The Company is authorized to issue restricted stock awards, restricted stock units, performance share awards, stock options and other share-based awards to its employees and directors pursuant to various stock incentive compensation plans.

On May 16, 2016, the Company’s shareholders approved the Company’s 2016 Long-Term Incentive Plan (the “2016 Long-Term Incentive Plan”). Pursuant to the 2016 Long-Term Incentive Plan, the Company is authorized to issue up to 1,625,000 common shares plus the number of shares that were subject to awards outstanding under the Company’s 2001 Stock Incentive Plan, as amended (the “2001 Stock Incentive Plan”) and the Company’s 2010 Performance-Based Equity Incentive Plan, as amended (the “2010 Performance Plan”) as of the effective date of the 2016 Long-Term Incentive Plan that are forfeited, canceled, settled in cash, or otherwise terminated without delivery after the effective date. The 2016 Long-Term Incentive Plan permits the grant of restricted stock awards, restricted stock units, performance share awards (including cash-based performance awards), stock options and other share-based awards to employees, officers, non-employee directors and consultants or advisors of the Company and its affiliates.

The 2001 Stock Incentive Plan, which permitted the grant of stock options, restricted stock awards and other share-based awards to employees of RenaissanceRe and its subsidiaries, expired in accordance with its terms on February 6, 2016 and no additional awards may be made under this plan. All awards made under the 2001 Stock Incentive Plan vested no later than March 1, 2020. The 2010 Performance Plan, pursuant to which the Company granted performance share awards, was terminated on May 16, 2016 upon approval of the 2016 Long-Term Incentive Plan, and no additional awards will be made under this plan. All outstanding awards made under the 2010 Performance Share Plan vested no later than February 7, 2018. The terms and conditions of outstanding awards granted under the 2001 Share Incentive Plan and the 2010 Performance Plan were not affected by the respective expiration and termination of these plans.

In 2010, the Company instituted a cash settled restricted stock unit (“CSRSU”) plan, the 2010 Restricted Stock Unit Plan, which allowed for the issuance of equity awards in the form of CSRSUs. In November 2016, the 2010 Restricted Stock Plan was terminated and replaced with a new cash settled restricted stock unit plan, the 2016 Restricted Stock Unit Plan. The terms and conditions of CSRSU awards outstanding under the 2010 Restricted Stock Unit Plan at the time of termination were not affected, but no additional awards will be made under the 2010 Restricted Stock Unit Plan. All outstanding awards made under the 2010 Restricted Stock Unit Plan vested no later than March 1, 2020.

The Company has not granted stock options since 2008. Stock options were granted pursuant to the 2001 Stock Incentive Plan and allowed for the purchase of RenaissanceRe common shares at a price that was equal to, or not less than, the fair market value of RenaissanceRe common shares as of the effective grant date. Stock options generally vested over 4 years and expired 10 years from the grant date. The final stock options outstanding were exercised during the year ended December 31, 2018.

Restricted stock awards granted periodically under the 2016 Long-Term Incentive Plan generally vest ratably over a four year period. The Company has also granted restricted stock awards to non-employee directors, which generally vest ratably over a three-year period.

Performance share awards have been granted periodically to certain of the Company’s executive officers pursuant to the 2016 Long-Term Incentive Plan. Outstanding performance share awards are subject to vesting conditions based on both continued service and the attainment of pre-established performance goals. If performance goals are achieved, the performance share awards granted in March 2018 will vest up to a maximum of 250% of target and those granted in May 2018 and later will vest up to a maximum of 200% of target. Performance share awards generally cliff vest at the end of a three-year vesting period based on the attainment of annual performance goals over the vesting period.

Performance share awards granted in March 2018 have a market condition, which is the Company’s total shareholder return relative to its peer group. Total shareholder return is calculated in accordance with the terms of the applicable award agreement and is generally based on the average closing share price over the 20 trading days preceding and including the start and end of the annual performance period.

Performance share awards granted in May 2018 and March 2019 have a performance condition, which is the percentage change in the Company’s tangible book value per common share plus change in accumulated dividends, or, in the event of a change in control, a market condition, which is the Company’s total shareholder return relative to its peer group.

Performance share awards granted in March 2020 have a performance condition, which is the percentage change in the Company’s book value per common share plus change in accumulated dividends over three years and three-year average underwriting expense ratio rank compared to peers, or, in the event of a change in control, a market condition, which is the Company’s total shareholder return relative to its peer group.

The percentage change in tangible book value per share plus change in accumulated dividends, percentage change in book value per share plus change in accumulated dividends, and average underwriting expense ratio rank are calculated in accordance with the terms of the applicable award agreement.

CSRSUs are liability awards with fair value measurement based on the fair market value of the Company’s common shares at the end of each reporting period. CSRSUs granted periodically pursuant to the 2016 Restricted Stock Unit Plan generally vest ratably over 4 years.

The fair value of performance share awards granted in March 2018 is measured on the grant date using a Monte Carlo simulation model which requires the following inputs: share price; expected volatility; expected term; expected dividend yield; and risk-free interest rates. The following are the weighted average-assumptions used to estimate the fair value for all performance share awards issued in each respective year.

Expected term: The expected term is not applicable as the length of the performance periods are fixed and not subject to future employee behavior. Each tranche of the performance share awards has a one year period during which performance is measured.

For performance share awards granted in March 2018, the total cost of the performance share awards is determined on the grant date based on the fair value calculated by the Monte Carlo simulation model. The Company recognizes cost equal to fair value per performance share award multiplied by the target number of performance share awards on the grant date. The cost is then amortized as an expense over the requisite service period. The Company has elected to recognize forfeitures as they occurred rather than estimating service-based forfeitures over the requisite service period.

For performance share awards granted in May 2018 and March 2019, the performance metric relates to the percentage change in tangible book value per share plus change in accumulated dividends which is classified as a performance condition under FASB ASC Topic Compensation - Stock Compensation. As a result, the fair value of the performance share awards is determined based on the fair market value of RenaissanceRe’s common shares on the grant date. The estimated fair value of performance share awards is amortized as an expense over the requisite service period.

For performance share awards granted in March 2020, the performance metrics relates to (i) the percentage change in book value per share plus change in accumulated dividends and (ii) average underwriting expense ratio rank compared to peers, both of which are classified as performance conditions under FASB ASC Topic Compensation - Stock Compensation. As a result, the fair value of the performance share awards is determined based on the fair market value of RenaissanceRe’s common shares on the

The fair value of restricted stock awards is determined based on the fair market value of RenaissanceRe’s common shares on the grant date. The estimated fair value of restricted stock awards is amortized as an expense over the requisite service period. The Company has elected to recognize forfeitures as they occurred rather than estimating service-based forfeitures over the requisite service period.

CSRSUs are revalued at the end of each quarterly reporting period based on the then fair market value of RenaissanceRe’s common shares. The total cost is adjusted each quarter for unvested CSRSUs to reflect the current share price, and this total cost is amortized as an expense over the requisite service period. The Company has elected to recognize forfeitures as they occurred rather than estimating service-based forfeitures over the requisite service period.




						Number of Shares
			Nonvested at December 31, 2017			262,330
			Awards granted			—
			Awards vested			(108,344)
			Awards forfeited			(7,069)
			Nonvested at December 31, 2018			146,917
			Awards granted			—
			Awards vested			(80,012)
			Awards forfeited			(3,161)
			Nonvested at December 31, 2019			63,744
			Awards granted			—
			Awards vested			(44,734)
			Awards forfeited			(529)
			Nonvested at December 31, 2020			18,481




	Number of Shares (1)	Weighted Average Grant Date Fair Value
Nonvested at December 31, 2017	167,673	$	53.11
Awards granted	83,475	60.69
Awards vested	(16,456)	53.79
Awards forfeited	(82,241)	—
Nonvested at December 31, 2018	152,451	$	57.21
Awards granted	58,050	146.10
Awards vested	(21,730)	49.90
Awards forfeited	(43,924)	—
Nonvested at December 31, 2019	144,847	$	94.70
Awards granted	65,840	170.40
Awards vested	(48,997)	61.48
Awards forfeited	(9,976)	—
Nonvested at December 31, 2020	151,714	$	140.96

(1) For performance share awards, the number of shares is stated at the maximum number that can be attained if the performance conditions are fully met. Forfeitures represent shares forfeited due to vesting below the maximum attainable as a result of the Company not fully meeting the performance conditions.



	Employee Restricted Stock Awards			Non-Employee Director Restricted Stock Awards			Total Restricted Stock Awards
	Number of Shares	Weighted Average Grant Date Fair Value		Number of Shares	Weighted Average Grant Date Fair Value		Number of Shares	Weighted Average Grant Date Fair Value
Nonvested at December 31, 2017	333,037	$	120.93	20,126	$	131.09	353,163	$	121.51
Awards granted	255,799	132.70		12,169	127.29		267,968	132.79
Awards vested	(139,454)	112.70		(9,761)	123.59		(149,215)	113.41
Awards forfeited	(1,642)	134.38		—	—		(1,642)	134.38
Nonvested at December 31, 2018	447,740	$	130.37	22,534	$	132.29	470,274	$	130.46
Awards granted	242,832	146.92		11,444	147.43		254,276	146.94
Awards vested	(165,245)	124.71		(12,972)	131.88		(178,217)	125.23
Awards forfeited	(14,467)	136.16		—	—		(14,467)	136.16
Nonvested at December 31, 2019	510,860	$	139.91	21,006	$	140.79	531,866	$	139.94
Awards granted	309,892	145.03		9,970	170.40		319,862	145.82
Awards vested	(213,488)	138.35		(10,316)	141.12		(223,804)	138.47
Awards forfeited	(14,517)	140.11		—	—		(14,517)	140.11
Nonvested at December 31, 2020	592,747	$	143.14	20,660	$	155.03	613,407	$	143.54

The aggregate fair value of restricted stock awards, performance share awards and CSRSUs vested during 2020 was $54.7 million (2019 – $41.6 million, 2018 – $37.2 million). Cash in the amount of $Nil was received from employees as a result of employee stock option exercises during 2020 (2019 – $Nil, 2018 –

$Nil). In connection with share vestings and option exercises, there was a $0.3 million excess windfall tax benefit realized by the Company in 2020 (2019 – $0.2 million, 2018 – $Nil). RenaissanceRe issues new shares upon the exercise of an option.

The total stock compensation expense recognized in the Company’s consolidated statements of operations during 2020 was $43.7 million (2019 – $41.4 million, 2018 – $35.7 million). As of December 31, 2020, there was $62.5 million of total unrecognized compensation cost related to restricted stock awards, $0.5 million related to CSRSUs and $6.1 million related to performance share awards, which will be recognized, on a weighted average basis, during the next 1.7, 0.2 and 1.7 years, respectively.

All of the Company’s employees are eligible for defined contribution pension plans. Contributions are primarily based upon a percentage of eligible compensation. The Company contributed $6.7 million to its defined contribution pension plans in 2020 (2019 – $4.9 million, 2018 – $4.1 million).