Shannon Bender
Executive Vice President, Group General Counsel and Corporate Secretary at 
RENAISSANCERE HOLDINGS
RENAISSANCERE HOLDINGSExecutive
About Shannon Bender
Shannon L. Bender is Executive Vice President, Group General Counsel and Corporate Secretary at RenaissanceRe (RNR). She joined in January 2021 as SVP and Corporate Secretary and was promoted to EVP in June 2022; she is 58 years old . Prior experience includes Senior Vice President & Chief Corporate Counsel at CIT Group and Partner at Fried, Frank, Harris, Shriver & Jacobson LLP in New York, with over 25 years in corporate law, governance, and M&A . Company performance metrics that drive pay-for-performance include Adjusted Operating ROE of 28.8% vs a 10.44% target in 2024, Gross Premiums Written of $11.7B (100.6% of budget), and 2022–2024 performance shares paid out at 180% of target .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CIT Group Inc. | Senior Vice President & Chief Corporate Counsel | Not disclosed | Corporate law, governance, and M&A leadership |
| Fried, Frank, Harris, Shriver & Jacobson LLP | Partner | Not disclosed | Corporate law, M&A; deep legal experience |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $545,833 | $600,000 |
| Target Bonus (% of Salary) | 150% | 150% |
| Target Bonus ($) | — | $900,000 |
| Actual Bonus Paid ($) | $1,638,000 | $1,584,000 |
| All Other Compensation ($) | $404,039 | $396,687 |
| Total Compensation ($) | $4,337,627 | $3,630,433 |
Notes:
- Annual target levels unchanged from 2023 to 2024; the overall business performance factor for 2024 was 176% of target, applied to each NEO’s target bonus .
Performance Compensation
Annual Incentive (2024 design and outcomes)
| Metric | Weighting | Target | Actual | Payout Factor Contribution | Vesting/Settlement |
|---|---|---|---|---|---|
| Adjusted Operating ROE | 50% | 10.44% | 28.8% | Included in 176% overall bonus factor | Cash bonus (annual) |
| Gross Premiums Written vs Budget | 20% | Budgeted GPW (aligned to plan) | $11.7B; 100.6% of budget | Included in 176% overall bonus factor | Cash bonus (annual) |
| Strategic Accomplishments | 30% | Pre-established goals (score 0–3.0) | Committee determined strong performance (score converted to payout %) | Included in 176% overall bonus factor | Cash bonus (annual) |
Long-Term Incentives (2024 grants; performance share metrics)
| Component | 2024 Grant Value ($) | Split | Key Terms |
|---|---|---|---|
| Performance Shares | $524,873 | 50% of LTI | 3-year performance; cliff vest; metrics below |
| Time-Vested Restricted Shares | $524,873 | 50% of LTI | Vests in four equal annual installments |
| Performance Share Metric | Weighting | Performance Period | Actual Performance (2022–2024) | Payout |
|---|---|---|---|---|
| Avg. change in book value per share + accumulated dividends | 75% | 3 years | 27.4% average vs 7.0% target | 200% for metric; 180% overall PS payout |
| 3-year average underwriting expense ratio rank vs peers | 25% | 3 years | Rank 9 of 13; 31.0% average | 120% for metric; 180% overall PS payout |
Equity Ownership & Alignment
| Ownership Metric | Value |
|---|---|
| Beneficial ownership (shares) | 31,887; less than 1% of class (49,004,247 shares outstanding) |
| Unvested restricted shares (counted within beneficial ownership) | 6,304 |
| Unearned performance shares (maximum eligible) | 22,217 |
| Options | No options outstanding or exercised by any NEO in 2024 |
| 2024 Vesting (shares; value realized) | 1,617 shares; $361,157 |
| Stock ownership guidelines (NEOs) | 4.5x target salary; CEO 7.5x salary |
| Compliance with ownership guidelines | All NEOs met requirements except Ms. Bender (joined 2021); she is compliant as no open-market purchase required until threshold met |
| Anti-hedging/anti-pledging | Company policy prohibits hedging and pledging; NEOs are in compliance |
Outstanding Equity Awards and Vesting Schedule (as of 12/31/2024)
| Award Type | Grant Date | Unvested/Unearned Shares (#) | Market Value ($) | Vesting/Service Schedule |
|---|---|---|---|---|
| Restricted Shares | 3/1/2021 | 492 | $122,415 | 4 equal installments on Mar 1, 2022–2025 |
| Restricted Shares | 3/1/2022 | 1,100 | $273,691 | 4 equal installments on Mar 1, 2023–2026 |
| Restricted Shares | 3/1/2023 | 1,727 | $429,695 | 4 equal installments on Mar 1, 2024–2027 |
| Restricted Shares | 3/1/2024 | 2,350 | $584,704 | 4 equal installments on Mar 1, 2025–2028 |
| Performance Shares | 3/1/2023 | 4,604 | $1,145,521 | Service period ends Dec 31, 2025 |
| Performance Shares | 11/7/2023 | 7,232 | $1,799,394 | Service period ends Dec 31, 2026 |
| Performance Shares | 3/1/2024 | 4,700 | $1,169,407 | Service period ends Dec 31, 2026 |
Prices reflect $248.81 closing price on 12/31/2024 .
Employment Terms
- Severance and change-in-control mechanics:
- Double-trigger vesting for awards assumed/substituted in a change in control; awards not assumed accelerate per terms (including TSR-based acceleration for unassumed PSUs) .
- Non-compete and non-interference covenants apply during employment and for 12 months post-termination; for Ms. Bender, the non-compete may be extended up to 12 months only if the Company elects to pay the Installment Percent and Lump Sum Percent of salary .
- No tax gross-ups for perquisites; imputed income taxes borne by executives .
- Clawback policy for incentive compensation; no option repricing; no hedging or pledging .
Estimated Payments on Termination (as of 12/31/2024; illustrative)
| Scenario | Salary ($) | Bonus ($) | Accelerated Vesting ($) | Life Insurance ($) | Health Benefits ($) | Total ($) |
|---|---|---|---|---|---|---|
| Before CIC: Termination without Cause / for Good Reason / Non-Extension by Company | $600,000 | $2,484,000 | $3,467,665 | — | $54,913 | $6,606,578 |
| After CIC: Termination without Cause / for Good Reason / Non-Extension by Company | $1,200,000 | $4,068,000 | $3,467,665 | — | $54,913 | $8,790,578 |
| Non-Extension by Executive | $600,000 | $900,000 | — | — | $54,913 | $1,554,913 |
| Executive Resignation without Good Reason | — | — | — | — | $54,913 | $654,913 |
| Death | $600,000 | $900,000 | $3,467,665 | $795,000 | $54,913 | $5,162,665 |
| Disability | $600,000 | $900,000 | $3,467,665 | — | $54,913 | $5,022,578 |
Notes:
- Amounts reflect employment agreement multiples and award values based on $248.81 share price as of 12/31/2024; awards vesting and treatment per table and narrative disclosures .
Perquisites
- Bermuda-based expatriate program for Ms. Bender includes personal travel and housing allowances, travel expenses to executive physicals, personal use of corporate aircraft up to $85,000 per year, additional NetJets personal use, and two commercial airline trips per year for her and immediate family; no tax gross-ups .
Compensation Governance and Shareholder Feedback
- Committee oversight: Corporate Governance and Human Capital Management Committee (members: Henry Klehm III (Chair), David Bushnell, Cynthia Trudell) sets compensation metrics and reviews risk alignment; Mercer serves as independent compensation consultant (approx. $523,000 fees in 2024); committee concluded no conflicts despite Marsh McLennan subsidiaries’ brokerage roles .
- 2024 say-on-pay support was 72%; the Committee streamlined annual incentive metrics and increased weighting of financial metrics in response to feedback .
- 2025 say-on-pay approved: 40,858,848 votes for; 2,063,731 against; 17,376 abstentions (broker non-votes excluded) .
Investment Implications
- Alignment and retention: High at-risk pay mix (76–80% for NEOs) and rigorous financial/strategic metrics suggest strong pay-performance linkage; ownership guidelines require 4.5x salary value and prohibit hedging/pledging, reducing misalignment risk. Ms. Bender is compliant with guidelines though not yet fully at the threshold due to tenure .
- Selling pressure: No options outstanding or exercised in 2024; equity awards vest on a predictable schedule (restricted shares annually through 2028; performance shares with service periods ending 2025–2026), implying episodic, modelable tax-withholding dispositions rather than discretionary selling .
- Change-of-control economics: Double-trigger vesting limits windfalls without termination; enumerated severance and accelerated vesting amounts provide clear economics under various scenarios, which investors can incorporate into takeover or leadership-transition analyses .
- Governance quality: Independent committee oversight, clawback, no tax gross-ups, and shareholder engagement that drove incentive redesign support compensation discipline; continued monitoring of say-on-pay trends warranted given 2024 feedback .