PROXY SUMMARY

•

10 of our 11 current directors are independent (all except CEO)

 

•

Independent Audit, Compensation and Corporate Governance, and Investment and Risk Management Committees

 

•

Independent Non-Executive Chair of the Board

 

•

Majority vote standard for uncontested director elections

 

•

Meaningful share ownership guidelines for all directors and named executive officers

•

No-hedging, no-pledging and insider trading policies

 

•

Board oversight of enterprise-wide risk management

 

•

Active stakeholder engagement

 

•

Rigorous director selection criteria

 

•

Robust Code of Ethics and Conduct for all directors and employees

 

•

Strong Financial Performance. In 2015, we generated operating income available to RenaissanceRe common shareholders of $477.7 million and an operating return on average common equity of 11.4%, increasing tangible book value per share plus accumulated dividends by 5.0%1. We ended the year with over $4.7 billion of total shareholders’ equity, not counting the capital we manage on behalf of private investors.

 

•

Strong Shareholder Return. We generated 17.8% of total shareholder return in 2015, among the highest in our industry.

 

•

Platinum Acquisition. In March 2015, we completed the successful acquisition of Platinum Underwriters Holdings, Ltd., thereby increasing our market presence (particularly in the United States), reducing costs and creating economies of scale, and increasing our access to desirable risk and offering opportunities for efficient capital management by broadening our

client base. The acquisition was accretive to operating income and book value per common share.

 

•

Capital Management. In 2015, we demonstrated significant speed, flexibility and conviction in managing our capital, deploying over $600 million of excess capital in the Platinum acquisition, buying back $260 million of our common shares, returning almost $500 million of capital to our joint venture partners and increasing our common share dividend for the 20th consecutive year, while maintaining strong capital and liquidity positions and our industry leading financial strength and claims-paying ratings.

 

•

Underwriting Accomplishments. In 2015, our underwriting teams, through close collaboration and a focus on building on our competitive advantages, continued to outperform the market, managing to build an attractive book, despite the market’s dramatic and rapid changes throughout the year.

 

What We DO:

 

ü	Tie pay to performance (see page 26)

 

ü	Mitigate risk (see page 11)

 

ü	Maintain robust share ownership guidelines (see page 35)

 

ü	Clawback incentive compensation (see page 34)

 

ü	Retain an independent compensation consultant (see page 34)

 

ü	Engage with our shareholders (see page 25)

 

ü	Require minimum vesting periods for equity awards (see pages 32, 54)

 

ü	Have a maximum payout cap for long-term incentives (see page 33)

 

ü	Have double-trigger vesting in the event of change in control (see pages 25, 34, 43, 54)

 

ü	Align executive compensation with shareholder returns through long-term incentives (see page 32)

What We DO NOT Do:

 

û	No vesting of performance shares if threshold performance is not achieved (see page 33)

 

û	No tax gross-ups for excise taxes (see page 24)

 

û	No tax gross-ups on perquisites (see page 34)

 

û	No repricing of stock options and stock appreciation rights without shareholder approval (see pages 24, 54)

 

û	No special retirement programs for executive officers (see page 24)

 

û	No hedging and no pledging of our shares (see pages 20, 36)

 

û	No unapproved trading plans (see pages 20, 36)

 

û	No payment of dividends or dividend equivalents on unvested performance shares (see pages 32, 50)

 

û	No payments at or above target for below median performance (see pages 25, 33)

 

We are committed to ensuring that our shareholders fully understand our executive compensation programs, including how they align the interests of our named executive officers with those of our shareholders and how they reward the achievement of our strategic objectives. We engaged in an extensive shareholder outreach effort in 2015 and early 2016, speaking to or contacting shareholders representing more than 60% of our outstanding shares. Shareholders noted that they generally supported our strategy and consistently expressed support for the structure and design of our compensation

plans and programs, particularly our emphasis on long-term equity-based incentive awards, and appreciated the opportunity to engage in these discussions and our willingness to consider their input in designing our executive compensation program. Certain changes to our executive compensation program resulting from the Compensation and Corporate Governance Committee’s comprehensive compensation review process and reflecting the invaluable feedback gathered from shareholders are described in this proxy statement.

 

								PROXY SUMMARY—CONTINUED

•

Greater Percentage of Performance-Based Equity. Beginning with the 2016 grant cycle, the Compensation and Corporate Governance Committee determined to increase the relative proportion of named executive officer long-term equity-based incentive awards that are performance-based, compared to historical levels. In January 2016, 50% of the long-term equity-based incentive award made to our Chief Executive Officer (and 35% of the award for all other named executive officers) was in the form of performance shares, increased from 25% for all named executive officers in 2015.

 

•

More Rigorous Goal-Setting. Performance share awards made in January 2016 have more rigorous goals. They will pay out at target only if our relative total shareholder return is at the 53rd percentile of our peer group (increased from the 50th percentile) and will not pay out greater than target if our absolute total shareholder return is negative.

 

•

Double-Trigger Vesting. Our proposed 2016 Long-Term Incentive Plan authorizes the Compensation and Corporate Governance Committee to accelerate the vesting of awards upon a change in control only if the awards are not assumed or substituted or if a participant experiences a qualifying termination within two years following the change in control. In addition, for performance-based equity awards, vesting will be based on actual performance as of the date of the change in control or at target level if actual performance cannot be measured.

 

•

Refinements of and Additional Rigor to Annual Incentive Plan Methodology. In the first quarter of 2016, the Compensation and Corporate Governance Committee engaged in a robust process to approve the framework for our performance-based annual

incentive bonuses. Commencing with the 2016 performance year, as part of the new framework, the Compensation and Corporate Governance Committee formally approved the components of the formula used to determine the business performance factor applicable to awards granted in 2016 and the specific target, threshold and maximum goals for each component applicable for 2016. We believe this adds to the rigor necessary to achieve payouts and will help drive focus on and performance of these priority goals.

 

•

Enhanced Disclosure of Annual Incentive Plan Methodology. In conjunction with the adoption of the new performance-based annual incentive bonus framework, we are committed to providing enhanced disclosure of the terms of our revised performance-based annual incentive bonus program for 2016, including the new formula for our business performance factor and the respective target, threshold and maximum goals for each component of the formula applicable for 2016, and a description of the Compensation and Corporate Governance Committee’s annual process for setting those goals.

 

•

New 2016 Long-Term Incentive Plan. Our primary equity-based incentive plan expired in February 2016. We are seeking approval of our proposed 2016 Long-Term Incentive Plan so that we can continue to grant equity awards that will align the interest of our employees, officers and directors with the long-term interests of our shareholders. Among other things, the 2016 Long-Term Incentive Plan provides for double-trigger vesting of awards upon a change in control (as described above), a fixed share reserve, no “liberal” definition of change in control and minimum vesting periods for all award types.

 

We are making this proxy statement and proxy available to you in connection with the solicitation of proxies by the board of directors (the “Board”) of RenaissanceRe Holdings Ltd. (“RenaissanceRe,” the “Company,” “we,” “us,” or “our”) for our 2016 Annual General Meeting of Shareholders (the “Annual Meeting”) to be held at Renaissance House, 12 Crow Lane, Pembroke HM 19, Bermuda on May 16, 2016, at 9:00 a.m., Atlantic Time, or any postponement or adjournment thereof.

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, and the proxy card are first being made available to shareholders on or about April 1, 2016, concurrently with the distribution of our 2015 Annual Report to Shareholders. Our Annual Report shall not be deemed to be part of this proxy statement.

Record Date

The Board has set March 18, 2016 as the record date for the Annual Meeting. On the record date, there were 43,086,054 shares of our common stock outstanding and entitled to vote.

Shareholders Entitled to Vote

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.

Each of our common shares entitles its holder to one vote on each matter that is voted upon at the Annual Meeting or any postponements or 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.

Quorum

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. Abstentions and “broker non-votes” (shares held by a broker or nominee that does not have discretionary authority to vote on a particular matter and has not received voting instructions from its client) will be counted for purposes of determining whether a quorum is present.

Vote Required

The Board has adopted a majority vote standard in uncontested director elections, which means that director nominees who receive a majority of the votes cast (meaning the number of votes cast “FOR” a director’s election exceeds the number of votes cast “AGAINST” that director’s election (with “abstentions” and broker non-votes not counted as a vote cast either “FOR” or “AGAINST” a director’s election)) will be elected as directors at the Annual Meeting. In the event that a nominee for election fails to receive a majority of votes cast at an election which is uncontested, such nominee will tender an irrevocable resignation, and the Board will decide whether to accept or reject the resignation no later than ninety (90) days following certification of the election results. Because we did not receive proper advance notice in accordance with our Amended and Restated Bye-Laws (the “Bye-laws”) of any shareholder nominees for Class III director, the election of directors solicited hereby is an uncontested election.

The approval of the advisory vote on named executive officer compensation, the approval of our 2016 Long-Term Incentive Plan (the “2016 Plan”) and the approval of the appointment of Ernst & Young Ltd. as our independent registered public accounting firm for the 2016 fiscal year and referral of the determination of the auditors’ remuneration to the Board each requires the affirmative “FOR” vote of a majority of the votes cast at the Annual Meeting. The vote on named executive officer compensation is not binding on the Board or us.

 

								GENERAL INFORMATION—CONTINUED

A hand vote will be taken unless a poll is requested pursuant to the Bye-laws.

Your bank, broker or other nominee is not permitted to vote your shares on non-routine proposals unless it has received your voting instructions with respect to that proposal. The election of directors, advisory vote on named executive officer compensation, and approval of our 2016 Plan are considered to be non-routine under the rules of the New York Stock Exchange (the “NYSE”) and therefore your bank, broker or other nominee may not vote your shares with respect to these proposals in the absence of your specific instructions as to how to vote. For routine matters, including the approval of the independent registered public accounting firm, unless your proxy indicates otherwise, the persons named as your proxies will vote your shares according to the recommendation of the Board. Broker non-votes and proxies marked as abstentions to a proposal will not be counted except for purposes of determining whether a quorum is present.

How to Vote

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., our tabulation agent and inspector of election.

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 (1) by proxy over the Internet by following the instructions provided in the notice; or (2), if you requested printed copies of the proxy materials by mail, you must either (a) fill out the enclosed proxy card, date and sign it, and return it in the enclosed postage paid envelope; or (b) vote using the Internet (instructions are on the proxy card).

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.

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.

Revoking Your Proxy

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.

Effect of Not Voting

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 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 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 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. 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.

Proxy Solicitation

Your proxy is being solicited by the Board. We have engaged the firm of MacKenzie Partners to act as the solicitation agent on behalf of the Board to assist in the solicitation of proxies for a fee of $12,500, plus the reimbursement of certain expenses. The persons named in the proxy card have been designated as proxies by the Board and are officers of RenaissanceRe.

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 that such persons hold of record.

 

Notice and Access

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, which will save costs and paper. On or about April 1, 2016, we mailed a Notice Regarding the Availability of Proxy Materials, which contains basic information about the Annual Meeting and instructions on how to view all proxy materials on a website referred to in the notice or to request to receive a printed set of the proxy materials.

The Notice Regarding Availability of Proxy Materials will also provide you with instructions on how to request that we send our future proxy materials to you electronically by e-mail or to request to receive printed copies of future proxy materials by mail.

Multiple Notices or Sets of Printed Proxy Materials

If you receive multiple notices or sets of printed proxy materials, it generally 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.

Appraisal Rights

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

Voting Results

Preliminary voting results will be announced at the Annual Meeting. Final voting results will be tallied by our inspector of election and filed with the SEC on a Current Report on Form 8-K within four business days following the Annual Meeting.

 

								PROPOSAL 1: ELECTION OF DIRECTORS

Our Bye-laws provide that the number of directors shall be determined by our Board and shall be between eight and eleven members. Currently, that number has been fixed by the Board at

eleven. The Board consists of three classes, with directors of one class elected each year for terms extending to the annual general meeting of shareholders held in the third year following their election.

 

The terms of our Class III directors will expire at the Annual Meeting. Mr. Nicholas L. Trivisonno, who is currently a Class III director, will retire effective as of the date of the Annual Meeting. The Board, upon the recommendation of the Compensation and Corporate Governance Committee (the “Compensation Committee”), has nominated Henry Klehm III, Ralph B. Levy, Carol P. Sanders and Edward J. Zore for election as Class III directors. Messrs. Klehm, Levy and Zore were last elected to the Board at our 2013 Annual General Meeting of Shareholders. Ms. Sanders has been nominated to fill the vacancy created by Mr. Trivisonno’s resignation. If elected at the Annual Meeting, the nominees to serve as Class III directors will serve until the expiration of their term in 2019, or until their earlier resignation or removal.

We have no reason to believe that any of the nominees will be unable or unwilling to serve if elected. However, if a nominee becomes unable or unwilling to accept a nomination or election, the Board may select a substitute nominee and the common shares represented by proxies may be voted for such nominee unless shareholders indicate otherwise.

Each nominee has extensive business experience, education and personal skills that qualify him or her to serve as an effective Board member. The specific experience, qualifications and skills of the nominees are set forth below. Ms. Sanders was identified as a potential director by an industry contact who recommended her to an executive officer of the Company, and the Compensation Committee determined that she was qualified under the Compensation Committee’s criteria.

 

Each nominee for election to serve as a Class III director who receives a majority of the votes cast at the Annual Meeting will be elected as a director. However, in the event that a nominee for election fails to receive a majority of votes cast at the Annual Meeting, such nominee will tender an irrevocable resignation that will be effective upon the

Board’s acceptance of such resignation. Upon the submission of such resignation, the Compensation Committee will promptly consider the resignation and make a recommendation to the Board, and the Board will consider any relevant factors in deciding whether to accept or reject the director’s resignation.

 

The members of the Board whose terms do not expire at the Annual Meeting and who are not standing for election at this year’s Annual Meeting are set forth below. Each of the directors has extensive business experience, education and personal skills in their respective

fields that qualify them to serve as an effective Board member. The specific experience, qualifications and skills of each director is set forth below.

 

								PROPOSAL 1: ELECTION OF DIRECTORS—CONTINUED

Our Board regularly reviews the biographical backgrounds and particular skills of its current members and potential nominees in connection with its ongoing evaluation of Board composition. Please see “Corporate Governance—Compensation and Corporate

Governance Committee—Director Qualifications” and “Corporate Governance—Compensation and Corporate Governance Committee—Director Nomination Process” below for a detailed discussion.

 

Our Board and management have a strong commitment to effective corporate governance. We believe we have a comprehensive corporate governance framework for our operations which takes into account applicable regulatory requirements and best practices. The key components of this framework are set forth in the following documents:

 

•

our Bye-laws;

 

•

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

 

•

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

 

•

our Audit Committee Charter; and

•

our Compensation and Corporate Governance Committee Charter.

A copy of each of these documents is published on our website at www.renre.com under “Investor Information—Corporate Governance,” except our Bye-laws, which are filed with the SEC and can be found on the SEC website at www.sec.gov. Each of these documents is available in print to any shareholder upon request. The Board regularly reviews corporate governance developments and modifies our Corporate Governance Guidelines, Code of Ethics, committee charters, and key Board practices as the Board believes to be warranted.

 

The NYSE listing standards require that a majority of our directors be independent. For a director to be considered independent, the Board must determine that the director does not have any direct or indirect material relationship with us either directly or as a partner, shareholder or officer of an organization that has a relationship with us. Our Corporate Governance Guidelines provide that a majority of our directors will meet the NYSE’s independence criteria and set forth additional parameters that the Board uses to determine director independence, which we believe are more stringent than the independence requirements in the NYSE listing standards. In addition, the Board considers all relevant facts and circumstances known or reported to it in making independence determinations.

The Compensation Committee has reviewed the independence of each of our current directors and director nominees and affirmatively determined that Ms. Hamilton and each of Messrs. Bushnell, Gibbons, Gray, Hagerty, Klehm, Levy, Santomero, Trivisonno and Zore are independent, that W. James MacGinnitie was independent prior to his retirement from the Board in May 2015 and that, if elected, Ms. Sanders would be independent. Mr. O’Donnell is not independent because of his employment as our President and Chief Executive Officer.

In particular, when making its independence determinations, the Compensation Committee considered the following relationships and determined that none of the directors involved had a material relationship with us as a result of these relationships. Mr. Santomero serves as a director of Citigroup. We have current and historical financial relationships with Citigroup and its subsidiaries and affiliates,

including Citigroup acting as one of the joint lead managers of our March 2015 underwritten offering of $300 million aggregate principal amount of 3.70% Senior Notes due 2025, being a party to letter of credit facilities with us, and having roles in other past offerings of our securities. Jones Day, the law firm at which Mr. Klehm is a partner, received fees from Platinum Underwriters Holdings, Ltd. (“Platinum”) of less than $10,000 in 2015 for work relating to Platinum’s defined contribution plans. Mr. Klehm was not involved in the provision of these services, which occurred before we acquired Platinum. Mr. Gibbons is the Treasurer of Edmund Gibbons Limited, the parent company of Colonial Group International (“Colonial”). As discussed in more detail under “Certain Relationships and Related Transactions,” we have immaterial business relationships with Colonial as a result of our acquisition of Platinum. Colonial provided health insurance plans to Platinum for which we paid a total of approximately $28,955 in 2015 prior to terminating those plans. In addition, subsidiaries of Platinum entered into reinsurance contracts with Colonial pursuant to which we received premiums from Colonial of approximately $143,000 during 2015. We renewed certain of these reinsurance contracts in December 2015 and expect to receive premiums of approximately $166,000 from Colonial in 2016 as a result of the renewals. Mr. Gibbons is not directly involved in the management of Colonial and all of the transactions with Colonial were entered into in the ordinary course of business on terms available to similarly situated parties. Furthermore, Colonial did not make payments to or receive payments from us in an amount which, in any of the last three fiscal years, exceeded the greater of $1 million or 2% of Colonial’s consolidated gross revenues.

 

								CORPORATE GOVERNANCE—CONTINUED

Role of the Non-Executive Chair of the Board

Pursuant to our Corporate Governance Guidelines, the Chair of the Board may be an officer and director or an outside director and may or may not be the Chief Executive Officer, at the option of the Board. The Board believes it should be free to make these determinations depending on what it believes is best for our shareholders in light of all the circumstances. At this time, the Board has determined that it is appropriate to separate the roles of Chair and Chief Executive Officer. The Board believes that having an independent director serve as Non-Executive Chair of the Board is in the best interest of shareholders at this time and that this structure currently assists the independent directors in the oversight of the Company and facilitates participation of the independent directors in setting agendas and establishing priorities and procedures for the work of the Board.

Currently, Mr. Levy serves as the Non-Executive Chair of the Board. Following the Annual Meeting, Mr. Gibbons will serve as the Non-Executive Chair of the Board.

In addition to chairing each meeting of the Board, the responsibilities of the Non-Executive Chair include: (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 the Chief Executive Officer, representing the organization in external interactions with certain of our stakeholders and employees.

The Non-Executive Chair of the Board 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. The Non-Executive Chair of the Board serves as a member of the Transaction Committee and Offerings Committee, which meet on an as-needed basis.

Executive Sessions

Separate executive sessions of our non-management directors are held in conjunction with each regular quarterly Board meeting. The Non-Executive Chair of the Board presides at these executive sessions of the Board. The standing committees of the Board also conduct regular executive sessions, which are chaired by the respective chairpersons of the committees.

 

We consider enterprise-wide risk management to be a key strategic objective and believe that our enterprise-wide risk management processes and practices help to identify potential events that may affect us, quantify, evaluate and manage the risks to which we are exposed, and provide reasonable assurance regarding the achievement of corporate objectives. The Board is responsible for overseeing enterprise-wide risk management and is actively involved in the monitoring of risks that could affect us. The members of the Board have regular, direct access to the senior executives and other officers responsible for coordinating enterprise-wide risk management, including our Chief Operating Officer and Chief Financial Officer, Group Chief Risk Officer, and Group General Counsel and Chief Compliance Officer, each of whom reports directly to our Chief Executive Officer, as well as other senior personnel such as our Chief Accounting Officer and Corporate Controller and Head of Internal Audit.

Generally, the Board delegates its risk management responsibilities to its committees as set forth in the committee charters and described under “Committees of the Board” below. Each committee regularly receives and discusses materials from the other committees, and we believe this allows 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 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. The Non-Executive Chair participates in meetings of each committee from time to time on an ex officio basis and seeks to monitor the identification of risks or other matters that might require cross-committee coordination or the attention of the full Board. 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. Our Group Chief Risk Officer separately meets with the Investment and Risk Management Committee in executive session.

Our Compensation Committee reviews our compensation programs for consistency with our risk management practices and to assist us in ensuring that our programs align our executives and employees with the long-term interests of shareholders in light of the market cycles and earnings volatility that characterizes our industry. For a discussion regarding our compensation policies and practices as they relate to our risk management see “Compensation Discussion and Analysis—Compensation Governance—Compensation and Risk Management” below.

 

The Board maintains five standing committees: the Audit Committee, the Compensation Committee, the Investment and Risk Management Committee, the Transaction Committee and the Offerings Committee.

The current members of each committee are as follows:

 

Audit Committee

The Audit Committee presently consists of Messrs. Bushnell, Gibbons (Chair) and Hagerty. Following the Annual Meeting, Mr. Gibbons and Mr. Hagerty will step down from the Audit Committee, Ms. Sanders (if elected) and Mr. Levy will be appointed to the Audit Committee, and the Audit Committee will consist of Mr. Bushnell (Chair), Mr. Levy and Ms. Sanders. The Board has determined that each member and prospective member of the Audit Committee meets the independence standards of the Commission and the NYSE. The Board has also determined that each member and prospective member of the Audit Committee is financially literate and has accounting or related financial management expertise as required by NYSE rules and is an “audit committee financial expert” under the Commission’s rules. During his tenure at King & Spalding LLP, Mr. Levy represented various accounting and consulting actuary firms and oversaw the law firm’s senior accounting officer. In addition, Mr. Levy’s board experience at both RenaissanceRe and the Attorneys’ Liability Assurance Society (Bermuda) Ltd. has supplemented his knowledge and understanding of accounting and financial issues. Each other member or prospective member of the Audit Committee qualifies as an audit committee financial expert based upon his or her relevant prior experience as a principal financial officer, principal accounting officer, controller, public accountant or auditor or person performing similar functions, as a person actively supervising one of the forgoing positions, or as a person overseeing or assessing the performance of companies with respect to the preparation, auditing or evaluation of financial statements, as set forth in his or her biography under “Proposal 1: Election of Directors” above.

The Audit Committee’s primary purposes are to assist the Board with oversight of: (i) the integrity, quality and accuracy of our financial statements, including internal controls; (ii) our compliance with legal

and regulatory requirements; (iii) our independent auditors’ qualifications, independence and performance; and (iv) the performance of our internal audit function. The Audit Committee’s responsibilities and duties, as more fully described in its charter, are to:

 

•

Financial Reporting. Review and discuss our annual and quarterly financial statements and related matters, accounting principles, judgments, regulatory developments relating to financial statements or accounting policies, earnings press releases and guidance provided to analysts and rating agencies, and other financial reporting matters with management, the independent auditor and the internal auditor, as appropriate;

 

•

Independent Auditor. Be directly responsible for the appointment, compensation, retention and oversight of the independent auditor and oversee the relationship, including reviewing and approving the annual engagement, pre-approving all audit and permitted non-audit services and fees, evaluating the independent auditor’s independence, receiving all required communications, and reviewing the scope of the independent auditor’s work and any issues they may have encountered;

 

•

Financial Reporting Processes. Review our financial reporting processes in consultation with our independent auditor, internal auditor and management, including discussing the internal control report required to be included in our Annual Report on Form 10-K and any major changes to auditing and accounting principles;

 

•

Compliance Oversight Responsibilities. Oversee compliance-related matters, including reviewing and approving changes to the Code of Ethics, receiving reports from the Chief Compliance Officer, advising the Board on compliance, and establishing procedures for the receipt of complaints regarding accounting and related matters;

 

								CORPORATE GOVERNANCE—CONTINUED

•

Internal Audit Function. Ensure that we maintain an internal audit function to provide management and the Audit Committee with ongoing assessments of our risk management processes, system of internal control and governance processes and oversee our internal audit function; and

 

•

Other Responsibilities. Assist with evaluation of financial reporting and operational risks, report to the Board on issues related to financial statement integrity, legal or regulatory compliance, and other matters, and facilitate communications between the Board, independent auditor, internal auditor and management.

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.

Compensation and Corporate Governance Committee

The Compensation Committee presently consists of Ms. Hamilton, Mr. Klehm (Chair) and Mr. Trivisonno. Following the Annual Meeting, Mr. Hagerty will be appointed to the Compensation Committee, and the Compensation Committee will consist of Mr. Hagerty, Ms. Hamilton and Mr. Klehm (Chair). The Board has determined that each member and prospective member of the Compensation Committee meets the independence standards of the Commission and the NYSE.

The Compensation Committee’s primary purposes are to assist the Board in carrying out its responsibilities with respect to (a) Board and key executive compensation; (b) Board nomination and evaluation matters; and (c) corporate governance matters. The Compensation Committee’s responsibilities and duties, as more fully described in its charter, are to:

 

•

Compensation. Be primarily responsible for overseeing Chief Executive Officer compensation and performance, key executive officer compensation, executive compensation policies, programs, and shareholdings levels, Board compensation policies, programs and shareholdings levels, benefits plans for officers and other employees, personnel policies, and Chief Executive Officer and key executive officer succession planning and organizational development planning, including:

 

•

Establishing and overseeing our executive compensation philosophy and reviewing its competitiveness;

 

•

Determining all aspects of Chief Executive Officer compensation, including setting corporate and individual performance goals and objectives and evaluating the Chief Executive Officer’s performance;

•

Discussing the Chief Executive Officer’s evaluation of and reviewing and approving his compensation recommendations for other key executives;

 

•

Approving new and amended incentive-compensation and equity-based plans, approving the terms and payouts of incentive plan awards for the Chief Executive Officer and other key executives, administering all stock-based compensation plans and approving grants under such plans;

 

•

Approving and reviewing non-employee director compensation;

 

•

Reviewing and approving policies related to executive perquisites, including the use of our corporate aircraft;

 

•

Reviewing and approving employment, consulting, severance and other similar agreements with the Chief Executive Officer and other key executives;

 

•

Reviewing and advising on executive succession planning;

 

•

Establishing stock ownership policies for executives and directors;

 

•

Overseeing and approving, where appropriate, matters related to executive compensation, say on pay, and other compensation disclosures included in our proxy statements; and

 

•

Reviewing and analyzing risks associated with our compensation programs.

 

•

Board Nomination Matters. Be primarily responsible for overseeing and supervising the nominating process for prospective members of the Board, including:

 

•

Establishing the criteria and procedures for the identification, selection and recommendation of new directors; and

 

•

Leading the director selection process, including retaining a search firm, if desired, developing a list of potential candidates, evaluating candidates and recommending nominees to the Board.

 

•

Corporate Governance Matters. Be primarily responsible for developing our corporate governance principles, overseeing the Board’s overall effectiveness reviews, review of individual director performance and similar matters, and overseeing the establishment of criteria for the directors and policies regarding the structure of the Board and its committees, including:

 

•

Reviewing the skills and competencies the Board needs;

 

•

Reviewing the performance of directors and recommending directors to the Board for re-election;

 

•

Reviewing and recommending changes to committee chairpersons, composition and functions and reviewing committee self-evaluations;

 

•

Evaluating the overall effectiveness of the Board, including compliance with legal and regulatory requirements such as the independence requirements of the NYSE and qualifications of the Audit Committee members, and recommending any changes in the Board’s practices or personnel;

 

•

Overseeing the new director orientation process and director continuing education policies;

 

•

Reviewing any properly submitted shareholder proposals; and

 

•

Developing, overseeing compliance with and recommending changes to our Corporate Governance Guidelines.

 

•

Outside Advisors. Select, retain and dismiss compensation consultants, financial and other advisors, and independent legal counsel as it deems necessary in accordance with the procedures set forth in the charter and considering independence and potential conflicts of interest.

Director Qualifications

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

Our Compensation Committee takes a holistic approach to identifying and considering potential director nominees and evaluating the current composition of our Board, focusing 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 our current strategy, operational plans and oversight requirements. Accordingly, when evaluating individual director nominees the Compensation Committee considers, among others, the following factors:

 

•

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

 

•

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;

 

•

the business acumen, leadership qualities and record of accomplishment of the candidate;

 

•

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 our evolving strategic and operational plans over time;

 

•

the compatibility of the candidate with the existing Board;

 

•

the ability and willingness of the candidate to devote sufficient time to carrying out Board duties and responsibilities fully and effectively, in particular in light of our Bermuda location;

 

•

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 attempt 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;

 

•

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

 

•

other attributes of the candidate, our business and strategic conditions and external factors that the Compensation Committee deems appropriate.

The Compensation Committee has the discretion to weigh these factors as it deems appropriate. The importance of these factors may vary from candidate to candidate, depending on our evolving circumstances, and no particular criterion is necessarily applicable to all prospective nominees.

Board Diversity

Our Board believes that the backgrounds and qualifications of the directors, considered as a group, should provide a diverse mix of skills, viewpoints, experience, knowledge, and abilities that will allow the Board to fulfill its responsibilities, taking into account our evolving strategic direction and needs. The Compensation Committee evaluates and discusses diversity at both the Board and the committee levels when carrying out its director selection, recruitment and nomination obligations and also when assessing the performance of current directors. This assessment is undertaken by the Compensation Committee at least annually.

Director Nomination Process

The Compensation Committee is responsible for identifying and recommending to the Board qualified candidates for nomination to the Board. It regularly assesses the appropriate size and composition of the Board and whether any vacancies are expected due to retirement or other reasons. Candidates may come to the attention of the Compensation Committee through our current Board members or executive officers, professional search firms, shareholders, or other persons. From time to time, the Compensation Committee engages executive recruiters to identify potential nominees to the Board and to provide related services such as background checks and other due diligence.

Candidates recommended by shareholders for nomination to the Board will be considered and evaluated by the Compensation Committee using the same process and criteria that we use to evaluate other candidates, assuming the proper procedures for shareholder nominations are followed. The Compensation Committee will consider nominees to the Board recommended by no fewer than 20 shareholders holding in the aggregate not less than 10% of the outstanding paid-up share capital of RenaissanceRe. Any shareholder recommendation must be sent to our 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

 

								CORPORATE GOVERNANCE—CONTINUED

election of directors pursuant to Section 14 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder. The written notice must also include the following information with regard to the shareholders giving the notice:

 

•

the name and record address of such shareholders;

 

•

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

 

•

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

 

•

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

 

•

any other information relating to such shareholder that would be required to be disclosed in a proxy statement or other filing.

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

Compensation Processes and Procedures

The Compensation Committee charter provisions set forth above outline the scope of the authority of the Compensation Committee. Pursuant to its charter, the Compensation Committee may form and delegate any of its responsibilities to a subcommittee composed of one or more members of the committee.

Our Chief Executive Officer, Chief Operating Officer and Chief Financial Officer, Group General Counsel and other key members of our human resources function each help support the Compensation Committee’s executive compensation process and regularly attend and participate in portions of the Compensation Committee’s meetings. 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. He also advises 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 the compensation of key executive officers who report to him, including our named executive officers, and reports to the Compensation Committee regarding his evaluation of the performance of our named executive officers (other than the Chief Executive Officer). Our Chief Operating Officer and Chief Financial Officer 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 Group General Counsel provides input on the Board’s and the Compensation Committee’s governance and legal obligations and analyses of developments relating to the legal and regulatory environment applicable to us.

The Compensation Committee reviews director compensation annually with the assistance of Mercer (U.S.) Inc. (“Mercer”), its independent compensation consultant. The Chief Executive Officer is not involved in making decisions regarding director compensation.

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 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, which are paid by the Company. Mercer and counsel to the Board regularly attend Compensation Committee meetings, both with and without management present. The Compensation Committee’s current utilization of outside compensation consultants on executive compensation matters is summarized below under “Compensation Discussion and Analysis— The Compensation Process—Role of the Independent Compensation Consultant.”

Succession Planning

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.

Investment and Risk Management Committee

The Investment and Risk Management Committee presently consists of Messrs. Gray, Santomero (Chair) and Zore.

The Investment and Risk Management Committee has adopted a written charter, which is reviewed and assessed annually.

The Investment and Risk Management Committee’s primary purpose is to assist the Board with oversight of our investment activities and financial risk management. The Investment and Risk Management Committee’s responsibilities and duties, as more fully described in its charter, are to:

 

•

Investment Oversight. discuss investment strategies, performance and risk management with our Chief Investment Officer and other senior officers; review management’s procedures regarding

 

development and compliance with investment strategies, risk limits, guidelines and objectives; ensure adequate procedures to monitor adherence to our investment guidelines and limits; oversee and review performance measurement systems we use to monitor the performance of our investment portfolio and evaluate our performance; review and evaluate the performance of our investment managers; and oversee the means and process by which we discharge our fiduciary duties with respect to investment matters to minority investors in our managed joint ventures.

 

•

Financial Risk Management Oversight. assist the Board in assessing and providing oversight to management relating to the identification and evaluation of our financial, non-operational risks, in coordination with the Audit Committee; oversee the establishment and maintenance of regular reporting systems by management to the Investment and Risk Management Committee of current and projected financial, non-operational risks, and assess the adequacy of management’s risk assessments and the appropriateness of any significant judgments made by management in such assessments; oversee management’s processes for establishing and monitoring risk and capital limits, guidelines and other non-binding controls, including advising the Board as to its reviews and reviewing the work of our internal audit function as it relates to relevant non-operational risks; oversee the processes we use to identify, manage and evaluate key financial risks, including risks related to liquidity, solvency margins, reinsurance program limits, third party credit risk and foreign exchange exposure; inquire 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; and review and report to the Board regarding risks in our liability portfolios.

Cross-Committee Risk and Strategy Oversight Collaboration

Our Audit, Compensation and Investment and Risk Management Committees coordinate their oversight of our financial and operating risks and routinely collaborate to address specific matters requiring coordination and cross-committee oversight. At their quarterly meetings, each committee reviews and discusses its current agenda and future agendas in the context of our strategic plan and any new Company, industry or market information communicated to the Board and identifies matters that should be discussed with other committees or the full Board. In addition, each standing committee reports to the full Board at each quarterly Board meeting. We believe that these and other collaborative efforts support our efforts to sustain high levels of enterprise-wide risk management and facilitate sound corporate governance.

Transaction Committee

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

Offerings Committee

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

 

During 2015, the Board, Audit Committee, Compensation Committee and Investment and Risk Management Committee each met four times. The Transaction Committee and Offerings Committee meet on an as needed basis and did not meet during 2015. Each director attended all of the meetings of the Board and committees of the Board on which he or she served during 2015.

The members of the Board are expected to attend our annual general meetings of shareholders. All of our directors attended our 2015 Annual General Meeting of Shareholders, which was held on May 20, 2015 in Bermuda.

 

Ms. Hamilton, Mr. Klehm and Mr. Trivisonno served on the Compensation Committee during the 2015 fiscal year. No member of the Compensation Committee during fiscal year 2015 was an officer or employee of the Company during the 2015 fiscal year or was formerly an officer of the Company, or had any relationship requiring

disclosure by the Company as a transaction with a related person under Item 404 of Regulation S-K. No executive officer of the Company served on any board of directors or compensation committee of any other company for which any of our directors served as an executive officer at any time during fiscal year 2015.

 

								CORPORATE GOVERNANCE—CONTINUED

We have adopted a Code of Ethics that applies to all of our directors and employees, including our principal executive officer, principal financial officer and principal accounting officer and all of our employees performing financial or accounting functions. The Code of Ethics is available free of charge on our website, www.renre.com, under “Investor Information—Corporate Governance.” We will also provide a printed version of the Code of Ethics to any shareholder

upon request. We intend to disclose any amendments to our Code of Ethics by posting such information on our website. As outlined in the Code of Ethics, any waivers of our Code of Ethics applicable to our directors, principal executive officer, principal financial officer, principal accounting officer or controller and other executive officers who perform similar functions will be disclosed by filing a Form 8-K.

 

Any shareholder or other party may communicate directly with the Board, any committee of the Board, or our non-management directors as a group by writing to the intended recipient in the care of the Secretary. Shareholders can send communications electronically through our website at www.renre.com by clicking on “secretary@renre.com” under “Contact Us—Legal or Corporate Information” or by mail to: RenaissanceRe Holdings Ltd., P.O. Box HM 2527, Hamilton HM GX, Bermuda, Attn: Secretary. If properly addressed, communications will be forwarded to the intended recipient unopened.

The Audit Committee, on behalf of itself and our other non-management directors, has established procedures to enable employees or other parties who may have a concern about our conduct or policies to communicate that concern. Our employees are encouraged and expected to report any conduct which they believe

in good faith to be an actual or apparent violation of our Code of Ethics. In addition, as required 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 anonymous, and may be submitted in writing, e-mailed, or reported by phone through various internal and external mechanisms as provided on the Company’s internal website. Additional procedures by which internal communications may be made are provided to each employee. Our Code of Ethics prohibits any employee or director from retaliating or taking any adverse action against anyone for raising or helping to resolve an integrity concern.

 

We have adopted a written policy with respect to the review, approval, and ratification of transactions with related persons. The policy covers, among other things, transactions between us and any of our executive officers, directors, nominees for director, any of their immediate family members or any other related persons as defined in

Item 404 of Regulation S-K. Each transaction covered by this policy is reviewed 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.

 

BlackRock, Inc. (“BlackRock”) reported beneficial ownership interest of more than 5% of our common shares as of December 31, 2015. Affiliates of BlackRock provide investment management, risk analytics and investment accounting services to us. During 2015, we incurred

$4.1 million in fees relating to these services. These fees were at then-prevailing market rates determined pursuant to arm’s-length negotiations between us and such affiliates.

 

Mr. Gibbons is the Treasurer of Edmund Gibbons Limited, the parent company of Colonial. Colonial provided health insurance plans to Platinum for which we paid a total of approximately $28,955 in 2015 prior to terminating those plans. In addition, subsidiaries of Platinum entered into reinsurance contracts with Colonial pursuant to which we received premiums from Colonial of approximately $143,000 during

2015. We renewed certain of these reinsurance contracts in December 2015 and expect to receive premiums of approximately $166,000 from Colonial in 2016 as a result of the renewals. Mr. Gibbons is not directly involved in the management of Colonial and all of these transactions with Colonial were entered into in the ordinary course of business on terms available to similarly situated parties.

 

Pursuant to their employment agreements, our named executive officers and certain other officers are permitted business use and up to 25 hours per year of Company-funded personal use of our fractional interest program with NetJets Aviation Inc. (“NetJets”), and the cost of any personal use is included in the Summary Compensation Table below. In addition, Mr. O’Donnell and Jeffery D. Kelly, our Chief Operating Officer and Chief Financial Officer, have each entered into an aircraft use agreement with us which allows them to use our fractional interest program with NetJets for additional travel beyond that which is provided for in their employment arrangements, provided that they pay for such use in advance of any

trip at the fully loaded variable rate (which rate represents our “aggregate incremental cost” of such use within the meaning of Regulation S-K and the rules and other guidance of the Commission). In addition, they must maintain a deposit with us from which we are authorized to withdraw funds in order to satisfy any amounts owed under the agreement. The form of aircraft use agreement was approved by the Compensation Committee. Pursuant to their agreements, Mr. Kelly paid $78,980 and Mr. O’Donnell paid $42,461 for personal use of the aircraft interest during 2015. Our other executive officers are also approved to enter into aircraft use agreements with us if they wish to do so.

 

As discussed under “Executive Compensation – Compensation Discussion and Analysis – Principal Components of Our Executive Compensation Program – Other Benefits and Perquisites” below, we provide housing allowances to certain of our named executive officers, as well as to other employees. The amount of the housing allowance is included in the Summary Compensation Table for each named executive officer (see “Executive Compensation—All Other Compensation Table”). From time to time, our subsidiaries enter into long-term leases for properties in Bermuda, which we sublease to

certain officers, including certain of our named executive officers. In November 2015, one of our subsidiaries entered into a long-term lease of a property in Bermuda and subsequently subleased this property to Mr. O’Donnell for his Bermuda residence, and in connection therewith assumed the existing obligations under the lease for Mr. O’Donnell’s prior Bermuda residence, which is available for use by us for staff and certain entertainment purposes. We are not currently the lessee on the lease of residence of any of our other named executive officers.

 

								DIRECTOR COMPENSATION

The Compensation Committee reviews director compensation annually with the assistance of Mercer, its independent compensation consultant. In 2015, the Compensation Committee determined that our current director compensation was broadly in line with our peers and broader director compensation trends and was market appropriate and recommended no changes to the compensation of directors.

Annual Cash Retainers. During 2015, each of our non-employee directors other than Mr. Levy received a cash annual retainer of $85,000. Mr. Levy, as Non-Executive Chair of the Board, received a cash annual retainer of $170,000 due to the additional responsibilities and duties of his position. Mr. Gibbons received a committee chair cash retainer of $30,000 as Chair of the Audit Committee and Messrs. Klehm and Santomero each received a committee chair cash retainer of $20,000 as Chairs of the Compensation Committee and the Investment and Risk Management Committee, respectively.

Additionally, we reimburse all directors for expenses incurred in connection with service on the Board, including reimbursement of expenses incurred in connection with attending educational seminars.

Further, the Non-Executive Chair of the Board is reimbursed for expenses incurred in connection with attendance at certain industry events and functions. Generally, spousal travel on our corporate aircraft in connection with a business-related trip of a director is permitted, with spousal travel added to the director’s reported U.S. federal income, as applicable, based on the standard industry fare level valuation method. There is no incremental cost to us of providing this benefit.

Equity Awards. Our Compensation Committee weights directors’ compensation heavily in equity-based awards in order to align their interests with the long-term interests of our shareholders. During 2015, each non-employee director received a grant of restricted shares valued at $125,000, with the exception of Mr. Levy who, as Non-Executive Chair of the Board, received a grant of restricted shares valued at $250,000. Restricted shares granted to our non-employee directors generally vest ratably over three years. These restricted shares generally accelerate and vest on a director’s separation from service from the Board unless a director is requested to depart the Board for cause, in which case such restricted shares are forfeited. Dividends are paid currently on time-vested restricted shares.

 

Pursuant to our equity ownership policy for independent directors, which furthers our goal of aligning the interests of our directors and shareholders, each of our independent directors is required to hold common shares (including vested and unvested restricted shares) having a value equal to five times his or her then-current annual cash retainer or such lesser amount as the director has been granted to date. Directors generally are not permitted to sell any of the equity granted to them unless they have met their ownership requirements. As of December 31, 2015, all of our independent directors had satisfied their ownership requirements.

In addition, our directors and executive officers are subject to our anti-hedging, anti-pledging and other trading policies, which, unless otherwise approved by our Group General Counsel, prohibit transactions in our securities outside of designated “window” periods (except pursuant to previously adopted, approved Rule 10b5-1 plans), hedging the market value of any of our securities, and short sales of, or margin loans on, our securities. We believe that each of our directors is in compliance with our anti-hedging, anti-pledging and other trading policies.

 

								EXECUTIVE OFFICERS

Our executive officers provide functional oversight of our business units and have primary responsibility for setting Company policy and decision-making authority. Our executive officers, as defined in the Exchange Act, include our Chief Executive Officer, Chief Operating

Officer and Chief Financial Officer, Group Chief Underwriting Officer, Group Chief Risk Officer, and Group General Counsel, each of whom is also a named executive officer for purposes of this proxy statement, and our Chief Accounting Officer.

 

Our named executive officers for purposes of this proxy statement are:

 

•

Kevin J. O’Donnell, our President and Chief Executive Officer;

 

•

Jeffrey D. Kelly, our Executive Vice President, Chief Operating Officer and Chief Financial Officer;

 

•

Ross A. Curtis, our Senior Vice President and Group Chief Underwriting Officer;

 

•

Ian D. Branagan, our Senior Vice President and Group Chief Risk Officer; and

 

•

Stephen H. Weinstein, our Senior Vice President, Group General Counsel, Secretary and Chief Compliance Officer.

Executive Summary

Our Strategy and Compensation Philosophy

Our mission is to produce superior returns for our shareholders over the long term. We principally measure our financial success through long-term growth in tangible book value per common share plus the change in accumulated dividends, a metric which we believe is the most appropriate measure of our financial performance and in respect of which we believe we have delivered superior performance over time. We incentivize performance on this key metric through the mix of individual elements that comprise our executive compensation program. For example, the return on equity component of our annual incentive plan directly reflects past period growth in tangible book value per common share plus the change in accumulated dividends, and elements such as the achievement of budgeted gross written premiums and our performance relative to our strategic and tactical plans reflect franchise scale and appropriate growth, and the necessary investments to deliver tangible book value growth in the future.

The following graphs illustrate our GAAP return on equity compared to our peer group over one-, three- and five-year periods ending December 31, 2015 and growth in book value per common share (compounded annually) over the same periods:

 

Source: S&P Research Insight (for 2011-2014 data) and S&P Capital IQ (for 2015 data).

(1)	Includes our current peer group except that Third Point Reinsurance Ltd. is excluded from five year calculations due to lack of data prior to 2012 and Montpelier Re Holdings Ltd. is excluded from all calculations because it was acquired by Endurance Specialty Holdings Ltd. in 2015.

(2)	“CAGR” means compound annual growth rate.

We have a team-based approach to leading, managing, and operating the Company, which means that our named executive officers generally are responsible for developing, implementing, managing and monitoring our overall strategic plan and operations on a Company-wide basis, in addition to being responsible for their specific business units or functions.

Our executive compensation philosophy is to develop compensation programs that:

 

•

support and are consistent with our strategy and risk-management practices;

 

•

align the interests of our executives with the long-term interests of our shareholders;

 

•

encourage operational and financial consistency over the market cycles and earnings volatility that characterize our industry; and

 

•

promote our team-based approach.

We do this by:

 

•

requiring our named executive officers to own a significant number of our shares and forbidding pledging, hedging and similar transactions in our shares;

 

•

making a meaningful portion of named executive officer compensation pay “at-risk,” through performance-based annual incentive bonuses and long-term equity-based incentive awards; and

 

•

rewarding our named executive officers based primarily on our overall performance, rather than the performance of individual business units or functions.

 

								EXECUTIVE COMPENSATION—CONTINUED

2015 Strategic, Financial and Operating Highlights

Strong Financial Performance. In 2015, we generated operating income available to RenaissanceRe common shareholders of $477.7 million and an operating return on average common equity of 11.4%, increasing tangible book value per share plus accumulated dividends by 5.0%.² This growth in tangible book value per share plus accumulated dividends reflects both the impact of significant share repurchases and the recognition of goodwill and intangible assets from our acquisition of Platinum. Our combined ratio, the sum of our loss ratio and expense ratio, was 64.7%, which is higher than in prior low-loss years, but emphasizes the growing impact of the casualty business on our results. We ended the year with over $4.7 billion of total shareholders’ equity, not counting the capital we manage on behalf of private investors.

Strong Shareholder Return. We generated 17.8% of total shareholder return in 2015, among the highest in our industry.

Platinum Acquisition. In March 2015, we completed the successful acquisition of Platinum, thereby increasing our market presence (particularly in the United States), reducing costs and creating economies of scale, and increasing our access to desirable risk and offering opportunities for efficient capital management by broadening our client base. The acquisition was accretive to operating income and book value per common share.

Capital Management. In 2015, we demonstrated significant speed, flexibility and conviction in managing our capital, deploying over $600 million of excess capital in the Platinum acquisition, buying back $260 million of our common shares, returning almost $500 million of capital to our joint venture partners and increasing our common share dividend for the 20th consecutive year, while maintaining strong capital and liquidity positions and our industry leading financial strength and claims-paying ratings.

Underwriting Accomplishments. In 2015, our underwriting teams, through close collaboration and a focus on building on our competitive advantages, continued to outperform the market, managing to build an attractive book, despite the market’s dramatic and rapid changes throughout the year.

Strong Strategic Plan Performance. We executed strongly against our board-approved strategic plan in 2015, which we believe strengthened our client relationships, expanded our value proposition to intermediaries, and provided innovative new options to match capital with risk. We invested in modelling, risk management and outreach which helped bring new demand to the market, such as our leadership on the new-to-market reinsurance program of the Florida Hurricane Catastrophe Fund and our groundwork to help establish a market for residential United States flood risk.

Strong Operational Performance. We also performed well operationally, in particular on the successful integration of Platinum, the repositioning of our balance sheets with cost-effective refinancing, our investment in the capabilities of our Lloyd’s and casualty and specialty operations, our preparation for the Solvency II regime for our Bermuda insurance subsidiaries and consolidated group; the updating and introduction of new risk models; and our participation in initiatives to identify and reduce the risk of potentially adverse legislative or regulatory proposals.

Reflecting our strong performance in 2015 and our pay-for-performance philosophy, performance-based annual incentive bonuses for 2015 were paid at 146% of target for all named executive officers and performance shares vested at 168.2% of target for 2015.

 

Highlights of Our Compensation Program

What We DO:

 

ü

Tie Pay to Performance. A significant portion of target annual compensation for our named executive officers is “at-risk” pay, including the annual performance-based cash incentive bonus and long-term equity-based incentive awards. For 2015, “at-risk” pay comprised approximately 82% of target annual compensation for the Chief Executive Officer and, on average, 77% of target annual compensation for our other named executive officers.

 

 

ü	Mitigate Risk. Our executive compensation programs are designed in part to manage business and operational risk and to discourage short-term risk taking at the expense of long-term results.

 

 

ü	Maintain Robust Share Ownership Guidelines. Our Chief Executive Officer is required to hold Company shares having a value equal to 7.5 times his salary and each of our other named executive officers is required to hold Company shares having a value equal to 4.5 times his salary.

 

 

ü	Clawback Incentive Compensation. Our Board may attempt to recoup incentive compensation payments from our executive officers in the event our financial statements are required to be restated.

 

 

ü	Require Minimum Vesting Periods for Equity Awards. Our long-term incentive awards vest over no less than three years and our proposed 2016 Plan will generally require awards to have a vesting period of at least one year.

 

 

ü	Have an Independent Compensation Consultant. The Compensation Committee retains its own independent compensation consultant to review our executive compensation program and practices.

 

 

ü	Shareholder Engagement. We engage with our shareholders to discuss and understand their perceptions or concerns regarding our executive compensation programs.

 

 

ü	Have a Maximum Payout Cap for Long-Term Incentives. Performance shares will not pay out above a pre-determined maximum.

 

 

ü	Double-Trigger in the Event of a Change in Control. In the event of a change in control, cash severance benefits are payable only upon a double trigger and awards made under our proposed 2016 Plan will be payable only upon a double trigger.

 

What We DO NOT Do:

 

 

û

No Vesting of Performance Shares if Threshold Performance Is Not Achieved. No performance shares vest for a performance year if our relative total shareholder return rank is below the 35th percentile of our peer group. As a result, 100% of the performance shares related to each of 2012, 2013 and 2014 performance were forfeited.

 

 

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

 

 

û	No Tax Gross-ups on Perquisites. Our named executive officers are not entitled to U.S. federal income tax gross-ups on perquisites.

 

 

û	No Repricing. Stock options and stock appreciation rights cannot be repriced, exchanged or cashed out without shareholder approval.

 

 

û	No Special Retirement Arrangements for Executive Officers. Our named executive officers do not participate in any retirement programs that are not generally available to our employees.

 

 

û	No Hedging and No Pledging. Our employees and directors are prohibited from directly hedging the value of, entering into short sales or margin loans on, or pledging any of our securities.

 

 

û	No Unapproved Trading Plans. Our named executive officers must have pre-approval to establish trading plans pursuant to Exchange Act Rule 10b5-1 and to trade our shares outside of such plans.

 

 

û	No Dividends or Dividend Equivalents on Unvested Performance Shares. We do not pay dividends or dividend equivalents on performance shares unless and until the performance shares are earned and vest.

 

 

û	No Payments At or Above Target for Below Median Performance. Performance shares granted in 2016 will pay out at target if our relative total shareholder return is at the 53rd percentile of our peer group and will not pay out greater than target if our absolute total shareholder return is negative.

 

								EXECUTIVE COMPENSATION—CONTINUED

Advisory Vote on Compensation; Shareholder Engagement

At our 2015 Annual Meeting, approximately 65% of the votes cast on the annual advisory “say on pay” vote were cast in support of the compensation of our named executive officers. This was significantly lower than the strong support levels of approximately 91% in 2014, 94% in 2013 and 98% in 2012. Although the vote is non-binding in nature, the results were disappointing, particularly since our executive compensation program design had not materially changed from recent years.

We are committed to ensuring that our shareholders fully understand our executive compensation programs, including how they align the interests of our named executive officers with those of our shareholders and how they reward the achievement of our strategic objectives. Following our 2015 Annual General Meeting of Shareholders and prior to our 2016 Annual Meeting, we engaged in an extensive shareholder outreach effort, speaking with or contacting shareholders representing more than 60% of our outstanding shares. Shareholders noted that they generally supported our strategy and

consistently expressed support for the structure and design of our compensation plans and programs, particularly our emphasis on long-term equity-based incentive awards, and appreciated the opportunity to engage in these discussions and our willingness to consider their input in designing our executive compensation program.

The Compensation Committee deliberated extensively about the results of the 2015 “say on pay” vote and considered the results and the feedback we received from our shareholders in our ongoing review of our executive compensation program. While the Compensation Committee believes that our executive compensation program is strong and has served us well, it recognizes that the Company is at an inflection point as a result of the recent Platinum acquisition and changes in the mix of our business. At its January and February 2016 meetings, the Compensation Committee determined to make certain changes to our executive compensation program resulting from its comprehensive compensation review process and the invaluable feedback gathered from shareholders. Below is a summary of what we heard and the actions we took in response:

 

The Link Between Pay and Performance

The compensation paid to our named executive officers is greatly impacted by our performance and payout levels vary considerably based on results over both the short and long term. As described in more detail below, our executive compensation program has four main components: (i) salary, (ii) performance-based annual incentive bonus, (iii) long-term equity-based incentive awards in the form of time-based restricted shares and performance shares and (iv) other benefits and perquisites. We consider the performance-based annual incentive bonus and long-term equity-based incentive awards, which represented approximately 83% of our Chief Executive Officer’s target annual compensation in 2015 and approximately 82% of his target annual compensation in 2016, to be pay “at-risk.” Performance-based annual incentive bonus and performance shares, which represented approximately 44% of our Chief Executive Officer’s target annual compensation in 2015 and approximately 55% of his target annual compensation in 2016, are earned based on our performance.

Our performance-based annual incentive bonus is paid based on our “business performance factor,” which is determined based on our financial performance and strategic accomplishments during the year, as assessed through the process outlined below (see “—Principal Components of Our Executive Compensation Program—Performance-Based Annual Incentive Bonus” below). Performance-based annual incentive bonuses for 2015 were paid at 146% of target for all named executive officers.

The number of performance shares that vest for a particular year in a three-year performance cycle is based on a formulaic determination of total shareholder return relative to our peer group (see “—Principal Components of Our Executive Compensation Program—Long-Term Equity-Based Incentives” below). Performance shares vested at 168.2% of target for 2015 for all named executive officers.

The following table sets forth our Chief Executive Officer’s total compensation, as reported in the Summary Compensation Table, for each of 2013, 2014 and 2015 and illustrates the balance of our Chief Executive Officer’s pay, as described above:

 

In 2015, our Chief Executive Officer’s total compensation as reported in the Summary Compensation Table increased modestly from 2014, driven primarily by an increase in his formulaic performance-based annual incentive bonus. The amounts reported in the Summary Compensation Table may not reflect actual realized pay. For example, based on our relative total shareholder return in 2012, 2013 and 2014, our named executive officers forfeited all performance shares that were eligible to vest for those performance years. At the time of grant those awards were reflected in the Summary Compensation Table at their grant date fair values, which assumes maximum performance applied to the target number of shares.

The alignment of Chief Executive Officer pay with performance is further illustrated by the graphs below. The first graph shows the alignment of our Chief Executive Officer’s five-year realizable pay with return on equity over the same period and the second graph shows the alignment of our Chief Executive Officer’s five-year realizable pay with total shareholder return over the same period, each based on the

most recently available complete peer group proxy data. As shown below, on each of these metrics, our performance was positioned higher versus our peers than our Chief Executive Officer’s realizable pay over the last five years: our five-year average return on equity was the highest among our peers and our five-year total shareholder return was at the 40^th percentile of our peer group, while our Chief Executive Officer’s five-year realizable pay ranked at the 30^th percentile of our peer group. We believe our 2014 shareholder return, measured in respect of the closing price on the last trading day of that year, was significantly impacted by our announcement, on November 24, 2014, of our agreement to acquire Platinum and that the transaction consideration would include issuing common shares representing approximately 19% of our common shares then outstanding. Our 2015 total shareholder return of 17.8%, which was among the highest in our industry, reflected, we believe, both our strong financial and operating performance in 2015 and our shareholder and stakeholder support for the strategic merits and long-term expected benefits of the Platinum acquisition.

 

								EXECUTIVE COMPENSATION—CONTINUED

The Market for Talent and Our Peer Group

Our ability to attract and retain executive officers with the unique personal and professional qualities that we believe contribute to our ongoing success is critical to achieving our goals. We believe that the pool of candidates that meet our criteria is small and that competition for talent has increased during recent years as a result of, among other things: non-traditional entrants into our industry (such as investment banks, hedge funds and pension funds); new reinsurance companies backed or funded by such other entities entering the market; the proliferation of third-party capital utilization by insurance and reinsurance companies and non-traditional competitors; and the growth in demand for catastrophic and specialty risk coverage in emerging markets.

While the Compensation Committee does not target specific compensation component levels or total compensation of the named executive officers against market data, it periodically assesses the competitiveness of the compensation levels of our named executive officers and considers the overall competitive market in which our named executive officers operate.    With the assistance of management and its independent compensation consultant, Mercer, the Compensation Committee utilizes market data of a peer group of companies to analyze the competitiveness of our named executive officer compensation.

The peer group is developed by management and Mercer and is regularly reviewed, assessed and approved by the Compensation Committee to ensure continued applicability. It includes companies with businesses that are similar to ours, that are in similar jurisdictions to ours and from which we seek to attract qualified executives.

Significantly, eight of the nine companies in our peer group that disclosed a peer group for compensation purposes in their 2015 proxy statements also listed us as a peer or equivalent. In selecting peers, the Compensation Committee seeks to maintain consistency from year to year, to the extent appropriate. It also considers company size—both by revenue and by 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 our peer group have revenue somewhat higher than the range typically used by proxy advisors to determine peer companies, but we do not believe that reinsurance companies’ revenues are necessarily directly comparable. For example, an excess of loss treaty may provide higher limits, and represent a higher estimated margin, than a proportional treaty with higher gross premiums. However, we are comfortable that our market presence and financial position are broadly comparable with our peer group as a whole and with the individual companies that comprise it. Accordingly, we believe it is appropriate to include these companies, regardless of revenue, because these selected peer companies are our primary competitors for both business and executive talent. To ensure that our competitive pay analysis is not unduly influenced by the larger companies in our peer group, we analyze our pay levels including and excluding the largest four peer companies and have concluded that they do not have a significant impact on our competitive pay position. Although, as noted above, we also compete for talent with non-traditional entrants into our industry, we do not include these firms in our peer group. We try to monitor their compensation practices where information is available and to be cognizant of competitive pressures from these market entrants in our program design and determinations.

 

The following 12 companies comprised our peer group for 2015:

 

Allied World Assurance Company Holdings, AG		Montpelier Re Holdings Ltd. (1)
Arch Capital Group Ltd.		PartnerRe Ltd. (2)
Aspen Insurance Holdings Limited		Third Point Reinsurance Ltd.
Axis Capital Holdings Limited		Validus Holdings, Ltd.
Endurance Specialty Holdings Ltd.		White Mountains Insurance Group, Ltd.
Everest Re Group, Ltd.		XL Group plc

 

(1)	Montpelier Re Holdings Ltd. was acquired by Endurance Specialty Holdings Ltd. on July 31, 2015. It was included in our peer group for relevant compensation decisions prior to its acquisition.

(2)	PartnerRe Ltd. was acquired by EXOR S.p.A. on March 18, 2016.

As discussed below under “Principal Components of Our Executive Compensation Program,” in addition to using our peer group of

companies to set and analyze compensation programs and levels, we also used this peer group of companies to measure certain performance metrics for performance-based annual incentive bonuses for 2015 and to determine total shareholder return relative to our peers for payout of our performance shares for 2015.

Principal Components of Our Executive Compensation Program

Summary

We believe that our executive compensation program 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 supports that philosophy.

 

								EXECUTIVE COMPENSATION—CONTINUED

The Compensation Committee does not mandate a specific allocation among the compensation components, but believes that a majority of total direct compensation paid to our named executive officers should be “at-risk,” with a substantial portion subject to the achievement of performance objectives as well as service-based criteria.

The charts below show the pay mixes between fixed (base salary) and “at-risk” (time-vested restricted shares, performance shares and performance-based annual incentive bonus) target pay of our Chief Executive Officer and our other named executive officers (on average) for 2015 and 2016, which illustrate our emphasis on long-term and “at-risk” compensation and the increased emphasis on performance-based compensation from 2015 to 2016:

 

Salary

We believe that base salary should provide a fixed component of compensation at a competitive level to attract and retain executives. Salaries for our named executive officers are based on several factors, including the scope of job responsibilities, experience, expertise, performance, our internal salary grade structure (which contemplates level and location for all employees other than our Chief Executive Officer), and competitive market compensation. From time to time, salaries may be adjusted to reflect promotions, increases in responsibilities and competitive considerations.

In 2015, none of our named executive officers received a salary increase other than Mr. Kelly and Mr. Branagan. In November 2014, the Compensation Committee determined to increase Mr. Kelly’s salary from $591,250 to $700,000 effective January 1, 2015 in connection with his promotion to the additional position of Chief Operating Officer. In February 2015, the Compensation Committee determined to increase Mr. Branagan’s salary from £290,300 to £307,730 effective April 1, 2015 to reflect the increasing profile of the risk-management function and the increasing complexity of his role within the expanding organization.

In February 2016, in connection with its annual compensation review, the Compensation Committee determined to increase Mr. O’Donnell’s base salary from $975,000 to $1,060,000, Mr. Curtis’s base salary from $550,000 to $625,000, Mr. Branagan’s base salary from £307,730 to £341,661, and Mr. Weinstein’s base salary from $463,500 to $501,000, each effective April 1, 2016, to reflect their increased responsibilities as a result of the increased size and

complexity of our organization following the Platinum acquisition and the overall strong performance of the executive team in the execution of our strategic plans through the integration activities following the acquisition. As described below, the 2016 salaries are used to determine the amounts of performance-based annual incentive bonuses for 2015.

These salary decisions were supported by our annual analysis of the competitiveness of our executive compensation program, which is conducted with the assistance of Mercer.

Performance-Based Annual Incentive Bonus

Our performance-based annual incentive bonus is structured to reward our named executive officers based on short-term corporate performance. Amounts are earned based on our attainment of certain financial measures and quantitative and qualitative strategic and operating accomplishments for the relevant fiscal year. The Compensation Committee and management believe that, while quantitative results should be a primary measure of executive performance, they should not be the sole measure. Our business is subject to significant volatility over the short and intermediate term as financial performance in any fiscal period is materially impacted by the occurrence or non-occurrence of catastrophic events. Therefore, it can be extremely difficult to judge what constitutes “strong performance” in any given short or intermediate time frame purely on a quantitative basis. We believe that the mix of qualitative and quantitative objectives we have chosen encourages underwriting discipline and does not reward excessive or inappropriate risk taking.

The factors chosen by the Compensation Committee to calculate performance-based annual incentive bonuses are considered by the

 

Compensation Committee to be principal drivers in the creation of total shareholder return and growth in tangible book value per common share over time, and the overall success of our business. For 2015, we chose operating return on average common equity, operating earnings per share and gross written premiums as the portfolio of financial performance metrics for the determination of performance-based annual incentive bonuses because we believe that each metric individually represents an important measure of the financial success of our business and together they serve to balance risk and reward and support our goal of growth in tangible book value per common share.

Performance-Based Annual Incentive Bonus Mechanics

At its first quarterly meeting each year, the Compensation Committee establishes a target performance-based annual incentive bonus for each of our named executive officers. It also reviews the financial objectives and strategic accomplishments that will be used to determine the “business performance factor” that will be considered when determining the ultimate amount of the bonus following the completion of the fiscal year. The “business performance factor” equals the aggregate sum of the outcomes for each performance metric, calculated as the percentage achievement multiplied by its relative weight (as illustrated in the table below). The potential ranges of these individual components vary, but can result in a final business performance factor of no greater than the maximum set by the Compensation Committee for the year.

Following the completion of a fiscal year, the Compensation Committee determines the business performance factor for the preceding fiscal year. Bonus allocations for all employees, including our named executive officers, are then made from a pool funded by multiplying the aggregate target bonuses by the business performance factor after adjusting for individual performance and contributions. We believe that our performance-based annual incentive bonus award process fosters relative internal pay equity and aligns employees with overall corporate results in a manner consistent with our team-based compensation philosophy and organizational culture.

2015 Performance-Based Annual Incentive Bonus Determinations

At its meeting in February 2015, the Compensation Committee determined target levels for named executive officers’ 2015

performance-based annual incentive bonuses and reviewed the financial objectives and strategic accomplishments that would be considered when determining the ultimate amount of the bonus following the completion of the 2015 fiscal year as part of the Board’s review of our annual strategic plan. The target amounts established by the Compensation Committee, expressed as a percentage of the executive’s bonus basis (which is equal to the executive’s actual salary as of April 1, 2016), were consistent with previous years. In addition, consistent with prior years, for 2015, financial objectives were given a weighting of 67% and strategic accomplishments were given a weighting of 33% and the Compensation Committee determined that the final business performance factor could range from 0 to 1.50 (or 0% to 150% of target). The strategic accomplishments established by the Compensation Committee included, among other things, the following:

 

•

the completion of the Platinum acquisition and integration of Platinum’s operations,

 

•

capital management,

 

•

underwriting performance,

 

•

investments in modelling, risk management and the creation of new market demand,

 

•

repositioning of our balance sheets with cost-effective refinancing, and

 

•

preparation for the Solvency II regime.

In February 2016, the Compensation Committee reviewed the Company’s performance for the 2015 fiscal year. The Compensation Committee believes that, as discussed above under, “—Executive Summary—2015 Strategic, Financial and Operating Highlights,” the Company performed well against our plan and against the pre-established financial metrics and strategic accomplishments for the performance-based annual incentive bonus awards for 2015. Based on our actual performance achievements, the Compensation Committee established an overall business performance factor of 1.46 (or 146% of target) for 2015 in accordance with the formula described above and outlined in the table below.

 

								EXECUTIVE COMPENSATION—CONTINUED

The table below shows the key performance metrics that the Compensation Committee considered in establishing the overall

business performance factor for 2015 and the resulting scores on all measures.