	Proxy Summary
		15	Corporate Governance

		15	Proposal 1: Election of Four Class I Director Nominees

		15	Election of Directors

		23	Board Composition and Effectiveness

		27	Board Structure and Processes

		35	The Board’s Role and Key Responsibilities

		38	Director Compensation
		40	Executive Officers
		42	Executive Compensation

		42	Proposal 2: Advisory Vote on the Compensation of Our Named Executive Officers

		43	Compensation Discussion and Analysis

		63	Compensation Committee Report

		64	Executive Compensation Tables

		75	Pay Ratio Disclosure

		76	Pay Versus Performance

		80	Proposal 3: Advisory Vote on the Frequency of the Executive Compensation Advisory Vote
		81	Audit Matters

		81	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

		82	Additional Information Regarding Change of Independent Auditor

		83	Audit Fees

		83	Pre-Approval Policies and Procedures

		84	Audit Committee Report
		85	Security Ownership

		85	Security Ownership of Certain Beneficial Owners

		86	Security Ownership of Management
		87	General Information

		87	About the Proxy Materials and the Annual Meeting

		91	Additional Information

		92	Cautionary Statement Regarding Forward-Looking Statements
		93	Appendix A: Reconciliation of Non-GAAP Financial Measures

RenaissanceRe 2023 Proxy Statement | 1

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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:

●	Underwriting: Our Casualty and Specialty segment performed well, with a consistent mid-90s combined ratio. Despite a very active year for catastrophes, the Property segment combined ratio improved almost 7 percentage points to a flat result.
●	Fees: Our Capital Partners business continued to lead the industry in third-party capital management, raising a total of $1.4 billion in 2022 and an additional $400 million effective January 1, 2023. This business generated a stable stream of management fees of $109 million over 2022, which we expect to increase in 2023.
●	Investments: Net Investment income grew to $211 million in the fourth quarter, up 162% while maintaining a similar risk profile.

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.


⁽¹⁾	Operating return on average common equity is a financial measure that is not calculated in accordance with generally accepted accounting principles in the U.S. (“GAAP”). A reconciliation of non-GAAP financial measures is included in “Appendix A.”

KEY ACHIEVEMENTS IN 2022
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

RenaissanceRe 2023 Proxy Statement | 3

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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.

4 | RenaissanceRe 2023 Proxy Statement

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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
PROPOSAL 1
Election of Four Class I Director Nominees
	The Board recommends a vote FOR each director nominee	See page 15


PROPOSAL 2
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
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
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

RenaissanceRe 2023 Proxy Statement | 5

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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

Following the Annual Meeting, if elected, Mr. Bushnell will step down from the Audit Committee, Mr. Gidumal will be appointed to the Audit Committee, and the Audit Committee will consist of Ms. Sanders (Chair), Mr. Gidumal and Ms. Rahmani; Mr. Gidumal will step down from the Corporate Governance and Human Capital Management Committee (the “Governance and Human Capital Committee”), Mr. Bushnell will be appointed to the Governance and Human Capital Committee, and the Governance and Human Capital Committee will consist of Mr. Klehm (Chair), Mr. Bushnell, and Ms. Trudell; and Dr. Jeworrek (if elected) will be appointed to the Investment and Risk Management Committee, and the Investment and Risk Management Committee will consist of Mr. Gray (Chair), Mr. Hennes and Dr. Jeworrek.

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Board Snapshot

*	Board Snapshot statistics assume the retirement of Mr. Santomero and election of Dr. Jeworrek.

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Corporate Governance Highlights

Our Board is comprised almost entirely of independent directors with a wide range of professional experience, and has consistently implemented corporate governance best practices to ensure that we serve the long-term interests of our shareholders.

Board Independence
and Composition

Active
Oversight

Shareholder
Alignment

● Independent Chair

● Fully independent standing committees

● Executive sessions of solely independent directors

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

● Long history of Board gender diversity, with four female directors from 2019 to 2022, and at least one female director since 2005

● 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 - includes climate change and insurance risk as key financial risks

● 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

● Audit Committee review of ESG-related metrics

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

● Majority vote standard for uncontested director elections

● 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 87% for our Chief Executive Officer and ranges from 70% to 81% for our other named executive officers

● Pay-for-performance philosophy guides executive compensation decisions

8 | RenaissanceRe 2023 Proxy Statement

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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.

Promoting Climate Resilience
Promoting Climate Resilience

Climate Leadership

● 25+ years of leadership by our dedicated team of scientists in researching and modeling atmospheric hazards and the economic impact of climate-related risks

● Leveraging industry-leading climate data and expertise and integrating it holistically into our enterprise-wide risk management process and catastrophe models

● Long-standing member of ClimateWise, with Mr. O’Donnell becoming Chair of the ClimateWise Insurance Advisory Council in 2022

● Active in promotion of risk mitigation and disaster preparedness

Responsible Investing

● Overall investment portfolio MSCI ESG rating of “A” as of end of 2022

● Elimination of direct investments in companies with (i) MSCI CCC rating, (ii) more than 10% of revenues from thermal coal mining, or (iii) high carbon intensity (as measured by MSCI)

● Published Responsible Investing Policy demonstrating ESG integration within investment practices

● Signatory of the United Nations Principles for Responsible Investment (PRI)

● Approximately 70% reduction in carbon intensity of our corporate credit and equity portfolios between October 2020 and December 2022

Environmental Footprint

● Dedicated internal Global Green Group responsible for consolidating environmental data and advancing our operational ESG strategy

● Tracking and offsetting of our estimated operational carbon emissions

● Founded Plastic Pledge in Bermuda to avoid single-use plastics

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We have a long track record of leadership in applying our risk expertise and leveraging our partnerships to increase the economic resiliency of vulnerable communities. Reinsurance plays an important role in helping communities recover after a natural disaster, and we have made significant commitments to reduce the protection gap and mitigate the impact of natural disasters on populations and economies in the developing world. We have a dedicated global team focused on public sector partnership activities to support our continued work in this space.

Closing the Protection Gap
Closing the Protection Gap

Resiliency and Risk Mitigation Leadership

● Leveraging our partnerships to increase economic resiliency of vulnerable communities

● Formal strategy and dedicated global team for our public sector partnership activities

● Significant commitments to reduce the protection gap and mitigate the impact of natural disasters

● Signatory of the UN Principles for Sustainable Insurance

Industry Expertise at Local and Global Levels

● Run award-winning series of Risk Mitigation Leadership Forums, free to stakeholders, to advance natural hazards risk mitigation and awareness

● Long-standing role in Insurance Development Forum and co-chair of its Risk Modeling Steering Group to increase global risk understanding

● Active member of the Sustainable Markets Initiative Insurance Task Force to drive progress towards a resilient and sustainable future

● Founding member of Lloyd’s Disaster Risk Facility to address underinsurance, including active role in supporting parametric protection gap products

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

Inducing Positive Societal Change
Inducing Positive Societal Change

Our Commitment to Diversity, Equity & Inclusion

● DEI principles are embedded throughout the organization and employment lifecycle, including recruitment, compensation and management succession planning

● Established cross-functional DEI Executive Council chaired by Chief Portfolio Officer

● DEI training and discussions through our “Think Global, Act Local” framework

● Employee nationality represented by approximately 49 different countries

● 29% of our Operating Committee members are women

Investing in
Our People

● Investment in our employees’ professional development and personal growth through skills-based training, technical development and stretch assignments

● Encouragement of open dialogue with employees and regular “pulse” checks to measure satisfaction and engagement

Supporting Our Communities

● Signatory of the UN Global Compact

● Long-standing dedication to community engagement and charitable giving through employee matching and corporate grants

● Global CSR strategy with a locally led philosophy so that our employees can impact where they live

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Strategic, Operational and Financial Highlights

While RenaissanceRe’s performance in 2022 was impacted by the catastrophes and market volatility, we had a strong year strategically, operationally and financially. Some of the highlights included:

	STRONG STRATEGIC AND OPERATIONAL PERFORMANCE
	STRONG STRATEGIC AND OPERATIONAL PERFORMANCE

Strong Strategic Plan
Performance

Underwriting
Accomplishments

Capital Management
Accomplishments

Strong Operational
Performance

● Consistent commitment to our strategy as a reinsurer

● Increased scale in our Capital Partners business, raising $1.4 billion from third-party investors

● Increased contributions from diversified earnings streams

● Grew net premiums written by 21.2% to $7.2 billion

● Underwriting expense ratio of 29.2%

● Launched Fontana, an innovative Casualty & Specialty joint venture

● Successful navigation of pivotal 1/1 renewals

● Returned capital to shareholders at attractive multiples

● Well-positioned investment portfolio

● Prudent capital management in volatile environment

● Increased dividend

● Increased operational, capital and investment leverage

● Maintained strong financial strength ratings in difficult market

● Solid expense management

	FINANCIAL PERFORMANCE
	FINANCIAL PERFORMANCE

● Net Loss Attributable to Common Shareholders of $1.1 billion

● Operating Income Attributable to Common Shareholders of
$315.6 million⁽¹⁾

● Return on Average Common Equity of (22.0)%

● Operating Return on Average Common Equity of 6.3%⁽¹⁾

● Underwriting Income of $149.9 million

● Fee income of $118.7 million

● Net investment income of $559.9 million

⁽¹⁾	Operating income attributable to common shareholders and operating return on average common equity are non-GAAP financial measures. A reconciliation of non-GAAP financial measures is included in “Appendix A.”

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Executive Compensation Highlights

Our executive compensation program is designed to support our long-term strategy and risk management practices, align the interests of our shareholders and executives, and encourage operational and financial consistency over the market cycles and earnings volatility that are inherent and unique to our industry.

2022 Compensation Snapshot

As shown below, a significant portion of our executive compensation is long-term and/or performance-based, with a mix of quantitative and qualitative metrics that we believe aligns the interests of our executives and shareholders and rewards our Chief Executive Officer (or “CEO”) and other named executive officers (or “NEOs”) for delivering strong performance on our strategic plan without incentivizing excessive risk taking.

CEO		Other NEOs

*Due to rounding, percentages may not total precisely.

Short Term		Long Term
	At-Risk Pay
Salary	Annual Incentive Bonus	Long-Term Incentive Awards
		Time-Vested Restricted Shares	Performance Shares
Fixed component of compensation	Annual, at-risk cash incentive program designed to promote achievement of financial metrics and strategic accomplishments against pre-defined targets that support long-term growth and operational efficiencies	At-risk, long-term, equity-based compensation to encourage multi-year performance and retention
		● Subject to service-based vesting ● Comprise 50% of long-term incentive awards for almost all named executive officers (100% for Mr. Brosnan)	● Subject to both performance-and service-based vesting ● Comprise 50% of long-term incentive awards for almost all named executive officers (0% for Mr. Brosnan)
Reflects expertise and scope of responsibilities in a competitive market for executive talent	● One-year performance period ● Metrics (weighting): ● Combined ratio rank relative to peers (16.7%) ● Ratio of operating return on average common equity to peer median (33.3%) ● Ratio of actual gross premiums written to budget (16.7%) ● Board-approved strategic accomplishments (33.3%)	● Four-year vesting period (equal annual installments)	● Three-year performance/vesting period ● Metrics (weighting): ● Average change in book value per common share plus change in accumulated dividends (75%) ● Average underwriting expense ratio rank compared to peers (25%)

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Pay-for-Performance

The Governance and Human Capital Committee evaluates and sets performance goals designed to be rigorous, with the goals set at the time of grant for all performance-based compensation. The link between pay and performance and the outcomes of our executive compensation program for 2022 are discussed in detail in the “Compensation Discussion and Analysis” section. The graph below provides supplemental disclosure and should not be viewed as a substitute for the “Pay Versus Performance” disclosure included in “Executive Compensation—Pay Versus Performance.”

⁽¹⁾	Operating return on average common equity is a non-GAAP financial measure used in our annual incentive bonus program. A reconciliation of non-GAAP financial measures is included in “Appendix A.”
⁽²⁾	In accordance with the terms of the award agreements, because industry-wide losses during the 2021 and 2022 performance years were greater than $10 billion, and change in book value per common share plus change in accumulated dividends for each of those performance years was below the set threshold, the book value per common share plus change in accumulated dividends for the performance year was set at the threshold achievement level of 3.5%. Book value per common share plus change in accumulated dividends was 16.0%, (3.5)% and (19.7)% for the fiscal years ended December 31, 2020, 2021 and 2022, respectively.
⁽³⁾	Underwriting expense ratio for the Company’s performance peer group was compiled from S&P Capital IQ. Because not all of the companies in the performance peer group report underwriting expense ratio or report financial results on a GAAP basis, the three-year average underwriting expense ratio for the Company was calculated on an adjusted basis to allow for comparability with the performance peer group. Based on the S&P Capital IQ data, expense ratios for members of the performance peer group include amortization, stock-based compensation and certain other corporate and operating expenses as defined by S&P Capital IQ that are not included in expense ratios presented on a GAAP basis. To align with the methodology used by S&P Capital IQ, corporate expenses included in the expense ratio calculation were: certain executive, director, legal and consulting expenses; costs for research and development; impairment charges related to goodwill and other intangible assets; and other miscellaneous costs, including those associated with operating as a public company. Our reported underwriting expense ratios were 27.9%, 27.5% and 29.2% for the fiscal years ended December 31, 2020, 2021 and 2022, respectively.

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Our 2022 performance represented a continuation of our achievements over time. Since Mr. O’Donnell was named our Chief Executive Officer in 2013, we have performed strongly on key financial metrics. He has led the Company to become a diversified reinsurer with an innovative and flexible operating platform. Over the past ten years, our gross premiums written grew at a compound annual growth rate (“CAGR”) of 20% and our total shareholder return grew at a CAGR of 9.6%, while our Chief Executive Officer’s total compensation grew at a CAGR of 4%. We believe the graph below illustrates the alignment of Mr. O’Donnell’s pay with our performance during the past ten years. The graph below provides supplemental disclosure and should not be viewed as a substitute for the “Pay Versus Performance” disclosure included in “Executive Compensation—Pay Versus Performance.”

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Corporate Governance

	PROPOSAL 1
	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)

Age: 68

Director Since: 2008

Current Committees:
Audit (Chair)

Post-AGM Committees:
Governance and Human
Capital

Other Public
Company Boards

● Cordia Bancorp Inc.
(2011 to 2016)

David C. Bushnell

INDEPENDENT

Background and Qualifications

Mr. Bushnell has served as the principal of Bushnell Consulting, a financial services consulting firm, since 2008. Mr. Bushnell retired from Citigroup Inc. (“Citigroup”) in 2007, after 22 years of service. Mr. Bushnell served as the Senior Risk Officer of Citigroup from 2003 through 2007 and retired as Chief Administrative Officer in 2007. Following his retirement from Citigroup, Mr. Bushnell served as a consultant to Citigroup until December 31, 2008. Previously, Mr. Bushnell worked for Salomon Smith Barney Inc. (later acquired by Citigroup) and its predecessors in a variety of positions, including as a managing director and Chief Risk Officer. In addition to his board service on Cordia Bancorp Inc. (“Cordia”), a public bank holding company, Mr. Bushnell served as Chief Risk Officer of Cordia and its wholly owned subsidiary, Bank of Virginia, from 2011 until Cordia was acquired in September 2016.

Age: 59

Director Since: 2008

Committees: Transaction,
Offerings

Other Public
Company Boards

● None

James L. Gibbons

INDEPENDENT NON-EXECUTIVE CHAIR OF THE BOARD

Background and Qualifications

Mr. Gibbons, a Bermudian citizen, is Executive Chairman of Harbour International Trust Company Limited and the Treasurer, a Director and member of the Executive Committee of Edmund Gibbons Limited (“EGL”). Mr. Gibbons also serves as a Director and member of the Risk Committee of Clarien Bank Limited (“Clarien”), an international financial company. He was also Non-Executive President of Bermuda Air Conditioning Limited (“BACL”) through March 2019 and currently serves as a Director of BACL. Mr. Gibbons served as Chair of Capital G Bank Limited from 1999 to 2013 and as President and Chief Executive Officer of Capital G Limited from 1999 to 2010, prior to the change of name to Clarien from Capital G in 2014.

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Age: 63

Director Since: 2022

Current Committees:
Governance and Human
Capital

Post-AGM Committees:
Audit

Other Public
Company Boards

● None

Shyam Gidumal

INDEPENDENT

Background and Qualifications

Mr. Gidumal has over 35 years of experience in operational leadership, digital transformation, and strategy development as a senior executive, board member, private equity investor and advisor. From February 2020 to November 2021, he served as the President and Chief Operating Officer of WeWork Inc. From March 2011 to June 2019, Mr. Gidumal served as a Principal at Ernst & Young Global Limited, where he led the Consumer Products and Retail segment. Over his career he has held several executive roles, including at Worldcom (Asia), Acterna, Armstrong Furniture, and The Boston Consulting Group. Mr. Gidumal has been a Member of the Board of Directors of the National Multiple Sclerosis Society since 2014.

Age: 61

Director Since: N/A

Post-AGM Committees:
Investment and Risk
Management (pending
election)

Other Public
Company Boards

● None

Torsten Jeworrek

INDEPENDENT

Background and Qualifications

From 2003 until his retirement in 2022, Dr. Jeworrek served as a Member of the Board of Management and the CEO Reinsurance of Munich Reinsurance AG (“Munich Re”). As CEO Reinsurance, Dr. Jeworrek was directly responsible for Reinsurance Strategy, Data and Analytics, IT, Group Innovation, Internet of Things, Corporate Underwriting and Geo & Climate Risks Research. Dr. Jeworrek joined Munich Re in 1990 as an underwriter, and served in a variety of roles, including Head of Department for Financial Reinsurance from 1999 to 2001 and Head of P&C for Netherlands, Nordic countries, UK and Ireland from 2001 to 2003.

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Continuing Directors

The members of the Board whose terms do not expire at the Annual Meeting and who are not standing for election at this year’s Annual Meeting are set forth below.

Class II Directors (whose terms expire in 2024)

Age: 60

Director Since: 2013

Current Committees:
Investment and
Risk Management,
Transaction, Offerings

Post-AGM Committees:
Investment and Risk
Management (Chair),
Transaction, Offerings

Other Public
Company Boards

● None

Brian G. J. Gray

INDEPENDENT

Background and Qualifications

From 2008 until his retirement in 2012, Mr. Gray served as Group Chief Underwriting Officer of Swiss Reinsurance Company Ltd. (“Swiss Re”) and was a member of Swiss Re’s Group Executive Committee. From 2005 through 2008, he was a member of the Group Executive Board, responsible for underwriting Property and Specialty Product Lines on a global basis for Swiss Re. Mr. Gray joined Swiss Re in Canada (“Swiss Re Canada”) in 1985, and served in a variety of roles, including President and Chief Executive Officer of Swiss Re Canada from 2001 to 2005 and Senior Vice President of Swiss Re Canada from 1997 to 2001.

Age: 66

Director Since: 2017

Committees: Investment
and Risk Management

Other Public
Company Boards

● Citigroup Inc. (2013 to present)

Duncan P. Hennes

INDEPENDENT

Background and Qualifications

Mr. Hennes has served as the Co-Founder and Managing Member of Atrevida Partners, LLC (“Atrevida”) since 2007. Prior to co-founding Atrevida, he served as Co-Founder and Partner of Promontory Financial Group from 1999 to 2006. Prior to that, Mr. Hennes served in a number of senior executive positions at Bankers Trust Corporation, including Executive Vice President in charge of Trading, Sales and Derivatives, and as the Chairman of the Board of Oversight Partners I, the consortium that took control of Long Term Capital Management, from 1987 to 1998. From 1998 to 1999 he was the Chief Executive Officer at Soros Fund Management, LLC. Mr. Hennes currently serves as the Chair of the Risk Management Committee and as a member of the Audit Committee, Executive Committee and Personnel and Compensation Committee of Citigroup Inc. and as a member of the Board of Directors of Citibank, N.A.

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Age: 56

Director Since: 2013 Committees:
Transaction (Chair),
Offerings (Chair)

Other Public
Company Boards

● None

Kevin J. O’Donnell

Increased
Contributions

Consistent
Commitment

Increased
Scalability

from diversified earnings streams

to our strategy as a global reinsurer

of our global platform

SEC Form DEF 14A filed by RenaissanceRe Holdings Ltd.