Carol Sanders
RENAISSANCERE HOLDINGSAbout Carol P. Sanders
Carol P. Sanders, 58, has served on RenaissanceRe’s Board since 2016 and is currently an independent director and Chair of the Audit Committee. She is President of Carol P. Sanders Consulting, LLC and previously served as EVP, CFO & Treasurer of Sentry Insurance and earlier as COO and CFO/Treasurer at Jewelers Mutual, building deep finance, audit, and insurance operating expertise. Ms. Sanders is designated an Audit Committee Financial Expert by the Board and is independent under NYSE and company guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sentry Insurance Company | EVP, CFO & Treasurer | Jun 2013 – Jun 2015 | Senior finance leadership of large mutual insurer |
| Jewelers Mutual Insurance Company | EVP & COO; earlier SVP/CFO & Treasurer; CFO & Treasurer | Nov 2012 – Jun 2013; May 2011 – Nov 2012; 2004 – May 2011 | Progressive operating and finance leadership in specialty insurance |
External Roles
| Organization | Role | Tenure | Committees/Details |
|---|---|---|---|
| Alliant Energy Corporation (NASDAQ: LNT) | Director; Lead Independent Director; Chair, Nominating & Governance; Member, Audit; Member, Executive | 2005 – present | Utility board leadership and governance oversight |
| First Business Financial Services, Inc. (NASDAQ: FBIZ) | Director | 2016 – Dec 2024 | Regional bank board service (ended 2024) |
| GuideOne Insurance Group (Mutual) | Director; Chair, Risk Committee | Current | Mutual insurer risk oversight |
Board Governance
- Independence: The Board affirmed Ms. Sanders’ independence; RNR’s principal committees are fully independent .
- Committee assignments: Audit Committee (Chair). The Audit Committee oversees financial reporting integrity, internal controls, legal/regulatory compliance, and cybersecurity risk .
- Attendance and engagement: In 2024 the Board met 4 times; Audit, Governance & Human Capital, and Investment & Risk Management Committees each met 4 times, and each director attended at least 75% of applicable meetings; all directors attended the 2024 AGM .
- Board structure: Classified board with independent Non-Executive Chair; Board cites continuity and industry cyclicality as rationale .
- Director equity/insider policy: Directors must hold 5x annual cash retainer (includes unvested restricted shares). As of Dec 31, 2024 all independent directors except two recent appointees met guidelines; hedging and pledging are prohibited .
Fixed Compensation
| Component | Amount / Detail | Source |
|---|---|---|
| Annual cash retainer | $125,000 (non-employee directors) | |
| Committee chair retainer | $35,000 (Audit Chair) | |
| 2024 cash paid (fees) | $160,000 (retainer + Audit Chair) | |
| 2024 equity grant value | $164,832 (time-vested restricted shares) | |
| 2024 equity shares granted | 738 restricted shares (grant date 3/1/2024) | |
| Vesting schedule | 3 equal annual installments beginning 3/1/2025; dividends paid currently on time-vested RS | |
| 2024 total director pay | $324,832 | |
| Program changes | No changes to director pay program in 2024 |
Performance Compensation
Directors receive time-vested restricted shares only; no performance-vested equity or bonus metrics apply to non-employee directors. Equity typically vests over three years in equal installments .
| Item | Terms | Source |
|---|---|---|
| Performance conditions on director equity | None (time-based vesting only) | |
| Acceleration on separation | RS generally accelerate on director separation unless departure is for cause |
Other Directorships & Interlocks
| Counterparty | Nature of link | Potential interlock/conflict | Company assessment |
|---|---|---|---|
| GuideOne Insurance Group | Sanders is Director and Risk Committee Chair | RNR has, from time to time, entered into reinsurance contracts with GuideOne in ordinary course, on market terms | Governance & Human Capital Committee reviewed independence; Board deemed no material relationship |
| Alliant Energy; First Business Financial Services | Unrelated sectors (utility, banking) | No disclosed transactions with RNR | Not applicable |
Note: The Board also reviewed other directors’ relationships (e.g., Citigroup, EGL/Coralisle) and deemed them immaterial; Sanders-specific GuideOne interactions were considered ordinary course and non-material .
Expertise & Qualifications
- Financial expertise and audit leadership; designated “audit committee financial expert.” Deep insurance finance/operating background (CFO/COO) .
- Risk management oversight, including cybersecurity through Audit Committee mandate .
- Governance leadership experience (Lead Independent Director and committee chair roles at Alliant Energy) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Carol P. Sanders | 6,663 | <1% | Includes 1,439 unvested restricted shares; meets 5x retainer ownership guideline as of 12/31/2024 (company-wide compliance status) |
Director equity ownership policy prohibits hedging and pledging; directors may not sell equity until meeting ownership guidelines (with limited exceptions) .
Governance Assessment
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Positives
- Independent Audit Chair with financial expert designation and strong insurance finance background; Audit’s remit includes cybersecurity oversight, ESG metrics usage, and internal control rigor .
- Strong alignment mechanisms: annual equity grants to directors; stringent 5x retainer ownership guideline; anti-hedging/pledging policy; Ms. Sanders in compliance .
- Attendance/engagement: Board and committees met regularly and directors met attendance thresholds; Audit Committee report signed by Sanders underscores active oversight .
-
Watch items / potential red flags
- Classified board structure may be viewed unfavorably by some investors despite Board’s continuity rationale .
- 2024 Say-on-Pay support at 72% (below historical levels) signals shareholder scrutiny of pay practices; Board engaged and affirmed limited use of one-time awards going forward. While executive-focused, governance responsiveness reflects broader board oversight quality .
- Related-party exposure: RNR transacts reinsurance with GuideOne, where Sanders is a director; transactions are described as ordinary course on market terms and reviewed without finding materiality, but remains a relationship to monitor for independence optics .
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Compensation structure (director-specific)
- Balanced cash/equity mix; equity three-year vesting supports long-term alignment; no options or performance equity for directors; no 2024 changes to program—consistent and conservative .
-
Independence & conflicts oversight
- Board annually reviews director independence against NYSE and enhanced company standards; Sanders deemed independent after considering GuideOne transactions; related-party review policy in place under Governance & Human Capital Committee .
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Attendance and process
- 2024 meeting cadence and attendance thresholds met; executive sessions conducted; robust board/committee self-assessments including third-party review in 2024 underpin board effectiveness .