The Company is authorized to issue restricted stock awards, restricted stock units, performance share awards, stock options and other share-based awards to its employees and directors pursuant to various stock incentive compensation plans.

On May 16, 2022, the Company’s shareholders approved the Company’s First Amended and Restated 2016 Long-Term Incentive Plan, which amended and restated the plan initially approved by the shareholders in May 2016 (as amended from time to time, the “2016 Long-Term Incentive Plan”). The Company is authorized to issue up to 3,060,092 common shares pursuant to the 2016 Long-Term Incentive Plan. The 2016 Long-Term Incentive Plan permits the grant of restricted stock awards, restricted stock units, performance share awards (including cash-based performance awards), stock options and other share-based awards to employees, officers, non-employee directors and consultants or advisors of the Company and its affiliates.

In November 2016, the Company instituted a cash settled restricted stock unit (“CSRSU”) plan, the 2016 Restricted Stock Unit Plan, which allows for the issuance of equity awards in the form of CSRSUs. All outstanding awards made under the 2016 Restricted Stock Unit Plan vested no later than March 1, 2021.

Restricted stock awards granted to employees under the 2016 Long-Term Incentive Plan generally vest ratably over a four-year period. Restricted stock awards granted to non-employee directors generally vest ratably over a three-year period.

Performance share awards granted to certain of the Company’s executive officers pursuant to the 2016 Long-Term Incentive Plan are subject to vesting conditions based on both continued service and the attainment of pre-established performance goals. If performance goals are achieved, the performance share awards will vest up to a maximum of 200% of target. Performance share awards generally cliff vest at the end of a three-year vesting period based on the attainment of performance goals over the three-year performance period.

Performance share awards granted in March 2019 had a performance condition, which was the percentage change in the Company’s tangible book value per common share plus change in accumulated dividends, or, in the event of a change in control, a market condition, which was the Company’s total shareholder return relative to its peer group.

Beginning with awards granted in March 2020, performance share awards have performance conditions, which are the average percentage change in the Company’s book value per common share plus change in accumulated dividends over three years and the three-year average underwriting expense ratio rank compared to peers, or, in the event of a change in control, a market condition, which is the Company’s total shareholder return relative to its peer group. The performance conditions are calculated in accordance with the terms of the applicable award agreement.

On November 7, 2023, the Board of Directors granted performance-based restricted stock awards to the Company’s Chief Executive Officer. The performance condition is the average percentage change in the Company’s tangible book value per common share plus change in accumulated dividends over four years, commencing on January 1, 2023 and ending on December 31, 2026, or, in the event of a change in control, a market condition, which is the Company’s total shareholder return relative to its peer group. The performance conditions are calculated in accordance with the terms of the applicable award agreement.

CSRSUs are liability awards with fair value measurement based on the fair market value of the Company’s common shares at the end of each reporting period. CSRSUs granted periodically pursuant to the 2016 Restricted Stock Unit Plan generally vest ratably over 4 years.

For performance share awards granted in March 2019, the performance metric related to the percentage change in tangible book value per share plus change in accumulated dividends which is classified as a performance condition under FASB ASC Topic Compensation - Stock Compensation. As a result, the fair value of the performance share awards was determined based on the fair market value of RenaissanceRe’s common shares on the grant date. The estimated fair value of performance share awards was amortized as an expense over the requisite service period.

For performance share awards granted beginning in March 2020, the performance metrics relate to (i) the percentage change in book value per share plus change in accumulated dividends and (ii) average underwriting expense ratio rank compared to peers, both of which are classified as performance conditions under FASB ASC Topic Compensation - Stock Compensation. As a result, the fair value of the performance share awards is determined based on the fair market value of RenaissanceRe’s common shares on the

The fair value of restricted stock awards is determined based on the fair market value of RenaissanceRe’s common shares on the grant date. The estimated fair value of restricted stock awards is amortized as an expense over the requisite service period. The Company has elected to recognize forfeitures as they occurred rather than estimating service-based forfeitures over the requisite service period.

CSRSUs were revalued at the end of each quarterly reporting period based on the then fair market value of RenaissanceRe’s common shares. The total cost was adjusted each quarter for unvested CSRSUs to reflect the current share price, and this total cost was amortized as an expense over the requisite service period. The Company has elected to recognize forfeitures as they occurred rather than estimating service-based forfeitures over the requisite service period.




	Number of Shares (1)	Weighted Average Grant Date Fair Value
Nonvested at December 31, 2020	151,714	$	140.96
Awards granted	55,876	162.61
Awards vested	(49,792)	130.73
Awards forfeited	(16,730)	—
Nonvested at December 31, 2021	141,068	$	163.98
Awards granted	69,548	145.49
Awards vested	—	—
Awards forfeited	(19,352)	—
Nonvested at December 31, 2022	191,264	$	159.07
Awards granted	160,796	211.18
Awards vested	(38,846)	170.40
Awards forfeited	(26,994)	—
Nonvested at December 31, 2023	286,220	$	185.73

(1) For performance share awards, the number of shares is stated at the maximum number that can be attained if the performance conditions are fully met. Forfeitures represent shares forfeited due to vesting below the maximum attainable as a result of the Company not fully meeting the performance conditions.



	Employee Restricted Stock Awards			Non-Employee Director Restricted Stock Awards			Total Restricted Stock Awards
	Number of Shares	Weighted Average Grant Date Fair Value		Number of Shares	Weighted Average Grant Date Fair Value		Number of Shares	Weighted Average Grant Date Fair Value
Nonvested at December 31, 2020	592,747	$	143.14	20,660	$	155.03	613,407	$	143.54
Awards granted	252,625	167.92		10,452	162.61		263,077	167.71
Awards vested	(207,264)	142.52		(10,511)	147.72		(217,775)	142.77
Awards forfeited	(14,776)	158.97		—	—		(14,776)	158.97
Nonvested at December 31, 2021	623,332	$	153.02	20,601	$	162.60	643,933	$	153.32
Awards granted	354,887	143.86		12,721	145.77		367,608	143.92
Awards vested	(242,628)	148.30		(12,307)	159.20		(254,935)	148.83
Awards forfeited	(22,795)	149.01		—	—		(22,795)	149.01
Nonvested at December 31, 2022	712,796	$	150.19	21,015	$	154.40	733,811	$	150.31
Awards granted	378,994	199.24		9,064	215.79		388,058	199.65
Awards vested	(279,363)	151.15		(11,861)	161.56		(291,224)	151.57
Awards forfeited	(15,278)	—		—	—		(15,278)	—
Nonvested at December 31, 2023	797,149	$	172.74	18,218	$	180.70	815,367	$	172.91

The aggregate fair value of restricted stock awards and performance share awards vested during 2023 was $70.0 million (2022 – $38.8 million, 2021 – $46.3 million). In connection with share vestings, there was a $1.7 million excess windfall tax benefit realized by the Company in 2023 (2022 – $0.1 million, 2021 – $0.2 million).

The total stock compensation expense recognized in the Company’s consolidated statements of operations during 2023 was $60.3 million (2022 – $45.2 million, 2021 – $40.0 million). As of December 31, 2023, there was $102.1 million of total unrecognized compensation cost related to restricted stock awards and $18.8 million related to performance share awards, which will be recognized on a weighted average basis during the next 1.9 and 2.3 years, respectively.

All of the Company’s employees are eligible for defined contribution pension plans. Contributions are primarily based upon a percentage of eligible compensation. The Company contributed $9.5 million to its defined contribution pension plans in 2023 (2022 – $6.7 million, 2021 – $7.5 million).