Shyam Gidumal - Director | RENAISSANCERE HOLDINGS (RNR) Executive Profile & Compensation

About Shyam Gidumal

Independent director of RenaissanceRe Holdings Ltd. (RNR); age 65; director since 2022. Background includes President and Chief Operating Officer of WeWork Inc. (Feb 2020–Nov 2021) and Principal at Ernst & Young (EY), where he led the Consumer Products & Retail segment (Mar 2011–Jun 2019). He brings 35+ years of operational leadership, digital transformation, and strategy experience as an executive, board member, investor and advisor; currently serves on RNR’s Audit Committee and is deemed financially literate with audit/financial expertise under NYSE and SEC rules. Other public company boards: none.

Past Roles

Organization	Role	Tenure	Committees/Impact
WeWork Inc.	President & Chief Operating Officer	Feb 2020 – Nov 2021	Senior operating leadership during transformation period
Ernst & Young (EY)	Principal; led Consumer Products & Retail segment	Mar 2011 – Jun 2019	Led large go-to-market and client service segment
Worldcom (Asia); Acterna; Armstrong Furniture; Boston Consulting Group	Executive roles	Not disclosed	Strategy and operations experience across sectors

External Roles

Organization	Role	Tenure	Notes
National Multiple Sclerosis Society	Member, Board of Directors	2014 – present	Non-profit governance role
Public company boards	—	—	None disclosed

Board Governance

Independence: Determined independent by the Board; RNR’s principal committees are fully independent; the Board has an independent Non‑Executive Chair (James L. Gibbons). RNR maintains a classified board structure with a stated rationale of continuity given industry cyclicality.
Committee assignments: Audit Committee member; the Audit Committee oversees financial reporting integrity, cybersecurity, non‑GAAP/ESG metrics, and auditor oversight. The Board determined all Audit Committee members are financially literate and “audit committee financial experts.”
Attendance and engagement: In 2024, the Board and each principal committee met four times; every director attended at least 75% of meetings of the Board and committees on which they served, and all directors attended the 2024 Annual Meeting.

2024 Meetings	Board	Audit	Gov & Human Capital	Investment & Risk Mgmt	Standing
Meetings held	4	4	4	4	1

Fixed Compensation (Director)

Year	Cash Retainer ($)	Committee Chair Fees ($)	Meeting Fees ($)	Notes
2024	125,000	0	0	Standard annual cash retainer for non‑employee directors (ex‑Chair); no changes vs 2023

Performance Compensation (Director)

Grant Date	Instrument	Shares	Grant Date Fair Value ($)	Vesting	Notes
Mar 1, 2024	Time‑vested restricted shares	738	164,832	3 equal annual installments starting Mar 1, 2025, subject to service	Equity-only; non‑employee chair receives higher value grant; no performance metrics for directors

Performance metrics: None disclosed for director equity (time‑vested only); no option awards or performance‑conditioned director equity reported.

Other Directorships & Interlocks

Type	Detail
Current public company directorships	None
Committee interlocks	Company disclosed no compensation committee interlocks in 2024 (applies to GHCM Committee; Gidumal is not a member)

Expertise & Qualifications

Financial, audit and risk oversight (Audit Committee member; Audit Committee deemed fully composed of “audit committee financial experts”).
Operational leadership, digital transformation, and strategy across multiple sectors (EY, WeWork, consulting and operating roles).
No other public company board roles; reduces interlock/conflict risk.

Equity Ownership

As-of Date	Beneficial Ownership (Common Shares)	% of Shares Outstanding	Unvested Director Restricted Shares	Ownership Guidelines	Compliance
Mar 5, 2025	3,231	<1%	1,439	Independent directors required to hold ≥5x cash retainer; unearned performance shares don’t count	All independent directors in compliance as of Dec 31, 2024 except two recent appointees; implies compliance for Gidumal

Anti‑hedging/anti‑pledging: Directors are prohibited from hedging, short sales, margin loans, or pledging RNR stock.

Governance Assessment

Positives for investor confidence
- Independence and audit oversight: Independent director serving on Audit Committee with financial expertise; committee remit includes cybersecurity and ESG/non‑GAAP metrics—supportive of robust risk oversight.
- Alignment: Receives a mix of cash and multi‑year time‑vested equity; director ownership policy (5x retainer) with reported compliance; anti‑hedging/pledging policy strengthens alignment.
- Engagement/attendance: Board/committees met regularly in 2024; all directors met attendance thresholds and attended the 2024 AGM.
Watch items
- Classified board structure persists; while RNR provides a continuity rationale, some investors favor annual elections.
- 2024 say‑on‑pay support was 72% (below RNR’s historical ~95% average), though the Board undertook extensive engagement and adjusted program design; continued monitoring of responsiveness advisable.
Conflicts/related‑party exposure
- No related‑party transactions disclosed involving Gidumal; Board re‑affirmed his independence.

Director Compensation (Detail)

2024	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Total ($)
Shyam Gidumal	125,000	164,832	289,832
Notes	—	Time‑vested RS; 738 shares granted 3/1/2024; 3‑year vest	—

Board Context (for governance benchmarking)

Board independence: 10 of 11 independent (91%); Independent Non‑Executive Chair.
Executive sessions: Conducted at each quarterly Board meeting; chaired by the Non‑Executive Chair.
Audit Committee scope: Financial reporting integrity, cybersecurity, non‑GAAP/ESG metrics, auditor oversight, internal audit performance.

No RED FLAGS identified for Gidumal: independent status affirmed; no related‑party transactions disclosed; attendance threshold met; equity ownership guidelines and trading policies supportive of alignment. Continued observation of company-level say‑on‑pay responsiveness and classified board stance recommended.