James Gibbons

About James L. Gibbons

Independent Non‑Executive Chair of the Board of RenaissanceRe (RNR). Gibbons is a Bermudian executive and financier with deep ties to Bermuda’s financial sector; he has served on RNR’s board since 2008 and currently sits on the Board’s Standing Committee (Class I; term expires 2026). Age: 61. Core credentials include executive management, financial and audit expertise, and knowledge of the Bermuda business and regulatory environment .

Past Roles

External Roles

Board Governance

• Role: Independent Non‑Executive Chair of the Board; sets agendas, calls meetings, chairs executive sessions of independent directors, interviews director candidates, facilitates annual board/committee effectiveness assessments, and represents the company with stakeholders .
• Committees: Member of the Standing Committee; the Chair typically attends Audit, Governance & Human Capital, and Investment & Risk Management committees ex officio and is not a member of the three principal committees .
• Standing Committee: Membership includes Torsten Jeworrek, James L. Gibbons, and CEO Kevin J. O’Donnell (Chair). It consolidates prior Transaction and Offerings committees and is authorized to act with full Board authority for certain events .
• Independence: The Board affirmatively determined Gibbons is independent under NYSE standards (with specific related‑party relationships reviewed and deemed not material) .
• Attendance and engagement: In 2024 the Board met 4x; each principal committee met 4x; the Standing Committee met 1x. Every director attended at least 75% of applicable meetings and all directors attended the 2024 Annual Meeting in Bermuda .

Fixed Compensation (Director)

• Program design: Director pay reviewed annually by the Governance & Human Capital Committee with Mercer (independent consultant); no changes in 2024 .
• Miscellaneous: Reimbursement for board service expenses; no tax gross‑ups on spousal travel (imputed income; no incremental company cost) .

Performance Compensation (Director Equity)

• Director equity weighting and limits: Directors’ compensation is “heavily” equity‑weighted to align with shareholders; Non‑Executive Chair receives an equity grant targeted at ~$315k (others ~$165k). Maximum annual value of cash + awards per director is capped at $1.5 million under the 2016 LTI Plan .

Other Directorships & Interlocks

Expertise & Qualifications

• Executive management; financial and audit skills; expertise in Bermuda business/regulatory environment .
• Board leadership experience (Non‑Executive Chair) with responsibilities to set agendas, run executive sessions, and lead board/committee effectiveness assessments .

Equity Ownership

• Ownership policy (directors): Must hold RNR shares equal to 5x annual cash retainer; directors generally may not sell equity until in compliance. As of Dec 31, 2024, all independent directors satisfied the requirement except Drs. Jeworrek and Mester, who are compliant due to tenure timing; Gibbons is compliant .
• Anti‑hedging/pledging: Company policy prohibits hedging, short sales, margin loans, or pledging by directors; trading only in window periods or under approved 10b5‑1 plans .

Insider trades (Form 4)

Related Party Transactions (Conflict Review)

• Coralisle Group Ltd. (affiliate of EGL): RNR received ~$121,856 in premiums and paid $0 in claims in 2024 under reinsurance contracts; all on ordinary‑course, arm’s‑length terms; Gibbons (Treasurer/Director of EGL) is not involved in Coralisle management .
• Other EGL/BACL businesses: RNR paid ~$171,461 in 2024 for local services/procurement in Bermuda; amounts with EGL/BACL entities did not exceed the greater of $1 million or 2% of their consolidated revenues in any of the last three fiscal years .
• Oversight: These transactions were reviewed by the Governance & Human Capital Committee under the company’s related‑party policy and deemed not material for independence .

Say‑on‑Pay & Shareholder Feedback (Governance Signals)

• 2024 Say‑on‑Pay: Company acknowledged 72% support, below historical averages; the Board led outreach engaging holders representing ~68% of outstanding shares to address concerns ahead of 2025 .
• 2025 Say‑on‑Pay outcome: Votes For 40,858,848; Against 2,063,731; Abstain 17,376; Broker Non‑Votes 1,667,920 .

Governance Assessment

• Positives

  • Independent Chair structure with clear responsibilities; Chair facilitates executive sessions and board effectiveness assessments, and participates ex officio across committees .
  • Independence affirmed despite Bermuda business linkages; related‑party transactions reviewed, quantitatively small, and below materiality thresholds; Gibbons not involved in management of counterparties .
  • Strong alignment: director ownership guideline (5x retainer) met; anti‑hedging/anti‑pledging in force; equity‑heavy director pay .
  • Attendance/engagement: met minimum attendance; full board presence at 2024 AGM .
  • Responsive to investors: board‑level outreach following 2024 say‑on‑pay result; robust 2025 vote counts .

• Watch items / RED FLAGS

  • Related‑party exposure: ongoing reinsurance and local services with entities affiliated with EGL/BACL, where Gibbons is a director/treasurer. While deemed immaterial and arm’s‑length, continued monitoring is warranted given perceived conflict optics .
  • Classified board and a Standing Committee with full Board authority for certain events may attract governance scrutiny (continuity/stability argument provided by the company) .

Net take: Gibbons’ independent Chair role, compliance with stringent ownership/anti‑hedging policies, and low‑materiality related‑party dealings support board effectiveness and investor alignment, though Bermuda‑affiliate relationships should remain an area for sustained oversight .

Appendix: Director Compensation Detail (2024)

Sources: 2025 DEF 14A (filed Mar 20, 2025) and associated sections on Director Compensation, Independence, Related‑Party Transactions, Security Ownership, and Board Structure; 2025 AGM 8‑K vote results; 2024 DEF 14A historical references; Form 4 insider award filings .