David Bushnell
RENAISSANCERE HOLDINGSAbout David C. Bushnell
Independent Class I director of RenaissanceRe Holdings Ltd. since 2008; age 70. Background includes 22 years at Citigroup (Senior Risk Officer 2003–2007; retired as Chief Administrative Officer in 2007) and Principal of Bushnell Consulting since 2008. Prior board/C-suite roles include Cordia Bancorp Inc. director and Chief Risk Officer of Cordia/Bank of Virginia (2011–2016). Committee: Corporate Governance and Human Capital Management (member). Independence affirmed by the Board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Citigroup Inc. | Senior Risk Officer; retired as Chief Administrative Officer | 2003–2007 (SRO); retired 2007 | Enterprise risk oversight across global operations |
| Salomon Smith Barney (predecessors to Citigroup) | Managing Director; Chief Risk Officer | Prior to Citigroup integration | Led risk management functions |
| Cordia Bancorp Inc. | Director | 2011–2016 | Board oversight for bank holding company |
| Bank of Virginia (Cordia subsidiary) | Chief Risk Officer | 2011–2016 | Risk management leadership for bank |
| Bushnell Consulting | Principal | 2008–present | Financial services advisory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | Other Public Company Boards: None |
Board Governance
- Committee assignments: Corporate Governance and Human Capital Management Committee (member); not Audit or Investment & Risk Management.
- Independence: Board affirmed Bushnell is independent under NYSE and company guidelines.
- Attendance: Board/committees held 4 meetings each in 2024; each director attended ≥75% of meetings; all directors attended the 2024 AGM; executive sessions held quarterly led by Non-Executive Chair.
- Compensation committee interlocks: None; no related-person transactions requiring Item 404 disclosure for committee members.
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Annual cash retainer | $125,000 | Standard non-executive director retainer |
| Committee chair fee | $0 | Chairs receive $35,000; Bushnell is not a chair |
| Equity grant (RS) – fair value | $164,832 | 738 restricted shares granted Mar 1, 2024; vest in 3 equal annual tranches starting Mar 1, 2025; dividends paid on time-vested RS |
| Total director compensation | $289,832 | Sum of cash + equity fair value |
Notes:
- Director equity grants for non-executive directors targeted at ~$165,000; chair ~$315,000; RS generally vest over 3 years and accelerate on separation (except for cause). Annual cash retainer $125,000; Non-Executive Chair $190,000.
Performance Compensation
Directors do not receive performance-based equity (no PSUs) or annual bonus metrics; awards are time-vested restricted shares.
| Metric-Linked Pay Elements | Status |
|---|---|
| PSUs/TSR/ROE targets | Not applicable for directors |
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock |
|---|---|---|
| Cordia Bancorp Inc. (prior) | Director (2011–2016) | No current interlock with RNR; committee interlocks disclosed as none in 2024 |
| Current public boards | None | — |
Expertise & Qualifications
- Risk management, operations, investments/asset management; former Senior Risk Officer and CAO at Citigroup; CRO experience at banking entities.
Equity Ownership
| Holding Detail | Amount |
|---|---|
| Total beneficial ownership | 18,705 common shares; <1% of class (49,004,247 outstanding) |
| Unvested restricted shares (director RS) | 1,439 shares (granted in payment of director fees) |
| Restricted shares outstanding (total) | 1,599 shares as of Dec 31, 2024 |
| Options | None outstanding company-wide as of Dec 31, 2024 |
| Ownership guideline | 5× annual cash retainer; all independent directors met requirements except two recent appointees (Jeworrek, Mester); Bushnell compliant |
| Hedging/pledging | Prohibited under company policy |
Governance Assessment
- Strengths: Independent status; risk management expertise aligned with RNR’s oversight needs; active membership on Governance and Human Capital Committee; attendance meets threshold; equity ownership guideline compliance; no compensation committee interlocks or related-person transactions tied to Bushnell.
- Potential investor signals: Director pay mix primarily equity (time-vested) and standard cash retainer; alignment via ownership guidelines and anti-hedging/pledging policy.
- Company-wide governance signal: 2024 say‑on‑pay support was 72% (below historical ~95%); Board conducted outreach to shareholders representing ~68% of shares and simplified annual incentive bonus metrics; while focused on executives, this reflects broader governance responsiveness.
Related‑party exposure: None reported for Bushnell; independence review noted certain relationships for other directors (Citigroup for Hennes; GuideOne for Sanders; EGL/Coralisle for Gibbons) determined immaterial; Bushnell not implicated.