GENERAL INFORMATION

Q:	Why am I receiving these materials?

 

A:

You are receiving these proxy materials because you were a shareholder of RenaissanceRe Holdings Ltd. (“RenaissanceRe” or the “Company”) as of March 18, 2014 (the “Record Date”) and are entitled to attend and vote at the Annual Meeting to be held at Renaissance House, 12 Crow Lane, Pembroke, Bermuda on May 20, 2014, at 9:00 a.m., Atlantic Daylight Time, or any postponement or adjournment thereof.

 

This proxy statement (this “Proxy Statement”) summarizes the information you need to know to vote at the Annual Meeting. The notice regarding the availability of proxy materials, this Proxy Statement, the Notice of Annual General Meeting (the “Notice”), and the proxy card are first being made available to shareholders on or about April 10, 2014. We have made available with this Proxy Statement our 2013 Annual Report to Shareholders, although the Annual Report should not be deemed to be part of this Proxy Statement.

 

Q:	Why did I receive a notice in the mail regarding the Internet availability of proxy materials?

 

A:

Pursuant to rules adopted by the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”) and applicable Bermuda law, we are providing access to our proxy materials over the internet. Accordingly, we are sending the Notice to holders of our common shares, par value $1.00 per share. All shareholders will have the ability to access the proxy materials on a website referred to in the Notice (the “Internet”) or to request to receive a printed set of the proxy materials, as described below.

 

Q:	How can I get electronic access to the proxy materials?

 

A:	The Notice provides you with instructions regarding how to:

 

•

Access (for viewing and/or printing purposes) our proxy materials for the Annual Meeting on the Internet; and

 

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Instruct us to send our future proxy materials to you electronically by email.

If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until you terminate it.

 

Q:	How can I receive a printed copy of the proxy materials?

 

A:	The Notice provides you with instructions regarding how to:

 

•

Request a printed copy of our proxy materials for the Annual Meeting; and

 

•

Instruct us to send printed copies of our future proxy materials to you by mail.

 

If you choose to receive future proxy materials by mail, your election to receive proxy materials by mail will remain in effect until you terminate it.

 

Q:	What will I be voting on at the Annual Meeting?

 

A:	You will be voting on three items (individually, a “Proposal” and, collectively, the “Proposals”):

 

1.

To elect four (4) Class I directors to serve until our 2017 Annual General Meeting of Shareholders (the “Board Nominees Proposal”);

 

2.

To conduct a non-binding advisory vote to approve the compensation of our named executive officers as disclosed in this Proxy Statement (the “Say on Pay Proposal”); and

 

3.

To appoint the firm of Ernst & Young Ltd., an independent registered public accounting firm, to serve as our auditors for the 2014 fiscal year and until our 2015 Annual General Meeting of Shareholders, and to refer the determination of the auditors’ remuneration to the Board of Directors of the Company (the “Board”) (collectively, the “Independent Auditors Proposal”).

 

Shareholders may also be asked to consider and take action with respect to such other matters as may properly come before the Annual Meeting.

 

Q:	What are the voting recommendations of the Board?

 

A:	The Board recommends the following votes:

 

1.

“FOR” the Board Nominees Proposal

 

2.

“FOR” the Say on Pay Proposal

 

3.

“FOR” the Independent Auditors Proposal

 

Q:	Who is entitled to vote?

 

A:

The Board has set March 18, 2014 as the Record Date for the Annual Meeting. If you were the beneficial owner of common shares held in street name, or a shareholder of record with respect to our common shares at the close of business on the Record Date, you are entitled to notice of, and may vote at, the Annual Meeting. The common shares are our only class of equity securities outstanding and entitled to vote at the Annual Meeting.

 

Q:	What is the quorum requirement?

 

A:

As of March 18, 2014, 41,261,149 common shares were issued and outstanding. The presence of two persons in person and throughout the Annual Meeting representing, in person or by proxy, more than 50% of the common shares outstanding and entitled to vote on the matters to be considered at the Annual Meeting is required to constitute a quorum for the transaction of business at the Annual Meeting.

 

Q:	Who is soliciting my proxy?

 

A:

Your proxy is being solicited by the Board. MacKenzie Partners is acting as the solicitation agent on behalf of the Board. See “Who pays the costs of soliciting proxies?” below. The persons named in the proxy card have been designated as proxies by the Board. Such persons designated as proxies are officers of RenaissanceRe.

 

Q:	Who pays the costs of soliciting proxies?

 

A:	The Company will bear the cost of solicitation of proxies. We have engaged the firm of MacKenzie Partners to assist in the solicitation of proxies for a fee of $10,000, plus the reimbursement of certain expenses.

 

Further solicitation may be made by our directors, officers, and employees personally, by telephone, Internet, or otherwise, but such persons will not be specifically compensated for such services. We may also solicit, through bankers, brokers, or other persons, proxies from beneficial holders of the common shares. Upon request, we will reimburse brokers, dealers, banks, or similar entities for reasonable expenses incurred in forwarding copies of the proxy materials relating to the Annual Meeting to the beneficial owners of common shares which such persons hold of record.

Q:	What is the difference between holding common shares as a shareholder of record and as a beneficial owner of common shares held in street name?

 

A:

Shareholder of Record. If your common shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are considered the shareholder of record with respect to those shares, and the Notice was sent directly to you by Broadridge Financial Solutions, Inc., the Company’s tabulation agent and Inspector of Election (our “Inspector of Election”).

 

Beneficial Owner of Common Shares Held in Street Name. If your common shares are held in an account at a brokerage firm, bank, broker-dealer, or similar organization, then you are the beneficial owner of common shares held in street name, and the Notice should have been forwarded to you by that organization. The organization holding your account is considered the shareholder of record for purposes of voting at the Annual Meeting. As a beneficial owner of common shares held in street name, you have the right to direct that organization on how to vote the common shares held in your account.

 

Q:	If I am a shareholder of record of common shares, how do I vote?

 

A:	If you are a shareholder of record, you may vote in person at the Annual Meeting, in which case we will give you a ballot when you arrive.

 

If you do not wish to vote in person or if you will not be attending the Annual Meeting, you may vote by proxy in accordance with the following instructions:

 

•

You may vote by proxy over the Internet by following the instructions provided in the Notice; or

 

•

If you requested printed copies of the proxy materials by mail, you must either:

 

1.

fill out the enclosed proxy card, date and sign it, and return it in the enclosed postage paid envelope; or

 

2.

vote by Internet (instructions are on the proxy card).

 

Q:	If I am a beneficial owner of common shares held in street name, how do I vote?

 

A:

If you are a beneficial owner of common shares held in street name and you wish to vote in person at the Annual Meeting, you must obtain and produce at the Annual Meeting a valid proxy from the organization that holds your common shares along with valid identification. We will give you a ballot when you arrive.

 

If you do not wish to vote in person or you will not be attending the Annual Meeting, you have the right to direct your brokerage firm, bank, broker-dealer, or similar organization on how to vote the common shares held in your account. Please refer to the voting instructions provided by such organization for directions as to how to vote the common shares that you beneficially own.

 

								GENERAL INFORMATION—CONTINUED

Q:	What does it mean if I receive more than one Notice or set of printed proxy materials?

 

A:	Generally, it means that you hold common shares registered in more than one account. To ensure that all of your shares are voted, please vote in the manner described above with respect to each Notice or in the proxy card accompanying the proxy materials.

 

Q:	What happens if I do not give specific voting instructions?

 

A:	Shareholder of Record. If you are a shareholder of record and you:

 

•

indicate when voting on the Internet that you wish to vote as recommended by our Board; or

 

•

if you sign and return a proxy card without giving specific voting instructions,

 

then the proxies will vote your shares in the manner recommended by our Board on all matters presented in this Proxy Statement and as the proxies may determine in their discretion with respect to any other matters properly presented for a vote at the Annual Meeting. Withheld votes for election of directors and proxies marked as abstentions to a proposal will not be counted except for purposes of determining whether a quorum is present.

 

Beneficial Owner of Common Shares Held in Street Name. If you are a beneficial owner of common shares held in street name and do not provide the organization that holds your shares with specific voting instructions, under the rules of various national and regional securities exchanges, the organization that holds your shares may generally vote on routine matters but cannot vote on non-routine matters. See “Which Proposals are considered ‘routine’ or ‘non-routine’?” below. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter at least ten (10) days before the Annual Meeting, the organization that holds your shares will inform our Inspector of Election that it does not have the authority to vote on this matter with respect to your shares. This is generally referred to as a “broker non-vote.” When our Inspector of Election tabulates the votes for any particular non-routine matter, broker non-votes (like abstentions) will be counted for purposes of determining whether a quorum is present, but will not otherwise be counted. We encourage you to provide voting instructions to the organization that holds your shares by carefully following the instructions provided by that organization.

 

Q:	Which Proposals are considered “routine” or “non-routine”?

 

A:	Under the rules of the New York Stock Exchange (the “NYSE”), (i) Proposal 1 (Board Nominees Proposal) and Proposal 2 (Say on Pay Proposal) are non-routine matters, and (ii) Proposal 3 (Independent Auditors Proposal) is a routine matter.

Q:	May I change my vote after I have submitted a proxy or otherwise instructed how my shares are to be voted?

 

A:

Yes. You may change your vote or revoke your proxy at any time before your proxy is voted at the Annual Meeting. You may vote again on a later date by following the same procedures by which you submitted your original vote, or by attending the Annual Meeting and voting in person. However, your attendance at the Annual Meeting will not automatically revoke your proxy unless you vote again at the Annual Meeting or specifically request in writing that your prior proxy be revoked. Your latest vote or proxy, however submitted, will be counted. If you wish to change your vote or revoke your proxy, you must do so in sufficient time to permit the necessary examination and tabulation of the subsequent proxy or revocation before the vote is taken.

 

Q:	Am I entitled to appraisal rights?

 

A:	The Board has not proposed for consideration at the Annual Meeting any transaction for which the laws of Bermuda grant appraisal rights to shareholders.

 

Q:	How does the voting take place at the Annual Meeting?

 

A:

The nominees for election to serve as a Class I director at the Annual Meeting who receive the highest number of “FOR” votes will be elected as directors up to the maximum number of directors for such Class (four (4) for Class I) to be chosen at the Annual Meeting. This is called plurality voting. If you vote, your shares will be voted for election of all four (4) of the director nominees unless you give instructions to “withhold” your vote for one or more director candidates. Withheld votes for director nominees will not be counted except for purposes of determining whether a quorum is present at the Annual Meeting or any adjournments thereof. The Say on Pay Proposal and the Independent Auditors Proposal each requires the affirmative “FOR” vote of a majority of the votes cast at the Annual Meeting. The vote on the Say on Pay Proposal is not binding on the Board or the Company. A hand vote will be taken unless a poll is requested pursuant to the Amended and Restated Bye-laws of the Company (the “Bye-laws”). Proxies marked as abstentions to a proposal will not be counted except for purposes of determining whether a quorum is present.

 

The rules of the NYSE do not permit your bank, broker or other nominee to vote your shares on proposals that are not considered routine. When a proposal is not a routine matter and your bank, broker or other nominee has not received your voting instructions with respect to that proposal, your bank, broker or other nominee cannot vote your shares on that proposal. This generally is referred to as a broker non-vote. Your bank, broker or other nominee may not vote your shares with respect to (i) the Board Nominees Proposal or (ii) the Say on Pay Proposal in the absence of your specific instructions as to how to vote with respect to each of these Proposals because, under the rules of

 

the NYSE, these Proposals are considered to be non-routine. For routine matters, unless your proxy indicates otherwise, the persons named as your proxies will vote your shares according to the recommendation of the Board.

 

Q:	How many votes do I have?

 

A:

Each of our common shares entitles its holder to one vote on each matter that is voted upon at the Annual Meeting or any adjournments thereof, subject to certain provisions of our Bye-laws that reduce the total voting power of any shareholder owning, directly or indirectly, beneficially or otherwise, as described in our Bye-laws, more than 9.9% of the common shares to not more than 9.9% of the total voting power of our capital stock unless otherwise waived at the discretion of the Board. In addition, the Board may limit a shareholder’s voting rights where the Board deems it necessary to do so to avoid adverse tax, legal, or regulatory consequences.

 

The reduction of such voting power may have the effect of increasing another shareholder’s voting power to more than 9.9%, thereby requiring a corresponding reduction in such other shareholder’s voting power.

 

Because the applicability of the voting power reduction provisions to any particular shareholder depends on facts and circumstances that may be known only to the shareholder or related persons, we request that any holder of common shares with reason to believe that it is a shareholder whose common shares carry more than 9.9% of the voting power of RenaissanceRe contact us promptly so that we may determine whether the voting power of such holder’s common shares should be reduced. The Board is empowered to require any shareholder to provide information as to that shareholder’s beneficial ownership of common shares, the names of persons having beneficial ownership of the shareholder’s common shares, relationships with other shareholders or any other facts the directors may consider relevant to the determination of the number of common shares attributable to any person. The Board may disregard the votes attached to common shares of any holder who fails to respond to such a request or who, in the Board’s judgment, submits incomplete or inaccurate information. The Board retains the discretion to make such final adjustments

that it considers fair and reasonable in all circumstances as to the aggregate number of votes attaching to the common shares of any shareholder to ensure that no shareholder’s voting power is more than 9.9% of the total voting power of our capital stock at any time.

 

These restrictions may be waived by the Board in its sole discretion. To date, the Board has never granted such a waiver.

 

Q:	What else will happen at the Annual Meeting?

 

A:	At the Annual Meeting, the only other item currently on the agenda is for the shareholders to receive the report of Ernst & Young Ltd., our independent auditors, and our financial statements for the year ended December 31, 2013.

 

Q:	Where can I find the voting results of the Annual Meeting?

 

A:	The preliminary voting results will be announced at the Annual Meeting. The final voting results will be tallied by our Inspector of Election and published on a Form 8-K filed within four (4) business days following the Annual Meeting.

 

Q:	How can I communicate with RenaissanceRe’s Board?

 

A:

Our Board encourages any shareholder or other party who is interested in communicating directly with the Board, any committee of the Board, or our non-management directors as a group to do so by addressing the communication in care of our Corporate Secretary with a request to forward the communication to the intended recipient. Any such communications properly addressed to the Corporate Secretary will be forwarded to the intended recipient unopened. Shareholders can send communications electronically by clicking on “secretary@renre.com” under “Contact Us—Legal or Corporate Information” at our website located at www.renre.com or by mail to: RenaissanceRe Holdings Ltd., P.O. Box HM 2527, Hamilton HM GX, Bermuda, Attn: Corporate Secretary.

 

								DIRECTORS AND EXECUTIVE OFFICERS OF RENAISSANCERE

The table below sets forth the names, ages, and titles of the executive officers, directors, and nominees for director of RenaissanceRe as of March 18, 2014. The executive officers provide functional oversight of the Company’s business units and have primary responsibility for setting Company policy and decision-making authority. Our executive officers include the members of the Governance Committee of the Chief Executive Officer (the

“Governance Committee”), which currently consists of the Chief Executive Officer, the Chief Administrative Officer, the Chief Financial Officer, the Chief Risk Officer, the General Counsel and the Chief Accounting Officer, and each other person who meets the definition set forth under the Exchange Act. Currently, each of our Named Executive Officers is a member of the Governance Committee.

 

Ralph B. Levy has served as one of our directors since 2007 and as Non-Executive Chair of the Board since May 2011. Mr. Levy is a Class III director. In January 2012, Mr. Levy joined JAMS as an Atlanta office arbitration and mediation neutral panel member. In 2011, Mr. Levy retired from his position as a Senior Partner at the law firm King & Spalding LLP, which he joined in 1974 and where he served as Managing Partner from 1993 to 1999. Mr. Levy is a former chairman (2004 to 2006) and served through June 2012 as a member of the Board of Directors of the Attorneys’ Liability Assurance Society (Bermuda) Ltd., a Bermuda-based mutual insurance company, and its U.S. subsidiary, Attorneys’ Liability Assurance Society, Inc., on whose Board of Directors Mr. Levy also served during such time. Earlier in his career, Mr. Levy served as a military trial lawyer and judge in the U.S. Navy Judge Advocates General’s Corp.

Kevin J. O’Donnell has served as our Chief Executive Officer since July 2013, President since November 2012, Global Chief Underwriting Officer since January 2010 and as one of our directors since July 2013. The Company has announced that in July 2014, Ross A. Curtis will assume the role of Global Chief Underwriting Officer of the Company. Mr. O’Donnell previously served in a number of roles with the Company since joining the Company in 1996,

including Executive Vice President, Senior Vice President, Vice President, and Assistant Vice President.

Peter C. Durhager, Executive Vice President, has served as our Chief Administrative Officer since 2003 and as President of RenaissanceRe Services Ltd. since 2004. Mr. Durhager is responsible for RenaissanceRe’s Global Shared Services division, including Human Resources & Organizational Development, Marketing, Operations, Information Technology, and Administration. Prior to his employment at RenaissanceRe, Mr. Durhager was a co-founder and Vice Chairman, President and Chief Operating Officer of Promisant Holdings Ltd. from 2000 to 2003. Prior to that, Mr. Durhager was Chairman and CEO of Logic Communications Ltd. from 1996 until 2000.

Jeffrey D. Kelly has served as our Executive Vice President and Chief Financial Officer since 2009. Prior to joining RenaissanceRe, Mr. Kelly served as Chief Financial Officer of National City Corporation from 2000 until his retirement from National City Corporation in 2008. Mr. Kelly had also served in the additional post of Vice Chairman of National City Corporation from 2004. In October 2012, Mr. Kelly was reelected as a member of the Board of Directors of The Progressive Corporation, on which he previously served from 2000 until 2009.

 

Ian D. Branagan, Senior Vice President, has served as our Chief Risk Officer since 2009 and as the Head of Group Risk Modeling since 2005. Mr. Branagan joined the Company in 1998 to open the Company’s Dublin office, later relocating to Bermuda with additional responsibilities for underwriting risk and modeling across the Company’s (re)insurance operations. Mr. Branagan subsequently assumed the responsibility of managing risk globally for the Company and, in 2013, relocated to the Company’s London office. Prior to joining the Company, Mr. Branagan led the international activities of Applied Insurance Research Inc. (“AIR”), which included the development and marketing of AIR’s catastrophe models and tools.

Stephen H. Weinstein, Senior Vice President since 2005, has served with us as General Counsel and Corporate Secretary since joining RenaissanceRe in 2002 and as Chief Compliance Officer since 2004. From 2002, Mr. Weinstein also served as a Vice President of RenaissanceRe. Prior to joining RenaissanceRe, Mr. Weinstein specialized in corporate law as an attorney at Willkie Farr & Gallagher LLP.

Mark A. Wilcox has served as our Senior Vice President and Chief Accounting Officer since 2006 and as our Corporate Controller since 2005. Prior to this, Mr. Wilcox served as our Vice President and Internal Auditor from 2003. Prior to joining RenaissanceRe, Mr. Wilcox worked for PricewaterhouseCoopers LLP from 1997 until 2003, where he was Senior Manager of Audit and Business Advisory Services within the firm’s Insurance Practice. Mr. Wilcox is a Certified Public Accountant and a Chartered Financial Analyst.

David C. Bushnell has served as one of our directors since 2008. Mr. Bushnell is a Class I director. 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 2011, Mr. Bushnell was appointed Chief Risk Officer of Cordia Bancorp Inc. (“Cordia”), a publicly held company. Mr. Bushnell serves on the Board of Directors of Cordia, and its wholly owned subsidiary, Bank of Virginia. He serves both as a member of the Asset/Liability Committee and as the Chair of Credit Committee of the Board of Directors of Cordia.

James L. Gibbons has served as one of our directors since 2008. Mr. Gibbons is a Class I director. Mr. Gibbons is a Bermudian citizen who is Chairman of Harbour International Trust Company Limited and is the Treasurer of Edmund Gibbons Limited. Mr. Gibbons also serves as a Director of CAPITAL G Bank Limited, a Bermuda-based financial services organization, as well as President of Bermuda Air Conditioning Limited. In June 2013, Mr. Gibbons was elected as a member of the Board of Directors of Nordic American Tankers Limited, a publicly held company. Formerly, Mr. Gibbons served as Chairman of CAPITAL G Limited from 1999 to 2013.

Brian G. J. Gray has served as one of our directors since May 2013. Mr. Gray is a Class II director. 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 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.

Jean D. Hamilton has served as one of our directors since 2005. Ms. Hamilton is a Class I director. Ms. Hamilton is an independent consultant/private investor and a Member of the Brock Capital Group LLC. Previously, she held various positions with Prudential Financial, Inc., including Executive Vice President, and was Chief Executive Officer of Prudential Institutional from 1998 through 2002. Prior to joining Prudential, she held several positions with The First National Bank of Chicago, including Senior Vice President and Head of the Northeastern Corporate Banking Department. She is currently a Trustee and member of the Audit Committee of First Eagle Funds and First Eagle Variable Funds.

Henry Klehm III has served as one of our directors since 2006. Mr. Klehm is a Class III director. In 2008, Mr. Klehm joined the law firm Jones Day as a partner in the firm’s Securities Litigation & SEC Enforcement Practice. From 2002 to 2007, Mr. Klehm served as Global Head of Compliance for Deutsche Bank, AG. Prior to joining Deutsche Bank, AG, Mr. Klehm served as Chief Regulatory Officer and Deputy General Counsel at Prudential Financial from 1999 to 2002. Prior to joining Prudential, Mr. Klehm served in various positions with the SEC, including as Senior Associate Director of the Northeast Regional Office.

W. James MacGinnitie has served as one of our directors since 2000 and was the Non-Executive Chair of the Board from 2005 to 2011. Mr. MacGinnitie is a Class II director. Mr. MacGinnitie is an independent actuary and consultant. He served as Senior Vice President and Chief Financial Officer of CNA Financial from 1997 to 1999. Prior to joining CNA, Mr. MacGinnitie was a partner of Ernst & Young Ltd. and National Director of its actuarial services. Earlier in his career, he was a principal in Tillinghast, primarily responsible for its property-casualty actuarial consulting services. Mr. MacGinnitie is a Fellow of both the Casualty Actuarial Society and the Society of Actuaries, and has served as President of both organizations as well as of the American Academy of Actuaries and the International Actuarial Association. Mr. MacGinnitie served on the Board of Directors of Trustmark Mutual Holding Company from 2000 until his retirement from the board in 2010.

Anthony M. Santomero has served as one of our directors since 2008. Mr. Santomero is a Class I director. Mr. Santomero served as Senior Advisor at McKinsey & Company from 2006 to 2008. From 2000 to 2006, Mr. Santomero was President and Chief Executive Officer of the Federal Reserve Bank of Philadelphia. Prior to joining the Federal Reserve, Mr. Santomero was the Richard K. Mellon Professor of Finance at the University of Pennsylvania’s Wharton School and held various positions there, including Director of the Financial Institutions Center and Deputy Dean. Mr. Santomero serves on the Board of Directors of Penn Mutual Life Insurance Company, Citigroup, Citibank, N.A and Columbia Funds. Mr. Santomero currently serves as the Chair of the Audit Committee of Citigroup Inc. and Chairman of the Board of Directors of Citibank, N.A. In addition, Mr. Santomero formerly served on the Board of Directors of BofA Fund Series Trust until 2011.

 

								DIRECTORS AND EXECUTIVE OFFICERS OF RENAISSANCERE—CONTINUED

Nicholas L. Trivisonno has served as one of our directors since 2004. Mr. Trivisonno is a Class III director. Mr. Trivisonno was Chairman and Chief Executive Officer of ACNielsen Corporation from 1996 through 2001. Prior to joining ACNielsen, he was Executive Vice President and Chief Financial Officer of Dun & Bradstreet Corporation. Previously, he had held several positions at GTE Corporation, including Group President, Executive Vice President, Strategic Planning, Senior Vice President Finance, and Vice President and Controller. Mr. Trivisonno began his career as a certified public accountant with Arthur Andersen & Co. and was appointed a managing partner in 1986.

Edward J. Zore has served as one of our directors since 2010. Mr. Zore is a Class III director. Mr. Zore served in a variety of

capacities at The Northwestern Mutual Life Insurance Company, principally as Chairman (2009 to 2010), as Chief Executive Officer (2001 to 2010), and as President (2000 to 2009). He currently serves on the Northwestern Mutual Board of Trustees and as a member of the Audit Committee of Russell Company, a subsidiary of Northwestern. Mr. Zore began his career with the Northwestern Mutual investment department, and also served as the company’s Executive Vice President, Chief Financial Officer and Chief Investment Officer, and as a director of Northwestern Mutual Series Fund, Inc. He is the Lead Director of the Board of Directors of ManpowerGroup Inc., and is the Chair of its Executive Compensation and Human Resources Committee. Previously, Mr. Zore served as Chairman of the Board of Mason Street Funds, Inc. from 2000 to 2007.

 

								SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, MANAGEMENT AND  DIRECTORS—CONTINUED

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, related party 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. Related party transactions

covered by this policy are reviewed to determine whether the transaction is in the best 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.

 

RenaissanceRe provides housing reimbursement with respect to the Bermuda residence of each Named Executive Officer and certain other officers and employees, a practice that is consistent with Bermuda market practice, which housing expense is included in the compensation paid to each such Named Executive Officer. See “Compensation Discussion and Analysis—Principal Components of

Compensation—Other Benefits and Perquisites; Elimination of Income Tax Gross-ups; Limitations and Changes” below. From time to time, RenaissanceRe entered into long-term leases for properties in Bermuda, which we subleased to certain officers, including certain of our executive officers. RenaissanceRe is not currently the lessee on the lease of the Bermuda residence of any of its executive officers.

 

RenaissanceRe has a significant physical presence in Bermuda, including our corporate headquarters, and provides support to various charitable organizations in the Bermuda community that meet certain guidelines, 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 officers and other employees to appropriately registered Bermuda charities in good standing at a ratio of up to 4:1, generally up to a maximum matching contribution for each employee of $10,000 per year. We also make direct charitable contributions, in addition to the employee matching program. Certain of our executive officers and directors, and spouses of certain of these persons, serve and have served as directors, officers or trustees of some of these organizations, including organizations receiving charitable grants from the Bermuda Community Foundation (the “BCF”), discussed below; however, other than to the BCF, we did not contribute more than $120,000 to any one charity in the 2013 fiscal year for which any of these individuals served as a director, officer or trustee.

In 2013, RenaissanceRe contributed $2.0 million to the BCF in conjunction with the twentieth anniversary of our founding. The BCF was created in 2013 as an umbrella Bermuda charitable organization for the purpose of the distribution of charitable donations to charitable causes based in Bermuda. As a Bermuda-based organization, from its formation, RenaissanceRe and its Bermuda-based employees have benefited, directly and indirectly, from many of the services and activities provided by the charitable associations that are or will be supported by the BCF. Of the $2.0 million contribution, $0.5 million is retained by the BCF as part of its permanent endowment; $1.2 million

is designated for RenaissanceRe’s program giving for 2014, 2015 and 2016 and administered by the BCF at the direction of the Company; and the balance of $0.3 million is to be utilized by the BCF for 2013 and 2014 pass through grants to certain designated Bermuda-based charities, including the Bermuda Sloop Foundation and Friends of the Bermuda Railway Trail, and, in a special initiative to encourage sustainability in the philanthropic sector, matching grants to Bermuda-based charities with endowed funds at the BCF. Mr. Durhager serves as the founding Chair of the BCF and receives no compensation from the BCF in that role. Mr. Durhager coordinates all of RenaissanceRe’s charitable giving activities, including the designation of grants to Bermuda-based charities such as the grant made to the BCF. While his role with the BCF primarily pertains to the governance of the foundation, at certain times, Mr. Durhager may be asked to give final review to certain decisions relating to the deployment of donations received from third parties.

In 2011, RenaissanceRe made a commitment to contribute $1.0 million to the Bermuda Hospitals Charitable Trust (the “BHCT”) in connection with the King Edward VII Memorial Hospital (“KEMH”) redevelopment project. KEMH is the only hospital, and substantially the principal health care facility, in Bermuda, and accordingly is used by all residents of Bermuda, including every Bermuda-based employee of RenaissanceRe. The BHCT is an independent body which accepts and manages donor contributions on behalf of KEMH. Mr. Gibbons serves on the Campaign Steering Committee of the BHCT, an ad hoc, informal committee of local businessmen and women, which works to raise public awareness of the KEMH redevelopment project and provides support for fundraising activities.

 

								CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS—CONTINUED

Neither Mr. Gibbons nor any employee of RenaissanceRe currently serves as a director, officer or trustee of the BHCT, KEMH or the Bermuda Hospitals Board, which oversees the operations of KEMH.

The $1.0 million commitment is due and payable upon the completion of the KEMH redevelopment project.

 

BlackRock reported beneficial ownership interest of more than 5% of our common shares as of December 31, 2013. Affiliates of BlackRock currently provide investment management, risk analytics

and investment accounting services to RenaissanceRe and its subsidiaries. During 2013, we incurred $3.2 million in fees relating to these services.

 

From time to time, certain officers of RenaissanceRe have made investments in investment funds in which RenaissanceRe has also invested. None of these officers receives any compensation in

connection with such investments or exercises any management discretion over any such investment fund.

 

In accordance with the Company’s policies, Named Executive Officers and certain other officers of the Company are permitted business use and up to 25 hours of Company-funded personal use of the aircraft utilized by the Company under a fractional interest program with NetJets Aviation Inc. (the “Aircraft Interest”). In addition, the Compensation and Corporate Governance Committee (the “Compensation Committee”) has approved a form of aircraft use agreement to allow these officers to utilize the Aircraft Interest for additional travel provided that these officers pay for such use in advance of any such trip at the fully loaded variable rate (which rate represents the Company’s “aggregate incremental cost” of such use within the meaning of Regulation S-K and the rules and other

guidance of the Commission) and, at all times, maintain a deposit with the Company, from which the Company is authorized to withdraw funds in order to satisfy any amounts owed under the agreement. Messrs. O’Donnell and Kelly have entered into the aircraft use agreement with the Company. Prior to his retirement, Mr. Currie was also party to a similar agreement which permitted Mr. Currie additional personal use of the Aircraft Interest, on the same terms and conditions set forth in the form of aircraft use agreement described above. In respect of their arrangements, Messrs. O’Donnell, Kelly and Currie paid $56,400, $9,120 and $291,661, respectively, for personal use of the Aircraft Interest during 2013.

 

Our Board and management have a strong commitment to effective corporate governance. We believe we have in place a comprehensive corporate governance framework for our operations which, among other things, takes into account the requirements of the Sarbanes-Oxley Act of 2002, the SEC, the NYSE and the Dodd-Frank Act of 2010. The key components of this framework are set forth in the following documents:

 

•

our Bye-laws;

 

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our Guidelines on Significant Corporate Governance Issues (“Corporate Governance Guidelines”);

 

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our Code of Ethics and Conduct (“Code of Ethics”);

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our Audit Committee Charter; and

 

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our Compensation Committee Charter.

A copy of each of these documents is published on our website under “Investor Information—Corporate Governance” at www.renre.com, 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. The Board regularly reviews corporate governance developments and modifies its Corporate Governance Guidelines, the Code of Ethics, committee charters, and key practices as the Board believes to be warranted. Based on the foregoing, in 2013 the Company revised the Code of Ethics and Compensation Committee Charter. None of other documents listed above were amended in 2013.

 

Our Board is composed of eleven directors, ten of whom are 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 RenaissanceRe. The Board has established guidelines to assist it in determining director independence, which conform to, and which we believe are more exacting than, the independence requirements in the NYSE listing standards. In addition to applying these guidelines, which are set forth in our Corporate Governance Guidelines, the Board will consider all relevant facts and circumstances known or reported to it in making an independence determination.

In February 2014, the Compensation Committee conducted a review of the independence of each of our current directors. During this review, the Board considered, among other things, transactions and relationships between each director (or nominee) or any member of their immediate family and RenaissanceRe or its subsidiaries and affiliates and relationships between directors (or nominees) or their affiliates and members of RenaissanceRe’s senior management or their affiliates. As a result of this review, the Board affirmatively determined that Ms. Hamilton and each of Messrs. Bushnell,

Gibbons, Gray, Klehm, Levy, MacGinnitie, Santomero, Trivisonno and Zore are “independent” directors for purposes of compliance with the NYSE listing standards and SEC rules adopted to implement provisions of the Sarbanes-Oxley Act of 2002 (“Independent Directors”). Prior to his retirement from the Board, Mr. Cooper was also affirmatively determined to be an Independent Director. Mr. O’Donnell is not considered an Independent Director because of his employment as an executive officer of RenaissanceRe.

In particular, in the course of the Board’s determination regarding the independence of each non-management director, the Board considered, in respect of Mr. Bushnell, the fact of Mr. Bushnell’s prior employment with Citigroup (see “Directors and Executive Officers of RenaissanceRe”), and, in respect of Mr. Santomero, the fact of Mr. Santomero’s service as a director of Citigroup and Citigroup’s current and prior financial relationships with RenaissanceRe, including as underwriter for certain offerings of RenaissanceRe. In addition to the foregoing, Jones Day, the law firm at which Mr. Klehm is currently a partner, has provided legal services to Mr. Bushnell relating to his former employment at Citigroup. The Company is not a party to these legal proceedings.

 

Our Corporate Governance Guidelines contain Board membership criteria that apply to nominees for a position on our Board. Pursuant to these criteria, our Compensation Committee takes a holistic approach in identifying and considering potential director nominees and in evaluating the current composition of our Board. In general, the Compensation Committee focuses primarily on the composition and competencies of our Board as a whole, how the traits possessed by individual director nominees complement one another, the ability of the current and proposed members to operate collegially and effectively, and the intersection of these factors with the Company’s current strategy,

operational plans and oversight requirements. Accordingly, when evaluating individual director nominees within this framework, our Compensation Committee considers among others the following factors:

 

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the personal and professional ethics, integrity and values of the candidate;

 

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the independence of the candidate under legal, regulatory and other applicable standards, including the ability of the candidate to represent all of our shareholders without any conflicting relationship with any particular constituency;

 

								CORPORATE GOVERNANCE—CONTINUED

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the professional experience and industry expertise of the candidate and whether this will add to or complement that of the existing Board, in light of the Company’s evolving strategic and operational plans over time;

 

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the compatibility of the candidate with the existing Board;

 

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the ability and willingness of the candidate to devote sufficient time to carrying out Board duties and responsibilities in respect of RenaissanceRe fully and effectively;

 

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the commitment of the candidate to serve on our Board for a potentially extended period of time, given the benefits our Board ascribes to continuity and a breadth of experience with our strategies and risk management processes, and with a view toward effective oversight of management’s efforts to ensure the

safety and soundness of our Company in light of the market cycles and earnings volatility that characterize our industry, as well as other matters;

 

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as summarized in detail below, maintaining a diversity of skills, experience, and viewpoints represented on the Board as a whole; and

 

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such other attributes of the candidate, our business and strategic conditions and external factors as our Compensation Committee deems appropriate at such time and from time to time.

Our Compensation Committee has the discretion to weight these factors as it deems appropriate. The importance of these factors may vary from candidate to candidate, and in respect of our evolving circumstances.

 

As described above, the Corporate Governance Guidelines provide that the Company has not established specific criteria for directors but believes that candidates should show evidence of leadership in their particular field, have broad experience and the ability to exercise sound business judgment. The Compensation Committee carries out the Board’s director selection, recruitment and nomination obligations. As part of these obligations, the Compensation Committee evaluates and discusses diversity at both the Board and the committee levels, considering, as contemplated by the Corporate Governance Guidelines, the diversity, skills, and experience of candidates in the

context of the needs of the Board as a whole. In assessing the performance of current directors, and 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, in light of the evolving strategic direction and needs of the Company. This consideration includes a broad evaluation of diversity of skills, experience, and viewpoints represented on the Board as a whole. The assessment is undertaken by the Compensation Committee no less frequently than annually and at appropriate intervals.

 

The Board has currently implemented a leadership structure that separates the role of the Chief Executive Officer and the Chair of the Board. The Board has determined that having an independent director serve as Non-Executive Chair of the Board is in the best interest of shareholders at this time. The Company believes 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.

 

The Company considers enterprisewide risk management (“ERM”) to be a key strategic objective. ERM is managed by the senior executive team under the oversight of the Board and is implemented by personnel from across the organization. The Company believes that its ERM processes and practices help to identify potential events that may affect the Company; to quantify, evaluate and manage the risks to which it is exposed; and to provide reasonable assurance regarding the achievement of corporate objectives. We believe that the Company’s commitment to and investment in effective ERM can represent a significant competitive advantage, and is essential to the Company’s corporate strategy and goal of achieving long-term growth in tangible book value per common share plus the change in accumulated dividends for shareholders. The Company’s efforts to identify and monitor business environment risk and operational risk is conducted under the oversight of our Board and its committees and coordinated by senior personnel including the Chief Financial Officer,

Chief Administrative Officer, and the General Counsel and Chief Compliance Officer, each of whom reports directly to the Chief Executive Officer; the Chief Risk Officer, who reports directly to the Chief Financial Officer; as well as other senior personnel such as the Chief Accounting Officer and Corporate Controller and Head of Internal Audit.

The Board is actively involved in the oversight of risks that could affect the Company. Among other things, the members of the Board have regular, direct access to the senior executives named above, as well as other officers responsible for the operational and controls functions of the Company. While the Board primarily delegates its risk management to its committees, as disclosed in the descriptions of each of the committees below and as contemplated in the charters of each of the committees, the Board regularly reviews the coordination of its oversight of Company risk.

 

We believe our ERM assists our efforts to minimize the likelihood of suffering financial outcomes in excess of the ranges that we have estimated in respect of specific investments, underwriting decisions, or other operating or business activities. We also seek, as a component of our ERM, to minimize the likelihood of the occurrence, or to reduce the severity, of a range of operational risks to which we are exposed, which we consider to be risks that may not give rise to an immediate financial loss but would potentially impair our strategy, tactical plans, operating platform, or reputation. We believe that effective board oversight enhances the quality of our risk management as well as facilitates sound corporate governance.

Our committees regularly receive and discuss materials from each other, including, but not limited to, the Audit Committee and the Investment and Risk Management Committee. The Company believes this activity enables the directors to be cognizant of the various risks across the Company. Each committee performs a comprehensive annual self-assessment as part of the Board’s overall governance effectiveness review and assessment, which accordingly reflects the committees’

evaluation of our corporate risk management practices and, if applicable, the identification of potential new oversight needs in light of changes in our strategy, operations or business environment. Each committee has broad powers to ensure that it has the resources to satisfy its duties under its charter. Periodically, in an effort to enhance the flow of information and exchange of ideas across the committees, a committee will open its normal course proceedings to informational attendance by members of other committees. The Non-Executive Chair of the Board does not serve on any of these standing committees but participates in each committee from time to time on an ex officio basis and seeks, among other things, to monitor the identification of risks or other matters that might require cross-committee coordination or the attention of the full Board. Each committee also has access to outside advisors as well as management. In addition, management representatives from the Company’s risk, administrative, legal, accounting and internal audit functions separately meet with, and are interviewed by, the Audit Committee in executive sessions. The Company’s Chief Risk Officer separately meets with the Investment and Risk Management Committee in executive session.

 

In conjunction with ERM, as well as our strategic and operational planning, we regularly review senior executive compensation and our firm-wide compensation programs and policies, in an ongoing effort to seek to eliminate or mitigate potential risks arising from such programs and policies, to align our executives and employees with the long-term interests of shareholders, to ensure the safety and soundness of our Company over the market cycles and earnings volatility that characterize our industry, and to ensure that our compensation structure, elements and incentives are not reasonably likely to have a material adverse effect on the Company. We seek to design our compensation plans, including our incentive 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. Senior executives from our risk, compliance, administrative, and finance functions, as well as the Board’s or the Compensation Committee’s outside compensation consultants, are involved in this review process, which is conducted under the oversight of our Compensation Committee. The process includes executive sessions between the Compensation Committee and, as the Compensation Committee sees fit, members of management, which include representatives from the risk, administrative, legal, accounting and internal audit functions. With respect to 2013 and the compensation programs in place for 2014, based in part on the information and analyses provided by management and its own advisors, the Compensation Committee concluded that the Company’s compensation programs are not reasonably likely to have a material adverse effect on the Company. Among the features of our compensation programs considered in this review were the following:

 

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Company-wide Basis for Incentive Compensation Determinations. The annual and long-term incentive compensation of our Named Executive Officers and our other executive officers more broadly are principally determined based on our overall corporate performance and the attainment of individual performance goals, rather than on the short-term financial performance of a particular business unit, legal entity, segment, or other division of the Company.

•

Alignment of Shareholder and Executive Interests. The majority of our long-term incentive awards to our executive officers are delivered in the form of restricted shares with three- or four-year vesting periods, including performance shares that vest only on the attainment of Compensation Committee-determined performance metrics as well as service periods. We do not provide grants of equity or equity-linked instruments with a vesting term of less than three (3) years. See “Compensation Discussion and Analysis—Principal Components of Compensation—Long-Term Equity-Based Incentives.” Moreover, as described in detail below, we have adopted share ownership guidelines which apply to each executive officer and director, which requires each executive officer and director to hold significant equity interests in the Company.

 

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Tangible Performance Metrics Based Upon Corporate Performance. As described in detail below, a meaningful component of the compensation of each Named Executive Officer and each other executive officer consists of restricted common shares granted under our Performance Share Plan, as to which vesting is contingent upon the attainment of specific Company-wide performance measures as well as the completion of service periods, as established by our Compensation Committee in its sole discretion (see “Compensation Discussion and Analysis—Principal Components of Compensation” below for additional information regarding the components of compensation). In each of 2012, 2013 and 2014, 25% of the target equity awards for each Named Executive Officer included within their annual cycle compensation package was comprised of performance shares. No performance shares held by our executives vested based on 2012 or 2013 performance and 100% of the tranches of such shares related to 2012 and 2013 performance will be forfeited following the completion of the requisite three-year service period because the performance hurdles were not attained.

 

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Balanced Compensation Elements. Our compensation program for executive officers is designed to provide a balanced mix of salary, annual incentive compensation, and long-term incentive

 

								CORPORATE GOVERNANCE—CONTINUED

compensation, the realization of which depends on corporate and individual performance. The Compensation Committee believes that the mix of types of compensation delivered by the Company is not overly weighted toward a single form of compensation, or inappropriately designed to overly encourage short-term financial results or unbalanced operational execution, and instead promotes the pursuit of long-term financial performance, enterprisewide, prudent risk management and stewardship of our capital.

 

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Long-Term Focus. We aspire to be the world’s best underwriter by matching well-structured risks with efficient sources of capital. Through our operating subsidiaries, we seek to produce superior returns for our shareholders by being a trusted, long-term partner to our customers for assessing and managing risk, and by delivering responsive solutions. Overall, our strategy focuses on superior risk selection, superior customer relationships and superior capital management. By focusing on these strategic goals, we seek to produce long-term growth in tangible book value per common share plus accumulated dividends for our shareholders. We anticipate that individual periods may be marked by substantial volatility. Accordingly, we believe that our senior-most executives should have an increasing proportion of

their compensation in the form of long-term equity incentives that vest over three (3) or more years to reflect the contributions of these executive officers to our longer-term results and to foster their alignment with long-term shareholders. Moreover, we believe that our policies requiring robust long-term equity ownership of shares by our executives and directors also support alignment with long-term shareholders. As described below, unless otherwise approved by our General Counsel, we do not permit our executives or directors to hedge, pledge, effect short sales of, or enter into margin loans on, RenaissanceRe securities.

Our Compensation Committee, which consists exclusively of Independent Directors, reviews our compensation programs for consistency with our risk management practices and helps to ensure that our programs align our executives and employees with the long-term interests of shareholders and seeks to ensure the safety and soundness of our Company over the market cycles and earnings volatility that characterizes our industry. For detailed information regarding the composition of our compensation programs, see “Compensation Discussion and Analysis—Principal Components of Compensation” below.

 

All directors, officers and employees of RenaissanceRe are expected to act at all times in accordance with the policies comprising the Code of Ethics. In 2013, as in prior years, each director affirmed his or her current and continuing compliance with our Code of Ethics. During the first quarter of 2014, each director provided an updated affirmation to the Company. In addition to the web address below,

our Code of Ethics is also available in print to any shareholder upon request. Amendments to our Code of Ethics related to certain matters will be published on the RenaissanceRe website as required under SEC rules, at www.renre.com under “Investor Information—Corporate Governance.”

 

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 RenaissanceRe’s 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 under the Sarbanes-Oxley Act of 2002, the Audit Committee has established procedures pertaining to receiving, retaining, and treating complaints received regarding accounting, internal accounting controls, or auditing matters, and with respect to the confidential, anonymous submission

by Company employees of concerns regarding, among other things, questionable accounting or auditing matters.

These communications may be confidential or anonymous, and may be e-mailed, submitted in writing, 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.

 

During 2013, the Board conducted four (4) regularly scheduled meetings, each of which was attended by all of the members of the Board. The Audit Committee, the Compensation Committee and the Investment and Risk Management Committee each met four (4) times in 2013. The Transaction Committee and the Offerings Committee, each meet on an as-needed basis. The Offerings Committee met once during 2013. The Audit Committee conducted four (4) informational calls in connection with the review of our quarterly

earnings releases and periodic filings. Other than Mr. Cooper, who did not attend the February meeting of the Board prior to his retirement, all incumbent directors attended 100% of the aggregate of all Board meetings and meetings of the committees on which they served during 2013. In addition, the Board or its committees conducted certain other informational calls relating to various matters. In particular, during 2012 and 2013, a working group consisting of the Non-Executive Chair of the Board and the Chairs of each of the

 

Board’s committees conducted a number of informational meetings and other processes to assist the Compensation Committee and our full Board in connection with our leadership succession planning efforts, which culminated in 2013 with the appointment of Mr. O’Donnell, our President and Global Chief Underwriting Officer, to assume the role of Chief Executive Officer.

Our Independent Directors meet separately from Mr. O’Donnell, our sole management director, and other members of management in executive sessions each quarter. In connection with each of the

regularly scheduled Board meetings in 2013, Mr. Levy acted as the chair of the executive sessions of the Board.

The members of the Board are expected to attend the Company’s annual general meetings of shareholders. Our annual general meetings of shareholders are required by our Bye-laws to be held outside of the United States and have to date always been held in Bermuda. At the 2013 Annual General Meeting of Shareholders, all of the directors elected to the Board were in attendance.

 

								COMMITTEES OF THE BOARD

The Audit Committee presently consists of Messrs. Gibbons (Chair), MacGinnitie, and Zore. Following the Annual Meeting and the concurrent meetings of the Board and its committees in May, Mr. Zore will rotate to the Investment and Risk Management Committee, and Mr. Bushnell will rotate to the Audit Committee. The Board has determined that each member of the Audit Committee meets the independence standards of the Commission and the NYSE, respectively. The Board has also determined that each member of the Audit Committee and Mr. Bushnell is financially literate and has accounting or related financial management expertise as required by NYSE rules and satisfies the criteria of an “audit committee financial expert” under the Commission’s rules.

The Audit Committee assists the Board in fulfilling its oversight responsibilities with respect to, among other things: (i) the integrity of our financial statements; (ii) our compliance with legal and regulatory requirements; (iii) our independent auditors’ qualifications and independence; and (iv) the performance of our internal audit function and independent auditors.

The Audit Committee reviews and discusses our annual and quarterly financial statements, press releases, and other financial information and the top-line revenue estimates we provide to analysts, investors, and rating agencies, with both management and the independent auditors. The Audit Committee also reviews the effect of regulatory and accounting initiatives on our financial statements with management, the Head of Internal Audit, and our independent auditors.

In addition, the Audit Committee provides an avenue for communication between our independent auditors, financial management, and the Board. The Audit Committee has the sole authority to appoint, compensate, retain and conduct oversight of the work of our independent auditors, and to approve any proposed non-audit work to be conducted by the independent auditors. The Audit

Committee is required to obtain, at least annually, a report from our independent auditors describing the auditors’ quality control procedures, issues arising from the results of implementing such procedures, the resolution or proposed resolution of any such issues, and any relationships between the auditors and us.

Furthermore, the Audit Committee is responsible for the Board-level oversight of our management-based Controls and Compliance Committee (the “Controls Committee”). The Controls Committee is responsible for implementing and reviewing policies, procedures, and practices relating to accounting, financial reporting, internal controls, regulatory, legal, compliance, and related matters, for ensuring our compliance with applicable laws, regulations, and other relevant standards and for reviewing and approving structured or complex transactions and products that may pose accounting, regulatory, financial reporting, compliance, legal, reputation, tax, or other risks to the Company. The Controls Committee reports regularly to the Audit Committee.

The Audit Committee has adopted a written charter, which is reviewed and reassessed annually. The Audit Committee charter is available on our website at www.renre.com under “Investor Information—Corporate Governance” and is available in print upon request to any shareholder.

Representatives of our risk, administrative, legal, accounting and internal audit functions regularly participate in the meetings of the Audit Committee. Other members of management also participate regularly to support the Audit Committee’s proceedings, or as requested by the Audit Committee. Executive sessions of the Audit Committee are held in conjunction with each committee meeting throughout the year, including sessions in which the committee meets with our independent auditors and independent actuaries, as well as individual members of management including the Head of Internal Audit.

 

Pursuant to the Audit Committee charter and applicable rules of the NYSE, our Audit Committee performs an annual self-assessment. In respect of 2013, the Audit Committee concluded that, in all

material respects, it had fulfilled its responsibilities and satisfied the requirements of the Audit Committee charter and applicable laws and regulations.

 

The Compensation Committee presently consists of Ms. Hamilton and Messrs. Klehm (Chair) and Trivisonno. The Compensation Committee has responsibility for executive officer and director compensation (as well as compensation for the Head of Internal Audit), corporate governance matters, and the nomination and evaluation of directors. It has the authority to establish compensation policies and programs, to administer all employee and Board stock-based compensation plans, and to approve stock options, restricted shares, performance shares, and similar share-based grants under our stock incentive plans. As summarized above, the Compensation Committee reviews our compensation programs for consistency with our risk management practices and to assist us in seeking to ensure that our compensation programs align our executives and employees with the long-term interests of shareholders and with seeking to ensure the safety and soundness of our Company over the market cycles and earnings volatility that characterize our industry. The Board has determined that all members of the Compensation Committee meet the independence standards of Rule 16b-3 of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the NYSE.

The Compensation Committee has the authority to retain and terminate outside advisors, including compensation consultants and counsel, to assist it with its responsibilities, including its evaluation of our compensation plans and programs and the determination of the actual and proposed compensation for executive officers and directors. The Compensation Committee also has the authority to approve any such consultant’s fees and the other terms of such retention, which is at RenaissanceRe’s expense. The Compensation Committee’s current utilization of outside compensation consultants on executive compensation matters is summarized below under “Compensation Discussion and Analysis—Governance and Compensation Process—The Use of Third-Party Advisors.”

On behalf of the Board, our Compensation Committee collaborates with our Chief Executive Officer in the development and monitoring of our programs for emergency and long-term executive succession. The Compensation Committee generally reviews these matters with our Chief Executive Officer quarterly. Individuals who are identified as having potential for senior executive positions are identified to the Compensation Committee, in part utilizing the results of the Company’s internal review and feedback processes. The careers of such persons 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 Compensation Committee regularly briefs the full Board on these matters. In February 2014, the Company announced that, effective July 1, 2014, Ross A. Curtis will become the Company’s Group Chief Underwriting Officer, a post currently held by Mr. O’Donnell; that the position of Active Underwriter of RenaissanceRe Syndicate 1458 at Lloyd’s will transition from Mr. Curtis to Bryan M. Dalton, Senior Vice President, through the balance of 2014, subject to regulatory approval; and that,

during 2014, David E. Marra will relocate to the Company’s Connecticut office, where he will continue to lead the development of the U.S. specialty reinsurance business as President of RenaissanceRe Underwriting Managers U.S. LLC. These leadership transitions reflect our long-term succession and executive development planning.

Pursuant to applicable NYSE rules, the Board has accorded to the Compensation Committee the responsibility to consider the effectiveness and composition of the Board, and to nominate candidates for election by our shareholders, and to fill vacancies on the Board that emerge from time to time. The Compensation Committee has articulated and communicated with the Board the capabilities, attributes, characteristics and traits it believes support effective director contributions and fiduciary oversight in light of the criteria set forth below. From time to time in prior years, and including in 2013, the Compensation Committee engaged executive recruiters to identify potential nominees for director, including in respect of the criteria referred to above, and to provide related services such as background checks and other due diligence.

In connection with its consideration of potential nominees for election by shareholders, the Compensation Committee will consider nominees to the Board recommended by no fewer than twenty shareholders holding in the aggregate not less than 10% of the outstanding paid-up share capital of RenaissanceRe. Any such 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 Exchange Act and the rules and regulations promulgated thereunder (“Proxy Filings”). The written notice must also include the following information with regard to the shareholders giving the notice:

 

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the name and record address of such shareholders;

 

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the class or series and number of shares of capital stock of RenaissanceRe that are owned beneficially or of record by such shareholders;

 

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a description of all arrangements or understandings between such shareholders and each proposed nominee and any other person (including his or her name and address) pursuant to which the nomination(s) are to be made by such shareholders;

 

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a representation that such shareholder intends to appear in person or by proxy at the annual general meeting of shareholders to nominate the persons named in its notice; and

 

								COMMITTEES OF THE BOARD—CONTINUED

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any other information relating to such shareholder that would be required to be disclosed in a Proxy Filing.

Such notice must be accompanied by a written consent of each proposed nominee to be named as a nominee and to serve as a director if elected. The Compensation Committee may refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedure.

Assuming that the shareholders suggesting a nomination follow the procedure outlined above, in considering whether to recommend any candidate for inclusion in the Board’s slate of recommended director nominees, the Compensation Committee will evaluate those candidates by following substantially the same process, and applying substantially the same criteria, as for candidates submitted by Board members or by other persons. These criteria typically include the candidate’s integrity, business acumen, leadership qualities, experience in the reinsurance, insurance, and risk-bearing industries and other industries in which RenaissanceRe may participate, independence, judgment, mindset, vision, record of accomplishment, ability to work with others, and potential conflicts of interest. The Compensation Committee does not assign specific weight to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. Our Board believes that the backgrounds and qualifications of the directors, considered as a group, should provide a significant composite mix of experience, knowledge, and abilities that will allow the Board to fulfill its responsibilities. To that end, the Board considers, among other factors, the diversity of candidates for directors. See “Corporate Governance—Director Qualifications and Director Nominee Considerations” and “Corporate Governance—Board Diversity” above.

The Compensation Committee has adopted a written charter, which is reviewed and reassessed annually. The Compensation Committee charter is available on our website at www.renre.com under “Investor Information—Corporate Governance” and is available in print upon request to any shareholder.

Pursuant to the Compensation Committee charter and applicable NYSE rules, our Compensation Committee performs an annual self-assessment. In respect of 2013, the Compensation Committee concluded that, in all material respects, it had fulfilled its responsibilities and satisfied the requirements of the Compensation Committee charter and applicable laws and regulations.

The Compensation Committee is responsible, after consideration of the desires of individual Board members and of the input of the Non-Executive Chair of the Board and the Chief Executive Officer, for the

assignment of Board members to various committees. Chair assignments are expected to be rotated from time to time, although exceptions may also be made as circumstances warrant (for example, the deepening of relevant expertise). Non-chair assignments are expected to be rotated periodically, though not necessarily within any specified time frame, to promote new perspectives within each committee.

Our Chief Executive Officer, Chief Administrative Officer, and General Counsel participate in the Compensation Committee’s meetings. Other members of management also participate regularly to support the Compensation Committee’s proceedings, or as requested by the Compensation Committee. The Compensation Committee meets regularly in executive session at each of its meetings without members of management present. Our Chief Executive Officer provides the Compensation Committee with strategic context regarding our products, underwriting and operational risks, strategy and performance, and shareholder value-creation over time, as well as advising the Compensation Committee on matters such as the alignment of our incentive plan performance measures with our overall strategy, and the impact of the design of our equity incentive awards on our ability to attract, motivate, and retain highly talented executive officers. The Chief Executive Officer also makes recommendations to the Compensation Committee regarding compensation for current or proposed executive officers, who are supervised by our Chief Executive Officer, including his evaluation of the performance of our Named Executive Officers (other than the Chief Executive Officer), who are currently the senior members of our executive management team. Our Chief Administrative Officer, among other things, provides the Compensation Committee with internal and external analyses regarding the structure and competitiveness of our compensation programs and the details of the design and operation of our various compensation and incentive plans, and provides the Compensation Committee with detailed reviews of the estimated and actual results for the performance measures impacting estimated and actual payments to the executive officers. Our General Counsel is available at meetings to provide input on the Board’s and the Compensation Committee’s governance and legal obligations, and to provide analyses of obligations for developments relating to the legal and regulatory environment applicable to us. Moreover, attendance by the Chief Executive Officer and other members of management facilitates management’s review of this Proxy Statement in order to determine that the Compensation Discussion and Analysis included in this Proxy Statement is appropriate and for purposes of the executive officer certification required by the Sarbanes-Oxley Act of 2002.

 

The Investment and Risk Management Committee presently consists of Messrs. Bushnell, Gray, and Santomero (Chair). Following the Annual Meeting and the concurrent meetings of the Board and its committees in May, Mr. Bushnell will rotate to the Audit Committee, and Mr. Zore will rotate to the Investment and Risk Management Committee. The primary purposes of the Investment and Risk Management Committee, as outlined in its charter, are to assist the Board with oversight of the Company’s (a) investment activities and (b) financial risk management. Our Chief Financial Officer, Chief Risk

Officer, Chief Investment Officer, and the President of RenaissanceRe Ventures Ltd., among other members of management from time to time, participate in the Investment and Risk Management Committee’s meetings. However, the Investment and Risk Management Committee regularly meets in executive session without members of management present.

With respect to investment activities, among other things, the Investment and Risk Management Committee (i) advises the Board

 

regarding the Company’s investment-related activities, including its investment guidelines and benchmarks, specific investment transactions, investment manager review and investment performance; (ii) oversees the development of, maintenance of, and compliance with appropriate investment strategies, guidelines and objectives, including asset allocation, and seeks to ensure that adequate procedures are in place to monitor adherence to the Company’s investment guidelines; (iii) oversees the means and process by which the Company discharges its fiduciary duties with respect to investment matters to minority investors in the Company’s managed joint ventures; and (iv) oversees the strategic asset allocations of our investment portfolio.

With respect to financial risk management, among other things, the Investment and Risk Management Committee (i) assists the Board in assessing and providing oversight to management relating to the identification and evaluation of the Company’s financial, non-operational risks, which is closely coordinated with the Audit Committee; (ii) oversees the establishment and maintenance of regular reporting systems from management to the Investment and Risk Management Committee with respect to current and projected

financial, non-operational risks, and assesses the adequacy of management’s risk assessments and the appropriateness of any significant judgments made by management in such assessments; (iii) regularly inquires of management about significant financial, non-operational risks or exposures and assesses the steps management has taken or plans to take to minimize, offset or tolerate such risks; (iv) reviews and reports to the Board, as appropriate, as to risks in the Company’s liability portfolios; (v) reviews the process and systems by which the Company manages its third-party credit exposures; and (vi) oversees our corporate risk management, including the financial risk associated with the insurance and reinsurance we write.

The Investment and Risk Management Committee has adopted a written charter, which is reviewed and reassessed annually. The Investment and Risk Management Committee also conducts an annual self-evaluation of its performance including its effectiveness and compliance with its charter. In respect of 2013, the Investment and Risk Management Committee concluded that, in all material respects, it had fulfilled its responsibilities and satisfied the requirements of the Investment and Risk Management Committee charter.

 

Our directors seek to effectuate effective oversight of management’s efforts to ensure the safety and soundness of our Company and our appropriate implementation of risk mitigation policies and programs. In addition to the specific risk management activities conducted by the standing committees of the Board as summarized above and as contemplated in the charters of each of the committees, the committees seek to regularly review the coordination of their oversight of our financial and operating risks and routinely collaborate to address specific matters requiring coordination and cross-committee

oversight. Among other things, regular agenda items of the standing committees foster consideration of reported items for potential reporting to other committees or to the full Board, and the quarterly agenda of the full Board regularly provides for reporting by each standing committee in respect of these discussions. We believe that these and other collaborative efforts of the Board’s oversight support our efforts to sustain high levels of enterprisewide risk management, as well as facilitate sound corporate governance.

 

The Transaction Committee presently consists of Messrs. Gibbons, Levy, MacGinnitie 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. The Transaction Committee meets on an as-needed basis and did not meet in 2013.

 

The Offerings Committee presently consists of Messrs. Gibbons, Levy and O’Donnell (Chair). The Offerings Committee has the authority to consider and approve, on behalf of the full Board, transactions pursuant to RenaissanceRe’s shelf registration program,

including setting the terms, amount and price of any such offering. The Offerings Committee meets on an as-needed basis and met once in 2013.

 

Mr. Levy currently serves as the Non-Executive Chair of the Board. In addition to chairing each meeting of the Board, Mr. Levy’s role as Non-Executive Chair of the Board includes: (i) the authority to call meetings of the Board; (ii) setting the agendas for the Board meetings and executive sessions to ensure that the 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 arising in the

executive sessions, as appropriate; (v) facilitating discussion among the Independent Directors on key issues and concerns outside of a Board meeting and serving as a non-exclusive conduit to the Chief Executive Officer of the views, concerns, and issues of the Independent Directors; (vi) interviewing candidates for directorship; and (vii) together or in coordination with Mr. O’Donnell, representing the organization in external interactions with certain of the Company’s stakeholders and employees.

 

								COMMITTEES OF THE BOARD—CONTINUED

Mr. Levy does not serve as a member of the Audit Committee, the Compensation Committee or the Investment and Risk Management Committee, but rather attends such meetings and other functions of the

committees on an ex officio basis as the facts and circumstances warrant. As noted, Mr. Levy serves as a member of the Transaction Committee and Offerings Committee, which meet on an as-needed basis.

 

Under the Exchange Act, our directors and executive officers, and any persons holding more than 10% of the outstanding common shares, are required to report their initial ownership of common shares and any subsequent changes in that ownership to the Commission. Specific filing dates for these reports have been established by the Commission, and we are required to disclose in this Proxy Statement any failure by such persons to file these reports

in a timely manner during the 2013 fiscal year. Based upon our review of copies of such reports furnished to us, we believe that during the 2013 fiscal year our executive officers and directors and the holders of more than 10% of the outstanding common shares complied with all reporting requirements of Section 16(a) under the Exchange Act.

 

								DIRECTOR SHARE OWNERSHIP GUIDELINES

Our non-executive directors receive the majority of their directors’ compensation in RenaissanceRe equity, and are required to maintain certain ownership levels of common shares during their service. The number of shares that must be held is that number which is equivalent to a five (5) times multiple of the current annual cash retainer applicable to the director (or such lesser amount as the director may have been granted to date). See “Director Compensation—Director Equity Ownership Policy” for more information on our share ownership guidelines. Our Compensation Committee retains discretion to waive non-compliance with our director equity ownership policy in light of an individual director’s

particular facts and circumstances from time to time. For information on the Independent Directors’ share ownership, see “Security Ownership of Certain Beneficial Owners, Management and Directors.” In addition, our Independent Directors and executive officers are subject to our anti-hedging and other trading policies, which, unless otherwise approved by our General Counsel, prohibit transactions in our securities outside of Company designated “window” periods (except pursuant to previously adopted, approved Rule 10b5-1 plans), hedging the market value of any of the Company’s securities, and short sales of, or margin loans on, RenaissanceRe securities.

 

No director who served on the Compensation Committee during fiscal year 2013 was, during fiscal year 2013, an officer or employee of the Company or was formerly an officer of the Company, or had any relationship requiring disclosure by the Company as a related party transaction under Item 404 of Regulation S-K. No executive

officer of the Company served on any board of directors or compensation committee of any other company for which any of the Company’s directors served as an executive officer at any time during fiscal year 2013.

 

								AUDIT COMMITTEE REPORT

								COMPENSATION DISCUSSION AND ANALYSIS

Highlights of our Compensation Program

What We DO:

 

ü

Tie Pay to Performance. A significant portion of each Named Executive Officer’s annual compensation is tied to corporate and individual performance, including the determination of each Named Executive Officer’s annual cash incentive bonus and the amount of performance shares that are earned under our Performance Share Plan.

 

ü

Mitigation of Risk. We seek to design and manage our compensation plans in part to manage business and operational risk in conjunction with our broader enterprisewide risk management efforts, including by designing elements intended to discourage short-term risk taking at the expense of long-term results.

 

ü	Conduct an Annual Say-on-Pay Vote. We value our shareholders’ input on our executive compensation programs and provide them with the opportunity each year to vote to approve, on a non-binding, advisory basis, the compensation of our Named Executive Officers in our proxy statement.

 

ü

Stock Ownership Guidelines. To further align the interests of our Named Executive Officers and our shareholders, our Named Executive Officers are subject to a robust equity ownership policy with our Chief Executive Officer required to hold 7.5 times his actual salary and each of our other Named Executive Officers required to hold 4.5 times their respective target salary. Each of our Named Executive Officers currently holds equity in excess of these tests.

 

ü

Trading Policies. Our employees, including our Named Executive Officers, are subject to our trading policies, which generally prohibit, among other things, our employees and directors from directly hedging the value of, entering into short sales or margin loans on, or pledging any of our securities.

 

ü	Required Minimum Vesting Periods. We utilize vesting periods of no less than three years under our long-term incentive plans to align the long-term interests of our Named Executive Officers with those of our shareholders.

 

ü

Clawback Policy. Our Board has authority to recoup certain compensation payments to our Chief Executive Officer in the event the Company is required to file an accounting restatement with the SEC due to the material noncompliance of the Company with applicable securities law financial reporting requirements.

What We DO NOT Do:

 

û

No Vesting of Performance Shares if Threshold Performance is Not Achieved. No performance shares will vest with respect to a performance year if our relative total shareholder return rank is below the 35th percent of our peer group. No performance shares related to 2012 or 2013 performance held by our executives vested, with 100% of these tranches of performance shares to be forfeited.

 

û	No Tax Gross-ups for Excise Taxes. We do not provide employees, including our Named Executive Officers, with a gross-up for U.S. excise taxes that may be imposed as a result of severance or other payments deemed made in connection with a change of control.

 

û	No Tax Gross-ups on Perquisites to Named Executive Officers. Our Named Executive Officers are not entitled to U.S. federal income tax gross-ups on perquisites.

 

û	No Repricing of Stock Options. Our stock incentive plans prohibit the repricing of stock options and stock appreciation rights without prior shareholder approval.

 

û	No Special Retirement Programs for Executive Officers. Our Named Executive Officers do not participate in any retirement programs not generally available to our employees.

 

û

No Unapproved Trading Plans. Our Named Executive Officers are prohibited from establishing a trading plan pursuant to Exchange Act Rule 10b5-1 without pre-approval and such plans, generally, must have a waiting period of at least 90 days; further no Named Executive Officer may trade in our stock outside of such a plan without pre-approval.

 

û	No Payment of Dividends on Unvested Performance Shares. We do not pay dividends or dividend equivalents on unearned and unvested performance shares.

 

û	No Vesting of Equity Awards in Less than Three Years. Our long-term equity-based incentive awards, whether in performance shares, restricted shares, cash-settled restricted units, or otherwise, all provide for vesting across a period of three or more years.

 

Fiscal Year 2013 Highlights

RenaissanceRe achieved strong operating and financial performance in 2013, notwithstanding the increasingly competitive reinsurance market. Among other things, we achieved:

 

•

An increase in tangible book value per common share plus change in accumulated dividends of 19.7%, which was the highest in our peer group (see “—The Market for Talent” below for additional information regarding our peer group);

 

•

An operating return on average common equity of 19.4%, the highest in our peer group;

 

•

An increase in gross premiums written of $98.1 million or 6.4%, excluding the impact of net reinstatement premiums written from large losses;

 

•

Total shareholder return of 21.3% (following total shareholder returns of 10.8% in 2012 and 18.6% in 2011);

 

•

A share price to tangible book value per common share multiple of 1.23x, one of the highest multiples among our peers; and

 

•

Substantial returns of capital to our investors, including $282.1 million of capital to our shareholders through share repurchases and dividends.

As described in detail below, this strong absolute and relative financial and operating performance for 2013 contributed to a calculated business performance factor that would have exceeded the maximum permitted for our annual incentive bonuses and, thus, the business performance factor was capped at the maximum. See “—Principal Components of Compensation—Performance-Based Annual Incentive Bonus” below for additional information regarding the business performance factor.

We believe that 2013 represented a successful year in respect of our long-term strategic objectives and the execution of our 2013 tactical plan. Among other things, we:

 

•

Executed successfully on our long-term leadership development and succession planning process, which culminated in 2013 with the appointment of Mr. O’Donnell, our President and Global Chief Underwriting Officer, as our Chief Executive Officer, while maintaining and, we believe, enhancing relationships with clients, intermediaries, rating agencies and other key stakeholders;

 

•

Maintained a portfolio of assumed risks that we judged to be qualitatively attractive and that outperformed peer market comparatives that we utilize internally, augmented by the successful completion of projects to build, enhance or refresh important tools, databases, models, and systems we utilize for strategic risk management activities including portfolio construction, analysis, and diagnostics;

 

•

Executed on a number of tactical decisions that contributed to a well-constructed net portfolio of assumed risks throughout 2013, including our determination to expand capacity in respect of the January renewal season when market conditions were comparably more attractive, our assumed and ceded decisions in respect of the June and July renewal season, and our execution of joint venture and other third-party capital structures;

•

Grew our managed gross international and retrocessional book from 2012 to 2013 reflecting our assessment of then-current risk-adjusted market opportunities in those lines, new product launches and client expansion;

 

•

Effected the successful disposition of our former U.S.-based weather and weather-related energy risk management unit;

 

•

Continued to expand our specialty reinsurance line of business by adding key team members, new product offerings, and improved internal risk management tools and recognized that expansion by designating specialty reinsurance as a segment of our business in 2014;

 

•

Supported our strong customer relationships by increasing our product offerings to address client demands, in part through innovative third-party capital structures such as Upsilon and the expanded product and geographic presence supported by our initiatives in London, Singapore and the United States, and as supported by customer feedback and our strong statistical results reflected in a leading industry customer research survey’s 2013 release;

 

•

Continued the growth of our Lloyd’s syndicate consistent with our long-term goals for the business by adding key team members, expanding our portfolio’s diversity and investing in the systems and tools necessary to comply with the evolving regulatory requirements applicable to the Lloyd’s syndicate;

 

•

Furthered our leadership in the deployment of third-party capital in our sector with initiatives that included the expansion of the Upsilon structure, thus, creating additional reinsurance capacity for the worldwide aggregate retrocessional reinsurance market, launching two catastrophe bonds through Mona Lisa Re Ltd., totaling $200.0 million in aggregate principal amount, expanding the capital base of DaVinci Reinsurance Ltd. by securing additional third party institutional investors which we believe to be capable of long-term commitments and enhancing the optimization of our funded and contingent capital structure;

 

•

Effected substantial capital returns in 2013, notwithstanding our expanded gross written premiums, including $207.9 million of common share repurchases, $49.3 million of dividends to holders of common shares, $24.9 million of dividends to holders of preference shares and the redemption of $275.0 million of preferred equity securities. In addition, in 2013, we returned an aggregate of $294.7 million of capital to third party investors in our managed joint ventures;

 

•

Commenced business as a general reinsurer at our licensed Singapore branch of Renaissance Reinsurance Ltd., completed and filed licensing materials as a general reinsurer in Singapore for a branch of DaVinci Reinsurance Ltd. and commenced business at our specialty reinsurance agency domiciled in Connecticut after obtaining an insurance intermediary broker license for RenaissanceRe Underwriting Managers U.S. LLC, each further expanding our ability to offer property catastrophe and specialty reinsurance products globally;

 

•

Balanced our liquidity and capital resource capabilities through securities markets transactions and adjustments to our existing credit and letter of credit facilities, including raising $275.0 million through the issuance of Series E Preference Shares, redeeming

 

								COMPENSATION DISCUSSION AND ANALYSIS—CONTINUED

the remaining Series D Preference Shares for $150.0 million and redeeming $125.0 million of the Series C Preference Shares, increasing our revolving credit facility to $250.0 million, reducing our principal secured letter of credit facility to $250.0 million and amending our European letter of credit facility;

 

•

Maintained or upgraded all our ratings from A.M. Best and the major rating agencies (including the S&P’s highest ERM rating of “Very Strong”) for our operating businesses and our joint ventures at levels allowing our businesses to competitively market their balance sheets;

 

•

Successfully implemented a range of other strategic projects including key initiatives related to our reinsurance accounting systems and investments platform, our suite of risk management tools, the potential advent of Solvency II, our U.S. federal and state government engagement efforts, and other items reviewed, approved and monitored by our Board;

 

•

Generated strong risk-adjusted returns from our investment portfolio, with total investment gains of $235.1 million in 2013, reflecting, among other things, our determination to effect a public

equity allocation and strong results from our portfolio of strategic investments;

 

•

Retained in 2013 each member of our senior leadership team and each key risk taking executive notwithstanding significant competition for talent in our sector from new or non-traditional competitors as well as from established firms; and

 

•

Maintained compensation programs for fiscal year 2013 whose structure, elements, and incentives incorporate a range of components that we believe help to mitigate potential risks, support our long-term risk-management culture and needs, and do not give rise to material risks. For additional information regarding how the Company manages risk, see “Corporate Governance—Risk Oversight” and “Corporate Governance—ERM and Executive Compensation” above.

In light of the foregoing and for the reasons set forth below, the Compensation Committee recommends that our shareholders vote favorably on this year’s resolution in Proposal 2 to approve 2013 Named Executive Officer compensation.

 

Over time and in light of our business strategy, we have sought to develop a compensation philosophy that both supports and is consistent with our risk-management practices, and that helps to ensure that our compensation programs align our executives and employees with the long-term interests of our shareholders. To support our mission to seek to be the best underwriter, our strategy is to operate an integrated system to match well-structured risk and efficient capital. We believe that operating our business as an integrated system enables us to pursue three competitive advantages: superior customer relationships, superior risk selection and superior capital management. Accordingly, we rely on a team-based approach to lead, manage, and operate the Company. As a result, our senior executive officers generally have responsibilities not only relating to their respective business units or functions, but also in developing, implementing, and monitoring our overall strategic plan, maintaining and enhancing our operations and resources, identifying, analyzing, responding to, and managing various risks impacting the Company from time to time, and developing and addressing our policy, talent, and leadership needs on a Company-wide basis. Our compensation philosophy therefore seeks to reinforce and reward this team-based culture and approach by incentivizing our Named Executive Officers through pay practices based substantially on the

overall success of the Company, rather than that of individual business units or functions. Furthermore, our compensation philosophy seeks to ensure the operational and financial consistency of our Company over the market cycles and earnings volatility that characterize our industry. For a discussion of the application of our compensation philosophy to our performance-based annual incentive bonus, see “—Principal Components of Compensation—Performance-Based Annual Incentive Bonus” below.

The key principles of our executive compensation philosophy are:

 

•

Aligning shareholder and executive interests through significant share ownership and retention requirements for all of our senior management, including each of our Named Executive Officers;

 

•

Fostering performance-based compensation by holding a meaningful portion of pay at risk through our performance-based annual incentive bonus and our long-term equity program; and

 

•

Encouraging a team structure that supports our strategy of operating through an integrated system and rewarding team success that has a positive impact on business results.

 

The appointment of Mr. O’Donnell to the position of Chief Executive Officer, President and Global Chief Underwriting Officer was the culmination of a multi-year, robust succession planning process led by our Compensation Committee. In connection with his appointment, the Company and Mr. O’Donnell entered into a further amended and restated employment agreement, effective as of July 1, 2013 (the “Restated Employment Agreement”).

During the succession planning process, and in connection with the negotiation of Mr. O’Donnell’s Restated Employment Agreement, the Compensation Committee consulted with and received advice and recommendations from the Non-Executive Chair and the Chairs of each of the Board’s other committees. The Compensation Committee also received advice and recommendations from Mercer, its independent compensation consultant; Wachtell, Lipton, Rosen &

 

Katz LLP, the Compensation Committee’s external legal counsel; Willkie Farr & Gallagher LLP, the Company’s external legal counsel; and senior members of management. In determining Mr. O’Donnell’s go-forward compensation, the Compensation Committee was mindful of creating a competitive compensation package for Mr. O’Donnell which was consistent with our compensation philosophy and practices, strongly linked pay with performance, and aligned his compensation with our strategic objectives and the creation of long-term value for our shareholders. The Compensation Committee also reviewed and considered Mr. O’Donnell’s expanded roles and responsibilities, his prior contributions to the Company, his legal rights under his pre-existing employment agreement with the Company, the compensation provided to our previous Chief Executive Officer and relevant market data. Mr. O’Donnell’s Restated Employment Agreement provides for an annual base salary of not less than $975,000, a target annual cash bonus of 165% of annual base salary and a target annual equity incentive award of 300% of annual base salary.

Additionally, in connection with his appointment to Chief Executive Officer, to provide appropriate long-term incentives reflecting his expanded roles and responsibilities and to further align his interests with our shareholders, Mr. O’Donnell was awarded a special equity award, subject to pro-rata vesting over four (4) years, comprised of (i) 21,485 restricted shares and (ii) 17,904 performance shares, which amount represents the number of shares that could potentially vest if maximum performance is attained (i.e., 250% of target). None of the performance shares granted will vest if the threshold performance levels are not attained. The shares issued had an aggregate grant date value of $2.5 million, assuming target performance of the performance shares. For a detailed description of the terms of the equity awards granted to Mr. O’Donnell, see “—Principal Components of Compensation—Long-Term Equity-Based Incentives” below.

In connection with his transition, the Company and Mr. Currie entered into a Transition and Services Agreement, dated May 15, 2013 (the “Transition Agreement”). During the succession planning process and the negotiation of the Transition Agreement, the Compensation Committee, in consultation with the Non-Executive Chair and the Chairs of each of the Board’s other committees, determined that ensuring an orderly transition from Mr. Currie to Mr. O’Donnell was critical for the Company, and that having Mr. Currie remain employed with the Company through the scheduled expiration date of his pre-existing employment agreement with the Company on February 22, 2014 would best limit the risks and disruptions that are associated with any transfer of leadership. In determining Mr. Currie’s compensation through February 22, 2014, the Compensation Committee also considered, among other things, Mr. Currie’s legal rights under his pre-existing employment agreement with the Company. Pursuant to the Transition Agreement, Mr. Currie was entitled to receive all compensation and benefits set forth in his employment agreement with the Company, on their regularly scheduled payment dates, through the date of his retirement on February 22, 2014. The Transition Agreement did not provide Mr. Currie with any compensation or benefits not provided for in his pre-existing employment agreement. Moreover, the Compensation Committee and Mr. Currie agreed that given the change to Mr. Currie’s duties and responsibilities following his transition in July 2013, it was appropriate to provide that his annual bonus paid in 2014 (in respect of 2013 performance) would be determined based on target bonus amounts. As described below, our continuing Named Executive Officers received 150% of their target annual bonus. By receiving his cash-based performance bonus at target rather than multiplying his target bonus by the business performance factor, as afforded to the other Named Executive Officers and applied to varying degrees to employees Company-wide, Mr. Currie’s bonus was reduced by $871,035, see “—Principal Components of Compensation—Performance Annual Incentive Bonus” below for additional information.

 

Annual compensation realized by our Named Executive Officers in 2013 was below targeted levels, driven by the forfeiture of all performance shares relating to the 2013 performance period. This was despite an increase in cash compensation for 2013, driven principally by our excellent operating results and a corresponding

increase in the business performance factor applied to the 2013 annual cash incentive performance bonus as compared to 2012. Other than Messrs. O’Donnell and Branagan, no Named Executive Officer received an increase in their base salary.

 

								COMPENSATION DISCUSSION AND ANALYSIS—CONTINUED

2013 Performance Share Results

Whereas our business performance factor, which pertains to the annual cash-based performance bonus of our Named Executive Officers and other employees, is in part measured through financial performance and in part based on our strategic accomplishments, as assessed through the process outlined below (see “—Principal Components of Compensation—Performance-Based Annual Incentive Bonus” below), our performance share program is purely formulaic.

For each grant since inception of our performance share program, the Compensation Committee has established performance thresholds based upon the Company’s total shareholder return relative to our peer group over a three-year period. The Compensation Committee believes that total shareholder return is one of the most material measures of the long-term success of the Company’s business. Relative total shareholder return has been selected in light of several factors, most significantly its likely correlation to long-term growth in tangible book value per common share; its amenability to calculation, verification and comparison; and the direct correlation with shareholder results over the performance period. The Compensation Committee may consider and select alternative or supplemental metrics in the future.

The performance-based vesting of one-third of the award is determined at the end of each year of the performance period, and all earned shares remain subject to a service-based vesting requirement through the end of the full three-year period. Although, for 2013, we had total shareholder return for purposes of the Performance Share Plan of 17.6%, as determined by the Company pursuant to the terms of the Performance Share Plan and approved by the Compensation Committee, our peer group in general experienced higher total shareholder returns. This primarily resulted from our having maintained strong total shareholder return of 18.6% through the challenging 2011 fiscal year, which was a period in which our peers generally saw substantial declines; and when our peers generally experienced a continued recovery in value in 2013 our relative performance lagged.

Given our relative total shareholder return performance for 2013, the tranches related to 2013 performance are not eligible to become vested and will be forfeited following the end of the applicable three-year vesting period; this impacted one-third of the performance shares granted in each of the 2011-2013, 2012-2014 and 2013-2015 performance share cycles, as shown in the following table:

 

The target value of the forfeited shares for each of our 2011-2013, 2012-2014 and 2013-2015 performance share cycles and Mr. O’Donnell’s 2012 and 2013 special performance share awards is shown in the table below. The values shown represent the value of the number of performance shares (together with any accrued but unpaid dividends), measured at December 31, 2013, that will be forfeited by the respective Named Executive Officers.

 

Name		2011-2013 Performance Share Grants—Value of Performance Shares  Forfeited at Target (1)
Kevin J. O’Donnell			$     936,079
Peter C. Durhager			$     404,012
Jeffrey D. Kelly			$     420,811
Ian D. Branagan			$     308,153
Stephen H. Weinstein			$     318,515
Neill A. Currie			$  3,493,388

(1)	Based on the closing price of the common shares of $97.34 on December 31, 2013.

Pay and Performance over the Long Term

In respect of 2013, the management of the Company commissioned Towers Watson to provide a third-party independent review of the

alignment between historically realized pay and performance for our Named Executive Officers, as Towers Watson has performed in other recent prior years.

Pay realized over the short and long term and financial performance across key financial measures were compared on a relative basis to our peer group (see “—The Market for Talent” below for additional information regarding our peer group) to determine whether the Company’s performance was aligned with the realizable pay delivered to our Named Executive Officers. For purposes of this analysis, realizable pay is defined for the relevant period as base salary earned, plus actual performance-based incentive bonus paid, plus the fiscal year end value of equity awards as defined by: the “in-the-money” value of stock options granted in the period; the value of the restricted shares granted in the period; and/or the value of the equity underlying performance share or unit awards settled in the period. This analysis was conducted over both one-year and three-year periods for all Named Executive Officers as well as a five-year period for our Chief Executive Officer.

Overall, the review confirmed that there was alignment over all three time periods, with the strongest alignment in the longer-term perspectives consistent with our executive compensation philosophy. Because of the highly volatile nature of our business and industry, we seek to structure our pay programs to align with performance over the long term.

 

The following graphs illustrate the alignment of our Chief Executive Officer’s three-year realizable pay, based on the most recently available complete

peer group proxy data, with tangible book value per common share and total shareholder return, respectively, as compared to our current peer group. ⁽¹⁾

 

Amendment of Senior Executive Employment Agreements

In April 2013, in connection with the Compensation Committee’s decision to amend certain aspects of the Company’s compensation programs and agreements relating to equity vesting upon a termination of employment, the employment agreements of each member of our senior executive team, including our Named Executive Officers, were amended. The amendments are designed to enhance aspects of our risk management, to encourage employee retention and to further align the interests of the Company’s shareholders and each of these executives by providing each of the executives with a continued interest in the Company’s performance following certain qualifying terminations, and by eliminating the rights of those executives to receive accelerated vesting of outstanding equity awards while still employed by the Company upon reaching retirement eligibility.

The amendments to the employment agreements provide that all performance shares held by the executive upon a termination (other

than a termination by the Company for cause or the executive without good reason) will remain outstanding through the applicable performance periods and will vest based on the actual level of achievement of the applicable performance goals at such time or times as would have been the case if the executive had remained employed through all applicable service vesting periods. We believe that these amendments enhance our risk management and executive alignment with shareholder results by requiring our senior executives to remain exposed in part to the shareholder impacts of decisions and actions made or contributed to by those executives through to the end of their terms of service, and to have a continuing interest in our shareholder results following the end of their term.

In addition, in connection with the amendments to their respective employment agreements, each member of our senior executive committee team, including our Named Executive Officers, has agreed to waive his right pursuant to his employment agreement to an acceleration of certain outstanding unvested equity on the attainment of his retirement eligibility date (that is, the date on which the sum of

 

								COMPENSATION DISCUSSION AND ANALYSIS—CONTINUED

the executive’s age and years of service equals 65, subject to a minimum of five (5) years of service). These waivers are applicable to all currently outstanding and future equity grants. Management and the Compensation Committee determined that these changes will

enhance the retentive power of our long-term incentive awards, including both annual compensation awards and special performance awards, and further encourage long-term alignment of our senior most executive team and our shareholders.

 

At our 2013 Annual General Meeting of Shareholders, our Say on Pay Proposal resulted in a favorable vote from approximately 94% of the shares cast. We believe this high percentage primarily was due to the appropriateness of the overall design of our compensation programs and our regular communications with our shareholders and responsiveness to shareholder feedback obtained through our regular engagement process. After consideration of the shareholder input we received, which in general supported the structure and design of our compensation plans and programs, particularly our emphasis on long-term equity awards, as well as our strong performance and management’s and the Compensation Committee’s assessment of the continuing success of our compensation programs, the Compensation Committee determined that the overall design of our compensation programs during 2013 would be maintained consistent

with immediate past years. The Compensation Committee will continue to work to ensure that our Named Executive Officers’ interests are aligned with our shareholders’ interests to support long-term value creation and continue to strengthen the Company. In addition, we have a regular and robust outreach program aimed at our largest institutional shareholders wherein we from time to time engage them in discussions regarding our executive compensation program and we intend to continue that in the coming year.

Consistent with the shareholder resolution on the frequency of the vote to approve our Named Executive Officer’s compensation, the Compensation Committee has determined to submit an advisory vote on an annual basis.

 

Our compensation design framework, outlined below, holds our Named Executive Officers accountable for annual and long-term performance, manages compensation-related risk-taking within the parameters of our philosophy, and supports the guiding principles

that drive our overall pay philosophy. The table below describes the components of our pay program and how each singularly and collectively supports that philosophy.

 

Although the Compensation Committee has determined not to mandate a specific allocation among the components of pay listed above, it is the Compensation Committee’s policy that a majority of total direct compensation paid to our Named Executive Officers be at risk, with a substantial portion subject to the achievement of performance objectives as well as service-based criteria. Our pay for performance approach to compensation provides that a large

percentage of a Named Executive Officer’s total compensation should be “at-risk” in the form of incentive awards, the majority of which are structured to be long-term in nature with both performance vesting and time service conditions to further align the interests of the Named Executive Officers with those of our shareholders and the long-term success of our organization.

 

								COMPENSATION DISCUSSION AND ANALYSIS—CONTINUED

The target pay mixes between fixed and at-risk pay of our Chief Executive Officer and our other Named Executive Officers for 2013,

which illustrate the Company’s emphasis on long-term and at-risk compensation, are reflected in the charts below:

 

We believe that our success depends in large part upon our ability to attract and retain our senior executive officers. Our culture, which we believe to be distinctive and inherent to our strategy, is team-focused and designed to reward team performance. We seek to recruit and retain senior executives who possess a number of specific personal and professional qualities that will make contributions to the ongoing success of the Company. We believe that our requirement that executives possess such criteria limits our available talent pool and makes it critical that we retain our key talent. We are subject to competition to recruit our senior executives and other key employees, exacerbated by the industry-leading returns that we have generated since our inception, our reputation for innovation, and the strong relationships we seek to foster with clients, brokers, capital providers, regulators, and rating agencies. This competition for talent has increased during recent years as a result of, among other things: non-traditional entrants into our industry seeking to recruit seasoned talent to assist in developing new business lines, such as investment banks, hedge funds and pension funds; new reinsurance companies backed or funded by such or other entities, some of which explicitly seek to replicate our business model; the proliferation of third-party capital utilization by numerous insurance and reinsurance companies as well as non-traditional competitors; and the growth in demand for catastrophic and specialty risk coverage in emerging markets.

In order to ensure that our compensation programs reflect competitive practices and dynamics in our industry, as well as to maintain competitive compensation program designs and levels, the Compensation Committee utilizes market data and the compensation ranges of our peer group. For Named Executive Officers, the Compensation Committee focuses on peer analyses provided by its independent compensation consultant, and may also take into account information from its advisors and management regarding pay practices of competitors who are not subject to the proxy statement filing requirements of the U.S. federal securities laws and, thus, not required to publicly disclose their executive compensation arrangements. In addition, we compare our performance to a peer

group of companies approved by the Compensation Committee, as discussed below, for purposes of determining compensation levels under both our performance-based annual incentive bonus and long-term equity incentive programs. For individual Named Executive Officers, we do not target any specific peer group percentile levels. In 2013, target total direct compensation levels generally fell between the median and 75^th percentile. Named Executive Officers’ actual compensation may be adjusted based on factors including personal and corporate performance, differences in the role of any Named Executive Officer versus executives in the peer group, variations in reported compensation driven by geographic location and related market practices, and retention needs.

The following twelve companies comprised our 2013 peer group:

 

Allied World Assurance Company Holdings, AG		Montpelier Re Holdings Ltd.
Arch Capital Group Ltd.		PartnerRe Ltd.
Aspen Insurance Holdings Limited		Platinum Underwriters Holdings Ltd.
Axis Capital Holdings Limited		White Mountains Insurance Group, Ltd.
Endurance Specialty Holdings Ltd.		Validus Holdings, Ltd.
Everest Re Group, Ltd.		XL Group plc

Our Compensation Committee reviews and assesses regularly the membership of the peer group to ensure continued applicability. The peer group is developed by the Company and the Compensation Committee’s independent compensation consultant and reviewed and selected by the Compensation Committee. It reflects those companies with businesses that are relatively similar to ours and that are in relatively similar jurisdictions to ours and from which we seek to attract qualified executives.

 

In selecting peers, the Compensation Committee seeks to maintain consistency from year to year, to the extent appropriate. It also considers company size – both revenue and market capitalization. While the Company’s revenue may fall below the peer group median in some years, our market capitalization is regularly above median. Several companies included in the peer group have revenue somewhat higher than the range typically used by proxy advisors to determine peer companies. We believe these companies remain appropriate to include because relatively small changes in our revenue from year to year—either increases or decreases—do not change the fact that the selected peer companies are our primary competitors for executive talent. We review peer company compensation levels relative to size to determine whether inclusion of these somewhat larger companies affects our analysis of market pay levels, and have concluded that they do not have a significant impact on our competitive pay positioning.

We also compete for talent with non-traditional companies, including hedge funds and investment firms, both inside and outside of our industry and including direct and indirect competitors such as Aeolus Re Ltd., AQR Re Management Ltd., Greenlight Reinsurance Ltd., Hamilton Re Ltd. (formerly known as SAC Re), Swan Re Ltd., Nephila Capital Ltd., and Third Point LLC, as well as larger firms such as ACE Ltd., American International Group, Inc., the reinsurance operations of Berkshire Hathaway Inc., Hannover Rückversicherung AG, Ironshore

Inc., Münchener Rückversicherungs-Gesellschaft Aktiengesellschaft in München (Munich Re) and Swiss Re Ltd. Although we do not include these firms in our peer group, we try to monitor their applicable practices based on available information and to be cognizant of competitive pressures from these market entrants in our program design and determinations.

Our 2013 peer group was largely unchanged from 2012, with the exception of the removal of Alterra Capital Holdings Limited as a result of its acquisition by Markel Corporation, and the addition of XL Group plc. The addition of XL Group plc was recommended by management and agreed to by the Compensation Committee’s independent advisor and the Compensation Committee. The factors considered by the Compensation Committee included: XL Group plc’s significant presence in our core businesses, which has increased on a relative basis over the last few years due to our expansion into certain sectors and the disposition by XL Group plc of certain businesses and lines in which we do not participate; the competition for talent between our companies; the fact that XL Group plc has included us in their peer group and we are mutually included as peers by a number of companies in our peer group; and the reduction in our peer group. Because our peer group has remained substantially the same over the years, the group provides a fairly consistent measure for comparing executive compensation.

 

2013 Compensation Determinations

Our Compensation Committee reviews the performance of each of our Named Executive Officers annually to determine appropriate compensation actions and determinations. As summarized above, the Company’s goal for its executive compensation program is to support and reinforce our risk management while attracting, motivating and retaining a talented, entrepreneurial and creative team of executives who will provide leadership for the Company in dynamic and competitive markets and can support our strategy to operate an integrated system to match well-structured risk and efficient capital. We seek to accomplish this goal in a way that rewards performance and is aligned with our shareholders’ long-term interests.

As noted above, on July 1, 2013, Mr. O’Donnell was appointed to the position of Chief Executive Officer. Previously Mr. O’Donnell served as our President and Global Chief Underwriting Officer and continues to hold such positions. The Compensation Committee determined Mr. O’Donnell’s performance for 2013 was strong as he effectively coordinated with the senior management team to develop and to collaboratively lead the execution of our strategic and tactical plans and business priorities both prior to and following his appointment as our Chief Executive Officer. The Compensation Committee noted Mr. O’Donnell’s strong performance with respect to efforts to grow and optimize the Company’s assumed risk portfolios, all of which have reported to Mr. O’Donnell since 2011, to expand the Company’s operating and underwriting platforms through new corporate entities and underwriting platforms, to enhance the Company’s executive development and collaboration programs, and to maintain and enhance the Company’s enterprise-wide risk

management systems and practices. The Compensation Committee favorably reviewed Mr. O’Donnell’s expanded role and responsibilities during the transitional period following his appointment as our Chief Executive Officer, his attainments with respect to our leadership development efforts and his continued work with our senior management team, creating development plans and setting challenging assignments for them, and monitoring their progress against those plans and goals.

For our other Named Executive Officers, the Compensation Committee determined performance was strong and the team as a whole executed on the key aspects of our strategic and tactical plans, as described in detail above. The Compensation Committee noted that the successful attainment of the strategic and tactical initiatives that drove our financial and operating results were led individually by a Named Executive Officer or by teams of our Named Executive Officers. In addition, the Compensation Committee favorably assessed the partnership culture among our Named Executive Officers and extended leadership and strong focus on strategic initiatives, leading to increased inclusiveness and integrated views in strategic planning and execution monitoring processes.

After deliberation, the Compensation Committee determined to effect no changes to the compensation packages of our Named Executive Officers other than the changes in connection with Mr. O’Donnell’s appointment as our Chief Executive Officer, and an increase in Mr. Branagan’s base salary of 3.9%. All 2013 compensation determinations for our Named Executive Officers are discussed in detail below.

 

								COMPENSATION DISCUSSION AND ANALYSIS—CONTINUED