Kevin O'Donnell
RENAISSANCERE HOLDINGSAbout Kevin O'Donnell
Kevin J. O’Donnell is President and Chief Executive Officer of RenaissanceRe, serving as CEO since July 2013 and President since November 2012; he joined the company in 1996 and has held senior underwriting and leadership roles. He is 58 years old and is not independent as a director given his executive role . Under his tenure, RenaissanceRe delivered strong performance: 2024 net income available to common shareholders of $1.8 billion, return on average common equity of 19.3%, and a 26.0% change in tangible book value per share plus accumulated dividends; company TSR compounded at 10.9% from 2014–2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| RenaissanceRe Holdings Ltd. | Chief Executive Officer | 2013–present | Led diversification, scale, and integration of Validus; oversight of strategy, risk, and underwriting culture . |
| RenaissanceRe Holdings Ltd. | President | 2012–present | Executive leadership across underwriting, capital and customer relationships . |
| RenaissanceRe Holdings Ltd. | Global Chief Underwriting Officer; Executive/Senior/VP roles | Pre-2013 | Built underwriting portfolio and specialty lines; risk selection expertise . |
External Roles
| Organization | Role | Years | Relevance |
|---|---|---|---|
| ClimateWise Insurance Advisory Council | Chair | 2022–present | Industry climate leadership integrated into risk management . |
| U.S. Dept. of the Treasury Federal Advisory Committee on Insurance | Member | 2023–present | External policy input on insurance market resilience . |
| Global Reinsurance Forum | Chair | 2018–2020 | Market leadership and advocacy in reinsurance . |
| Association of Bermuda Insurers and Reinsurers | Chair | 2017–2018 | Bermuda market leadership and policy engagement . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 1,180,000 | 1,180,000 | 1,180,000 |
| Target Annual Bonus (% of Salary) | 225% | 225% | 225% |
| Actual Annual Bonus ($) | 3,212,550 | 4,832,100 | 4,672,800 |
| All Other Compensation ($) | 723,322 | 620,312 | 670,501 |
| Total Compensation ($) | 10,130,622 | 23,647,253 | 11,537,955 |
2024 All Other Compensation detail:
- Company 401(k)/Pension match: $20,700
- Life insurance premium value: $5,962
- Personal travel (corporate aircraft, commercial, physicals, spousal travel per policy): $236,999
- Housing benefits (Bermuda residence at market rates): $356,004
- Other benefits (driver, tax planning, club dues, charitable match): $50,836
Policy notes:
- Personal use of corporate aircraft permitted up to $85,000 incremental cost; no tax gross-ups; 2024 incremental cost reported above .
- Housing provided at market rates; imputed income; no tax gross-ups .
Performance Compensation
Annual Incentive (2024 design change): metrics, targets, and payout
| Metric | Weight | Target | Actual | Payout for Metric |
|---|---|---|---|---|
| Adjusted Operating ROE vs Target | 50% | 10.44% | 28.8% (2.76x Target) | 200% |
| Ratio of Actual GPW to Budget | 20% | 100% of budget | 100.6% | 103% |
| Strategic Projects Score | 30% | 1.8 (Target) | 2.65 | 185% |
| Bonus Pool Funding | — | — | — | 176% of target |
Key 2024 changes (simplification and emphasis on financials):
- Replaced relative metrics with Adjusted Operating ROE vs target; increased financial metric weighting to 70%; disclosed pre-established strategic objectives .
Long-Term Incentives (LTI)
- 2024 annual grants (effective Mar 1, 2024): Performance shares $2,507,327 target value; time-vested restricted shares $2,507,327; each determined at closing price $223.35 and subject to standard 3-year performance and 4-year time vesting schedules respectively .
- 2023 CEO performance recognition awards (granted Nov 7, 2023): aggregate target $12,000,000; 60% performance shares with 4-year performance period (Jan 1, 2023–Dec 31, 2026) measured by average change in tangible book value per share plus accumulated dividends (threshold 4.5%, target 8%, max 14%); 40% restricted shares vesting based on management-related objectives with 50% eligible Nov 15, 2027 and 50% eligible Nov 15, 2028 .
- 2023 LTI vesting outcomes (2012–2024 cycles): Performance shares paid 180% for 2022–2024 cycle; average change in BVPS+AD 27.4% and expense ratio rank 9 of 13 peers (120%) .
Options
- No stock options outstanding or exercised in 2024 (none held by named executive officers) .
Stock Vested (supply cadence)
| Metric | 2024 |
|---|---|
| O’Donnell – Shares Acquired on Vesting (#) | 41,529 |
| O’Donnell – Value Realized on Vesting ($) | 9,604,600 |
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Beneficial ownership | 433,193 common shares; less than 1% of shares outstanding (49,004,247) . |
| Unvested awards (as of Dec 31, 2024) | 52,202 time-vested restricted shares; 170,558 performance shares at maximum eligible (service/performance periods ongoing) . |
| Executive ownership guidelines | CEO required to hold equity equal to 7.5x actual salary; other NEOs 4.5x target salary; unearned performance shares excluded from ownership value beginning 2025 . |
| Compliance | As of Dec 31, 2024 all NEOs met requirements except Ms. Bender (new); CEO in compliance . |
| Hedging/pledging | Prohibited; insider trading policy requires trading only in designated windows or under approved Rule 10b5-1 plans . |
| Director ownership policy | Independent directors must hold 5x annual cash retainer; O’Donnell not separately compensated as director . |
Employment Terms
| Term | CEO Specifics |
|---|---|
| Contract term/auto-renewal | One-year term beginning July 1 annually; auto-renews absent 180 days’ notice by either party . |
| Severance (termination without cause/good reason) | Installment Percent: 150% of (salary + greater of target or actual bonus) over 12 months; Lump Sum Percent: 50% of same after 12 months; pro rata bonus at target; 12 months health benefits; accelerated vesting of time-vested equity . |
| Change-in-control (CIC) | Double-trigger: same severance multiples (150%/50%); awards accelerate only if not assumed or upon qualifying termination within 2 years after CIC . |
| Clawback | NYSE/Dodd-Frank compliant clawback for restatements; CEO-specific clawback covers incentive compensation paid in prior 60 months if restatement due to CEO misconduct; 24 months if not due to CEO misconduct; also applies to gains on security sales in 12 months post filing if restatement due to misconduct . |
| Non-compete/non-solicit | 12-month non-compete and non-interference covenants post-termination; confidentiality/invention assignment and indemnification protections under Bermuda law . |
| Pre-paid non-compete consideration | Portion of severance (non-compete consideration) pre-paid, including lump sum on Dec 31, 2017; subject to clawback/forfeiture upon breach; set-off rights retained by company . |
| Perquisites | Corporate aircraft personal use up to $85,000 incremental cost; commercial travel allowance; Bermuda housing at market rates; no excise or perquisite tax gross-ups . |
Board Governance
| Item | Detail |
|---|---|
| Board structure | Classified board; independent Non-Executive Chair (James L. Gibbons); fully independent principal committees; executive sessions quarterly . |
| O’Donnell board role | Director since 2013; chairs Standing Committee (special purpose), attends other committees ex officio as appropriate; not independent . |
| Committee memberships | Standing Committee (Chair) . |
| Meeting attendance (2024) | Board and each principal committee met quarterly; all directors attended ≥75% of meetings; AGM attendance by all directors . |
| 2025 AGM votes | Say-on-pay approved: 40,858,848 for, 2,063,731 against, 17,376 abstain; auditor ratification approved . |
Compensation Program Context, Peer Benchmarking, and Shareholder Feedback
| Topic | Detail |
|---|---|
| Pay mix (CEO) | 2024 annual target mix ~13% salary, 30% annual bonus, 28% time-vested restricted shares, 28% performance shares; 87% at-risk . |
| LTI metrics | Performance shares measured 75% on average change in BVPS+AD, 25% on average underwriting expense ratio rank vs peers; max payout 200% . |
| Compensation peer group | 2024 peers include Arch, Axis, Everest, Markel, Hartford, W.R. Berkley, CNA, Cincinnati Financial, RGA, Selective, SiriusPoint, Hanover . |
| Shareholder feedback and changes | 2024 say-on-pay support fell to 72%; Board engaged with holders representing ~68% of shares and simplified annual bonus design, affirmed limited use of one-time awards absent exceptional circumstances, and enhanced disclosure of management-related goals in CEO recognition award . |
| 2023 say-on-pay | ~94% approval; program maintained; performance recognition awards granted in Nov 2023 for Validus integration . |
Performance & Track Record
| Metric/Highlight | 2024 Outcome |
|---|---|
| Integration of Validus | Completed integration of entities, systems, personnel by Nov 2024; delivered combined portfolio at January renewals; grew GPW to $11.7B . |
| Underwriting | $1.6B underwriting income; 83.9% combined ratio despite >$140B industry cat losses . |
| Fee income | $326.8M; +38.0% YoY via Capital Partners growth . |
| Investments | $1.7B net investment income; increased portfolio to $32.6B . |
| Capital management | Increased buyback authorization to $750M; repurchased $677.6M in 2024 and $227.7M through Feb 7, 2025; dividend increased 30th consecutive year . |
| Pay Versus Performance | CEO Compensation Actually Paid $27.6M; TSR $132.31 vs peer $214.39; Net Income $1,834,985K; change in BVPS+AD 19.4% . |
Equity Awards & Vesting Schedules (selected details)
| Item | Specifics |
|---|---|
| 2024 grants | Performance shares: 11,226 target shares; restricted shares: 11,226; grant date Mar 1, 2024; fair value $2,507,327 each . |
| Outstanding equity (Dec 31, 2024) | Unvested restricted shares: 3,594 (2021), 8,617 (2022), 8,659 (2023), 11,226 (2024); unearned performance shares across cycles including 22,452 (2024 grant at max) and recognition award tranches . |
| CEO recognition award vesting | 60% TBVPS+AD performance shares vest post service period Dec 31, 2026 based on 4-year average; 40% restricted shares eligible Nov 15, 2027 & Nov 15, 2028 upon management-related goals . |
| CIC treatment | Double-trigger; unassumed awards accelerate at CIC based on TSR schedule; assumed awards vest on qualifying termination within 2 years . |
Employment Contracts & Change-of-Control Economics (2024 estimates)
| Scenario | Salary ($) | Bonus ($) | Equity Acceleration ($) | Health Benefits ($) | Life Insurance ($) | Total ($) |
|---|---|---|---|---|---|---|
| Termination without cause/good reason (pre-CIC) | 1,360,000 | 12,000,600 | 35,768,428 | 82,370 | — | 49,211,398 |
| Termination without cause/good reason (post-CIC) | 1,360,000 | 12,000,600 | 35,768,428 | 82,370 | — | 49,211,398 |
| Death | — | 2,655,000 | 35,768,428 | — | 2,000,000 | 40,423,428 |
| Disability | 1,360,000 | 2,655,000 | 35,768,428 | 54,913 | — | 39,838,341 |
Notes: CEO’s prior pre-paid non-compete consideration (Dec 31, 2017) is subject to clawback/forfeiture upon breach and company set-off rights .
Director Compensation (for O’Donnell as director)
- Not separately compensated for board service; director compensation applies only to non-employee directors .
Related Party Transactions and Perquisites
- Housing: Company subsidiary leased Bermuda residence to O’Donnell at market rates consistent with historical benefits; value included in All Other Compensation .
- Aircraft: NetJets fractional program; business use and limited personal use permitted; additional personal use allowed since 2020 due to Bermuda travel limitations; executives pay imputed income; no tax gross-ups .
Compensation Committee Analysis and Governance
- Committee members (2024–2025): Henry Klehm III (Chair), David Bushnell, Cynthia Trudell; fully independent; uses Mercer as independent consultant; assessed and disclosed independence and absence of conflicts .
- Program risk review conducted annually with cross-functional executives; no material adverse compensation-related risk identified .
Investment Implications
- Alignment: High at-risk pay (87%) with rigorous multi-year metrics (TBVPS+AD, ROE) suggests strong alignment with shareholder value; anti-hedging/pledging policies and ownership requirements reinforce skin-in-the-game .
- Retention and execution: 2023 one-time performance recognition awards tie vesting to tangible value creation and management objectives through 2027–2028, reducing near-term CEO departure risk during Validus integration and scaling phase .
- Selling pressure cadence: 2024 vesting of 41,529 shares ($9.6M) indicates ongoing equity settlement; monitor future vesting dates (annual restricted tranches each March; performance cycles ending Dec 2025/2026) for potential supply; policy permits 10b5-1 plans in windows .
- Governance signal: 2024 say-on-pay softness (72%) prompted program simplification and enhanced disclosures; 2025 AGM support improved, mitigating governance overhang; continued engagement supports stability .
- Change-in-control economics: Double-trigger vesting with sizable equity acceleration could incentivize continuity pre- and post-CIC while protecting shareholders via performance-based metrics on unassumed awards .