SPNT DEF 14A Report ended June 12, 2020

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1.	To elect one Class I director to serve for a term expiring in 2023, or until her office shall otherwise be vacated pursuant to the Company’s Bye-laws.

2.	To elect certain individuals as Designated Company Directors (as defined in this Proxy Statement) of certain of our non-U.S. subsidiaries, as required by our Bye-laws.

3.	To appoint Ernst & Young Ltd., an independent registered public accounting firm, as our independent auditor to serve until the Annual General Meeting to be held in 2021 , and to authorize our Board of Directors, acting by the Audit Committee, to determine the independent auditor’s remuneration.

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A:

We are providing these proxy materials to you in connection with the solicitation by the Board of Directors of Third Point Reinsurance Ltd. of proxies to be voted at the Company’s Annual General Meeting and at any adjournments or postponements thereof. Because you were a shareholder of the Company as of the close of business on the Record Date, our Board of Directors has made this Proxy Statement and Proxy Card available to you on the internet, in addition to delivering printed versions of this Proxy Statement and Proxy Card to certain shareholders by mail. This Proxy Statement provides notice of the Annual General Meeting, describes the three proposals presented for shareholder action and includes information required to be disclosed to shareholders.

Q:	Why did I receive a Notice of Internet Availability of Proxy Materials in the mail instead of a printed set of proxy materials?

A:

Pursuant to rules adopted by the SEC, we are permitted to furnish our proxy materials over the internet to our shareholders by delivering a Notice of Internet Availability of Proxy Materials (“Notice”) in the mail. If you received a Notice by mail, you will not receive a printed copy of the proxy materials in the mail. Instead, the Notice instructs you on how to access and review the Proxy Statement and Annual Report over the internet at www.envisionreports.com/TPRE. The Notice also instructs you on how you may submit your proxy over the Internet. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting these materials contained in the Notice. Shareholders who receive a printed set of proxy materials will not receive the Notice, but may still access our proxy materials and submit their proxies over the internet at www.envisionreports.com/TPRE.

A:

If you are a shareholder of record, you may elect to receive future annual reports or proxy statements electronically by visiting www-us.computershare.com/Investor and sign up, or while voting via the internet click the box to give your consent.  If you hold your shares in street name, you should contact your broker, bank or other nominee for information regarding electronic delivery of proxy materials.

A:	There are three proposals scheduled to be voted on at the Annual General Meeting:

•	To elect one Class I director to serve for a term expiring in 2023, or until her office shall otherwise be vacated pursuant to our Bye-laws;

•	To elect certain individuals as Designated Company Directors of certain of our non-U.S. subsidiaries, as required by our Bye-laws; and

•	To appoint Ernst & Young Ltd., an independent registered public accounting firm, as our independent auditor to serve until the annual general meeting to be held in 2021 , and to authorize our Board of Directors, acting by the Audit Committee, to determine the independent auditor’s remuneration.

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A:	The Company’s Board of Directors recommends that you vote your shares:

•	“FOR” the election of the nominee to the Board of Directors;

•	“FOR” the election of the Designated Company Directors; and

•	“FOR” the appointment of Ernst & Young Ltd., an independent registered public accounting firm, as the Company’s independent auditor to serve until the annual general meeting to be held in 2021, and to authorize our Board of Directors, acting by the Audit Committee, to determine the independent auditor’s remuneration.

A:	All shares owned by you as of the Record Date, which is the close of business on April 8, 2020 , may be voted by you, subject to certain restrictions on “controlled shares” described under the heading, “Will I be entitled to vote all of my shares at the Annual General Meeting?” below. You may cast one vote per common share that you held on the Record Date. These shares include shares that are:

•	held directly in your name as the shareholder of record; and

•	held for you as the beneficial owner through a broker, bank or other nominee.

A:

If your shares are treated as “controlled shares” (as determined pursuant to sections 957 and 958 of the Internal Revenue Code of 1986, as amended (the “Code”)) of any United States (“U.S.”) person (that owns shares directly or indirectly through non-U.S. entities) and such controlled shares constitute 9.5% or more of the votes conferred by our issued shares, the voting rights related to the controlled shares owned by such U.S. Person (as defined in our Bye-laws) will be limited, in the aggregate, to a voting power of less than 9.5%, under a formula specified in our Bye-laws. The formula is applied repeatedly until the voting power of all 9.5% shareholders (as defined in our Bye-laws) has been reduced to less than 9.5%. In addition, our Board of Directors may limit a shareholder’s voting rights when it deems it appropriate to do so to: (i) avoid the existence of any 9.5% shareholder; and (ii) avoid certain material adverse tax, legal or regulatory consequences to us, any of our subsidiaries or any direct or indirect shareholder or its affiliates. “Controlled shares” include, among other things, all shares that a U.S. Person is deemed to own directly, indirectly or constructively (within the meaning of section 958 of the Code). The amount of any reduction of votes that occurs by operation of the above limitations will generally be reallocated proportionately among our other shareholders whose shares were not “controlled shares” of the 9.5% shareholder so long as such reallocation does not cause any person to become a 9.5% shareholder. The applicability of the voting power reduction provisions to any particular shareholder depends on facts and circumstances that may be known only to the shareholder or related persons. Accordingly, we request that any holder of shares with reason to believe that they are a 9.5% shareholder, contact us promptly so that we may determine whether the voting power of such holder’s shares should be reduced. By submitting a proxy, a holder of shares will be deemed to have confirmed that, to their knowledge, they are not, and are not acting on behalf of, a 9.5% shareholder. The Board of Directors of the Company is empowered to require any shareholder to provide information as to that shareholder’s beneficial ownership of shares, the names of persons having beneficial ownership of the shareholder’s shares, relationships with other shareholders or any other facts the Board of Directors may consider relevant to the determination of the number of shares attributable to any person. The Board of Directors may disregard the votes attached to shares of any

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A:	Many of our shareholders hold their shares through a broker, bank or other nominee rather than directly in their own name. As summarized below, there are some differences between shares held of record and those owned beneficially.

A:

Shareholder of Record. Shares held directly in your name as the shareholder of record may be voted in person at the Annual General Meeting. If you choose to vote your shares in person at the Annual General Meeting, please bring proof of identification, such as a driver’s license or passport. Even if you plan to attend the Annual General Meeting, the Company recommends that you vote your shares in advance as described below so that your vote will be counted if you later decide not to attend the Annual General Meeting.

A:

Attendance at the Annual General Meeting is limited to individuals who were shareholders as of the Record Date. Registration and seating will begin at 9:45 a.m. , Atlantic Daylight Time, on the date of the Annual General Meeting. Each shareholder will be asked to present proof of identification, such as a driver’s license or passport, prior to admission to the Annual General Meeting. Beneficial owners of shares held in street name will need to bring proof of share ownership as of the Record Date, such as a bank or brokerage firm account statement or a letter from the intermediary holding your shares. Cameras, phones, recording devices and other electronic devices will not be permitted at the Annual General Meeting.

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A:	Whether you hold your shares directly as the shareholder of record or beneficially own your shares in street name, you may direct your vote without attending the Annual General Meeting by voting in one of the following manners:

•	Internet . Go to the website listed on your proxy card or voting instruction card and follow the instructions there. You will need the control number included on your proxy card or voting instruction form;

•	Telephone . Dial the number listed on your proxy card or your voting instruction form. You will need the control number included on your proxy card or voting instruction form; or

•	Mail . Complete and sign your proxy card or voting instruction card and mail it using the enclosed, prepaid envelope.

A:

A quorum is necessary to hold a valid annual general meeting. At the Annual General Meeting, two or more persons present in person throughout the meeting and representing in person or by proxy in excess of 50% of the total issued voting shares in the Company throughout the meeting shall form a quorum for the transaction of business, provided, however that no shareholder may participate in any general meeting during which that shareholder (or, if any shareholder is an entity, its representative) is physically present in the United States. Abstentions and broker non-votes are counted as present for determining whether a quorum exists. A broker non-vote occurs when an intermediary holding shares for a beneficial owner does not vote on a particular proposal because the intermediary does not have discretionary voting power for that particular proposal and has not received instructions from the beneficial owner.

A:

Shareholder of Record. If you are a shareholder of record and you submit a signed proxy card or submit your proxy by telephone or the internet but do not specify how you want to vote your shares on a particular proposal, then the proxy holders will vote your shares in accordance with the recommendation of the Board of Directors on all matters presented in this Proxy Statement. With respect to any other matters properly presented for a vote at the Annual General Meeting, the proxy holders will vote your shares in accordance with their best judgment.

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A:

The appointment of Ernst & Young Ltd., an independent registered public accounting firm, as our independent auditor to serve until the annual general meeting to be held in 2021 , and the authorization of the Board of Directors, acting by the Audit Committee, to determine the independent auditor’s remuneration (Proposal No. 3) is a matter considered routine under applicable rules. A broker or other nominee may generally vote on routine matters, and therefore no broker non-votes are expected to exist in connection with Proposal No. 3. The election of a director, and the election of the Designated Company Directors (Proposal Nos. 1 and 2) are matters considered non-routine under applicable rules. A broker, bank or other nominee cannot vote without instructions on non-routine matters, and therefore there may be broker non-votes on Proposal Nos.1 and 2.

A:

One Class I director has been nominated for election at the Annual General Meeting to hold office until the 2023 annual general meeting or until her office shall otherwise be vacated pursuant to our Bye-laws (Proposal No. 1). The director will be elected by a plurality of the votes cast in the election of directors at the Annual General Meeting, either in person or represented by properly authorized proxy. This means that the nominee who receives the largest number of “for” votes cast will be elected as a director. Abstentions and broker non-votes will have no effect on this proposal.

A:	It means your shares are registered differently or are in more than one account. Please provide voting instructions for all proxy and voting instruction cards you receive.

A:	A representative of Computershare will tabulate the votes and act as the inspector of election.

A:	Yes. You may revoke your proxy or change your voting instructions at any time prior to the vote at the Annual General Meeting by:

•	providing written notice to the Secretary of the Company;

•	delivering a valid, later-dated proxy or a later-dated vote on the internet or by telephone; or

•	attending the Annual General Meeting and voting in person.

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A:

The Company will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials. In addition to the mailing of these proxy materials, the solicitation of proxies or votes may be made in person, by telephone or by electronic and facsimile transmission by our directors, officers and employees, who will not receive any additional compensation for such solicitation activities. In addition, the Company may reimburse its transfer agent, brokerage firms and other persons representing beneficial owners of its common shares for their expenses in forwarding solicitation material to such beneficial owners. The Company has retained Georgeson LLC to assist in the solicitation of proxies for a customary fee plus reasonable expenses.

A:

Yes. The Company encourages shareholder participation in corporate governance by ensuring the confidentiality of shareholder votes. The Company has designated Computershare, the Company’s independent transfer agent and registrar, to receive and tabulate shareholder votes. Your vote on any particular proposal will be kept confidential and will not be disclosed to the Company or any of its officers or employees except: (i) where disclosure is required by applicable law; (ii) where disclosure of your vote is expressly requested by you; or (iii) where the Company concludes in good faith that a bona fide dispute exists as to the authenticity of one or more proxies, ballots or votes, or as to the accuracy of any tabulation of such proxies, ballots or votes. However, aggregate vote totals will be disclosed to the Company from time to time and publicly announced at the Annual General Meeting.

A:

The Company’s Annual Report on Form 10-K for the year ended December 31, 2019 , as filed with the SEC, is available to shareholders free of charge on Third Point Reinsurance Ltd.’s website at www.thirdpointre.com or by writing to Third Point Reinsurance Ltd., Investor Relations, Point House, 3 Waterloo Lane, Pembroke HM 08, Bermuda or via email at investor.relations@thirdpointre.bm. The Company’s 2019 Annual Report to Shareholders, which includes such Form 10-K, accompanies this Proxy Statement.

A:	Third Point Reinsurance Ltd. will announce preliminary voting results at the Annual General Meeting and publish preliminary, or final results if available, in a Current Report on Form 8-K within four business days of the Annual General Meeting.

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•	the name and address of the shareholder who intends to make the nomination and the name and address of the person(s) to be nominated or the nature of the business to be proposed;

•	a representation that the shareholder is a holder of record of our common shares entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person(s) or to introduce the business specified in the notice;

•	if applicable, a description of all arrangements or understandings between the shareholder and each nominee and any other person(s), naming such person(s), pursuant to which the nomination is to be made by the shareholder;

•	such other information regarding each nominee or each matter of business to be proposed by such shareholder as would be required to be included in a proxy statement filed under the SEC’s proxy rules if the nominee had been nominated, or intended to be nominated, or the matter had been proposed, or intended to be proposed, by the Board of Directors;

•	if applicable, the consent of each nominee to serve as a director if elected; and

•	such other information that the Board of Directors may request in its discretion.

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•	Daniel V. Malloy, who has served as Chief Executive Officer of the Company from May 10, 2019; Chief Executive Officer of Third Point Re BDA.

•	Christopher S. Coleman, Chief Financial Officer of the Company; Chief Operating Officer of Third Point Re BDA.

•	Nicholas J. D. Campbell, Chief Risk Officer of the Company; Executive Vice President, Underwriting Third Point Re BDA.

•	David E. Govrin, who during 2019 served as President of TPRE USA from May 10, 2019, and as Executive Vice President Underwriting Third Point Re USA until May 10, 2019.

•	Janice R. Weidenborner, who during 2019 served as Executive Vice President, Group General Counsel and Secretary of the Company; and Executive Vice President, Group General Counsel and Secretary of Third Point Re BDA.

•	Share Ownership Guidelines. Our share ownership and retention guidelines require our executive officers and directors to satisfy meaningful share ownership requirements. These guidelines further align the interests of our executive officers and directors with those of our shareholders, as further described in “Other Compensation Practices and Policies” below.

•	Double-Trigger Equity Vesting. Our long-term incentive awards granted in 2018 and future years will not vest or become payable in the event of a change in control unless there is an accompanying qualifying termination of the equity holder’s employment.

•	Clawback Policy. Our clawback policy authorizes our Compensation Committee to recover gains from bonuses and performance-based equity awards in certain circumstances as further described in “Other Compensation Practices and Policies” below.

•	Prohibition on Hedging and Pledging. Our Trading Policy prohibits our employees and directors from engaging in hedging and pledging transactions. Exceptions to the pledging prohibition may be made with the approval of the Chief Executive Officer or General Counsel, or in the case of these executives, by the Audit Committee. See “Other Compensation Practices and Policies” below.

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•	Allow the Company to attract and retain superior talent, as we believe that quality talent is integral to the Company’s ongoing success.

•	Deliver pay opportunities through a format that is comparable with those used at other companies operating in the reinsurance industry; rewards should consist of base salary, an annual incentive plan, a long-term incentive opportunity, perquisites and retirement, health and welfare benefits.

•	Support a high-performance environment by linking pay with performance to achieve the Company’s objective to grow the business and deliver superior returns to its investors, therefore having most executive pay contingent on the actual results achieved.

•	Motivate superior performance and strengthen the connection between pay and results by developing compensation programs that reward success at the Company and on individual levels; the degree to which a person’s annual incentive award is influenced by individual (versus Company) performance is based on the person’s role and diminishes as he or she rises through the Company.

•	Provide a competitive total compensation opportunity; our total cash compensation (base plus bonus) should reflect market compensation levels and total direct compensation (base, bonus, and long-term incentives) will target above the 50th percentile, assuming that the individuals and the Company perform well and deliver value to shareholders.

•	Determine eligibility for variable pay (annual as well as long-term incentives) largely on competitive norms with exceptions being made from time to time in specific circumstances or for high-potential key employees.

•	Support a long-term focus for officers and key contributors that aligns with the interests of shareholders; the long-term award providing such focus should appropriately balance retention and alignment needs based on relative level in the organization.

•	Encourage conversations about performance and development.

•	Integrate compensation and reward systems with performance management and career development programs to ensure that employees know what it takes to be successful at the Company and to help align performance goals at every level.

•	Provide market-competitive benefits and perquisites.

•	Provide clear information about pay practices; by communicating openly about pay, we can ensure that everyone understands the rewards program and has the tools they need to implement it effectively.

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•	Base pay reflects sustained individual performance, contribution, and relative value, as well as competitive market practice.

•	Base pay adjustments are neither guaranteed nor automatic. Base pay adjustments are intended to be clear performance messages and make meaningful distinctions for above-average performers.

•	Below-average performers do not receive increases and are subject to corrective action.

•	Average performers receive average or even below-average increases with consideration given to the incumbent’s position in the market or the established range.

•	Above-average performers receive above-average increases with consideration given to the incumbent’s position in the market or established range for the role.

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•	Long-term incentives should help balance a short-term performance focus. Executives should be focused on fulfilling organizational long-term strategic objectives. By using long-term incentives, we encourage executives to balance their orientation and weight their decision-making given the respective award opportunities under each compensation plan.

•	Long-term incentive awards should reflect market-competitive levels. Individual grants will vary based on individual performance, so that executives are motivated to not only drive toward superior long-term corporate performance but also demonstrate individual impact as well.

•	The mix of long-term incentives may vary by role/level in the Company to most appropriately balance retention needs with the need to drive long-term growth in shareholder value, based on the role’s /level’s ability to influence share price movement.

•	The Company may use a variety of equity vehicles from year to year to deliver long-term incentives.

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•	Annual incentive pay plans help employees understand how they contribute to business performance and help unite employees behind shared goals. Additionally, annual incentives directly support the Company’s high-performance environment by providing employees with clear opportunities for performance-based rewards.

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Annual incentive pay helps focus employees on achieving the annual financial goals of the Company by paying rewards to the extent that goals are fulfilled. Performance metrics are set based on the measures the Compensation Committee determines are necessary to achieve operational success. The performance metrics are periodically reviewed and adjusted, where required, in the Compensation Committee’s judgment.

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The formula (described below) creates a bonus pool but not individual awards. The incentive bonus pool is allocated to NEOs by the Compensation Committee upon the recommendation of the Chief Executive Officer based on how each executive performed relative to his or her individual annual goals, and to the CEO based on the Compensation Committee’s evaluation of the performance of the CEO in light of previously established goals and objectives.

•	Short-term incentives also recognize how individuals have performed in terms of meeting the specific goals established for the year, which are above and beyond their regular job duties. Individual performance below expectations can reduce the calculated payment, whereas exceptional performance will increase the calculated payment, subject to the overall bonus pool.

(1)	ROAE below 2.0% would result in 0% salaries contribution to the bonus pool and Combined Ratio above 107.0% would result in 0% salaries contribution to the aggregate bonus pool.

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•	As Chief Executive Officer of the Company, develop and execute corporate strategy and oversee all operations and business activities to ensure the Company’s results meet or exceed plan and are consistent with the overall strategy of the Company;

•	Assume the chief underwriting and key relationship management roles;

•	In collaboration with the Board of Directors and executive management, develop a high-quality business strategy that is aligned with the Company’s short-term and long-term objectives;

•	Lead and motivate the Company’s management team in their efforts to achieve Company goals; and

•	Develop new reinsurance opportunities and solutions that can be broadly applied to buyers of reinsurance and which further the Company’s achievement of underwriting profitability goals.

•	As Chief Financial Officer, manage the overall strategic objectives of the Company’s finance function;

•	Develop strategies related to capital management and financial structuring in furtherance of overall Company goals and drive financial initiatives related to all the Company’s strategic and important tactical decisions;

•	Support the underwriters by solving accounting, counter-party credit and collateral issues related to reinsurance transactions;

•	Assume the role of Chief Operating Officer for Third Point Re BDA (and Third Point Re USA via an intercompany services agreement); and

•	Manage the Company’s relationships with rating agencies and regulators; lead and manage investor relations function.

•	Manage the strategic planning and direction of the Company’s enterprise risk management function providing risk management advice across the Company, including the provision of quarterly, annual and ad-hoc risk reporting as required by the various interested constituencies;

•	Continue to develop, refine and enhance the Company’s risk exposure capabilities with regard to identifying, assessing, monitoring and measuring individual, specific and aggregate risk exposures;

•	Drive the determination of criteria for the Company’s optimization of capital and risk allocation in relation to strategic transactions, rating agency and regulatory requirements, and key tactical decisions, with the objective of maximizing efficiency of capital allocation for the Company; and

•	Source, underwrite and close profitable reinsurance transactions.

•	Lead and manage the Company’s U.S. operations;

•	Originate and underwrite economically attractive deals;

•	Develop and execute a business plan to write property catastrophe business; and

•	Lead and manage business development function including originating and executing small strategic investments in conjunction with long term reinsurance rights of first refusal.

•	Contribute legal, compliance and regulatory advice and counsel to the executive management team and board in relation to all strategic company matters;

•	Provide advice to management team and underwriters on reinsurance arrangements, wordings and related documentation;

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•	Communicate key messaging to the executive management team, the Board, and to colleagues in a clear and efficient manner, with a commercial mindset, to enhance company decision making and ensure compliance; and

•	Oversee the human resource function for the Company, including management of outsourced functions.

•	Enhancement of the Company's underwriting performance through integration of new business lines and teams, pursuit of strategic investments in order to broaden underwriting distribution, and finding unique opportunities for profitable premium growth;

•	Continued expansion of the property catastrophe and specialty catastrophe lines of business; optimize expense controls while continuing to make necessary investments in order to achieve strategic objectives;

•	Improve rating profile with A.M. Best Company, Inc.;

•	Optimization of capital management to maximize improvement in performance metrics; and

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•	Optimization of the investment portfolio structure, analytics and overall investment performance through its relationship with Third Point LLC.

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Housing and Transportation Expenses . The Company reimburses certain expatriate NEOs for housing expenses in Bermuda and for travel and transportation expenses between the United States and Bermuda.  In addition, Mr. Malloy received a travel allowance. During his tenure as CEO, Mr. Bredahl was also entitled to private air travel to and from Bermuda, and our other NEOs were eligible for private air travel to and from Bermuda when traveling with him. Mr. Malloy does not utilize private air travel for commuting purposes.

•	Tax Expenses . To the extent the Company’s reimbursement of an expatriate NEOs’ housing or travel expenses are deemed to be taxable income to the expatriate NEO, the Company reimburses the expatriate NEO for any home country taxes payable on the additional income. The Company also pays the employee portion of Bermuda payroll taxes and social insurance for our expatriate NEOs.

•	Tax Preparation Expenses. Due to the additional complexities associated with the taxation of expatriate NEO benefits, the Company reimburses expatriate executives’ tax preparation expenses, up to $5,000 per executive, per annum.

•	Club Membership. The provision of a club membership is common practice in our industry and enables the NEOs to establish social networks with clients and others.

•	Spousal Business Travel and Entertainment Expenses. There are certain circumstances in which a spouse may accompany an employee on business travel which is considered beneficial to the Third Point Re’s business, whether directly or indirectly.

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(1)	Reflects current titles.

(2)	Mr. Malloy received a one-time signing bonus of $200,000 in May 2019. In addition, Mr. Malloy received a one-time additional cash bonus of $200,000 in August 2019 based on the Board’s assessment of Mr. Malloy’s performance as Chief Executive Officer of the Company.

(3)

See “Compensation Discussion and Analysis - Elements of our Executive Compensation Program - Long-Term Incentives”. Messrs. Malloy, Coleman, Campbell, Govrin, Weidenborner and Bredahl were granted a total of 127,328 , 80,286 , 60,214 , 41,815 , 25,022 and 203,223 , performance-based restricted shares at maximum performance levels in 2019 , respectively. Assuming the maximum performance levels are achieved, the grant date fair value of performance-based restricted shares granted in 2019 would equal $1,427,347 , $900,006 , $674,999 , $468,746 , $280,497 and $2,278,130 , for Messrs. Malloy, Coleman, Campbell, Govrin, Ms. Weidenborner and Mr. Bredahl, respectively. Messrs. Malloy, Coleman, Campbell, Govrin, Ms. Weidenborner and Mr. Bredahl were granted a total of 28,295 , 17,841 , 13,381 , 27,877 , 16,682 and 45,161 , time-based restricted shares in 2019 , respectively. The grant date fair value of time-based restricted shares granted in 2019 would equal $317,187 , $199,998 , $150,001 , $312,501 , $187,005 and $506,255 , for Messrs. Malloy, Coleman, Campbell, Govrin, Ms. Weidenborner and Mr. Bredahl, respectively. The amounts reported in this column are valued based on the aggregate grant date fair value computed in accordance with FASB ASC Topic 718, modified to exclude the effect of estimated forfeitures. The fair value was determined using the methodology and assumptions set forth in Note 16 , “Share-Based Compensation,” to the Audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2019 , which are hereby incorporated herein by reference. Mr. Bredahl’s performance-based restricted shares granted in 2019 will remain outstanding following his separation and will vest on the scheduled vesting date based on satisfaction of the applicable performance goals, prorated based on the elapsed portion of the performance period from the grant date through his termination date. Mr. Bredahl’s time-based restricted shares granted in 2019 will also remain outstanding and vest on the scheduled vesting dates as if his services had not ended, subject to his compliance with his post-termination responsibilities, including restrictive covenants. For more information, see “Potential Payments Upon Termination or Change in Control” - “Separation Agreement and Release.”

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(4)	For 2019 the Company achieved a ROAE of 15.3% and a Combined Ratio of 103.2% and therefore, bonuses were payable under our Annual Incentive Plan. See “Compensation Discussion and Analysis - Elements of our Executive Compensation Program - Annual Incentive Pay”.

(5)	Mr. Bredahl’s employment terminated on May 10, 2019.

(6)	The following table sets forth the compensation reflected in the “All Other Compensation” column for the fiscal year ended December 31, 2019 .

(a)	Represents Company contributions (employer and employee contributions paid by the Company) to retirement plans.

(b)	Mr. Bredahl, during his tenure as Chief Executive Officer in 2019, was entitled to private air travel to and from Bermuda. This total also includes ground transportation costs paid by the Company.

(c)	Each of Mr. Malloy and Mr. Bredahl, during his tenure as Chief Executive Officer in 2019, was entitled to a housing allowance under the terms of their employment agreements. This represents cost of housing, utilities, including electricity and cable services, and furnishings paid or reimbursed by the Company.

(d)

Represents payment of the employee portion of Bermuda payroll taxes and social security insurance on behalf of certain Bermuda-based NEOs and reimbursement of all taxes incurred with respect to: (i) the housing allowance and related expenses; (ii) Company-paid transportation benefits; (iii) the Company-paid employee portion of Bermuda social insurance tax; (iv) tax preparation benefits; and (v) the tax reimbursement payments. The employee portion of Bermuda payroll taxes paid by the Company for Mr. Bredahl’s severance was $64,569.

(e)

This total represents the employee portion of reimbursed personal tax preparation cost for Messrs. Malloy, Coleman and Bredahl and reimbursement of club membership for Mr. Campbell. In the case of Mr. Malloy, this amount also includes a travel allowance and the reimbursement of expenses for spousal travel and meals for business events to which spouses are invited of $31,261. For Mr. Govrin, this amount represents parking paid by the Company. For Mr. Bredahl, this column also reflects the value of separation benefits paid or provided to him in connection with his separation from the Company in an amount equal to $ 593,606 , which includes the cash payments pursuant to his Separation Agreement and Release paid or accrued in 2019 and the value of private air travel provided to Mr. Bredahl in connection with his repatriation following his separation, as discussed more fully below under “Potential Payments Upon Termination or Change in Control” - “Separation Agreement and Release.”

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(1)	A discussion of the 2019 annual cash incentives, including awards earned for 2019 and paid in March 2020 can be found under “Compensation Discussion and Analysis - Elements of our Executive Compensation Program - Annual Incentive Pay”.

(2)

Performance-based restricted share awards made pursuant to the Omnibus Incentive Plan for the 2019 - 2021 performance cycle and are scheduled to vest on March 1, 2022 . Restricted share awards generally vest based on continued employment and the achievement of certain financial performance measures over a three-year performance period. Performance-based restricted shares that do not vest at the end of the three-year period are forfeited. 0% of the awards vest unless performance exceeds the threshold performance level. Linear interpolation applies to determine the vesting percentage between threshold and target and between target and maximum performance levels. For a more detailed discussion of the 2019 performance-based restricted share awards, see “Compensation Discussion and Analysis - Elements of our Executive Compensation Program - Long-Term Incentives”.

(3)	Time-based restricted share awards made pursuant to the Omnibus Incentive Plan in February 2019 vest in equal annual installments over three years based on continued employment. For a more detailed discussion of the 2019 time-based restricted share awards, see “Compensation Discussion and Analysis - Elements of our Executive Compensation Program - Long-Term Incentives. ”

(4)	The amounts reported in this column are valued based on the aggregate grant date fair value computed in accordance with FASB ASC Topic 718, modified to exclude the effect of estimated forfeitures, and for the performance-based restricted shares,

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(5)

None of our NEOs have a stated maximum annual cash incentive in their employment agreements; however, the maximum bonus pool funding is 150% of salaries and our Annual Incentive Plan has a maximum individual award cash incentive limit of $5 million. The incentive bonus pool is allocated to individual employees by the Compensation Committee upon the recommendation of the Chief Executive Officer based on the individual’s position in the Company, and how each NEO performed relative to his or her individual annual goals, and as compared to comparable positions in the Peer Group data, such allocations not to exceed $5 million.  See “Compensation Discussion and Analysis - Elements of our Executive Compensation Program - Annual Incentive Pay”.

(6)

Mr. Bredahl forfeited his entitlement to a bonus pursuant to the Annual Incentive Plan for 2019 in connection with his separation. Mr. Bredahl’s performance-based restricted shares will remain outstanding following his separation and will vest on the scheduled vesting date based on satisfaction of the applicable performance goals. Mr. Bredahl’s 2019 performance-based restricted shares are prorated based on the elapsed portion of the performance period from the grant date through his termination date. Mr. Bredahl’s time-based restricted shares will also remain outstanding and vest on the scheduled vesting dates as if his services had not ended, subject to his compliance with his post-termination responsibilities, including restrictive covenants. For more information, see “Potential Payments Upon Termination or Change in Control” - “Separation Agreement and Release.”

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(1)	The performance-based shares reported in this column vested on March 1, 2020 , based on performance achieved as of December 31, 2019 . One-third of the time-based restricted shares reported in this column vested on February 26, 2020, and the remainder will vest in equal installments on February 26, 2021 and 2022 based on continued employment (except with respect to Mr. Bredahl).

(2)	Market value of the shares that have not vested is based on the $ 10.52 per share closing price of the Company’s common shares on the NYSE on December 31, 2019 .

(3)

These performance-based equity awards are not eligible to vest until March 1, 2021 . These performance-based awards generally vest based on continued employment through the vesting date (except with respect to Mr. Bredahl) and the achievement of certain financial performance measures over a three-year period ending December 31, 2020. Performance-based restricted shares that do not vest at the end of the three-year period are forfeited. Performance-based share amounts reflected in this table for 2019 are based on achieving the maximum performance goals. In accordance with the SEC’s rules, the number of performance-based restricted shares that must be reported is based on the performance level that exceeds the performance level achieved for the portion of the performance period that has elapsed as of December 31, 2019. As a result, this disclosure may differ from year to year based on performance achieved through the applicable year end.

(4)

These performance-based equity awards are not eligible to vest until March 1, 2022 . These performance-based awards generally vest based on continued employment through the vesting date (except with respect to Mr. Bredahl) and the achievement of certain financial performance measures over a three-year period ending December 31, 2021 . The number of these performance-based equity awards that will vest for Mr. Bredahl will be prorated based on the elapsed portion of the performance period

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(1)	Amounts reflect shares issued under our Omnibus Incentive Plan in connection with the vesting of equity-based awards on March 1, 2019 .

(2)	The values reflected in this column were calculated by multiplying the number of shares that vested on March 1, 2019 , by the closing price of $11.05 per Company share on the NYSE on the applicable vesting date.

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(1)	None of the NEOs were eligible for retirement on December 31, 2019 .

(2)	Includes base salary continuation for the applicable severance period and prorated annual cash bonus, as applicable, as described below under “Severance Payments”. Because the assumed termination date is December 31, 2019 , the full bonus amount is reflected.

(3)

No performance-based restricted shares would vest upon termination of employment as of December 31, 2019 . Upon a termination by the Company without cause or by Mr. Govrin for good reason, Mr. Govrin’s performance shares granted in 2017 would remain outstanding through the vesting date and would vest on a prorata basis based on satisfaction of the performance goals. In the event of a change in control without termination of employment, assumes 92% of the outstanding target number of performance shares granted in 2017 vest. Performance shares granted in 2018 and 2019 would not vest unless the executive’s employment was terminated without cause or the executive resigned for good reason.  In such event, 101% and 88% of the performance shares granted in 2018 and 2019 , respectively, would also vest. The number of assumed vested shares have been multiplied by $ 10.52 , the closing price on the NYSE of our shares on December 31, 2019 . See “Accelerated Vesting of Equity Awards on Certain Terminations of Employment or a Change in Control - Performance - Based Restricted Shares” below.

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(4)

Upon an NEO’s death or disability, a number of time-based restricted shares would vest equal to the number that would have vested on February 26, 2020 had the NEO’s service continued until such date. No time-based restricted shares would vest upon termination of employment (other than by death or disability) or solely as a result of a change in control as of December 31, 2019 . If the executive’s employment was terminated without cause or the executive resigned for good reason in connection with a change in control, all of the time-based restricted shares would vest on the effective date of the termination of service.

(5)	Reflects the cost to us of continued participation in medical and life insurance benefits over the severance period. See “Severance Payments” below.

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(1)

The restricted shares were awarded to the independent directors on May 8, 2019, under our Omnibus Incentive Plan and vested or will vest on each of the following dates: July 31, 2019, October 31, 2019, January 31, 2020, and April 30, 2020. The Directors held the following unvested awards at December 31, 2019 : Rafe de la Gueronniere 4,292, Joseph L. Dowling III 4,931, Steven E. Fass 5,365, Gretchen A. Hayes 4,292, Mary R. Hennessy 4,292, Neil McConachie 0, Mark Parkin 5,043 and Siddhartha Sankaran 4,805.

(2)

The amounts reported in this column are valued based on the aggregate grant date fair value computed in accordance with FASB ASC Topic 718, modified to exclude the effect of estimated forfeitures. The fair value was determined using the methodology and assumptions set forth in Note 16 , “Share-Based Compensation,” to the Audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2019 , which are hereby incorporated herein by reference.

(3)	As of December 31, 2019 , Mr. Fass held vested and outstanding options to purchase 25,424 shares. Of these options, 15,254 had an exercise price of $10.00, 5,085 had an exercise price of $16.00 and 5,085 had an exercise price of $20.00.

(4)	As of December 31, 2019 , Ms. Hennessy held vested and outstanding options to purchase 25,424 shares. Of these options, 15,254 had an exercise price of $10.00, 5,085 had an exercise price of $16.00 and 5,085 had an exercise price of $20.00.

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(5)	Reflects prorated fees earned for November 4, 2019 to December 31, 2019.

(6)	Reflects prorated fees earned for January 1, 2019 to July 1, 2019.

(7)	Reflects prorated fees earned for August 8, 2019 to December 31, 2019.

•	salary received in fiscal year 2019 ;

•	annual incentive payment received for performance in fiscal year 2019 ;

•	grant date fair value of long term incentive awards granted in fiscal year 2019 ;

•	Company-paid contributions to retirement plans made during fiscal year 2019 ;

•	Company-paid personal tax preparation cost;

•	Company-paid tax reimbursements during fiscal year 2019 ; and

•	Company-paid transportation and housing during fiscal year 2019 .

•	the Median Employee’s annual total compensation was $ 384,748 ; and

•	the annual total compensation of our CEO, as reported in the “Summary Compensation Table” included elsewhere in this Proxy Statement, was 4,309,230 .

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•	each person, or group of persons, who is known to beneficially own more than 5% of any class of the Company’s common shares based on information contained in Schedules 13D or 13G;

•	each of the Company’s directors;

•	each of the NEOs; and

•	all of the Company’s directors and executive officers as a group.

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*	Represents beneficial ownership of less than 1%.

(1)	Based on an aggregate of 94,881,229 common shares (including restricted shares) issued and outstanding as of April 8, 2020 .

(2)

Of these shares, the 2010 Loeb Family Trust owns 235,127 common shares, Third Point Advisors LLC owns 1,000,000 common shares, Third Point Opportunities Master Fund L.P. owns 1,200,000 common shares and the 2011 Loeb Family GST Trust owns 5,050,381 common shares.  Mr. Loeb has sole voting and dispositive power over the shares held by the 2010 Loeb Family Trust, Third Point Advisors LLC, the 2011 Loeb Family GST Trust and Third Point Opportunities Master Fund L.P.  Mr. Loeb disclaims beneficial ownership of such common shares except to the extent of his pecuniary interest therein, if any.  Mr. Loeb’s address is c/o Third Point, LLC, 55 Hudson Yards, New York, NY.

(3)	Amounts indicated are based on Schedule 13G filings; in the case of BlackRock, Inc., made on February 3, 2020, in the case of Vanguard Group Inc., made on February 10, 2020 and in the case of Dimensional Fund Advisors LP made on February 12, 2020, in each case as of December 31, 2019 .

(4)	Includes options to purchase 25,424 common shares.

(5)

Includes options to purchase 2,209,302 common shares and 383,779 common shares. Includes 173,642 restricted shares granted under the Third Point Reinsurance Ltd. 2013 Omnibus Incentive Plan that vest based on continued employment and the achievement of certain financial performance measures over a three-year performance period. All 173,642 restricted shares would vest if the maximum performance level is achieved ( 115,761 would vest at target and 0 at threshold). Also includes 30,107 restricted shares that vest in equal annual installments on the first three anniversaries of the grant date through such vesting date. Also includes 547,500 of our common shares which are pledged as security; 200,000 of these common shares are held by the J. Robert Bredahl Irrevocable Insurance Trust. Mrs. Kimberly J. Bredahl, Mr. Bredahl’s wife, is the trustee of the J. Robert Bredahl Irrevocable Insurance Trust. Mr. Bredahl disclaims any beneficial ownership of these shares except to the extent of his pecuniary interest therein, if any. Reflects only those shares, options and restricted shares known by the Company to be held by Mr. Bredahl as of May 9, 2019.

(6)

Includes options to purchase 348,836 common shares and 72,371 common shares. Includes 172,977 restricted shares granted under the Third Point Reinsurance Ltd. 2013 Omnibus Incentive Plan that vest based on continued employment and the achievement of certain financial performance measures over a three-year performance period. The number of shares that may be retained upon vesting will vary based on the level of achievement of the performance goals. All 172,977 restricted

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(7)

Includes options to purchase 348,836 common shares and 143,453 common shares. Includes 232,195 restricted shares granted under the Third Point Reinsurance Ltd. 2013 Omnibus Incentive Plan that vest based on continued employment and the achievement of certain financial performance measures over a three-year performance period. The number of shares that may be retained upon vesting will vary based on the level of achievement of the performance goals. All 232,195 restricted shares would vest if the maximum performance level is achieved ( 154,796 would vest at target and 0 at threshold). Also includes 33,789 restricted shares that vest in equal annual installments on the first three anniversaries of the grant date through such vesting date. The common shares detailed above include 9,000 common shares held by Mr. Coleman’s wife. Mr. Coleman disclaims beneficial ownership of the shares held by his wife.

(8)

Includes 41,661 common shares. Includes 155,259 restricted shares granted under the Third Point Reinsurance Ltd. 2013 Omnibus Incentive Plan that vest based on continued employment and the achievement of certain financial performance measures over a three-year performance period. The number of shares that may be retained upon vesting will vary based on the level of achievement of the performance goals. All 155,259 restricted shares would vest if the maximum performance level is achieved ( 103,506 would vest at target and 0 at threshold). Also includes 36,677 restricted shares that vest in equal annual installments on the first three anniversaries of the grant date through such vesting date.

(9)

Includes options to purchase 1,627,906 common shares and 395,663 common shares. Includes 357,177 restricted shares granted under the Third Point Reinsurance Ltd. 2013 Omnibus Incentive Plan that vest based on continued employment and the achievement of certain financial performance measures over a three-year performance period. The number of shares that may be retained upon vesting will vary based on the level of achievement of the performance goals. All 357,177 restricted shares would vest if the maximum performance level is achieved ( 238,117 would vest at target and 0 at threshold). Also includes 55,706 restricted shares that vest in equal annual installments on the first three anniversaries of the grant date through such vesting date.

(10)

Includes 43,602 common shares. Includes 116,396 restricted shares granted under the Third Point Reinsurance Ltd. 2013 Omnibus Incentive Plan that vest based on continued employment and the achievement of certain financial performance measures over a three-year performance period. The number of shares that may be retained upon vesting will vary based on the level of achievement of the performance goals. All 116,396 restricted shares would vest if the maximum performance level is achieved ( 77,598 would vest at target and 0 at threshold). Also includes 26,089 restricted shares that vest in equal annual installments on the first three anniversaries of the grant date through such vesting date.

(11)	Consists of options to purchase 4,585,728 common shares and 3,934,022 common shares (including 1,579,527 restricted shares subject to vesting) that are held by such executive officers and directors as a group.

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•	a violation of applicable law relating to Third Point LLC’s investment related business;

•	Third Point LLC’s fraud, gross negligence, willful misconduct or reckless disregard of its obligations under the LPA;

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•

a material breach by the TP Fund GP of the LPA or Third Point LLC of any material breach of the TP Fund IMA, which, in either case, if such breach is reasonably capable of being cured, is not cured within a 15-day period; a conviction or, a plea of guilty or nolo contendere to in the case of Daniel S. Loeb, a felony or a crime involving moral turpitude and, in the case of certain senior officers of Third Point LLC or the TP Fund GP, a felony or crime relating to or adversely affecting the investment-related business of the TP Fund GP or Third Point LLC;

•	a conviction or, a plea of guilty or nolo contendere to a felony or a crime affecting the investment related business of Third Point LLC by certain senior officers of Third Point LLC or the TP Fund GP;

•	any act of fraud, material misappropriation, material dishonesty, embezzlement, or similar conduct by or the TP Fund GP or Third Point LLC relating to the TP Fund GP or Third Point LLC’s investment related business; or

•	a formal administrative or other legal proceeding before the SEC, the U.S. Commodity Futures Trading Commission, the FINRA, or any other U.S. or non-U.S. regulatory or self-regulatory organization against Third Point LLC; or certain key personnel which would likely have a material adverse effect on us.

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•	Composition of Investments : at least 60% of the investment portfolio will be held in debt or equity securities (including swaps) of publicly traded companies (or their subsidiaries) and governments of the Organization of Economic Co-operation and Development (“OECD”) high income countries, asset-backed securities, cash, cash equivalents and gold and other precious metals.

•

Concentration of Investments : other than cash, cash equivalents and U.S. government obligations, TP Fund’s total exposure to any one issuer or entity will constitute no more than 15% (multiplied by the exposure multiplier, the exposure multiplier will be computed by dividing the average of the daily investment exposure leverage of TP Fund by the average of the daily investment exposure leverage of Third Point Offshore Master Fund L.P.) of the investment portfolio’s total long exposure.

•	Liquidity : the portfolio of TP Fund will be invested in such fashion that the Company have a reasonable expectation that they can meet any of its liabilities as they become due. We review the liquidity of the portfolio on a periodic basis.

•	Net Exposure Limits : the net position (long positions less short positions) may not exceed 2 times net asset value for more than 10 trading days in any 30-trading day period.

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