Director and Director Nominee Independence
The Governance and Human Capital Committee has reviewed the independence of each of our current directors and director
nominees and affirmatively determined that each of Drs. Rahmani, Jeworrek and Mester, Mses. Sanders and Trudell and
Messrs. Bushnell, Gibbons, Gidumal, Hennes and Klehm are independent. Mr. O’Donnell is not independent because of his
employment as our President and Chief Executive Officer.
The New York Stock Exchange (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 listing standards regarding
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.
In particular, when making its independence determinations, the Governance and Human Capital Committee considered the
following relationships and determined that none of the directors or director nominees involved had a material relationship with
us as a result of these relationships. Mr. Hennes serves as a director of Citigroup. We have current and historical financial
relationships with Citigroup and its subsidiaries and affiliates, including Citigroup acting in manager roles in several of our
securities offerings over the last few years and being a party to letter of credit facilities with us. Ms. Sanders serves as a
director of GuideOne Insurance. From time to time, we have entered into reinsurance contracts with GuideOne, all in the
ordinary course of business on terms available to similarly situated parties. Mr. Gibbons is the Treasurer and a director of EGL,
the parent company of a number of varied businesses in Bermuda, including Coralisle Group Ltd. (“Coralisle”), and a director
of BACL. We have entered into reinsurance contracts with Coralisle which are described under “Certain Relationships and
Related Transactions” below. In addition, 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 $171,461 in 2024. Mr. Gibbons is not directly involved in the management of Coralisle 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, the 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.
Shareholder Nomination Process
Candidates recommended by shareholders for nomination to the Board will be considered and evaluated by the Governance
and Human Capital Committee using the same process and criteria that we use to evaluate other candidates, assuming the
proper procedures for shareholder nominations are followed. The Governance and Human Capital 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:
•the name and record address of such shareholders;
•the class or series and number of shares of capital stock of RenaissanceRe that are owned beneficially or of record by such
shareholders;
•a description of all arrangements or understandings between such shareholders and each proposed nominee and any other
person (including his or her name and address) pursuant to which the nomination(s) are to be made by such shareholders;
•a representation that such shareholder intends to appear in person or by proxy at the annual general meeting of
shareholders to nominate the persons named in its notice; and
•any other information relating to such shareholder that would be required to be disclosed in a proxy statement or other filing.
