When reviewing the performance and considering the compensation of our named executive officers, the Compensation and Corporate Governance Committee considers our strategic, operating and financial performance over both the short and long term. We believe that in 2018 we benefited from strong execution of a consistent long-term strategy and that the investments we made in prior years supported our efforts to exceed our clients’ expectations and deliver superior financial results. Highlights of our strategic, financial and operational performance in 2018 and over the last few years are outlined below.

Strong Strategic Plan Performance. We performed very well against our strategic plan in 2018, strengthening our client relationships, executing on our gross-to-net strategy and providing innovative new options to match capital with risk. In particular, we successfully pursued attractive growth opportunities, culminating in our disciplined and successful bid, in October 2018, to acquire Tokio Millennium Re (“TMR”) in a transaction that we believe will result in long-term financial value for our shareholders and accelerate our strategy by providing greater market penetration, increasing our access to risk and enhancing our ability to offer more comprehensive solutions to a larger number of customers. We believe that our planning and efforts relating to strategic, analytical, due diligence, structuring, talent and client retention, negotiation, financial planning and integration efforts associated with our acquisition of TMR were strong. In 2018, we made significant progress on obtaining the approvals necessary to close the transaction, preparing to fund the acquisition while maintaining our capital and liquidity at strong levels, and planning and preparing for the integration of TMR’s business and operations.

Strong Financial Performance. Despite multiple catastrophic events impacting the markets we serve in 2018, for the year ended December 31, 2018, we generated net income available to RenaissanceRe common shareholders of $197.3 million and operating income available to RenaissanceRe common shareholders of $366.6 million; return on average common equity of 4.7% and operating return on average common equity of 8.8%; increases in book value per common share of 4.4% and growth in tangible book value per common share plus the change in accumulated dividends of 6.4%¹; a combined ratio, the sum of our loss ratio and underwriting expense ratio, of 87.6%; and total shareholder return of 7.5%. We ended the year with $5.0 billion of total shareholders’ equity, which does not include the capital we manage on behalf of private

investors. Our long-term financial performance has also been strong. Over the previous five years, we more than doubled our gross premiums written, while growing shareholders equity by approximately 30% and holding the sum of operational and corporate expenses approximately flat.

Underwriting Accomplishments. Our gross premiums written grew 18.3% in 2018 as we continued to strengthen our customer relationships and helped our clients respond to the catastrophic loss events, even in a challenging market. Our focus on serving our clients with unique coverages positions us to pursue bespoke or large solutions for clients which we expect to be non-recurring. In 2018 these transactions contributed to our growth in gross premiums written and net income. In addition, we continued to see the long-term benefits of our gross-to-net strategy, ceding approximately 70% of the gross losses from the loss events in 2018. Moreover, continued investment in enhanced risk selection, risk management and reporting tools helped us structure a portfolio in 2018 that, when tested by significant catastrophic events impacting both our reportable segments, yielded strong net returns.

Capital Management. In 2018, we maintained our capital and liquidity positions and our financial strength and claims-paying ratings, and increased the quarterly dividend on our common shares for the 23^rd consecutive year. We issued $250 million of our common shares to State Farm Mutual Automobile Insurance Company in a private placement and $250 million of our 5.75% Series F Preference Shares, doubled the size of our revolving credit facility to $500 million, and raised in excess of $1.3 billion from third parties in our various managed vehicles. Taken together, these actions reduced our cost of capital and prepared us to fund the acquisition of TMR and meet all of our funding and liquidity needs.

Strong Operational Performance. We also performed well operationally, coordinating across functions to ensure we will be able to effect a smooth integration of TMR, maintain levels of capital adequacy and liquidity in compliance with various laws and regulations, support rating agency capital requirements, pay valid claims quickly, refine our investment portfolio to reflect our larger, more diversified organization, enhance our underwriting and risk management tools and be adequately capitalized to pursue business opportunities as they arise.

What We DO:

What We DO NOT Do:

Shareholder support of our programs was reflected in the results of the annual advisory “say on pay” vote at our 2018 Annual General Meeting of Shareholders, where approximately 96% of the votes cast were in support of the compensation of our named executive officers. To ensure that we continue to enjoy the support of our shareholders, we engaged in an extensive shareholder outreach effort in 2018 and early 2019. We contacted shareholders representing almost 70% of our common shares, and spoke to shareholders representing more than 52% of common shares. 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. Our shareholders have noted that they generally support our strategy and have consistently expressed support for the structure and design of our compensation plans and programs, particularly our emphasis on long-term equity-based incentive awards. They have said that they appreciate the opportunity to engage in these discussions and our willingness to consider their input in designing our executive compensation program, and have not noted any concerns with our executive compensation program.

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 2019 Annual General Meeting of Shareholders (the “Annual Meeting”) to be held at Renaissance House, 12 Crow Lane, Pembroke HM 19, Bermuda on May 15, 2019, at 8:30 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 of Shareholders and the proxy card are first being made available to shareholders on or about April 2, 2019, concurrently with the distribution of our 2018 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 13, 2019 as the record date for the Annual Meeting. On the record date, there were 42,247,927 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 Amended and Restated Bye-laws (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 voting power restrictions may be waived by the Board in its sole discretion. To date, the Board has consistently enforced these voting power restrictions.

Quorum

Two persons present in person and throughout the Annual Meeting representing in person or by proxy more than 50% of the issued common shares entitled to vote on the matters to be considered at the Annual Meeting form a quorum for the transaction of business at the Annual Meeting. Withheld votes for the election of directors, 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 for whom the number of votes cast FOR that 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 Bye-laws of any shareholder nominees for director, the election of directors solicited hereby is an uncontested election.

Your bank, broker or other nominee is not permitted to vote your shares on any proposal that is considered to be non-routine under the rules of the New York Stock Exchange (the “NYSE”) unless it has received your specific voting instructions with respect to that proposal. For routine matters, unless your proxy indicates otherwise, the persons named as your proxies will vote your shares according to the recommendation of the Board.

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

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 regarding the availability of proxy materials 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 regarding the availability of proxy materials 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 $15,000, 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 2, 2019, 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.

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. Edward J. Zore, 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, Valerie Rahmani, Carol P. Sanders and Cynthia Trudell for election as Class III directors. Mr. Klehm and Ms. Sanders were last elected to the Board at our 2016 Annual General Meeting of Shareholders and Ms. Rahmani was last elected to the Board at our 2018 Annual General Meeting of Shareholders. Ms. Trudell has been nominated to fill the vacancy that will be created by Mr. Zore’s retirement. If elected at the Annual Meeting, the nominees to serve as Class III directors will serve until the expiration of their term in 2022, or until their earlier resignation or removal.

Ms. Trudell was identified as a potential director candidate by Egon Zehnder, a third-party search firm which was engaged by the

Compensation Committee during 2018 to assist it in identifying and evaluating potential candidates. The Compensation Committee determined that Ms. Trudell was qualified under the Compensation Committee’s criteria.

Each nominee has extensive business experience, education and personal skills that qualify him or her to serve as an effective Board member. The specific experience and qualifications of the nominees are set forth below.

We 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 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 and qualifications of each director is set forth below.

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—Committees of the Board—

Compensation and Corporate Governance Committee—Director Qualifications” and “Corporate Governance—Committees of the Board—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 which takes into account applicable regulatory requirements and best practices. The key components of this framework are set forth in the following documents:

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 affirmatively determined that each of Mses. Hamilton and Sanders, Dr. Rahmani and Messrs. Bushnell, Gibbons, Gray, Hennes, Klehm, Santomero and Zore are independent and that, if elected, Ms. Trudell 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 and Mr. Hennes both serve as directors 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 underwritten offerings of $300 million aggregate principal amount of 3.70% Senior Notes due 2025 in March 2015 and $300 million aggregate principal amount of 3.45% Senior Notes due 2027 in June 2017, acting as a co-manager of our underwritten

offering of depositary shares representing our 5.750% Series F Preference Shares in June 2018, being a party to letter of credit facilities with us, and having roles in other past offerings of our securities. Mr. Gibbons is the Treasurer and a director of EGL, the parent company of a number of varied businesses in Bermuda, including Colonial Group International (“Colonial”), and the Non-Executive President and a director of BACL. We have entered into reinsurance contracts with Colonial pursuant to which we received premiums from Colonial of approximately $331,000 in 2016, $296,000 in 2017 and $278,000 in 2018, and paid claims to Colonial of approximately $620,155 in 2017 and $341,000 in 2018. We renewed certain of these reinsurance contracts in December 2018 and expect to receive premiums of approximately $289,000 from Colonial in 2019 as a result of those renewals. To date in 2019, we have paid approximately $2,672 of claims to Colonial. Colonial also provided health insurance plans to Platinum Underwriters Holdings, Ltd. which expired in June 2017 and for which we paid a total of approximately $6,929 in 2017 and $15,742 in 2016. We have other immaterial business relationships with a variety of the other businesses owned by EGL and BACL relating primarily to local services and procurement in Bermuda, for which we paid these entities a total of approximately $30,500 in 2018. Mr. Gibbons is not directly involved in the management of Colonial or any of the other businesses owned by EGL or BACL with which we do business, and all of the transactions were entered into in the ordinary course of business on terms available to similarly situated parties. Furthermore, EGL and BACL entities did not make payments to or receive payments from us in an amount which, in any of the last three fiscal years, exceeded the greater of $1 million or 2% of EGL’s or BACL’s consolidated gross revenues. The reinsurance transactions with Colonial are also discussed under “Certain Relationships and Related Transactions—Relationship with Colonial Group International.”

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. Gibbons serves as the Non-Executive Chair of the Board.

In addition to chairing each meeting of the Board, the Non-Executive Chair of the Board has significant additional responsibilities, including: (i) having 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; (vii) facilitating the assessment of the Board’s effectiveness, at the direction of the Compensation Committee; and (viii) together or in coordination with the Chief Executive Officer, representing the organization in external interactions with shareholders, employees and other stakeholders.

The Non-Executive Chair of the Board 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 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, Head of Internal Audit, Chief Technology Officer, Corporate Information Security Officer and Corporate Actuary.

The Board delegates certain of 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 of the Board 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 and collaboration or the attention of the full Board. In addition, management representatives from our 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 “Executive Compensation—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:

The Audit Committee presently consists of Mr. Bushnell (Chair), Dr. Rahmani and Ms. Sanders. The Board has determined that each member of the Audit Committee meets the independence standards of the Commission and the NYSE. The Board has also determined that each member of the Audit Committee is financially literate and has accounting or related financial management expertise as required by NYSE rules and is an “audit committee financial expert” under the Commission’s rules in each case given his or her experience as set forth in his or her biography 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 auditor’s 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:

Compensation and Corporate Governance Committee

The Compensation Committee presently consists of Ms. Hamilton, Mr. Klehm (Chair) and Mr. Zore. Following the Annual Meeting, Ms. Trudell, if elected, will be appointed to the Compensation Committee, and the Compensation Committee will consist of Ms. Hamilton, Mr. Klehm (Chair) and Ms. Trudell. 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:

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 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 Corporate Secretary not less than 60 days prior to the scheduled date of the annual general meeting of shareholders and must set forth for each nominee: (i) the name, age, business address and residence address of the nominee; (ii) the principal occupation or employment of the nominee; (iii) the class or series and number of shares of capital stock of RenaissanceRe that are owned beneficially or of record by the nominee; and (iv) any other information relating to the nominee that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder. The written notice must also include the following information with regard to the shareholders giving the notice:

Such notice must be accompanied by a written consent of each proposed nominee to be named as a nominee and to serve as a director if elected. The 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 executive officers and key members of our human resources function help support the Compensation Committee’s executive compensation process and the Chief Executive Officer and Group General Counsel 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 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. In addition, our executive officers collaborate on the development of our strategic plans, which the Compensation Committee uses as the basis for setting the goals and targets for our performance-based 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 (U.S.) Inc. (“Mercer”), the Compensation Committee’s independent compensation consultant, 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 “Executive Compensation—Compensation Discussion and Analysis—The Compensation Process—Role of the Independent Compensation Consultant.”

The Compensation Committee reviews director compensation annually with the assistance of Mercer. The Chief Executive Officer is not involved in making decisions regarding director compensation.

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 these individuals are monitored to ensure that over time they have appropriate exposure both to the Board and to our businesses. These individuals interact with our Board in various ways, including through participation in Board meetings and other Board-related activities and meetings with individual directors. The 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, Hennes and Santomero (Chair).

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:

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. For example, as described under “Executive Compensation–Compensation Discussion and Analysis–Principal Components of Our Executive Compensation Program–Performance-Based Annual Incentive Bonus” below, this year the Compensation Committee decided to defer a portion of the performance-based annual incentive bonus payable to our named executive officers and tie payment of that portion to the successful achievement of key performance metrics related to the TMR acquisition. This determination reflected discussions amongst the committees and the Board as whole in respect of overseeing attainment of the strategic goals of the transaction and successful mitigation of potential related risks.

Transaction Committee

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

Offerings Committee

The Offerings Committee presently consists of Messrs. Gibbons, Gray and O’Donnell (Chair) and Ms. Hamilton. 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 2018, the Board met five times, and the 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 each met one time during 2018. Each incumbent director attended 75% or more of the aggregate of the meetings of the Board and committees of the

Board on which he or she served during 2018 (during the periods that he or she served).

The members of the Board are expected to attend our annual general meetings of shareholders. All of our continuing directors attended our 2018 Annual General Meeting of Shareholders, which was held on May 14, 2018 in Bermuda.

Ms. Hamilton, Mr. Hennes, Mr. Klehm and Mr. Zore served on the Compensation Committee during the 2018 fiscal year. No member of the Compensation Committee during fiscal year 2018 was an officer or employee of the Company during the 2018 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 2018.

Corporate social responsibility and sustainability have always been important to us, and are integral components of our corporate culture. We believe that our commitment to these values benefits all of our stakeholders, including our shareholders, communities and environment. Recently, shareholder interest in companies’ involvement in these matters has increased. Highlights of our long-standing commitment to corporate social responsibility and environmental sustainability programs are discussed below.

Risk Mitigation, Environmental Sustainability and Climate Change

We are known for our strengths in financial protection and services related to meteorologically derived disaster risks such as hurricanes, storms and floods, and we prioritize the assessment of risks related to disaster risk coverages and seek opportunities to help homeowners and businesses adapt to manage those risks. Our principal economic exposures arise from our coverages for natural disasters and catastrophes. We believe, and believe the consensus view of current scientific studies substantiates, that changes in climate conditions, primarily global temperatures and expected sea levels, are likely to increase the severity, and possibly the frequency, of weather-related natural disasters and catastrophes relative to the historical experience over the past 100 years. We believe that this expected increase in severe weather, coupled with currently projected demographic trends in catastrophe-exposed regions, contributes to factors that will increase the average economic value of expected losses, increase the number of people exposed per year to natural disasters and in general exacerbate disaster risk, including risks to infrastructure, global supply chains and agricultural production. For more than two decades, RenaissanceRe has taken a leadership role in researching and modeling atmospheric hazards and the economic impact of catastrophic storms and proactively engaging with stakeholders to promote resiliency and adaptation to climate-related events.

By offering this scientific expertise to policymakers and community leaders to inform decision-making and keep people safer in extreme weather, we have been recognized as a trusted voice in risk mitigation. Recognition of our leadership in these areas includes:

Community Engagement and Charitable Giving

We believe it is important to be an engaged member of the communities in which we live and work and that corporate social responsibility is good for our communities, employees and business. We support a broad range of causes and organizations through three core programs: employee matching, global and local community grants and employee volunteer opportunities.

During 2018, our community and charitable activities focused on two core themes: education and research (causes that advance learning opportunities and provide educational assistance) and health and social services (causes that enhance the health and wellbeing of communities and make them more resilient). Highlights of some of our community volunteer and charitable activities in 2018 include:

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, 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 Corporate 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: Corporate Secretary. If properly addressed, communications will be forwarded to the intended recipient unopened.

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

in good faith to be an actual or apparent violation of our Code of Ethics. In addition, as required 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 a beneficial ownership interest of more than 5% of our common shares as of December 31, 2018. Affiliates of BlackRock provide investment management, risk analytics and investment accounting services to us. During 2018, we incurred

$3.8 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 EGL, the parent company of Colonial. We entered into reinsurance contracts with Colonial pursuant to which we received premiums of approximately $278,000 from Colonial in 2018, and paid claims to Colonial of approximately $341,000 in 2018. We renewed certain of these reinsurance contracts in December 2018 and we expect to receive premiums of

approximately $289,000 from Colonial in 2019 as a result of those renewals. To date in 2019, we have paid approximately $2,672 of claims to Colonial. 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 a limited amount (currently the equivalent of 15 hours per year of use of the base airplane) of Company-funded personal use of our fractional interest program with NetJets Aviation Inc. (“NetJets”). On occasion, we may allow additional hours of Company-funded personal use of our aircraft interest on a case-by-case basis. The aggregate incremental cost to us of any personal use is included in the Summary Compensation Table below. In addition, Mr. O’Donnell, Robert Qutub, our Chief Financial Officer, and Stephen Weinstein, our Group General Counsel, 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. O’Donnell paid $17,290, Mr. Qutub paid $73,917 and Mr. Weinstein paid $18,302 for personal use of the aircraft interest for travel during 2018. 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” below). 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. We are not currently the lessee on the lease of residence of any of our other named executive officers.

RenaissanceRe provides support to various charitable organizations in Bermuda and other communities in which we operate, including organizations that support insurance industry education and training, crime prevention, substance abuse prevention, affordable housing and educational assistance. As part of our efforts, we match donations made by our officers and other employees to appropriately registered charities up to certain maximum amounts and make direct charitable contributions. Certain of our executive officers and directors, and spouses of certain of these persons, serve and have served as directors, officers or trustees of some of these organizations. In 2017, we committed to donating $250,000 to the

Bermuda Zoological Society in support of the science education and experiential learning programs offered through the Trunk Island Living Classroom, $100,000 of which was paid in 2017 and $50,000 of which was paid in 2018. Through 2018, Mr. Gibbons was Chairman of the Bermuda Zoological Society Advisory Committee and Mr. Qutub was a member of the Advisory Committee. They were not directors, officers or trustees of the Bermuda Zoological Society and received no compensation for their roles on the Advisory Committee. Except for this donation, we did not contribute more than $120,000 to any one charity in 2018 for which any of our directors or executive officers served as a director, officer or trustee.

The Compensation Committee reviews director compensation annually. While the Compensation Committee does not target specific director pay levels against market data, with the assistance of Mercer, its independent compensation consultant, it analyzes the competitiveness of our director compensation using market data for nonemployee directors of the same group of peer companies used to evaluate executive compensation (see “Executive Compensation—Compensation Discussion and Analysis—The Market for Talent and Our Peer Group” below). The Compensation Committee reviews both the structure of nonemployee director compensation and the amounts paid at these companies. In addition, since the talent market for directors is broader than the market for executives, the Compensation Committee also reviews director compensation among companies in the S&P MidCap 400 and the S&P 500 indices. In 2018, the Compensation Committee did not make changes to any elements of director compensation in connection its annual review.

Annual Cash Retainers. During 2018, each of our non-employee directors other than the Non-Executive Chair of the Board received a cash annual retainer of $90,000 and our Non-Executive Chair of the Board received a cash annual retainer of $170,000 due to the additional responsibilities and duties of his position, which are

described above under “Corporate Governance—Board Leadership Structure—Role of the Non-Executive Chair of the Board.” The Chairs of our Audit Committee, Compensation Committee and Investment and Risk Management Committee each received a committee chair cash retainer of $30,000. The cash retainer amounts were consistent with the 2017 amounts. In the event that a non-employee director joins the Board after the start of the fiscal year, the director will be paid a prorated retainer based on the number of regularly scheduled Board meetings anticipated to be attended as director, subject to a minimum of 50% of the annual retainer fee.

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 incentive awards in order to align their interests with the long-term interests of our shareholders. During 2018, each non-employee director other than the Non-Executive Chair of the Board received a grant of restricted shares valued at approximately $140,000 and the Non-Executive Chair of the Board received a grant of restricted shares valued at approximately $290,000, each consistent with the 2017 grants. 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. Non-employee directors who start mid-year will receive a full-value annual restricted stock grant. The date of grant for such awards will be the director’s start date, and the awards will vest on the same dates as the regular director grants.

Limitation on Non-Employee Director Compensation. Pursuant to the RenaissanceRe Holdings Ltd. 2016 Long-Term Incentive Plan (the “2016 LTI Plan”), the maximum value of any awards granted to any non-employee director in any one calendar year, taken together with any cash fees paid to such non-employee director during such calendar year, may not exceed $1,500,000.

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, 2018, all of our independent directors had satisfied their ownership requirements.

In addition, our independent directors are subject to our anti-hedging, anti-pledging and other trading policies, which prohibit transactions in our securities outside of designated “window” periods (except pursuant to previously adopted, 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.

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

Officer, 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:

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, our new form of performance share award and the return on equity component of our annual incentive plan directly reflect 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 premiums written, combined ratio 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 and growth in book value per common share (compounded annually) compared to our compensation peer group over one-, three-, five- and ten-year periods ending December 31, 2018:

Source: S&P Research Insight (for 2008-2014 peer company data) and S&P Capital IQ (for 2015-2018 peer company data).

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:

We do this by:

Strategic, Financial and Operating Highlights

When reviewing the performance and considering the compensation of our named executive officers, the Compensation and Corporate Governance Committee considers our strategic, operating and financial performance over both the short and long term. We believe that in 2018 we benefited from strong execution of a consistent long-term strategy and that the investments we made in prior years supported our efforts to exceed our clients’ expectations and deliver superior financial results. Highlights of our strategic, financial and operational performance in 2018 and over the last few years are outlined below.

Strong Strategic Plan Performance. We performed very well against our strategic plan in 2018, strengthening our client relationships, executing on our gross-to-net strategy and providing innovative new options to match capital with risk. In particular, we successfully pursued attractive growth opportunities, culminating in our disciplined and successful bid, in October 2018, to acquire TMR in a transaction that we believe will result in long-term financial value for our shareholders and accelerate our strategy by providing greater market penetration, increasing our access to risk and enhancing our ability to offer more comprehensive solutions to a larger number of customers. We believe that our planning and efforts relating to strategic, analytical, due diligence, structuring, talent and client retention, negotiation, financial planning and integration efforts associated with our acquisition of TMR were strong. In 2018, we made significant progress on obtaining the approvals necessary to close the transaction, preparing to fund the acquisition while maintaining our capital and liquidity at strong levels, and planning and preparing for the integration of TMR’s business and operations.

Strong Financial Performance. Despite multiple catastrophic events impacting the markets we serve in 2018, for the year ended

December 31, 2018, we generated net income available to RenaissanceRe common shareholders of $197.3 million and operating income available to RenaissanceRe common shareholders of $366.6 million; return on average common equity of 4.7% and operating return on average common equity of 8.8%; increases in book value per common share of 4.4% and growth in tangible book value per common share plus the change in accumulated dividends of 6.4%²; a combined ratio, the sum of our loss ratio and underwriting expense ratio, of 87.6%; and total shareholder return of 7.5%. We ended the year with $5.0 billion of total shareholders’ equity, which does not include the capital we manage on behalf of private investors. Our long-term financial performance has also been strong. Over the previous five years, we more than doubled our gross premiums written, while growing shareholders equity by approximately 30% and holding the sum of operational and corporate expenses approximately flat.

Underwriting Accomplishments. Our gross premiums written grew 18.3% in 2018 as we continued to strengthen our customer relationships and helped our clients respond to the catastrophic loss events, even in a challenging market. Our focus on serving our clients with unique coverages positions us to pursue bespoke or large solutions for clients which we expect to be non-recurring. In 2018 these transactions contributed to our growth in gross premiums written and net income. In addition, we continued to see the long-term benefits of our gross-to-net strategy, ceding approximately 70% of the gross losses from the loss events in 2018. Moreover, continued investment in enhanced risk selection, risk management and reporting tools helped us structure a portfolio in 2018 that, when tested by significant catastrophic events impacting both our reportable segments, yielded strong net returns.

Capital Management. In 2018, we maintained our capital and liquidity positions and our financial strength and claims-paying ratings, and increased the quarterly dividend on our common shares for the 23^rd consecutive year. We issued $250 million of our common shares to State Farm Mutual Automobile Insurance Company in a private placement and $250 million of our 5.75% Series F Preference Shares, doubled the size of our revolving credit facility to $500 million, and raised in excess of $1.3 billion from third parties in our various managed vehicles. Taken together, these actions reduced our cost of capital and prepared us to fund the acquisition of TMR and meet all of our funding and liquidity needs.

Strong Operational Performance. We also performed well operationally, coordinating across functions to ensure we will be able to effect a smooth integration of TMR, maintain levels of capital adequacy and liquidity in compliance with various laws and regulations, support rating agency capital requirements, pay valid claims quickly, refine our investment portfolio to reflect our larger, more diversified organization, enhance our underwriting and risk management tools and be adequately capitalized to pursue business opportunities as they arise.

Link Between Pay and Performance for 2018

Reflecting our performance in 2018 and our pay-for-performance philosophy, performance-based annual incentive bonuses for 2018 were determined to be 175% of target for all named executive officers, although, as described in detail below under “—Principal Components of Our Executive Compensation Program—Performance-Based Annual Incentive Bonus,” payment of a portion of the bonus has been deferred subject to successful achievement of certain performance metrics tied to the TMR acquisition. Performance shares for the 2018 performance period were earned at between 81.3% and 127.1% of target.

What We DO:

What We DO NOT Do:

Advisory Vote on Compensation; Shareholder Engagement

At our 2018 Annual General Meeting of Shareholders, approximately 96% 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 in line with the strong support level of approximately 95% in 2017 and 94% in 2016. The results were encouraging, reflecting strong shareholder support of our executive officer compensation programs, including the enhancements we made to our program in 2016.

To ensure that we continue to enjoy the support of our shareholders, we engaged in an extensive shareholder outreach effort in 2018 and early 2019. We contacted shareholders representing almost 70% of our common shares during this period, and spoke to shareholders representing more than 52% of common shares. 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. Our shareholders have noted that they generally support our strategy and have consistently expressed support for the structure and design of our compensation plans and programs, particularly our emphasis on long-term equity-based incentive awards. They have said that they appreciate the opportunity to engage in these discussions and our willingness to consider their input in designing our executive compensation program, and have not noted any concerns with our executive compensation program.

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 87% of our Chief Executive Officer’s target annual compensation in 2018, to be at-risk pay. For our other named executive officers, at-risk pay represented, on average, approximately 79% of their target annual compensation in 2018. Performance-based annual incentive bonus and performance shares, which are earned based on our performance, represented approximately 58.5% of our Chief Executive Officer’s target annual compensation in 2018 and, on average, approximately 45% of the target annual compensation for our other named executive officers in 2018.

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. Performance-based annual incentive bonuses for 2018 were determined to be 175% of target for all named executive officers, although payment of a portion of the bonus has been deferred subject to successful achievement of certain performance metrics tied to the TMR acquisition (see “—Principal Components of Our Executive Compensation Program—Performance-Based Annual Incentive Bonus” below).

For performance shares granted prior to May 2018, 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 performance share peer group (see “—Principal Components of Our Executive Compensation Program—Long-Term Equity-Based Incentives” below). For the 2018 performance period, performance shares granted in 2016 vested at 127.1% of target, performance shares granted in 2017 vested at target, and performance shares granted in 2018 vested at 81.3% of target. Our new performance shares, which we began granting in May 2018, vest for a particular year in a three-year performance cycle based on our growth in tangible book value per common share plus the change in accumulated dividends, which we consider to be the principal measure of our long-term financial success (see “—Principal Components of Our Executive Compensation Program—Long-Term Equity-Based Incentives” below). For the 2018 performance period, these performance shares vested at 83.8% of target.

The alignment of pay with performance is further illustrated by the graphs below, which show the alignment of our Chief Executive Officer’s three-year realizable pay with total shareholder return, return on equity, growth in book value per share and combined ratio over the same period, each based on the most recently available complete compensation peer group proxy data. As shown below, on each of these metrics, our Chief Executive Officer’s realizable pay over the last three years was well aligned with our performance

versus our peers: our three-year total shareholder return was at the 60th percentile of our compensation peer group, our three-year average return on equity was at the 50th percentile of our compensation peer group, our three-year growth in book value per share was at the 40th percentile of our compensation peer group and our combined ratio was at the 70th percentile of our compensation peer group, while our Chief Executive Officer’s three-year realizable pay ranked at the 60th percentile of our compensation peer group.

In 2018, our Chief Executive Officer’s total compensation as reported in the Summary Compensation Table increased from 2017, driven primarily by an increase in the value of his formulaic performance-based annual incentive bonus due to improved Company performance. For a number of reasons, including fluctuations in stock prices on the grant and vesting dates, differences in equity grant date fair values from year to year and SEC reporting requirements, the

amounts reported in the Summary Compensation Table may be different from the actual compensation realized by our named executive officers, may not be realized for a number of years or may never be realized. For example, SEC rules require us to report the grant date fair value of all equity awards in the Summary Compensation Table for the year in which they were granted. For performance shares, grant date fair value is generally determined by a

fair value applied to the target number of shares; however, for many years, including for the 2017 performance period, performance shares eligible to vest have actually been forfeited entirely, reflecting the link between pay and performance. As illustrated in the table below, since the introduction of performance shares as a component of our executive compensation program in 2010, through the 2018 performance period, the named executive officers have forfeited between 31% and 75% of their total target number of performance shares. Over the same time period, our growth in book value per common share was 101.5% and our total shareholder return was 181.3%. At the time of grant, the performance share awards had a potential maximum payout of 200% or 250% of target.

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.

Compensation Peer Group

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 compensation 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, whose results are driven by risk portfolios that are similar to ours, that are in similar jurisdictions to ours and from which we seek to attract qualified executives. Significantly, all except one of the companies in our

compensation peer group that disclosed a peer group for compensation purposes in their 2018 proxy statements also listed us as a peer or equivalent. Over the last several years, the (re)insurance industry has experienced an influx of non-traditional entrants, many of which are privately held, and continuing consolidation, resulting in increased competition for both talent and business with strongly resourced and capitalized firms. As a result, it has become increasingly difficult to identify publicly traded companies that we believe are appropriate peers, and the number of companies in our compensation peer group has steadily decreased. 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 our revenue may fall below the compensation peer group median in some years, our market capitalization is regularly above median. Several companies included in our compensation 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 reinsurance 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 compensation 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 compensation peer group, we review the competitive pay information for all 11 peer companies individually, rather than relying on average or other summary statistics that may be distorted by outliers.

In February 2018, the Compensation Committee assessed and determined the composition of our compensation peer group for 2018. Two companies that were included in our 2017 compensation peer group, Validus Holdings, Ltd. and White Mountains Insurance Group Ltd., were removed for 2018 because Validus Holdings, Ltd. announced that it would be acquired and no longer would be a publicly traded company, and White Mountains Insurance Group Ltd. sold its (re)insurance operations and the Compensation Committee determined it was no longer an appropriate peer. The Compensation Committee determined to add Alleghany Corporation, Argo Group International Holdings, Ltd., Greenlight Capital Re, Ltd. and Markel Corporation to the compensation peer group because they met the size, business mix and other criteria set forth above. The following 11 companies comprised our compensation peer group for 2018: