DEF 14A of Markel Group Inc., Apr 4, 2024

DEF 14A of Markel Group Inc.

Filed Apr 4, 2024 · FY20230001096343-24-000049

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. Nominees

    Nominees Eleven incumbent directors are nominated for election to the Board for a one-year term expiring at the 2025 Annual Meeting of Shareholders or until their respective successors are elected and qualified. The Board currently consists of twelve directors. K. Bruce Connell is not standing for re-election at the 2024 Annual Meeting of Shareholders. Consequently, Mr. Connell will cease to be a director of the Company effective as of the adjournment of the 2024 Annual Meeting. The Board will not be nominating a director to stand for election as successor to Mr. Connell at the 2024 Annual Meeting. Rather, the Board has adopted and approved a reduction in the size of the Board by one and fixed the number of directors of the Company at eleven, effective as of the commencement of the 2024 Annual Meeting. As a result, no more than eleven directors can be elected at the 2024 Annual Meeting. All of the Company’s current directors were elected by the shareholders at the 2023 Annual Meeting of Shareholders (the 2023 Annual Meeting). All of the Company’s current directors, other than A. Lynne Puckett, attended the 2023 Annual Meeting. Each of the nominees has consented to being named as a nominee in this Proxy Statement, has agreed to serve if elected, and has furnished to the Company the information set forth in the following table. All nominees are expected to attend the 2024 Annual Meeting, absent unusual circumstances. The Board recommends a vote FOR the election of the nominees named below. It is expected that each of the nominees will be able to serve, but if any nominee is unable to serve for any reason (which is not now anticipated), the Board will name a substitute nominee, and the proxies will vote for that person. The Board believes that each nominee possesses integrity; leadership and policy making experience; the communication and interpersonal skills necessary to function effectively as a member of a decision-making body; and the ability to act in the best interests of the shareholders in order to serve the Company. In addition, the nominees collectively bring to the Board a combination of business and financial expertise, community service, and diversity of experience and of background to equip the Board to deal with the range of issues it must address.

  3. Nominees

    | Mark M. Besca | | | | Retired; Leader of Long-Term Value and Stakeholder Capitalism initiative, EY (formerly Ernst & Young, LLP), 2018 until June 2020. From 2012 to 2018, Mr. Besca served as Managing Partner of EY’s New York City office. From 2009 to 2011, he served as Northeast Managing Partner of EY’s Assurance and Advisory Business. In addition, from 1992 until his retirement, Mr. Besca served as lead and senior advisory audit partner of Fortune 500 companies in the Media and Entertainment, Consumer Products and Airline industries. Mr. Besca also has held several civic positions, including Chairman Emeritus of the Pace University Board of Trustees (Chairman 2014 to 2021) and Fellow of the David Rockefeller – New York City Partnership. He brings a broad array of skills and expertise to the Board from his many years of advising major corporations across a number of industries. | | Independent Director | | | Director Since: 2020 | | | Age: 64 | |

  4. Nominees

    | Lawrence A. Cunningham | | | | Special Counsel, Mayer Brown LLP since 2023 (Mr. Cunningham will not be providing consulting or legal services to the Company), and professor of corporate governance at George Washington University from 2005 to 2022. Mr. Cunningham has served on several public, private, and non-profit boards. He currently is Vice Chairman of the Board of Constellation Software, Inc. (Toronto Stock Exchange) and a Director of Kelly Partners Group (Australia Stock Exchange). Mr. Cunningham also is a Trustee of the Museum of American Finance; a member of the Dean’s Council of Lerner College of Business at the University of Delaware; a member of the Editorial Board of Financial History; and a member of the Advisory Board for the Ben Graham Centre for Value Investing at Ivey Business School. Mr. Cunningham has written extensively on corporate affairs, including the best-selling book, The Essays of Warren Buffett. In 2018, he received the B. Kenneth West Lifetime Achievement Award from the National Association of Corporate Directors (NACD). As a recognized authority on corporate governance and value investing, Mr. Cunningham is a valuable addition to the Board. | | Independent Director | | | Director Since: 2023 | | | Age: 61 | |

  5. Nominees

    | Thomas S. Gayner | | | | Chief Executive Officer of the Company since January 2023 and prior to that, Co-Chief Executive Officer since January 2016; President and Chief Investment Officer from May 2010 to December 2015; Director of the Company from 1998 to 2004; Director, The Coca-Cola Company and Graham Holdings Company; and Chairman of the Board, Davis Series Mutual Funds. Mr. Gayner also is a member of the Investment Advisory Committee of the Virginia Retirement System. In addition, Mr. Gayner served as a director of Cable One, Inc. from 2015 to 2023 and a director of Colfax Corporation from 2008 to 2022. Prior to joining the Company in 1990, Mr. Gayner was a certified public accountant at PricewaterhouseCoopers LLP and a Vice President of Davenport & Company of Virginia. Mr. Gayner brings executive management experience, in-depth knowledge of the Company and insight into the Company’s strategic investment opportunities to the Board and its deliberations. | | Director Since: 2016 | | | Age: 62 | |

  6. Nominees

    | Greta J. Harris | | | | President and CEO, Better Housing Coalition (BHC) since August 2013. In this role, Ms. Harris works in concert with the BHC’s board of directors to strengthen internal infrastructure, develop partnership opportunities, leverage financial resources and align with critical community priorities to position BHC to help thousands of modest income families by expanding its service-enriched affordable housing portfolio. From 1997 to July 2013, she served as a Senior Program Director and then Program Vice President at Local Initiatives Support Corporation (LISC), where she provided strategic and managerial support for economic development opportunities across LISC’s Southern and Midwestern regions. Ms. Harris serves on several regional and national boards, including the Virginia Tech Board of Visitors, Greater Washington Partnership, Housing Partnership Network and the Richmond Jazz Society, and in 2021 was appointed as Co-Chair of the Virginia Redistricting Commission. As an experienced executive-level leader with a demonstrated history of working successfully in community development industries within national and local settings, Ms. Harris brings an additional set of talents and skills to the Board and valuable insight into important social and economic matters. | | Independent Director | | | Director Since: 2021 | | | Age: 63 | |

  7. Nominees

    | Morgan E. Housel | | | | Partner, The Collaborative Fund (the Fund), August 2016 to present. In this role, Mr. Housel is responsible for internal investor communications and external research reports, as well engaging in fundraising, conducting due diligence, and serving as a board member for certain of the Fund’s portfolio companies. He also is a frequent presenter discussing matters related to risk, investor psychology and business history, and author of the book The Psychology of Money, originally published in September 2020. Prior to joining the Fund, Mr. Housel was a columnist and senior analyst at The Motley Fool from 2007 to August 2016, and a columnist for The Wall Street Journal from 2014 to 2015. He also has served on the board of several financial institutions including the Long-Term Stock Exchange and Camino Financial. Mr. Housel is a two-time winner of the Best in Business Award from the Society of American Business Editors and Writers and winner of the New York Times Sidney Award. His investment experience and core values that represent the Markel Style make him a valuable addition to the Board. | | Independent Director | | | Director Since: 2021 | | | Age: 40 | |

  8. Nominees

    | Diane Leopold | | | | Executive Vice President and Chief Operating Officer, Dominion Energy, from October 2020 to present. Prior to this, Ms. Leopold was Co-Chief Operating Officer of Dominion Energy from December 2019 to September 2020, and President and Chief Executive Officer of Dominion Energy’s Gas Infrastructure Group from 2017 to 2019. Ms. Leopold served as President of Dominion Energy, Inc. from 2014 to 2016 and Senior Vice President of Dominion Energy Gas Transmission from 2012 to 2013. She has been Executive Vice President of Dominion Energy, Inc. from May 2018 to present. Prior to her more recent roles, Ms. Leopold served as an officer for eight years in various roles involving Business Development, Construction, Power Generation Operations, Financial Management and Business Planning and Market Analysis. Ms. Leopold is a past-chair of the American Gas Association and serves on the Board of Trustees of GROW Capital Jobs Foundation, Jamestown-Yorktown Foundation, Nuclear Electric Insurance Limited and World Pediatric Project. Ms. Leopold oversees all of Dominion Energy’s operating units, which include power generation, transmission and distribution assets and local gas distribution companies serving approximately 7 million customers in seven states. Ms. Leopold’s leadership and management experience also serve to enrich and expand perspectives of the Board. | | Independent Director | | | Director Since: 2018 | | | Age: 57 | |

  9. Nominees

    | Anthony F. Markel | | | | Retired; Vice Chairman of the Company from 2008 to 2020; President and Chief Operating Officer from 1992 to 2008. Mr. Markel has been employed by the Company since 1964 and was a member of its senior leadership team when it went public, with a focus on operations. He has held numerous leadership positions in the insurance industry (including as a member of the Board of Governors of the Property Casualty Insurance Association of America from 2002 to 2009) and served as a director of Hilb, Rogal & Hobbs Company, another public company involved in the insurance business, before its acquisition by Willis Towers Watson. Mr. Markel provides an exceptional breadth of industry-relevant experience to the Board and its deliberations. | | Director Since: 1978 | | | Age: 82 | |

  10. Nominees

    | Steven A. Markel | | | | Chairman of the Board of the Company since May 2020; Vice Chairman from 1992 to 2020. Mr. Markel has been employed by the Company since 1975 and was a member of its senior leadership team in 1986, when it went public, with a focus on finance and investments. He also has served as a director of other public companies (Union First Market Bankshares Corporation and S&K Famous Brands). Mr. Markel’s knowledge of the Company’s financial operations and of the investment environment in which the Company operates contributes to the Board’s oversight and understanding of the Company’s financial position. | | Director Since: 1978 | | | Age: 75 | |

  11. Nominees

    | Harold L. Morrison, Jr. | | | | Retired; Senior Vice President, Chubb Group and Division President, Field Operations, North America Insurance of Chubb Insurance Company from 2016 to 2017. Mr. Morrison served as Executive Vice President of The Chubb Corporation, Chief Global Field Officer from 2008 to 2016. In 2011, he took on the additional role of Chief Administrative Officer, responsible for the company’s global field organization, worldwide human resources and administrative services. Mr. Morrison joined Chubb in 1984, and during the course of his career held a number of managerial and leadership positions with increasing responsibility. He is a proven industry leader who brings deep administrative and operational experience on a global level to the Board. | | Independent Director | | | Director Since: 2020 | | | Age: 66 | |

  12. Nominees

    | Michael O’Reilly | | | | Retired; Chairman of the Board of Alterra Capital Holdings Limited from May 2010 to May 2013. Mr. O’Reilly served as the Chairman of the Board of Harbor Point Limited, a predecessor of Alterra, from March 2010 to May 2010 and was its Deputy Chairman from 2005 to 2010. From 2002 to 2008, he was Vice Chairman of The Chubb Corporation and from 2002 to 2008, he was its Chief Financial Officer, having held various positions in the investment department of that company from 1969 until he assumed the position of Chief Investment Officer in 1986. With his experience, including serving as Vice Chairman and Chief Financial Officer of Chubb, one of the largest property and casualty insurance companies in the world, he is a significant contributor to the Board. | | Independent Director | | | Director Since: 2013 | | | Age: 80 | |

  13. Nominees

    | A. Lynne Puckett | | | | Retired; Senior Vice President and General Counsel, Celanese Corporation, February 2019 to February 2024. In this role, Ms. Puckett supported Celanese’s CEO and Chairman and Board of Directors in all legal matters, including merger and acquisition opportunities. She also served as Celanese’s head of ESG and Sustainability and chair of its ESG Council. From 2010 to February 2019, Ms. Puckett was Senior Vice President, General Counsel and Secretary of Colfax Corporation. Prior to joining Colfax, Ms. Puckett was a partner at Hogan Lovells, a large international law firm, where she handled a broad range of corporate and transactional matters from 1999 to 2010. Ms. Puckett serves as a member of the Board of Trustees and the Executive and Development Committees of the American Shakespeare Center. She has also served on several other non-profit boards, including the University of Maryland Marlene and Stewart Greenebaum Comprehensive Cancer Center and the Center for Refugee and Disaster Response at the Johns Hopkins Bloomberg School of Public Health. She brings a wealth of global experience and expertise in a number of key business areas, as well as important new perspectives that are invaluable to the Board. | | Independent Director | | | Director Since: 2020 | | | Age: 62 | |

  14. Compensation of Non-employee Directors

    Compensation of Non-employee Directors The following table sets forth compensation for the Company’s non-employee directors for 2023:

  15. Compensation of Non-employee Directors

    | Name | Fees Earned or Paid in Cash | Stock Awards | All Other Compensation | Total | | Mark M. Besca | $110,000 | $164,467 | $27,222 | $301,689 | | K. Bruce Connell | $110,000 | $164,467 | $65,000 | $339,467 | | Lawrence A. Cunningham | $110,000 | $164,467 | $14,722 | $289,189 | | Greta J. Harris | $110,000 | $164,467 | $15,000 | $289,467 | | Morgan E. Housel | $110,000 | $164,467 | $27,222 | $301,689 | | Diane Leopold | $110,000 | $164,467 | $25,147 | $299,614 | | Harold L. Morrison, Jr. | $110,000 | $164,467 | $6,111 | $280,578 | | Michael O. Reilly | $140,000 | $164,467 | $30,556 | $335,023 | | A. Lynne Puckett | $110,000 | $164,467 | $27,222 | $301,689 |

  16. Compensation of Non-employee Directors

    Annual Retainer Fee Upon election to the Board, each non-employee director is paid an annual retainer fee of $110,000 (or a pro-rated portion thereof if elected to the Board after the annual meeting of shareholders). The Lead Independent Director, Mr. O’Reilly, also receives an additional annual retainer fee of $30,000. The retainer fee is paid in cash, except to the extent the director chooses to receive the fee in the form of shares of the Company’s Common Stock. In addition, each non-employee director is reimbursed for expenses incurred in connection with attending meetings. In 2023, non-employee directors were eligible to participate, up to the total amount of the retainer fees received by the director, in the Non-Qualified Component of the 2020 Stock Purchase Plan (as defined below under “Employee Stock Purchase Plan”). Under the Non-Qualified Component, non-employee directors have the ability to purchase the Company’s Common Stock at a 10% discount. In 2023, Messrs. Besca, Cunningham, Housel and O’Reilly and Mses. Leopold and Puckett elected to receive their entire retainer fees, and Mr. Morrison elected to receive half of his retainer fee, in the form of shares of the Company’s Common Stock purchased under the 2020 Stock Purchase Plan. Annual Restricted Stock Award Upon election to the Board, each non-employee director also receives an annual grant of restricted stock valued at approximately $165,000 (or a pro-rated portion thereof if elected to the Board after the annual meeting of shareholders), calculated based on the fair market value of the Company’s Common Stock on the grant date and rounded up or down to the nearest whole share. All Other Compensation The “All Other Compensation” column in the table above includes:

  17. Compensation of Non-employee Directors

    | Name | Discount Received for Fees Paid in Sharesa | Matching Giftsb | Other Compensation | Total All Other Compensation | | Mark M. Besca | $12,222 | $15,000 | — | $27,222 | | K. Bruce Connell | — | $15,000 | $50,000c | $65,000 | | Lawrence A. Cunningham | $12,222 | $2,500 | — | $14,722 | | Greta J. Harris | — | $15,000 | — | $15,000 | | Morgan E. Housel | $12,222 | $15,000 | — | $27,222 | | Diane Leopold | $12,222 | $12,925 | — | $25,147 | | Harold L. Morrison, Jr. | $6,111 | — | — | $6,111 | | Michael O. Reilly | $15,556 | $15,000 | — | $30,556 | | A. Lynne Puckett | $12,222 | $15,000 | — | $27,222 |

  18. Compensation of Non-employee Directors

    | a | The amounts in this column represent the discount received by non-employee directors who elected to receive all or a portion of their retainer fees for 2023 in the form of shares of the Company’s Common Stock purchased under the 2020 Stock Purchase Plan as described above under “Annual Retainer Fee.” | | b | The amounts in this column represent the charitable contributions made by the Company that matched contributions made by non-employee directors in 2023 (up to $15,000). See “Summary Compensation Table” for the amounts of charitable contributions made by the Company to match contributions made by Thomas S. Gayner in 2023, and “Certain Transactions” for the amounts of charitable contributions made by the Company to match contributions made by Anthony F. Markel and Steven A. Markel, respectively, in 2023. | | c | This amount represents an additional annual fee of $50,000 paid in cash to Mr. Connell as compensation for his service as a non-executive director of the Company’s Bermuda insurance subsidiary for 2023. |

  19. Compensation of Non-employee Directors

    Stock Ownership Guidelines The Company places a strong emphasis on equity ownership by executive officers and other members of senior management and has extended that philosophy to its Board by adopting stock ownership guidelines for non-employee directors. The guidelines require non-employee directors to acquire and maintain ownership of Common Stock with a value at least equal to five times the annual cash retainer paid. Following an increase in the ownership requirement due to an increase in the annual cash retainer paid, the non-employee directors have five years to comply with the additional ownership expected to be held due to the annual cash retainer increasing. All shares acquired under the 2020 Stock Purchase Plan count toward ownership requirements along with any restricted stock granted but not vested. Purchased shares are valued at the higher of cost to the director or market. All current non-employee directors meet the guideline requirements.

  20. Compensation Philosophy

    Compensation Philosophy The Company’s current compensation philosophy is informed by our management philosophy, supplemented by on-going review of developments and trends in executive compensation practices and design. The Markel Style, a spirit of innovation, excellence, and teamwork, is the foundation of our way of working. Among other things, this involves trust and respect for the abilities of fellow decision makers, challenging the status quo and looking for better ways of doing things. Our compensation framework and its intended purpose is based on the following principles and objectives: •Long-Term Perspective: Our overriding perspective is a long-term one, and correspondingly we believe in using performance metrics based over a multi-year period to incent long-term decision making and the creation of shareholder value. •Ownership Mentality: We believe granting performance-based incentive compensation in the form of Restricted Stock Units (RSUs) to senior leaders including all executive officers using multi-year performance metrics aligns their interests with those of our shareholders. We also expect executive officers to amass and maintain a meaningful amount of stock ownership in the Company. •Pay for Performance: Our compensation programs are designed to incent and reward superior performance. Payouts under the various programs vary with performance against annual Company goals, individual objectives and long-term metrics. We believe that performance-based incentive compensation should comprise the vast majority of executive officer target compensation. Significant differentiation of reward based on performance levels is strongly encouraged across the Company. •Industry Competitive: Total rewards must be competitive in the markets where we compete for talent in order to attract, motivate, reward and retain high quality individuals at all levels. Compensation should fairly reflect an employee’s level of responsibility, authority and contribution. •Global standards: In support of the global nature of our business, our compensation frameworks and programs are designed to provide alignment and integration across the geographies in which we operate. The following discussion summarizes our executive compensation setting process and examines each of the key elements of compensation, how they are determined, and how they fit within the overall compensation structure.

  21. Compensation Setting Process

    Compensation Setting Process The Compensation Committee annually reviews and, if appropriate, resets the compensation of the Company’s executive officers. The Compensation Committee has not retained a compensation consultant to assist it in determining appropriate compensation levels and has not engaged in any formal benchmarking processes. The Committee has instead relied on the general knowledge, experience, and good judgment of its members, both with regard to competitive compensation levels and the relative success that has been achieved by the Company, as well as information available to the members of the Compensation Committee from sources both within and outside the Company, including data, analysis and recommendations presented by senior management in consultation with an outside compensation consultant engaged by senior management. In addition, the Compensation Committee takes into account, among other factors: level of experience; individual areas of responsibility; the Company’s operating performance; and total compensation opportunities relative to compensation opportunities of other members of management of the Company and its subsidiaries. In 2023, senior management engaged Compensation Advisory Partners LLC (CAP) as a compensation consultant to management to provide current market research and analyses against which executive compensation programs and proposals could be evaluated. Senior management worked with CAP to make recommendations to the Compensation Committee regarding executive compensation that are consistent with the Company’s objectives. CAP shared market data with senior management, and, in turn, senior management presented data, analysis and recommendations to the Compensation Committee for review and consideration. CAP did not engage directly with the Compensation Committee or the Board. Each year, management provides the Compensation Committee with updated market information for each executive officer’s compensation. The market information is based on a peer group, which is discussed further below. The peer group data, including data drawn from proxy statement disclosures for named executive officers and survey data for other executives, is used to create percentile comparisons for each executive’s base salary, total cash compensation (base salary plus annual cash incentives) and total direct compensation (base salary plus annual cash incentives plus all long-term incentive awards). The Compensation Committee considers this peer group information as part of its assessment of any proposed adjustments to executive compensation. With input and recommendations from CAP, senior management identified a peer group of 22 companies for use in connection with developing recommendations for the Compensation Committee for compensation practices, design and pay levels for 2023. This peer group, set forth below, was presented to the Compensation Committee.

  22. Compensation Setting Process

    Factors considered in determining this peer group included: •Balancing the peer group with an appropriate mix of property and casualty (P&C), multi-line insurance, reinsurance, and multi-sector holding companies; •Including broader market multi-industry companies (i.e., conglomerates/holding companies, capital allocators); and •Identifying companies with similar business mix and model, revenues and market capitalization within an appropriate range. Peer group data is only one of many factors the Compensation Committee considers in determining executive compensation. Neither senior management, nor the Compensation Committee, targets a specific percentile for any element of compensation or for total compensation, nor does senior management, or the Compensation Committee, target any particular mix of base salary, annual cash incentive compensation, and long-term equity incentive compensation. Management occasionally provides the Compensation Committee with additional relevant market information, such as emerging compensation trends or the type and prevalence of incentive metrics. For 2024, management recommended, and the Compensation Committee approved, modifying the peer group by removing Aflac Incorporated, Alleghany Corporation, BlackRock, Inc., Cincinnati Financial Corporation, CNA Financial Corporation and Jefferies Financial Group Inc.

  23. Incentive Compensation

    Incentive Compensation The Company’s incentive compensation program for executive officers generally consists of two elements-annual cash incentive compensation paid under the Executive Bonus Plan (the Non-Equity Incentive Plan) and RSUs issued under the 2016 Equity Incentive Compensation Plan (the 2016 Equity Incentive Plan). All executive officers participated in the Non-Equity Incentive Plan (other than Mr. Costanzo) and were eligible to receive RSUs for 2023 performance. Awards to the named executive officers under both the Non-Equity Incentive Plan (other than Mr. Costanzo) and the 2016 Equity Incentive Plan for 2023 performance were subject to the achievement of pre-established performance goals based on two equally-weighted performance criteria: (1) the compound annual growth rate (CAGR) in the Company’s book value per share, and (2) the CAGR in the Company’s closing stock price (total shareholder return), both over the five-year period from 2019 to 2023. The Company believes that consistent increases in book value enhance the value of the Company and, over time, benefit shareholders through higher stock prices. For this reason, in 2023, the Company used growth in book value per share as a performance metric (which includes all underwriting, operating, and investing results) over a period of five years. The calculations of the CAGR in book value per share may be modified by the Compensation Committee to reflect transactions not in the ordinary course which may affect book value, including, but not limited to, share issuances or conversions, share repurchases, dividends, and capital or other transactions affecting book value. Use of the metric of growth in total shareholder return is meant to acknowledge the participants’ role in formulating and implementing the long-term strategic direction and initiatives of the Company (including the allocation of capital) in consultation with the Board. As the Company has continued to expand and diversify its operations beyond underwriting and investing, the Compensation Committee recognizes that book value per share does not capture all of the economic value in the Company’s business, as a growing portion of the Company’s operations are not recorded at fair value or otherwise captured in book value. In particular, total shareholder return is meant to more appropriately capture the intrinsic value of the Company’s Markel Ventures operations, whose value arguably is not captured in the Company’s book value due to the fact that Markel Ventures companies are not represented on the Company’s balance sheet at “market” but instead at historic cost. Since 2005, the Company has acquired controlling interests in a diverse portfolio of businesses that operate in a variety of industries through its wholly owned subsidiary Markel Ventures, Inc. For the 2023 performance year, the CAGR in total shareholder return was calculated using the Company’s closing Common Stock price on December 31, 2018 and comparing it to the Company’s closing Common Stock price on December 31, 2023. The five-year performance period underscores the Company’s long-term perspective and incents and rewards long-term, rather than short-term, decision making and behavior and provides balance between line of sight for actions currently being taken and a long-term perspective in managing the Company’s operations. In addition, using a longer-term measurement period does not encourage the taking of excessive or unnecessary risks in order to earn incentive compensation. The Compensation Committee believes using such a performance period aligns management’s interests with those of shareholders who are interested in long-term value creation. The named executive officers have the potential to receive a majority of their total compensation in the form of incentive compensation. Moreover, if the Company achieves excellent performance over a multi-year period, a substantial majority of their total compensation would be in the form of incentive compensation. All incentive-based compensation received by the named executive officers is subject to the Markel Group Compensation Recovery Policy. See “Compensation Recovery Policy” below. Non-Equity Incentive Plan The Non-Equity Incentive Plan was approved in May 2018 by the Board upon the recommendation of the Compensation Committee. The Non-Equity Incentive Plan is administered by the Compensation Committee. The Compensation Committee has the power and complete discretion to select eligible employees to receive awards thereunder and to determine the type of award and its terms and conditions in accordance with the Non-Equity Incentive Plan. Executive officers of the Company who the Compensation Committee determines have contributed or who can be expected to contribute significantly to the Company are eligible to receive awards under the Non-Equity Incentive Plan. The performance criteria for 2023 for the named executive officers (other than Mr. Costanzo) were based on growth in book value per share and total shareholder return. The table below under “Performance-Based Non-Equity Awards and Equity Awards - Performance Criteria” sets forth the performance criteria grid approved by the Compensation Committee for determining the performance modifiers to be used to calculate the cash awards payable for 2023 performance based on various levels of growth in book value per share and total shareholder return and shows the potential value of cash awards, expressed as a percentage of target potential. The performance modifiers and the target potential for each named executive officer for the 2023 performance year were as set forth in the award table below under “Payouts for 2023 Performance.” The named executive officers receive the appropriate payment at the end of the performance period if, as applicable, the performance criteria and other terms and conditions of the award are met. Awards are payable in cash. The Compensation Committee reserves sole discretion in the case of growth in book value per share or total shareholder return under 6% in determining if cash awards are merited and, if so, in determining the performance modifier(s), subject to a cap of 20% of target potential, to be used to calculate such cash awards. The Compensation Committee also may approve, in its sole discretion, additional cash awards in the case of growth in book value per share or total shareholder return equal to or exceeding 17% or other supplemental cash awards, including awards made outside of the Non-Equity Incentive Plan, under other special circumstances. See “Cash Incentive Compensation for Brian J. Costanzo” below for discussion of Mr. Costanzo’s cash incentive compensation. See “Compensation for Teresa S. Gendron” below for discussion of Ms. Gendron’s cash incentive compensation. Equity Incentive Plan

  24. Incentive Compensation

    The 2016 Equity Incentive Plan was approved by shareholders in May 2016 at the Company’s 2016 Annual Meeting of Shareholders. The 2016 Equity Incentive Plan is administered by the Compensation Committee. The Compensation Committee has the power and complete discretion to select eligible employees who are executive officers to receive equity awards made thereunder and to determine the type of award and its terms and conditions in accordance with the 2016 Equity Incentive Plan. Executive officers of the Company who the Compensation Committee determines have contributed or who can be expected to contribute significantly to the Company are eligible to receive equity awards under the 2016 Equity Incentive Plan. The Compensation Committee has delegated to the Company’s CEO, Executive Vice President, and President, Markel Insurance, the authority to select eligible employees who are not executive officers to participate in the 2016 Equity Incentive Plan at set levels based on the employee’s position within the Company’s career framework for such employees. The Committee has further delegated authority to these persons to issue discretionary equity awards for newly-hired and current employees up to a certain dollar amount. The performance criteria for 2023 for the named executive officers related to growth in book value per share and total shareholder return. The Compensation Committee approved performance-based equity awards, payable in RSUs, in February 2023 for the named executive officers, as well as other members of management of the Company and its subsidiaries. The table below under “Performance-Based Non-Equity Awards and Equity Awards - Performance Criteria” sets forth the performance criteria grid approved by the Compensation Committee for determining the performance modifiers to be used to calculate the equity awards payable for 2023 performance based on various levels of growth in book value per share and total shareholder return and shows the potential value of equity awards, expressed as a percentage of target potential. The performance modifiers and the target potential for each named executive officer for the 2023 performance year were as set forth in the award table below under “Payouts for 2023 Performance.” Equity awards are payable in RSUs. Each RSU represents the right to receive one share of Common Stock. After an RSU is granted, the RSU is subject to a vesting schedule, usually cliff vesting after a three-year period. Paying a substantial portion of incentive compensation in RSUs has the advantage of both increasing the named executive officers’ equity ownership in the Company (which is aligned with the Company’s emphasis on equity ownership by employees) and furnishing a retention incentive (i.e., the named executive officer must remain employed by the Company in order to be assured of vesting in the stock, subject to certain exceptions). The Compensation Committee reserves sole discretion in the case of growth in book value per share or total shareholder return under 6% in determining if equity awards are merited and, if so, in determining the performance modifier(s), subject to a cap of 20% of target potential, to be used to calculate such equity awards. The Compensation Committee also may approve, in its sole discretion, additional equity awards in the case of growth in book value per share or total shareholder return equal to or exceeding 17% or other supplemental equity awards under other special circumstances. Participating executive officers may elect to defer the issuance of Common Stock upon the vesting of RSU awards. The 2016 Equity Incentive Plan does not allow for stock options or stock appreciation rights. See “Compensation for Teresa S. Gendron” below for discussion of Ms. Gendron’s equity incentive compensation. Payouts for 2023 Performance The five-year CAGR in the Company’s book value per share from January 1, 2019 through December 31, 2023, taking into account adjustments for share repurchases and other equity account transactions, was 11%, and the five-year CAGR in the Company’s total shareholder return from January 1, 2019 through December 31, 2023, was 6%. Based on the performance grids set forth below under “Performance-Based Non-Equity Awards and Equity Awards - Performance Modifiers,” the performance modifier used to determine awards for the named executive officers under the Non-Equity Incentive Plan (other than Mr. Costanzo and Ms. Gendron) and the 2016 Equity Incentive Plan (other than Ms. Gendron) for 2023 performance was 75%, determined as follows: the performance modifier (expressed as a percentage of target potential) for each individual performance criteria (book value per share and total shareholder return) were added together to arrive at the total award performance modifier (expressed as a percentage of target potential):

  25. Incentive Compensation

    | | Target Potential Expressed as a Percentage of Base Salary* | | Actual Award Expressed as a Percentage of Base Salary (calculation below)* | | | Name | Cash Award | Equity Award | Cash Payout | Equity Grant | | Thomas S. Gayner | 200% | 500% | 150% | 375% | | | | | (75% x 200%) | (75% x 500%) | | Michael R. Heaton | 150% | 200% | 113% | 150% | | | | | (75% x 150%) | (75% x 200%) | | Jeremy A. Noble | 150% | 200% | 113% | 150% | | | | | (75% x 150%) | (75% x 200%) | | Richard R. Grinnan | 100% | 150% | 75% | 113% | | | | | (75% x 100%) | (75% x 150%) | | Brian J. Costanzo** | ** | 50% | ** | 38% | | | | | ** | (75% x 50%) | | Teresa S. Gendron*** | 100% | 150% | 100% | 150% | | | | | (100% x 100%) | (100% x 150%) | | * For the 2023 performance year, the Compensation Committee approved an increase in the target potential for cash awards: (i) for Mr. Gayner, from 150% to 200%; and (ii) for each of Messrs. Heaton and Noble, from 100% to 150%. The Compensation Committee also approved an increase in target potential for equity awards for the 2023 performance year for Mr. Gayner, from 400% to 500%. | | | | | | ** For Mr. Costanzo: (i) target potential and actual cash and equity awards are expressed as a percentage of eligible earnings, rather than a percentage of base salary; and (ii) target cash award and actual cash payout were based on a personal performance factor, a department goal modifier, and the Markel Modifier. See “Cash Incentive Compensation for Brian J. Costanzo” below for discussion of Mr. Costanzo’s cash incentive compensation. | | | | | | *** See “Compensation for Teresa S. Gendron” below for discussion of Ms. Gendron’s incentive compensation for 2023. | | | | |

  26. Retention Awards

    Retention Awards For recruitment and retention purposes, grants of RSUs have been made from time to time as circumstances warrant. Other than discretionary RSU awards discussed under “Discretionary Equity Awards” below, no retention awards were made in 2023 to any of the Company’s named executive officers. Discretionary Equity Awards On May 16, 2023, the Compensation Committee awarded to Messrs. Gayner, Heaton, Noble, Grinnan and Costanzo one-time discretionary equity awards, payable in RSUs, having a grant date value as identified in the following chart. The equity awards are time-based, with all of the RSUs vesting on May 16, 2026 if the recipient remains employed through that date (subject to the terms of the awards). The Compensation Committee approved these equity awards in conjunction with, and subject to, each executive (other than Mr. Costanzo) entering an amended and restated employment agreement that extended the term of each executive’s employment agreement with the Company through December 31, 2026, with automatic renewals for additional terms of one year thereafter unless either party gives 90 days’ notice of non-renewal (see “Employment Agreements” below).

  27. Retention Awards

    | | 2023 Discretionary Equity Awards | | | Name | Grant Date Value | Vesting Date | | Thomas S. Gayner | $1,449,607 | May 16, 2026 | | Michael R. Heaton | $499,490 | May 16, 2026 | | Jeremy A. Noble | $499,490 | May 16, 2026 | | Richard R. Grinnan | $350,186 | May 16, 2026 | | Brian J. Costanzo | $39,362 | May 16, 2026 |

  28. Cash Incentive Compensation for Brian J. Costanzo

    Cash Incentive Compensation for Brian J. Costanzo Mr. Costanzo participated in the Markel Non-Underwriter Bonus Plan in 2023. The Non-Underwriter Bonus Plan is administered by management. The performance criteria for Mr. Costanzo was based on personal performance, department performance and the Markel Modifier, which is a payout percentage based on the Company’s combined ratio. For the 2023 performance year, Mr. Costanzo had an initial cash award target of 75% of eligible earnings, which increased to 100% of eligible earnings upon his promotion to Chief Financial Officer of the Company’s Insurance operations. A personal performance factor of 125%, department modifier of 100%, and Markel Modifier of 75% were applied to Mr. Costanzo’s cash award which resulted in a cash payout at 94% of target. Mr. Costanzo’s cash award for 2023 was approved by the Compensation Committee.

  29. Compensation for Teresa S. Gendron

    Compensation for Teresa S. Gendron Teresa S. Gendron became the Company’s Chief Financial Officer effective March 20, 2023. Ms. Gendron entered into an employment agreement and a sign-on bonus and reimbursement agreement with the Company, which were approved by the Compensation Committee. Under the agreements she was: •Entitled to an annual base salary of not less than $650,000; •Received a sign-on bonus of $395,000 in exchange for continuous full-time service to the Company for two years, with any unearned portions of the sign-on bonus repayable to the Company upon specified events; •Eligible for an annual cash incentive bonus, subject to performance conditions approved by the Compensation Committee of the Company’s Board, with no proration and a guaranteed minimum payout at a target of 100% of base salary for 2023; and •Eligible for an annual equity incentive award, subject to the approval of the Compensation Committee, with no proration and a guaranteed minimum payout at a minimum target grant date value of 150% of base salary for 2023. The other terms of Ms. Gendron’s employment agreement were substantially the same as those for the Company’s other executive officers and are described herein under “Employment Agreements” and “Potential Payments upon Termination or Change in Control.” Ms. Gendron also received a relocation package under which the Company agreed to cover qualifying expenses associated with her relocation to Richmond, Virginia and temporary travel and accommodation in Richmond, Virginia, from her start date through the date of her relocation in September 2023. The Company reimbursed $45,980 in relocation expenses during 2023. Ms. Gendron must submit any additional relocation expenses for reimbursement, up to $750,000, by September 30, 2024. On December 14, 2023, Ms. Gendron and the Company mutually agreed on a departure date of December 31, 2023, and she ceased to serve as Chief Financial Officer effective December 18, 2023. Ms. Gendron’s departure was not the result of any disagreement with the Company with respect to any matter relating to the financial controls, financial statements or any other operations, policies or practices of the Company. Under Ms. Gendron’s employment agreement, provided she complies with the confidentiality, non-competition and non-solicitation covenants, and other applicable terms and conditions, therein: (i) the Company will continue to pay her annual base salary ($650,000) and provided the option to continue coverage under the Company’s group health plan for twenty four months (at an estimated cost of $13,738), which she declined, and (ii) she will be entitled to a lump sum payment equal to the amount of her target annual cash incentive bonus ($650,000), payable within 30 days following each of the first and second anniversaries of her termination date. In addition, her RSU award for 2023 became fully vested at the target amount ($975,000) as of the grant date. Ms. Gendron was entitled to retain the full amount of her sign-on bonus under the terms of her sign-on bonus and reimbursement agreement. The Compensation Committee approved the terms of Ms. Gendron’s agreements and her separation.

  30. Employment Agreements

    Employment Agreements The Company has entered into employment agreements with each of the named executive officers using a form of employment agreement for the Company’s executive officers approved by the Compensation Committee. On May 26, 2023, the Company entered amended and restated employment agreements with the named executive officers, other than Mr. Costanzo. Each amended and restated agreement updated the name of the Company from Markel Corporation to Markel Group Inc., extended the end of the initial term under the prior agreement for each executive from December 31, 2024 to December 31, 2026, and automatically renews for additional one-year terms unless the Company or the executive gives 90 days’ notice of non-renewal. In addition, each amended and restated agreement now includes a reference to the Company’s incentive-based compensation recoupment/clawback policy. Other than these changes, each amended and restated agreement has substantially the same terms and conditions as the prior agreement for each executive. An employment agreement was entered with Mr. Costanzo on December 18, 2023, upon his appointment as the Company’s Chief Financial Officer. Each of the employment agreements provides assurances to the Company with regard to the availability of the named executive officer’s services, provides protection for the Company’s confidential information and trade secrets, and restricts the ability of the named executive officers to compete with the Company during their employment and after its termination. In return, the named executive officers are provided assurances with regard to salary, other compensation and benefits, as well as severance benefits if their employment is terminated by the Company other than for “cause.” For this purpose, “cause” includes neglect of duties; willful misconduct; conduct that may result in material injury to the reputation of the Company; active disloyalty; inability to maintain or obtain required regulatory approvals; or breach of obligations relating to confidential information, trade secrets or restrictions on competing with the Company. In addition, each of the named executive officers is provided additional assurances following a change in control. In such a situation, they would receive enhanced severance benefits, but only if their employment were terminated without cause or if they chose to terminate their employment for “good reason.” See “Potential Payments Upon Termination or Change in Control” for a description of the benefits payable and for definitions of these terms. This additional “double trigger” protection has been provided to these executives because they are considered more vulnerable in a change in control context due to their positions with the Company, their relative levels of equity ownership and the stage of their careers. None of the employment agreements with the named executive officers include provisions for tax gross-ups, in respect of the “parachute payment” tax imposed by Section 280G of the Code or otherwise.

  31. Tax and Accounting Treatment

    Tax and Accounting Treatment Section 162(m) of the Code imposes a $1,000,000 limit on the amount of compensation that will be deductible for U.S. tax purposes by the Company with respect to the Chief Executive Officer, the Chief Financial Officer, and the three other most highly compensated executive officers (each a Covered Employee). In addition, once an individual becomes a Covered Employee for any taxable year beginning after December 31, 2016, that individual will remain a Covered Employee for all future years. The Tax Cuts and Jobs Act eliminated the exception for performance-based compensation to the Section 162(m) deduction limit, effective for taxable years beginning after December 31, 2017. As a result, compensation paid to a Covered Employee in excess of $1,000,000 will not be deductible unless it qualifies for transition relief under the Tax Cuts and Jobs Act. Compensation expense with respect to RSUs is fixed for accounting purposes based on the fair value of the award at the grant date, i.e., the date on which the Compensation Committee determines the number of RSUs to be awarded. The compensation expense generally is recognized over the period ending when the awards vest.

  32. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table provides compensation information for the Company’s PEO, PFOs and other named executive officers for services in their capacities as such for 2023 and preceding years, as applicable.

  33. SUMMARY COMPENSATION TABLE

    | Name and Principal Positiona | Year | Salary | Bonus | Stock Awardsb | Non-Equity Incentive Plan Compensationc | All Other Compensationd | Total Compensation | | Thomas S. Gayner Chief Executive Officer | 2023 | $1,050,000 | — | $5,387,107 | $1,575,000 | $56,184 | $8,068,291 | | | 2022 | $1,050,000 | — | $2,100,000 | $787,500 | $53,934 | $3,991,434 | | | 2021 | $1,043,269 | — | $2,362,500 | $1,181,250 | $37,584 | $4,624,603 | | Michael R. Heaton Executive Vice President and Chief Operating Officer | 2023 | $775,000 | — | $1,661,990 | $871,875 | $45,510 | $3,354,375 | | | 2022 | $639,904 | — | $650,000 | $325,000 | $43,260 | $1,658,164 | | | 2021 | $520,673 | — | $431,250 | $431,250 | $26,896 | $1,410,069 | | Jeremy A. Noble President, Insurance | 2023 | $775,000 | — | $1,661,990 | $871,875 | $45,510 | $3,354,375 | | | 2022 | $643,269 | — | $650,000 | $325,000 | $43,260 | $1,661,529 | | | 2021 | $593,269 | — | $675,000 | $450,000 | $28,993 | $1,747,262 | | Richard R. Grinnan Senior Vice President, Chief Legal Officer and Secretary | 2023 | $593,269 | — | $1,025,186 | $450,000 | $49,860 | $2,118,315 | | | 2022 | $543,269 | — | $412,500 | $275,000 | $30,189 | $1,260,958 | | Brian J. Costanzo Chief Financial Officer | 2023 | $367,181 | — | $175,973 | $341,528 | $31,256 | $915,938 | | Teresa S. Gendron former Chief Financial Officer | 2023 | $512,500 | $395,000e | $975,000 | $650,000 | $71,935 | $2,604,435 |

  34. SUMMARY COMPENSATION TABLE

    | a | In accordance with applicable rules of the SEC, the Summary Compensation Table omits information regarding group life, health, hospitalization and medical reimbursement plans that do not discriminate in scope, terms or operation in favor of executive officers and that are available generally to all salaried employees. | | b | With the exception of Ms. Gendron, the amounts shown under “Stock Awards” are RSUs awarded based on the achievement of performance goals or for recruitment or retention purposes from time to time as circumstances warrant. The amounts represent the fair value of the awards determined at the date of grant and recognized by the Company for financial reporting purposes under FASB ASC Topic 718, Compensation-Stock Compensation. The performance-based RSUs awarded for the 2023 performance year were granted February 20, 2024. Discretionary equity awards, in the form of RSUs, for retention purposes were awarded May 16, 2023 to Messrs. Gayner, Heaton, Noble, Grinnan and Costanzo. See “Discretionary Equity Awards” for discussion and details of these discretionary awards. See “Compensation for Teresa S. Gendron” for discussion of Ms. Gendron’s compensation. | | c | The amounts shown under “Non-Equity Incentive Plan Compensation” are annual cash awards earned by the Company’s named executive officers (other than Mr. Costanzo) under the Non-Equity Incentive Plan for the relevant performance years. The cash awards for the 2023 performance year were paid in March 2024. See “Grants of Plan-Based Awards” below for a discussion of these payments and to compare amounts actually paid out as reflected in the Summary Compensation Table with potential payouts at various performance levels. See “Cash Incentive Compensation for Brian J. Costanzo” above for discussion of Mr. Costanzo’s cash incentive compensation for 2023. | | d | The amounts shown under “All Other Compensation” for 2023 include the following: |

  35. SUMMARY COMPENSATION TABLE

    | Name | 401(k) Plan Match 1 | Life Insurance Premiums | Matching Gifts 2 | Total All Other Compensation 3 | | Thomas S. Gayner | $29,700 | $11,484 | $15,000 | $56,184 | | Michael R. Heaton | $29,700 | $810 | $15,000 | $45,510 | | Jeremy A. Noble | $29,700 | $810 | $15,000 | $45,510 | | Richard R. Grinnan | $29,700 | $5,160 | $15,000 | $49,860 | | Brian J. Costanzo | $29,700 | $1,556 | — | $31,256 | | Teresa S. Gendron | — | $955 | — | $71,9354 |

  36. SUMMARY COMPENSATION TABLE

    | | 1 | The amounts in this column represent the contributions made by the Company under the Company’s Retirement Saving (401(k)) Plan for each named executive officer. | | | 2 | The amounts in this column represent the charitable contributions made by the Company that matched contributions made by named executive officers in 2023. | | | 3 | Each of the named executive officers (other than Ms. Gendron) received less than $10,000 in perquisites and personal benefits in 2023, and thus no amounts are included as permitted by applicable SEC rules. The named executive officers reimbursed the Company for the Company’s incremental cost related to any personal travel on aircraft chartered by the Company, and thus no amounts are included because there was no incremental cost to the Company. On occasion during 2023, if seating was available, certain of the named executive officers were accompanied by a spouse or significant other on business trips using an aircraft chartered by the Company, but no amounts are included because there was no incremental cost to the Company. Ms. Gendron received reimbursement of $45,980 for relocation expenses. | | | 4 | In connection with Ms. Gendron’s mutually agreed separation, she received $25,000 in additional base salary for the full notice period under her employment agreement. | | e | Sign-on bonus under Ms. Gendron’s sign-on and retention bonus reimbursement agreement. See “Compensation for Teresa S. Gendron” for discussion of Ms. Gendron’s compensation. | |

  37. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS

  38. GRANTS OF PLAN-BASED AWARDS

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awardsa | | | Estimated Possible Payouts Under Equity Incentive Plan Awardsb | | | All Other Stock Awards: Number of Units | Grant Date Fair Value of Stock Awards | | Name | Grant Date | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | Thomas S. Gayner | 2/14/2023 | $840,000 | $2,100,000 | $4,200,000 | $2,100,000 | $5,250,000 | $10,500,000 | | | | | 5/16/2023 | | | | | $1,450,000 | | | $1,449,607 | | | 2/20/2024 | | | | | | | 2,710 | $3,937,982 | | Michael R. Heaton | 2/14/2023 | $465,000 | $1,162,500 | $2,325,000 | $620,000 | $1,550,000 | $3,100,000 | | | | | 5/16/2023 | | | | | $500,000 | | | $499,490 | | | 2/20/2024 | | | | | | | 800 | $1,162,504 | | Jeremy A Noble | 2/14/2023 | $465,000 | $1,162,500 | $2,325,000 | $620,000 | $1,550,000 | $3,100,000 | | | | | 5/16/2023 | | | | | $500,000 | | | $499,490 | | | 2/20/2024 | | | | | | | 800 | $1,162,504 | | Richard R. Grinnan | 2/14/2023 | $240,000 | $600,000 | $1,200,000 | $360,000 | $900,000 | $1,800,000 | | | | | 5/16/2023 | | | | | $350,000 | | | $350,186 | | | 2/20/2024 | | | | | | | 465 | $675,705 | | Brian J. Costanzo | 2/14/2023 | $255,007c | $364,296 | $710,377 | $72,859 | $182,148 | $364,296 | | | | | 5/16/2023 | | | | | $40,000 | | | $39,362 | | | 2/20/2024 | | | | | | | 94 | $136,594 | | Teresa S. Gendron | 2/14/2023 | | $650,000d | $1,300,000 | | $975,000 | $1,950,000 | | | | | 2/20/2024 | | | | | | | 671e | $975,050 |

  39. GRANTS OF PLAN-BASED AWARDS

    | a | For 2023, non-equity incentive plan awards for the named executive officers (other than Mr. Costanzo) were subject to a cap of 200% of target potential, which is the amount shown under the “Maximum” column. The Compensation Committee reserves the right to reduce the maximum amount payable in its discretion. In addition, the Compensation Committee reserves sole discretion in the case of growth in book value per share or total shareholder return under 6% in determining if cash awards are merited and, if so, in determining the performance modifier(s), subject to a cap of 20% of target potential, to be used to calculate such cash awards. The Compensation Committee also may approve, in its sole discretion, additional cash awards in the case of growth in book value per share or total shareholder return equal to or exceeding 17% or other supplemental cash awards, including awards made outside of the Non-Equity Incentive Plan, under other special circumstances. | | b | The number of RSUs awarded is determined by dividing the dollar amount by the fair market value of Common Stock on the date that the Compensation Committee certifies that the performance goals, if any, have been met, or on the date of such award if not subject to any performance goals. For 2023, awards under the 2016 Equity Incentive Plan (other than the May 16, 2023 discretionary, time-based RSU awards) for the named executive officers were subject to a cap of 200% of target potential, which is the amount shown under the “Maximum” column. The Compensation Committee reserves the right to reduce the maximum amount payable in its discretion. In addition, the Compensation Committee reserves sole discretion in the case of growth in book value per share or total shareholder return under 6% in determining if equity awards are merited and, if so, in determining the performance modifier(s), subject to a cap of 20% of target potential, to be used to calculate such equity awards. The Compensation Committee also may approve, in its sole discretion, additional equity awards in the case of growth in book value per share or total shareholder return equal to or exceeding 17% or other supplemental equity awards under other special circumstances. See “Discretionary Equity Awards” above for a description of the May 16, 2023 discretionary, time-based RSU awards. | | c | Mr. Costanzo’s non-equity incentive plan award threshold payout assumes a Markel Modifier of 70%, and his maximum payout assumes a Markel Modifier of 150% and a personal performance modifier of 130%. Mr. Costanzo’s non-equity incentive plan award and equity incentive plan award were based on eligible earnings for 2023, rather than base salary. See “Cash Incentive Compensation for Brian J. Costanzo” for a discussion of Mr. Costanzo’s cash incentive compensation. | | d | Pursuant to the terms of her employment agreement, Ms. Gendron’s awards were guaranteed minimum payouts at target for 2023. See “Compensation for Teresa S. Gendron” for discussion of Ms. Gendron’s compensation. | | e | Ms. Gendron’s RSU award for 2023 became fully vested as of the grant date. |

  40. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

  41. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | Stock Awards | | | Name | Number of Shares or Units of Stock That Have Not Vesteda | Market Value of Shares or Units of Stock That Have Not Vestedb | | Thomas S. Gayner | 4,500c | $6,389,550 | | Michael R. Heaton | 1,284 | $1,823,152 | | Jeremy A. Noble | 1,385 | $1,966,562 | | Richard R. Grinnan | 861 | $1,222,534 | | Brian J. Costanzo | 152 | $215,825 | | Teresa S. Gendron | — | — |

  42. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | a | See table included under “Discussion” below for the applicable vesting schedules. | | b | Values are based on the closing price of shares of Common Stock on December 31, 2023 ($1,419.90 per share). | | c | Does not include 1,112 RSUs that have not been settled in shares to Mr. Gayner at December 31, 2023, but which pursuant to a retention award made in May 2010 have vested. These RSUs will be settled in shares following termination of employment. Violation of non-competition agreements contained in the award agreement may result in cancellation of the award, even after vesting. |

  43. OPTION EXERCISES AND STOCK VESTED

    OPTION EXERCISES AND STOCK VESTED RSUs vested for the named executive officers in the following amounts during the last fiscal year.

  44. OPTION EXERCISES AND STOCK VESTED

    | | Stock Awards | | | | | Name | Number of Shares Acquired on Vestinga | | Value Realized on Vestingb | | | Thomas S. Gayner | — | c | — | c | | Michael R. Heaton | 291 | | $407,775 | | | Jeremy A. Noble | — | d | — | d | | Richard R. Grinnan | 323 | | $452,617 | | | Brian J. Costanzo | 47 | | $65,861 | |

  45. OPTION EXERCISES AND STOCK VESTED

    | a | Reflects shares receivable upon vesting of RSUs before payment of applicable withholding taxes. | | b | Values are based on the closing price of shares of Common Stock on the vesting date ($1,401.29 per share on December 5, 2023). | | c | RSUs vested for Mr. Gayner in December 2023. Mr. Gayner deferred receipt of the shares issuable in December 2023 in respect of the vested RSUs. Had receipt not been deferred, Mr. Gayner would have received 1,941 shares having fair market value of $2,719,904, subject to payment of applicable withholding taxes. | | d | RSUs vested for Mr. Noble in December 2023. Mr. Noble deferred receipt of the shares issuable in December 2023 in respect of the vested RSUs. Had receipt not been deferred, Mr. Noble would have received 534 shares having fair market value of $748,289, subject to payment of applicable withholding taxes. |

  46. NONQUALIFIED DEFERRED COMPENSATION

    NONQUALIFIED DEFERRED COMPENSATION

  47. NONQUALIFIED DEFERRED COMPENSATION

    | Name | Executive Contributions in Last Fiscal Year | Aggregate Earnings in Last Fiscal Year | Aggregate Withdrawals/ Distributions in Last Fiscal Year | Aggregate Balance at December 31, 2023 | | Thomas S. Gaynera | $2,719,904 | $1,996,315 | ($64,459)b | $29,880,376c | | Jeremy A. Nobled | $748,289 | $9,696 | ($18,217)e | $739,768 |

  48. NONQUALIFIED DEFERRED COMPENSATION

    | a | Mr. Gayner has deferred receipt of shares issuable in respect to RSUs that vested in 2023 and prior years. The aggregate number of deferred shares at December 31, 2023 was 19,932 net of withholding taxes, which are valued based on the closing price of a share of Common Stock on December 31, 2023 ($1,419.90 per share). The deferred shares will be distributed based on Mr. Gayner’s elections. | | b | Mr. Gayner deferred receipt of shares issuable in respect to RSUs that vested in December 2023, and the amount shown for Mr. Gayner in this column represents 46 shares withheld for withholding taxes. Value is based on the closing price of a share of Common Stock on the vesting date ($1,401.29 per share on December 5, 2023). | | c | Includes 1,112 RSUs for Mr. Gayner that have not been settled in shares at December 31, 2023, but which pursuant to a retention award made in May 2010 have vested. The remaining 1,112 RSUs will be settled in shares following termination of employment. | | d | Mr. Noble has deferred receipt of shares issuable in respect to RSUs that vested in 2023. The number of deferred shares at December 31, 2023 was 521 net of withholding taxes, which are valued based on the closing price of a share of Common Stock on December 31, 2023 ($1,419.90 per share). The deferred shares will be distributed based on Mr. Noble’s elections. | | e | Mr. Noble deferred receipt of shares issuable in respect to RSUs that vested in December 2023, and the amount shown for Mr. Noble in this column represents 13 shares withheld for withholding taxes. Value is based on the closing price of a share of Common Stock on the vesting date ($1,401.29 per share on December 5, 2023). |

  49. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL In May 2023, the Company entered into amended and restated employment agreements with each of the named executive officers (other than Mr. Costanzo). The amended and restated employment agreements extend the end of the initial terms from December 31, 2024 to December 31, 2026 and are automatically renewed for additional terms of one year unless either party gives 90 days’ notice of non-renewal. If the Company chooses not to renew, the Company will be deemed to have terminated the executive’s employment without cause. An employment agreement was entered with Mr. Costanzo on December 18, 2023, upon his appointment as the Company’s Chief Financial Officer. Under the employment agreements, each named executive officer will: •receive annual base salary, subject to annual review; •be eligible for an annual cash incentive bonus, subject to performance conditions approved by the Compensation Committee, having a target potential equal to a specified percentage of base salary; •be eligible for an annual equity incentive award, subject to the approval of the Compensation Committee, having a target potential equal to a specified percentage of base salary and subject to performance conditions approved by the Compensation Committee; and •be entitled to participate in the employee benefit plans and programs, including annual paid time off, generally available to other similarly situated senior executives of the Company. The employment agreements require each executive to preserve the confidentiality of the Company's confidential information, and, during the term of the agreement and for twelve months following the termination of employment, subject them to non-competition and non-solicitation restrictions. The employment agreements also provide that: •upon death or disability, the Company will continue to pay base salary for twelve months, and all outstanding granted equity awards will become fully vested, with performance equity awards vesting at the target level; •if employment is terminated by the Company for cause, then the Company’s obligations under the agreement will terminate; •if the executive resigns or voluntarily leaves, except under the circumstances described below, the Company’s obligations under the agreement will terminate, subject to the terms of any applicable RSU or other equity award agreement; and •if employment is terminated by the Company without cause, the executive voluntarily resigns with good reason following a change in control, or the executive otherwise voluntarily resigns by virtue of a material breach by the Company, then, provided the executive complies with the confidentiality, non-competition and non-solicitation covenants in, and other applicable terms and conditions under, the agreement, (i) the Company will continue to pay his or her base salary commencing within 60 days after termination (or beginning six months after termination if certain provisions of Section 409A of the Internal Revenue Code of 1986, as amended, apply) and provide continued coverage under the Company’s group health plan for twenty-four months for Messrs. Gayner, Heaton and Noble, and for twelve months for Messrs. Grinnan and Costanzo, (ii) the executive will be entitled to a lump sum payment equal to the amount of his or her target annual cash incentive bonus, payable within 30 days following the first and second anniversaries of the termination date for Messrs. Gayner, Heaton and Noble, and following the first anniversary of the termination date for Messrs. Grinnan and Costanzo, and (iii) all outstanding granted equity awards held by the executive will become fully vested as of the termination date, with performance equity awards vesting at the target level. For these purposes: •“Cause” includes neglect of duties; willful misconduct; conduct that may result in material injury to the reputation of the Company; active disloyalty; inability to maintain or obtain required regulatory approvals; or breach of obligations relating to confidential information, trade secrets or restrictions on competing with the Company. •“Good reason” means a material decrease in base salary; a material reduction in duties or responsibilities; a material breach of the agreement by the Company; or a change by more than 50 miles in the location from which the executive is expected to perform his or her duties. •“Change in control” means generally the liquidation or dissolution of the Company; the acquisition of 20% or more of the Company’s outstanding shares; a business combination involving the Company; or a change in a majority of the incumbent Board of the Company, in each case unless the owners of 50% or more of the Company’s outstanding voting securities before the transaction remain the owners of 50% or more of the outstanding voting securities of the Company or other resulting entity following a transaction. See “Compensation for Teresa S. Gendron” above for discussion of Ms. Gendron’s compensation in connection with her separation from the Company. Cash Payments and Benefits The estimated cash payments and benefits that would be provided upon termination under the various scenarios set forth above are quantified in the following table, assuming termination of employment took place on December 31, 2023. Upon a breach of applicable covenants in each employment agreement, including regarding competition or confidential information, the Company would not be obligated to continue making payments.

  50. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Name | Death or Disability | Termination for Cause or Voluntary Resignation | Termination without Cause | Termination for Good Reason After Change in Controla | | Thomas S. Gayner | | | | | | Payments | $1,050,000 | — | $5,250,000 | $5,250,000 | | Benefits | | | $35,565 | $35,565 | | Michael R. Heaton | | | | | | Payments | $775,000 | — | $3,875,000 | $3,875,000 | | Benefits | | | $49,599 | $49,599 | | Jeremy A. Noble | | | | | | Payments | $775,000 | — | $3,875,000 | $3,875,000 | | Benefits | | | $49,128 | $49,128 | | Richard R. Grinnan | | | | | | Payments | $600,000 | — | $1,200,000 | $1,200,000 | | Benefits | | | $24,047 | $24,047 | | Brian J. Costanzo | | | | | | Payments | $500,000 | — | $1,000,000 | $1,000,000 | | Benefits | | | $24,449 | $24,449 |

  51. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | a | If Messrs. Gayner, Heaton, Noble, Grinnan, or Costanzo were terminated by the Company without cause following a change in control, they would receive cash payments and benefits as described in this column. |

  52. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    Equity Awards In addition to the cash payments and benefits described under “Cash Payments and Benefits” above, under each executive’s employment agreement, if, within twelve months following a change in control, employment is terminated involuntarily without cause or the named executive officer voluntarily terminated employment for good reason: •All outstanding, unvested equity awards held by the named executive officer would become fully vested. As of December 31, 2023, Messrs. Gayner, Heaton, Noble, Grinnan and Costanzo had received RSUs that had not yet vested. See “Outstanding Equity Awards at Fiscal Year-End” above for a summary of outstanding RSUs, and the market value of those RSUs, at December 31, 2023; and •All performance-based equity awards for such executive for which the performance period had not yet been fully completed would be deemed fully vested at 100% target potential. At December 31, 2023, that would have resulted in the issuance of additional shares of Common Stock worth the amounts set forth in the grid below.

  53. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Name | Value of Common Stock | | Thomas S. Gayner | $5,250,000 | | Michael R. Heaton | $1,550,000 | | Jeremy A. Noble | $1,550,000 | | Richard R. Grinnan | $900,000 | | Brian J. Costanzo* | $500,000 | | * Amounts have been calculated based on potential equity payouts in effect on January 1, 2024. | |

  54. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    See “Compensation for Teresa S. Gendron” for discussion of Ms. Gendron’s compensation in connection with her separation from the Company.

  55. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required and set forth by Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation paid to our named executive officers and the financial performance of the Company.

  56. Pay Versus Performance Table

    Pay Versus Performance Table

  57. Pay Versus Performance Table

    | | | | | | Average Summary Compensation Table Total for Non-PEO Named Executive Officers | Average Compensation Actually Paid to Non-PEO Named Executive Officersf | Value of Initial Fixed $100 Investment based on: | | | | Company-Selected Measurek | | | | | Summary Compensation Table Total for: | | Compensation Actually Paid to:e | | | | Total Shareholder Returng | Peer Group Total Shareholder Returnh | | | 5-Year CAGR in Book Value Per Sharej | | 5-Year CAGR in Total Shareholder Returnj | | Year | PEO or Co-PEO 1 | Co-PEO 2 | PEO or Co-PEO 1g | Co-PEO 2g | | | | | Net Income (Loss) | | | | | | 2023a | $8,068,291 | N/A | $8,559,693 | N/A | $2,469,487 | $2,542,584 | $124.21 | $164.40 | $2,101,090,000 | | 11% | | 6% | | 2022b | $3,991,434 | $3,981,772 | $4,408,196 | $4,398,534 | $1,668,541 | $1,763,178 | $115.25 | $144.76 | ($101,203,000) | i | 7% | i | 3% | | 2021c | $4,639,603 | $4,630,441 | $5,625,544 | $5,616,382 | $2,027,504 | $2,324,107 | $107.95 | $125.88 | $2,447,735,000 | i | 11% | | 6% | | 2020d | $4,183,420 | $4,192,222 | $3,712,379 | $3,721,181 | $1,893,420 | $1,766,975 | $90.39 | $103.11 | $831,767,000 | | 10% | | 3% |

  58. Pay Versus Performance Table

    a The named executive officers for the 2023 fiscal year included Thomas S. Gayner, as PEO, and Michael R. Heaton, Jeremy A. Noble, Richard R. Grinnan, Brian J. Costanzo and Teresa S. Gendron as the non-PEO named executive officers. b The named executive officers for the 2022 fiscal year included Thomas S. Gayner, as Co-PEO 1, and Richard R. Whitt, III, as Co-PEO 2, and Michael R. Heaton, Jeremy A. Noble, Robert C. Cox and Richard R. Grinnan as the non-PEO named executive officers. c The named executive officers for the 2021 fiscal year included Thomas S. Gayner, as Co-PEO 1, and Richard R. Whitt, III, as Co-PEO 2, and Michael R. Heaton, Jeremy A. Noble, Robert C. Cox and Bradley J. Kiscaden as the non-PEO named executive officers. d The named executive officers for the 2020 fiscal year included Thomas S. Gayner, as Co-PEO 1, and Richard R. Whitt, III, as Co-PEO 2, and Jeremy A. Noble, Robert C. Cox, Bradley J. Kiscaden and Richard R. Grinnan as the non-PEO named executive officers. e The amounts set out in these columns (i) represent the amounts of “compensation actually paid” to the PEO, or each Co-PEO, as computed in accordance with Item 402(v) of Regulation S-K, and (ii) do not reflect the actual amounts of compensation earned by or paid to the PEO, or each Co-PEO, during the applicable fiscal year. f The amounts set out in this column (i) represent the average amounts of “compensation actually paid” to the non-PEO named executed officers, as computed in accordance with Item 402(v) of Regulation S-K, and (ii) do not reflect the actual average amounts of compensation earned by or paid to the non-PEO named executive officers during the applicable fiscal year. g The amounts set out in the table below have been deducted from or added to the Total Compensation amounts reported in the Summary Compensation Table for the PEO, each Co-PEO, and non-PEO named executive officers to determine Compensation Actually Paid:

  59. Pay Versus Performance Table

    | | | Starting Amount: | | | | | | | | | | | Deducted: | Added: | Added: | Added: | Added: | Adjusted Amount: | | Year | Named Executive Officers | Summary Compensation Table Total | The grant date fair value of all stock awards granted in the applicable year, as reported in the Summary Compensation Table | The fair value as of the end of the covered fiscal year of all stock awards granted during the covered fiscal year that were outstanding and unvested as of the end of the covered fiscal year | The change (positive or negative) as of the end of the covered fiscal year (from the end of the prior fiscal year) in fair value of any stock awards granted in any prior fiscal year that are outstanding and unvested as of the end of the covered fiscal year | For stock awards that are granted and vest in the same covered fiscal year, the fair value as of the vesting date | The change (positive or negative) as of the vesting date (from the end of the prior fiscal year) in fair value of any stock awards granted in any prior fiscal year for which all vesting conditions were satisfied at the end of or during the covered fiscal year | Compensation Actually Paid | | 2023 | PEO | $8,068,291 | $5,387,107 | $5,364,382 | $351,471 | — | $162,656 | $8,559,693 | | | Non-PEO NEOs* | $2,469,487 | $1,100,028 | $903,624 | $54,462 | $195,011 | $20,028 | $2,542,584 | | 2022 | Co-PEO 1 | $3,991,434 | $2,100,000 | $2,052,649** | $318,514 | — | $145,599 | $4,408,196 | | | Co-PEO 2 | $3,981,772 | $2,100,000 | $2,052,649** | — | — | $464,113 | $4,398,534 | | | Non-PEO NEOs* | $1,668,541 | $615,625 | $601,434** | $79,545 | — | $29,283 | $1,763,178 | | | * As an average. | | | | | | | | | | ** Reflects corrections to amounts previously reported for the 2022 year-end fair value of stock awards granted during 2022 that were outstanding and unvested as of the end of 2022. | | | | | | | |

  60. Pay Versus Performance Table

    h Dow Jones U.S. Property & Casualty Insurance Companies Index. i Amounts are as disclosed in the Pay Versus Performance Table in the Company’s 2023 Proxy Statement. Due to a restatement as a result of the required adoption of Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) No. 2018-12, Financial Services—Insurance (Topic 944): Targeted Improvements to the Accounting for Long-Duration Contracts effective January 1, 2023, net income for 2022 and 2021 has been restated to $(103,357,000) and $2,445,867,000, respectively. j The term CAGR means compound annual growth rate. k These Company-selected financial performance measures represent the most important financial performance measures used by the Company and were weighted equally to link compensation actually paid to the Company’s named executed officers (excluding Mr. Costanzo and Ms. Gendron), for the most recently completed fiscal year, to the Company’s performance. See “Cash Incentive Compensation for Brian J. Costanzo” and “Compensation for Teresa S. Gendron” for a discussion of performance measures for Mr. Costanzo and Ms. Gendron, respectively.

  61. Relationship between Performance Measures and Compensation Actually Paid

    Relationship between Performance Measures and Compensation Actually Paid The following graphs represent the relationship between “compensation actually paid,” as reflected in the Pay Versus Performance Table, to the Company’s PEO, or each Co-PEO, as applicable, and other named executive officers (expressed as an average) and the performance measures included in the Pay Versus Performance Table (Total Shareholder Return, Peer Group Total Shareholder Return, Net Income, 5-Year CAGR in Book Value Per Share and 5-Year CAGR in Total Shareholder Return).

  62. Most Important Financial Performance Measures Table

    | Most Important Financial Performance Measures Used by the Company to Link Compensation Actually Paid to Company’s Performance | | 5-year CAGR in the Company’s book value per share | | 5-year CAGR in the Company’s total shareholder return |

  63. PAY RATIO

    PAY RATIO As required and set forth by Section 953(b) of the Dodd-Frank Act, and Item 402(u) of Regulation S-K (the Pay Ratio Rule), we are providing the following information about the relationship of the annual total compensation of our median employee to the annual total compensation of our PEO during 2023. For 2023, our last completed fiscal year: •the annual total compensation of our median employee was $55,103; and •the annual total compensation of our PEO was $8,091,063. Based on this information, for 2023, the ratio of the annual total compensation of our PEO to the annual total compensation of our median employee was 146.8 to 1. To determine the annual total compensation of our median employee and our PEO, we used the following methodology and material assumptions, adjustments and estimates: 1.We determined that, as of October 1, 2023, our employee population, excluding our PEO, consisted of approximately 21,337 individuals working at our consolidated subsidiaries as of such date, of which approximately 18,522 were U.S. employees and approximately 2,815 were non-U.S. employees. This population consisted of full-time, part-time, temporary and seasonal employees employed on that date. 2.We selected October 1, 2023, which was the earliest date in 2023 permitted under the Pay Ratio Rule, as the determination date for identifying the median employee to allow sufficient time to identify the median employee given the global scope of our operations. This approach is consistent with the approach we have taken in prior years. 3.Our employee population for determining the median employee, after taking into consideration certain adjustments allowed by the Pay Ratio Rule, consisted of approximately 20,682 individuals in the United States, United Kingdom, Dominican Republic and Canada. As permitted under the Pay Ratio Rule, we excluded 655 non-U.S. employees from the determination of the median employee to reduce the number of jurisdictions and separate payrolls, and thus the significant time and effort, involved in identifying the median employee. The number and jurisdictions of the excluded non-U.S. employees were as follows: 215 in the Netherlands, 98 in Bermuda, 84 in China, 77 in Germany, 56 in Spain, 34 in Singapore, 19 in India, 15 in France, 15 in Ireland, 12 in the United Arab Emirates, 8 in Mexico, 7 in Hong Kong, 6 in Vietnam, 2 in Australia, 2 in Lebanon, 2 in Malaysia, 2 in the Philippines and 1 in Brazil. 4.To identify the median employee from our employee population as of October 1, 2023, we consistently compared the amount of compensation for all our employees (excluding our PEO) included in the calculation as reflected in our payroll records for the period from January 1 to September 30, 2023 using the equivalent of Medicare taxable wages as reported in IRS Form W-2. For our employees who were paid in a currency other than U.S. dollars, these amounts were converted into U.S. dollars at the applicable exchange rates at October 1, 2023. 5.For purposes of determining annual total compensation for 2023 for our median employee and our PEO, we used the same method used to determine the respective amounts reported for our PEO in the “Total” column of our 2023 Summary Compensation Table included in this Proxy Statement, plus compensation under non-discriminatory benefit plans. For our PEO, this included $22,772 in compensation under non-discriminatory benefit plans not reflected in the Summary Compensation Table.

  64. Director Nominees for Inclusion in the Proxy Materials for the 2025 Annual Meeting of Shareholders (Proxy Access)

    Director Nominees for Inclusion in the Proxy Materials for the 2025 Annual Meeting of Shareholders (Proxy Access) The Company’s Bylaws permit any shareholder, or group of up to 20 shareholders, who has owned at least 3% of the outstanding shares of the Company’s Common Stock continuously for at least three years, to nominate and include director nominees (up to the greater of 2 or 20% of the number of directors in office as of the last day on which notice of such nomination(s) may be given) in the Company’s proxy materials for the 2025 Annual Meeting. Any eligible shareholder, or group of shareholders, wishing to nominate and include director nominees in the Company’s proxy materials for the 2025 Annual Meeting must give notice in writing of the proposed nomination(s), along with certain nomination materials, to the Secretary of the Company, by registered or certified United States mail, at the principal executive offices of the Company in Glen Allen, Virginia, not earlier than November 5, 2024, and not later than December 5, 2024. The notice, nominee(s) and accompanying nomination materials must satisfy the requirements set forth in the Company’s Bylaws, which are publicly available on the Company’s website, ir.mklgroup.com/investor-relations/governance.

  65. Other Business Proposals or Director Nominees for Consideration at the 2025 Annual Meeting of Shareholders

    Other Business Proposals or Director Nominees for Consideration at the 2025 Annual Meeting of Shareholders Under the Company’s Bylaws, any shareholder wishing to make a proposal or nominate a director at the 2025 Annual Meeting (other than a proposal or nomination of a director to be included in the Company’s proxy materials pursuant to Rule 14a-8 of the Exchange Act or the Company’s proxy access bylaw, respectively) must give notice in writing of the proposal or nomination to the Secretary of the Company, by registered or certified United States mail, at the principal executive offices of the Company in Glen Allen, Virginia, not earlier than January 22, 2025, and not later than February 21, 2025, unless the date of the 2025 Annual Meeting is more than 30 days before or more than 60 days after May 22, 2025, in which case the notice must be given not earlier than the 120th day prior to the date of the 2025 Annual Meeting and not later than the 90th day prior to the date of the 2025 Annual Meeting or the 10th day following the date on which the Company first publicly announces the date of the 2025 Annual Meeting, whichever is later. The notice must satisfy the requirements set forth in the Company’s Bylaws, which are publicly available on the Company’s website, ir.mklgroup.com/investor-relations/governance. In addition to satisfying the foregoing requirements under the Company’s Bylaws, to comply with the SEC’s universal proxy rules, shareholders who intend to solicit proxies in support of any director nominee other than the Company’s nominees for consideration at the 2025 Annual Meeting must provide to the Company a notice that sets forth the information required by Rule 14a-19 of the Exchange Act no later than March 23, 2025, unless the date of the 2025 Annual Meeting is more than 30 days before or after May 22, 2025, in which case the notice must be given no later 60 days prior to the date of the 2025 Annual Meeting or the 10th day following the date on which the Company first publicly announces the date of the 2025 Annual Meeting, whichever is later. Any matter or nomination proposed to be brought before the 2025 Annual Meeting meeting other than in compliance with these procedures and the Company’s Bylaws may be ruled out of order by the chair of the meeting.

  66. Other Business Proposals or Director Nominees for Consideration at the 2025 Annual Meeting of Shareholders

    | | By Order of the Board of Directors | | | Richard R. Grinnan, Secretary | | April 4, 2024 | |