Valerie Rahmani
RENAISSANCERE HOLDINGSAbout Valerie Rahmani
Valerie Rahmani is an independent Class III director of RenaissanceRe, serving since 2017. She has more than 30 years of technology industry experience, including over 25 years at IBM culminating as General Manager of Internet Security Systems (1981–2009), later CEO of Damballa, Inc. (2009–2012), and head of the Innovation Panel at Standard Life Aberdeen plc (2017–2019). She currently serves on the Board of London Stock Exchange Group plc and its Nomination, Remuneration and Risk Committees; at RNR she is a member of the Audit Committee. Age: 67.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IBM | Roles of increasing seniority; General Manager, Internet Security Systems | 1981–2009 | Technology, technical risk management, digital transformation expertise |
| Damballa, Inc. | Chief Executive Officer | 2009–2012 | Internet security leadership |
| Standard Life Aberdeen plc | Part-time head, Innovation Panel | 2017–2019 | Innovation oversight at FTSE 100 investment company |
External Roles
| Organization | Role | Tenure | Committees/Positions |
|---|---|---|---|
| London Stock Exchange Group plc | Director | 2017–present | Nomination, Remuneration, and Risk Committees |
| Elliott Opportunity II Corp. | Director | 2021–2023 | — |
| Computer Task Group, Incorporated | Director | 2015–2023 | — |
| Aberdeen Asset Management PLC | Director | 2015–2017 | — |
Board Governance
- Committee assignments: Audit Committee member (chair: Carol P. Sanders; members: Shyam Gidumal, Valerie Rahmani). The Audit Committee oversees accounting and financial reporting, internal controls, operational risk coordination, compliance, cybersecurity, non-GAAP and ESG metrics, auditor oversight, and internal audit performance.
- Independence: The Governance and Human Capital Committee affirmatively determined Rahmani is independent under NYSE standards and the company’s more stringent guidelines.
- Attendance and engagement: In 2024, the Board and principal committees each met 4 times; every director attended at least 75% of meetings of the Board and committees on which they served. All directors attended the 2024 Annual Meeting.
- Tenure: Director since 2017; Class III nominee standing for election with term expiring in 2028.
- Executive sessions: Separate executive sessions of non-management directors are held with each regular quarterly Board meeting; committee executive sessions are chaired by their respective chairs.
Fixed Compensation
| Year | Annual Cash Retainer ($) | Committee Chair Fees ($) | Total Cash ($) |
|---|---|---|---|
| 2024 | 125,000 | 0 (not a chair) | 125,000 |
| 2023 | 125,000 | 0 (not a chair) | 125,000 |
| Policy (2024) | 125,000 non-chair retainer; 35,000 for committee chairs (Audit, Governance & HCM, IRMC) | — | — |
Performance Compensation
| Year | Restricted Shares Granted (#) | Grant Date | Grant Date Fair Value ($) | Vesting Schedule | Outstanding Restricted Shares as of Year-End |
|---|---|---|---|---|---|
| 2024 | 738 | Mar 1, 2024 | 164,832 | Three equal annual installments beginning Mar 1, 2025, subject to continued service | 1,599 as of Dec 31, 2024 |
| 2023 | 759 | Mar 1, 2023 | 164,847 | Three equal annual installments beginning Mar 1, 2024, subject to continued service | 1,787 as of Dec 31, 2023 |
| Equity Program Features (2024) | — | — | — | Restricted shares generally vest over 3 years; accelerate upon Board separation (unless departing for cause); dividends paid currently on time-vested restricted shares; non-employee directors starting mid-year receive full-value grant vesting on regular schedules | — |
Performance metrics linked to director compensation: None disclosed; director equity awards are time-vested restricted shares (no TSR/financial metrics).
Other Directorships & Interlocks
| Relationship | Description | Conflict Assessment |
|---|---|---|
| Independence review | Board reviewed relationships and found independence for Rahmani; disclosed ordinary-course relationships for other directors (Citigroup, GuideOne, EGL/BACL) but none involving Rahmani | No related-party transactions or material relationships disclosed involving Rahmani |
Expertise & Qualifications
- Deep technology and cybersecurity expertise; executive experience leading IBM’s Internet Security Systems and Damballa.
- Technical risk management and digital transformation knowledge; public company board service with LSEG.
- Audit Committee service at RNR contributes to oversight of financial reporting, internal controls, compliance, and cybersecurity risk.
Equity Ownership
| As-Of Date | Beneficial Ownership (Shares) | % of Class | Unvested Restricted Shares (Included in director fee grants) | Shares Outstanding (Company) |
|---|---|---|---|---|
| Mar 5, 2025 | 8,118 | <1% | 1,439 | 49,004,247 |
| Dec 31, 2024 (program compliance) | Director ownership guideline: 5x annual cash retainer; all independent directors satisfied except Jeworrek and Mester, who joined recently and are in compliance under guidelines | — | — | — |
Policies:
- Ownership guidelines: 5x annual cash retainer; independent directors generally may not sell equity grants unless guideline met; Rahmani satisfied as of Dec 31, 2024.
- Anti-hedging/anti-pledging: Directors prohibited from hedging, short sales, margin loans; trades restricted to window periods or 10b5-1 plans.
- Company-wide governance highlights include compensation clawback policies.
Governance Assessment
- Board effectiveness: Rahmani’s technology/cybersecurity background aligns with Audit Committee oversight of cybersecurity and non-GAAP/ESG measures—strengthens risk oversight.
- Alignment and independence: Confirmed independent; meets ownership guidelines; subject to anti-hedging/anti-pledging policies—positive alignment signals.
- Engagement: Meets attendance thresholds; participates in Audit Committee duties and Board meetings; directors attended the 2024 Annual Meeting.
- Compensation mix: Balanced cash retainer and meaningful equity grants vesting over 3 years; no performance-linked metrics for director pay (reduces risk of misaligned incentives but places emphasis on long-term share ownership).
- Conflicts/related parties: No related-party transactions disclosed involving Rahmani; independence review did not identify material relationships for her.
RED FLAGS: None disclosed for Rahmani—no pledging/hedging, no related-party transactions, attendance above threshold.