Duncan Hennes
RENAISSANCERE HOLDINGSAbout Duncan P. Hennes
Independent director of RenaissanceRe Holdings Ltd. since 2017 (Class II; term expires 2027), age 68. Co-Founder and Managing Member of Atrevida Partners, LLC; former senior executive at Bankers Trust, CEO of Soros Fund Management, and co-founder of Promontory Financial Group. He currently chairs RNR’s Investment and Risk Management Committee (IRMC), bringing deep risk, trading, and financial services expertise. The Board has affirmatively determined he is independent under NYSE and company guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Atrevida Partners, LLC | Co-Founder & Managing Member | Since 2007 | Asset management leadership; risk management expertise . |
| Promontory Financial Group | Co-Founder & Partner | 1999–2006 | Advisory on risk, regulation, compliance . |
| Bankers Trust Corporation | Executive Vice President in charge of Trading, Sales & Derivatives; various senior roles | 1987–1998 | Led trading/derivatives; chaired Oversight Partners I that took control of Long-Term Capital Management . |
| Soros Fund Management, LLC | Chief Executive Officer | 1998–1999 | Firm leadership and investment oversight . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Citigroup Inc. | Director; Chair of Risk Management and of Compensation, Performance Management & Culture; member of Audit and Executive Committees | 2013–present | Oversees risk, compensation/culture; audit and executive oversight . |
| Citibank, N.A. | Director (Citigroup’s primary subsidiary) | Current | Bank-level governance . |
Board Governance
- Independence: Independent director (Board independence 91%) .
- RNR Committees: Chair, Investment and Risk Management Committee (IRMC). IRMC oversees investment strategy/performance, financial risk limits, liquidity/capital, credit/FX risk, climate financial risk, and insurance risk; coordinates with Audit Committee on operational risk .
- Board attendance and engagement: Board and each principal committee met 4 times in 2024 (Standing Committee 1 time). All directors, including Hennes, attended ≥75% of their Board/committee meetings; all directors attended the May 13, 2024 AGM in Bermuda .
- Board structure: Independent Non-Executive Chair; classified board; regular executive sessions of independent directors each quarter .
- Shareholder engagement: Post-2024 say‑on‑pay 72% support led to compensation design changes and enhanced disclosure; independent directors participate in outreach .
Fixed Compensation (Director)
| Year | Cash Retainer ($) | Committee Chair Fees ($) | Equity (Time‑Vested Restricted Shares) – Grant Date Fair Value ($) | Total ($) | Notes |
|---|---|---|---|---|---|
| 2024 | 125,000 | — | 164,832 | 289,832 | Annual director program: non‑exec directors typically receive $125k cash; chairs of Audit, Governance & Human Capital, and IRMC receive $35k; directors receive ~165k in restricted shares vesting over 3 years. Hennes’ 2024 reported cash was $125k; equity grant vests in three equal annual installments beginning Mar 1, 2025 . |
Program features: No hedging/pledging; director ownership guideline = 5x annual cash retainer; as of Dec 31, 2024, all independent directors met guidelines except two recent appointees (Jeworrek 2023, Mester 2024), who are in compliance timelines .
Performance Compensation (Director)
| Element | Structure | Metrics | Outcome |
|---|---|---|---|
| Equity awards (director) | Time‑vested restricted shares | None (service-based vesting only) | Standard three‑year ratable vesting; dividends paid currently on time‑vested director awards . |
Directors do not receive performance‑share awards or option grants; no performance metrics apply to director equity compensation .
Other Directorships & Interlocks
| Company | Relationship to RNR | Conflict/Interlock Considerations |
|---|---|---|
| Citigroup Inc.; Citibank, N.A. | Current director roles for Hennes | RNR has current/historical financial relationships with Citigroup and affiliates (e.g., securities offering manager roles; letter of credit facilities). The Governance & Human Capital Committee reviewed and determined Hennes has no material relationship and remains independent under NYSE and RNR standards . |
Expertise & Qualifications
- Financial services and capital markets leadership; derivatives and trading; risk management and regulatory compliance; compensation and culture oversight at a G‑SIB (Citigroup) .
- Aligns with RNR’s Board skills matrix areas: Risk/Compliance/Regulation; Investments/Asset Management; Strategic Transactions .
Equity Ownership
| Holder | Total Beneficial Ownership (Shares) | % Outstanding | Unvested Director RS (Included) | Notes |
|---|---|---|---|---|
| Duncan P. Hennes | 8,118 | <1% | 1,439 | As of Mar 5, 2025; director RS “not yet vested” count per table footnote; complies with director ownership guidelines . |
Additional context
- Aggregate restricted shares outstanding by director as of Dec 31, 2024 show a similar magnitude for Hennes (1,599), while the Security Ownership table specifies 1,439 not yet vested; both confirm meaningful equity alignment through unvested RS .
Governance Assessment
Positive indicators
- Independent status with deep risk and financial governance expertise; chairs IRMC overseeing core risk disciplines central to a reinsurer’s value creation .
- Strong engagement/attendance; Board holds regular executive sessions and maintains robust committee structures and cross‑committee risk oversight .
- Director pay design emphasizes equity and alignment (time‑vested shares; 5x retainer ownership guideline; anti‑hedging/pledging) .
Watch items / potential red flags
- Interlock: Concurrent Citigroup directorship while RNR uses Citi in offerings and credit facilities. The Board assessed and deemed immaterial; nonetheless, continued monitoring advisable given potential perceived conflicts in capital markets activities .
- Say‑on‑pay: 72% support in 2024 is below prior norms; Board undertook outreach and simplified incentive design (shift to Adjusted Operating ROE vs target, higher financial weighting). Improvement should be tracked in 2025 vote as a signal of investor confidence in compensation oversight .
Executive-session and oversight cadence
- Quarterly Board and principal committee meetings; quarterly executive sessions of independent directors chaired by the Non‑Executive Chair; IRMC remit covers investment performance/limits, capital/liquidity, and climate financial risk—areas directly tied to RNR’s underwriting/investment cycle risk .
Related-party and policy safeguards
- Formal related‑party review by Governance & Human Capital Committee; clawback policy compliant with NYSE/Dodd‑Frank; anti‑hedging/anti‑pledging and insider trading policy in force .
Overall: Hennes enhances Board effectiveness through risk governance leadership and financial-market expertise. The Citi interlock is disclosed and reviewed for independence; continued transparent handling mitigates conflict risk. Ownership alignment and attendance are solid, supporting investor confidence in board oversight quality .