DEF 14A of Markel Group Inc., Apr 3, 2025

DEF 14A of Markel Group Inc.

Filed Apr 3, 2025 · FY20240001096343-25-000051

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 2026 Annual Meeting of Shareholders or until their respective successors are elected and qualified. The Board currently consists of twelve directors. Anthony F. Markel is not standing for re-election at the 2025 Annual Meeting of Shareholders. Consequently, Mr. Anthony Markel will cease to be a director of the Company effective as of the adjournment of the 2025 Annual Meeting. The Board will not be nominating a director to stand for election as successor to Mr. Anthony Markel at the 2025 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 2025 Annual Meeting. As a result, no more than eleven directors can be elected at the 2025 Annual Meeting. All of the Company’s current directors were elected by the shareholders at the 2024 Annual Meeting of Shareholders (the 2024 Annual Meeting), except for Jonathan E. Michael, who was appointed by the Board, effective as of March 15, 2025. All of the Company’s current directors, other than Mr. Michael, attended the 2024 Annual Meeting. The 2025 Annual Meeting will be the first time that Mr. Michael will be standing for election by the Company’s shareholders as a director of the Company. The nomination of Mr. Michael was proposed to the Board’s Nominating/Corporate Governance Committee by a third-party search firm engaged by the Company. 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 2025 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 is on the board of directors of Las Vegas Sands Corp (NYSE) and Clarus Corporation (NASDAQ). He also has held several civic positions, including Chairman Emeritus of the Pace University Board of Trustees (Chairman 2014 to 2021), Director of the Roundabout Theater Production Company and a David Rockefeller Fellow of the New York City Partnership. Mr. Besca brings over 40 years of skills and experience in professional services to the Board, including robust financial and accounting expertise relevant to the Company’s businesses. | | Independent Director | | | Director Since: 2020 | | | Age: 65 | |

  4. Nominees

    | Lawrence A. Cunningham | | | | Director, John L. Weinberg Center for Corporate Governance, University of Delaware since 2024; Special Counsel, Mayer Brown LLP from 2023 to 2024; 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 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). Mr. Cunningham brings extensive expertise as an author, researcher, lawyer and public company director to the Board and is a recognized authority on corporate governance, corporate culture and value investing. | | Independent Director | | | Director Since: 2023 | | | Age: 62 | |

  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; and Director, The Coca-Cola Company and Graham Holdings Company. 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, comprehensive and in-depth understanding of the Company, and insight into the Company’s strategic investment opportunities to the Board. | | Director Since: 2016 | | | Age: 63 | |

  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 Greater Washington Partnership, Housing Partnership Network, The Richmonder and the National NeighborWorks Association, 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. Ms. Harris is a seasoned executive with experience in corporate strategy, talent management, government relations and community engagement, and her broad and diverse experience makes her a trusted advisor to business leaders and boards in matters of financial planning and investment and risk management. | | Independent Director | | | Director Since: 2021 | | | Age: 64 | |

  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 is a frequent presenter, known for his strong financial acumen, knowledge of capital markets and unique perspectives on risk, investor psychology and business history. He is the author of the best-selling books The Psychology of Money and Same as Ever. 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 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 align with the Markel Style make him a valuable member of the Board. | | Independent Director | | | Director Since: 2021 | | | Age: 41 | |

  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 Interstate Natural Gas Association of America and serves on the Board of Trustees of GROW Capital Jobs Foundation, Jamestown-Yorktown Foundation, Nuclear Electric Insurance Limited, World Pediatrics and the Atlantic Council. Ms. Leopold’s leadership and management experience, including in the community in which the Company is headquartered, provide the Board with an in-depth understanding of the unique issues, opportunities and community relationships that the Company navigates. | | Independent Director | | | Director Since: 2018 | | | Age: 58 | |

  9. Nominees

    | Steven A. Markel | | | | Chairman of the Board of the Company since May 2020; Vice Chairman of the Company 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 brings in-depth, intimate knowledge of the Company, its operations, its history and its challenges and opportunities to the Board. His 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: 76 | |

  10. Nominees

    | Jonathan E. Michael | | | | Retired; Chairman of RLI Corp. (RLI), a publicly traded specialty insurance company, May 2011 to May 2024; CEO of RLI from January 2001 to December 2021. Beginning in June 2024, Mr. Michael has been the interim President of Bradley University and has served on its Board of Trustees since 2016, most recently as Board Chair. He held various positions during his forty-year tenure at RLI, including President and Chief Operating Officer, Executive Vice President, and Chief Financial Officer. Prior to joining RLI, Mr. Michael was a certified public accountant with the accounting firm Coopers & Lybrand. Mr. Michael currently serves on the board of directors of SS&C Technologies Holdings, Inc. (Nasdaq) (2010 to present) and previously served as a director of RLI (1997 to 2024). Mr. Michael is a proven leader in the specialty insurance industry with extensive financial and operational expertise, following a 20+ year career as the CEO of RLI. | | Independent Director | | | Director Since: 2025 | | | Age: 71 | |

  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 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 global operational and underwriting experience to the Board. | | Independent Director | | | Director Since: 2020 | | | Age: 67 | |

  12. Nominees

    | Michael O’Reilly | | | | Retired; Chairman of the Board of Alterra Capital Holdings Limited (Alterra) 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, as well as 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. Mr. O’Reilly has an advanced understanding of the insurance industry gained from his forty-year career at Chubb, one of the largest property and casualty insurance companies in the world, giving him the ability to provide oversight and recommendations on the Company’s insurance businesses. | | Independent Director | | | Director Since: 2013 | | | Age: 81 | |

  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 and complex litigation. 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 Committee, and Chair of the Education Committee, 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 several key business areas, as well as important perspectives, that are invaluable to the Board. | | Independent Director | | | Director Since: 2020 | | | Age: 63 | |

  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 2024:

  15. Compensation of Non-employee Directors

    | Name | Fees Earned or Paid in Cash | Stock Awards | All Other Compensation | Total | | Mark M. Besca | $110,000 | $164,806 | $26,042 | $300,848 | | Lawrence A. Cunningham | $110,000 | $164,806 | $26,238 | $301,044 | | Greta J. Harris | $110,000 | $164,806 | $15,000 | $289,806 | | Morgan E. Housel | $110,000 | $164,806 | $27,222 | $302,028 | | Diane Leopold | $110,000 | $164,806 | $22,722 | $297,528 | | Jonathan E. Michaela | $18,333 | $27,719 | $1,833b | $46,052 | | Harold L. Morrison, Jr. | $110,000 | $164,806 | $18,611 | $293,417 | | Michael O. Reilly | $140,000 | $164,806 | $30,556 | $335,362 | | A. Lynne Puckett | $110,000 | $164,806 | $27,222 | $302,028 | | a Mr. Michael became a non-employee director effective as of March 15, 2025 and received pro-rated compensation during 2025 for the period from his appointment through the 2025 Annual Meeting. | | | | | | b See the table below under the heading “All Other Compensation” for a description of Mr. Michael’s All Other Compensation. | | | | |

  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 2024, 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 2024, 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 | Total All Other Compensation | | Mark M. Besca | | $12,222 | $13,820 | $26,042 | | Lawrence A. Cunningham | | $12,222 | $14,016 | $26,238 | | Greta J. Harris | | — | $15,000 | $15,000 | | Morgan E. Housel | | $12,222 | $15,000 | $27,222 | | Diane Leopold | | $12,222 | $10,500 | $22,722 | | Jonathan E. Michael | | $1,833c | — | $1,833 | | Harold L. Morrison, Jr. | | $6,111 | $12,500 | $18,611 | | Michael O. Reilly | | $15,556 | $15,000 | $30,556 | | A. Lynne Puckett | | $12,222 | $15,000 | $27,222 | | 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 2024 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 2024 (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 2024, 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 2024. | | | | | c | Mr. Michael elected to receive his $18,333 retainer fee in shares of the Company’s Common Stock, which will be purchased on April 15, 2025 at a 10% discount under the 2020 Stock Purchase Plan. | | | |

  18. 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, except for Mr. Michael. However, recently elected non-employee directors, including Mr. Michael, are expected to reach the required minimum levels of ownership within five years of their initial election to the Board.

  19. 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. 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 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.

  20. 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 considers, 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. For 2024, senior management engaged 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 16 companies for use in connection with developing recommendations for the Compensation Committee for compensation practices, design and pay levels for 2024. This peer group, set forth below, was presented to the Compensation Committee.

  21. 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, as well as 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. Where relevant, survey data will supplement the peer group data, for example survey data for S&P 500 companies comparable in size and geographic characteristics to the Company. Management occasionally provides the Compensation Committee with additional relevant market information, such as emerging compensation trends or the type and prevalence of incentive metrics.

  22. 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 Equity Incentive Compensation Plans (as defined below). In May 2024, the Company’s shareholders approved the Company’s 2024 Equity Incentive Compensation Plan (the 2024 Equity Incentive Plan) to replace the Company’s 2016 Equity Incentive Compensation Plan (the 2016 Equity Incentive Plan, and together with the 2024 Equity Incentive Plan, the Equity Incentive Plans). During 2023 and early 2024, the Compensation Committee conducted a fulsome review of the Company’s incentive compensation plan design. In an effort to further align executive officers’ incentives with the Company’s financial performance, the Compensation Committee approved two plan design changes. First, the Compensation Committee replaced one of the two metrics used to evaluate Company performance. For the 2024 performance year, the five-year average of the Company’s operating income replaced the five-year compounded annual growth (CAGR) in book value. No changes were made to the second metric used for the Company’s performance-based incentive compensation, the five-year compounded annual growth in the Company’s closing stock price. Second, beginning in 2024, the Committee created a new long-term service award for executive officers that requires an additional five-year holding period after a three-year vesting period is satisfied. Through its review and deliberations of plan design change considerations, the Compensation Committee concluded that the five-year average of the Company’s operating income will provide a better proxy to evaluate the Company’s performance than the five-year CAGR in the Company’s book value. The change relates to the continued development and growth of the Company’s three engine system, which has added strength and new streams of income in addition to our core balance sheet oriented business of insurance underwriting. With such continued expansion and diversity of operations, the Compensation Committee recognized that book value per share does not capture all of the economic value in the Company’s business. A growing portion of the Company’s operations are not recorded at fair value or otherwise captured in book value. The addition of the new long-term service award further reinforces alignment between the executive officers and the Company’s goal of increasing shareholder value over the long-term and building an enduring enterprise. As a result, beginning in 2024, equity awards for the executive officers under the Equity Incentive Plans included performance-based annual equity awards (each a Performance-Based Equity Award) and service-based annual equity awards (each a Service-Based Equity Award). For equity awards for the 2024 performance year, (i) 75% of the total equity award target was allocated to a Performance-Based Equity Award, and (ii) the remaining 25% of the total equity award target was allocated to a Service-Based Equity Award. Performance-Based Equity Awards and Service-Based Equity Awards are subject to three-year cliff vesting schedules. Service-Based Equity Awards also are subject to the additional five-year holding period. All executive officers participated in the Non-Equity Incentive Plan and Equity Incentive Plans. Under the Equity Incentive Plans, executive officers were eligible to receive RSUs through Service-Based Equity Awards and through Performance-Based Equity Awards for 2024 performance. Awards to the named executive officers under both the Equity Incentive Plan Performance-Based Equity Awards and the Non-Equity Incentive Plan for 2024 performance were subject to the achievement of pre-established performance goals approved by the Compensation Committee based on two equally weighted performance criteria: (1) the Company’s average operating income, and (2) the CAGR in the Company’s closing stock price (total shareholder return), both over the five-year period from 2020 to 2024. The Company believes that the average operating income of the Company over five years provides a reasonable proxy for the performance of each of its three engines, and the target for operating income, which is set taking into consideration capital within the system, closely aligns with the overall financial goal of growing intrinsic value. For these reasons, in 2024, the Company used average operating income as a performance metric over a period of five years. Use of the metrics of growth in total shareholder return and operating income 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. For the 2024 performance year, the CAGR in total shareholder return was calculated using the Company’s closing Common Stock price on December 31, 2019, and comparing it to the Company’s closing Common Stock price on December 31, 2024. 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 — Cash Awards 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. As discussed above, the performance criteria for 2024 for the named executive officers were based on five-year average operating income and growth in 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 2024 performance based on various levels of average operating income and growth in total shareholder return and shows the potential value of cash awards, expressed as a percentage of target potential.

  23. Incentive Compensation

    The performance modifiers and the target potential for each named executive officer for the 2024 performance year were as set forth in the award table below under “2024 Incentive Awards.” 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 average operating income under $900,000,000 and growth in 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 40% 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 average operating income exceeding $3,391,000,000 or growth in 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. Equity Incentive Plan The 2024 Equity Incentive Plan was approved by shareholders in May 2024 at the Company’s 2024 Annual Meeting of Shareholders. The 2024 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 2024 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 2024 Equity Incentive Plan. The Compensation Committee has delegated to the Company’s CEO, Executive Vice President and Chief Operating Officer, and President, Markel Insurance, the authority to select eligible employees who are not executive officers to participate in the 2024 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. Performance-Based Equity Awards The performance criteria for 2024 for the named executive officers related to average operating income and growth in total shareholder return. In February 2024, the Compensation Committee approved Service-Based Equity Awards and target amounts for Performance-Based Equity Awards, payable in RSUs, 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 Performance-Based 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 Performance-Based Equity Awards payable for 2024 performance based on various levels of average operating income and growth in 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 2024 performance year were as set forth in the award table below under “2024 Incentive Awards.” 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 average operating income below $900,000,000 or growth in 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 40% 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 average operating income exceeding $3,391,000,000 or growth in total shareholder return equal to or exceeding 17% or other supplemental equity awards under other special circumstances. Executive officers may elect to defer the issuance of Common Stock upon the vesting of RSU awards. The 2024 Equity Incentive Plan does not allow for stock options or stock appreciation rights. Service-Based Equity Awards The Compensation Committee approved a new long-term service award for the Company’s executive officers for 2024 that requires an additional five-year holding period after a three-year vesting period is satisfied, to reinforce alignment between the Company’s leadership team and the goal of increasing shareholder value over the long-term and building an enduring enterprise. These Service-Based Equity Awards are not subject to a performance modifier. 2024 Incentive Awards The five-year average operating income of the Company from January 1, 2020 through December 31, 2024 was $2,212.7 million and the five-year CAGR in the Company’s total shareholder return from January 1, 2020 through December 31, 2024, was 9%. Based on the performance grid set forth below under “Performance-Based Non-Equity Awards and Performance-Based Equity Awards — Performance Criteria,” the performance modifier used to determine awards for the named executive officers under the Non-Equity Incentive Plan and the 2024 Equity Incentive Plan Performance-Based Awards for 2024 performance was 105%, determined as follows: the performance modifier (expressed as a percentage of target potential) for each individual performance criteria (average operating income and total shareholder return) were added together and divided by two to arrive at the total award performance modifier (expressed as a percentage of target potential):

  24. Incentive Compensation

    Cash awards, Performance-Based Equity Awards and Service-Based Equity Awards for the named executive officers for the 2024 performance year were as set forth below. Performance-Based Equity Awards were 75% of the total equity award target for executive officers, while 25% of the total equity award was allocated to Service-Based Equity Awards. Cash awards and Performance-Based Equity Awards were based on the 105% performance modifier. Service-Based Equity Awards were not subject to the performance modifier.

  25. Incentive Compensation

    | | 2024 Incentive Compensation | | | | | | | | | Target Potential Expressed as a Percentage of Base Salary* | | Equity Award Allocation | | Actual Awards Expressed as a Percentage of Base Salary (calculation below)* | | | | Name | Cash Award | Equity Award | Performance- Based | Service- Based | Cash Payout | Equity Grant Performance-Based | Equity Grant Service- Based | | Thomas S. Gayner | 200% | 550% | 75% | 25% | 210% | 433% | 138% | | | | | | | (105% x 200%) | (105% x 550% x 75%) | (550% x 25%) | | Michael R. Heaton | 150% | 225% | 75% | 25% | 158% | 177% | 56% | | | | | | | (105% x 150%) | (105% x 225% x 75%) | (225% x 25%) | | Jeremy A. Noble | 150% | 225% | 75% | 25% | 158% | 177% | 56% | | | | | | | (105% x 150%) | (105% x 225% x 75%) | (225% x 25%) | | Richard R. Grinnan | 100% | 175% | 75% | 25% | 105% | 138% | 44% | | | | | | | (105% x 100%) | (105% x 175% x 75%) | (175% x 25%) | | Brian J. Costanzo | 100% | 125% | 75% | 25% | 105% | 98% | 31% | | | | | | | (105% x 100%) | (105% x 125% x 75%) | (125% x 25%) | | * For the 2024 performance year, in recognition of the value of their contributions and the importance of fairly and appropriately incenting them, as well as consideration of incentive compensation of the peer group, the Compensation Committee approved an increase in the target potential for equity awards: (i) for Mr. Gayner, from 500% to 550%; (ii) for each of Messrs. Heaton and Noble, from 200% to 225%; (iii) for Mr. Grinnan, from 150% to 175%; and (iv) for Mr. Costanzo, from 100% to 125%. | | | | | | | |

  26. Employment Agreements

    Employment Agreements The Company has entered into employment agreements with each of the named executive officers using a form of employment agreement approved by the Compensation Committee. Each agreement has an initial term 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. 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. Each agreement is subject to the Company’s incentive-based compensation recoupment/clawback policy. 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.

  27. 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 is generally recognized over the period ending when the awards vest.

  28. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table provides compensation information for the Company’s PEO, PFO and other named executive officers for services in their capacities as such for 2024 and preceding years, as applicable.

  29. 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 | 2024 | $1,093,269 | — | $6,277,084 | $2,310,000 | $57,534 | $9,737,887 | | | 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 | | Michael R. Heaton Executive Vice President and Chief Operating Officer | 2024 | $809,615 | — | $1,901,813 | $1,283,625 | $46,860 | $4,041,913 | | | 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 | | Jeremy A. Noble President, Insurance | 2024 | $809,615 | — | $1,901,813 | $1,283,625 | $46,860 | $4,041,913 | | | 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 | | Richard R. Grinnan Senior Vice President, Chief Legal Officer and Secretary | 2024 | $617,308 | | $1,126,172 | $651,000 | $51,210 | $2,445,690 | | | 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 | 2024 | $500,000 | | $649,126 | $525,000 | $34,100 | $1,708,226 | | | 2023 | $367,181 | — | $175,973 | $341,528 | $31,256 | $915,938 |

  30. 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 | The amounts shown under “Stock Awards” include Performance-Based Equity Awards, Service-Based Equity Awards or RSUs awarded 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 Equity Awards for the 2024 performance year were granted February 18, 2025. | | c | The amounts shown under “Non-Equity Incentive Plan Compensation” are annual cash awards earned by the Company’s named executive officers under the Non-Equity Incentive Plan for the relevant performance years. The cash awards for the 2024 performance year were paid in March 2025. 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. | | d | The amounts shown under “All Other Compensation” for 2024 include the following: |

  31. SUMMARY COMPENSATION TABLE

    | Name | 401(k) Plan1 | Life Insurance Premiums | Matching Gifts 2 | Total All Other Compensation 3 | | Thomas S. Gayner | $31,050 | $11,484 | $15,000 | $57,534 | | Michael R. Heaton | $31,050 | $810 | $15,000 | $46,860 | | Jeremy A. Noble | $31,050 | $810 | $15,000 | $46,860 | | Richard R. Grinnan | $31,050 | $5,160 | $15,000 | $51,210 | | Brian J. Costanzo | $31,050 | $1,800 | $1,250 | $34,100 |

  32. SUMMARY COMPENSATION TABLE

    | 1 | The amounts in this column represent the contributions made by the Company under the Company’s Retirement Savings (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 each named executive officer in 2024. | | 3 | Each named executive officer received less than $10,000 in perquisites and personal benefits in 2024, 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 2024, 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. |

  33. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS

  34. 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 | 2/20/2024 | | | | | $1,512,500 | | | $1,512,708c | | | 2/20/2024 | $880,000 | $2,200,000 | $4,400,000 | $1,815,000 | $4,537,500 | $9,075,000 | | | | | 2/18/2025 | | | | | | | 2,542.641 | $4,764,375 | | Michael R. Heaton | 2/20/2024 | | | | | $458,438 | | | $457,736c | | | 2/20/2024 | $489,000 | $1,222,500 | $2,445,000 | $550,125 | $1,375,313 | $2,750,625 | | | | | 2/18/2025 | | | | | | | 770.672 | $1,444,078 | | Jeremy A. Noble | 2/20/2024 | | | | | $458,438 | | | $457,736c | | | 2/20/2024 | $489,000 | $1,222,500 | $2,445,000 | $550,125 | $1,375,313 | $2,750,625 | | | | | 2/18/2025 | | | | | | | 770.672 | $1,444,078 | | Richard R. Grinnan | 2/20/2024 | | | | | $271,250 | | | $271,735c | | | 2/20/2024 | $248,000 | $620,000 | $1,240,000 | $325,500 | $813,750 | $1,627,500 | | | | | 2/18/2025 | | | | | | | 455.994 | $854,437 | | Brian J. Costanzo | 2/20/2024 | | | | | $156,250 | | | $156,938c | | | 2/20/2024 | $200,000 | $500,000 | $1,000,000 | $187,500 | $468,750 | $937,500 | | | | | 2/18/2025 | | | | | | | 262.670 | $492,188 |

  35. GRANTS OF PLAN-BASED AWARDS

    | a | For 2024, non-equity incentive plan 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 average operating income under $900,000,000 and growth in 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 40% 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 average operating income exceeding $3,391,000,000 or growth in 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 2024, Performance-Based Equity Awards for the named executive officers were subject to a cap of 200% of the Performance-Based Equity Award 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 average operating income under $900,000,000 and growth in 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 40% of the Performance-Based Equity Award 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 average operating income exceeding $3,391,000,000 or growth in total shareholder return equal to or exceeding 17% or other supplemental equity awards under other special circumstances. | | c | Amounts represent grant date fair value of RSUs received under Service-Based Equity Awards approved by the Compensation Committee on February 20, 2024. |

  36. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

  37. 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 | 6,377 | c | $11,008,169 | | Michael R. Heaton | 1,965 | | $3,392,042 | | Jeremy A. Noble | 1,965 | | $3,392,042 | | Richard R. Grinnan | 1,216 | | $2,099,096 | | Brian J. Costanzo | 285 | | $491,976 |

  38. 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, 2024 ($1,726.23 per share). | | c | Does not include 1,112 RSUs that have not been settled in shares to Mr. Gayner at December 31, 2024, 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. |

  39. 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.

  40. 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 | 434 | | $736,050 | | | Jeremy A. Noble | — | d | — | d | | Richard R. Grinnan | 297 | | $522,435 | | | Brian J. Costanzo | 69 | | $121,374 | |

  41. 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 December 5, 2024 ($1,759.04 per share), except in respect of Mr. Heaton, in which case value is based on (i) the closing price of shares of Common Stock on February 16, 2024 ($1,461.50 per share) in respect of 92 shares, and (ii) the closing price of shares of Common Stock on December 5, 2024 ($1,759.04 per share) in respect of 342 shares. | | c | RSUs vested for Mr. Gayner in December 2024. Mr. Gayner deferred receipt of the shares issuable in December 2024 in respect of the vested RSUs. Had receipt not been deferred, Mr. Gayner would have received 1,874 shares having fair market value of $3,296,441, subject to payment of applicable withholding taxes. | | d | RSUs vested for Mr. Noble in December 2024. Mr. Noble deferred receipt of the shares issuable in December 2024 in respect of the vested RSUs. Had receipt not been deferred, Mr. Noble would have received 535 shares having fair market value of $941,086, subject to payment of applicable withholding taxes. |

  42. NONQUALIFIED DEFERRED COMPENSATION

    NONQUALIFIED DEFERRED COMPENSATION

  43. 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, 2024 | | Thomas S. Gaynera | $3,296,441 | $4,468,557 | ($79,157)b | $37,566,217c | | Jeremy A. Nobled | $941,086 | $142,472 | ($22,868)e | $1,800,459_ |

  44. NONQUALIFIED DEFERRED COMPENSATION

    | a | Mr. Gayner has deferred receipt of shares issuable in respect to RSUs that vested in 2024 and prior years. The aggregate number of deferred shares at December 31, 2024 was 21,762 net of withholding taxes, which are valued based on the closing price of a share of Common Stock on December 31, 2024 ($1,726.23 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 2024, and the amount shown for Mr. Gayner in this column represents 45 shares withheld for withholding taxes. Value is based on the closing price of a share of Common Stock on the vesting date ($1,759.04 per share on December 5, 2024). | | c | Includes 1,112 RSUs for Mr. Gayner that have not been settled in shares at December 31, 2024, but which pursuant to a retention award made in May 2010 have vested. The 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 2024. The number of deferred shares at December 31, 2024 was 1,043 net of withholding taxes, which are valued based on the closing price of a share of Common Stock on December 31, 2024 ($1,726.23 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 2024, 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 ($1,759.04 per share on December 5, 2024). |

  45. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The Company has entered into employment agreements with the named executive officers. The employment agreements have initial terms 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. 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 any granted performance equity awards whose performance period has not yet been fully completed 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 by virtue of a material breach by the Company or the executive voluntarily resigns for a good reason that occurs within twelve months following a change in control, 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 any granted performance equity awards whose performance period has not yet been fully completed 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. On March 14, 2025, Mr. Noble and the Company mutually agreed on a departure date of April 13, 2025. Mr. Noble ceased to serve as President, Insurance, effective March 14, 2025, and his separation from the Company gave rise to the entitlements for a termination without cause under his employment agreement. 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, 2024. 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.

  46. 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 | $1,100,000 | — | $6,600,000 | $6,600,000 | | Benefits | | | $33,471 | $33,471 | | Michael R. Heaton | | | | | | Payments | $815,000 | — | $4,075,000 | $4,075,000 | | Benefits | | | $48,349 | $48,349 | | Jeremy A. Noble | | | | | | Payments | $815,000 | — | $4,075,000 | $4,075,000 | | Benefits | | | $51,842 | $51,842 | | Richard R. Grinnan | | | | | | Payments | $620,000 | — | $1,240,000 | $1,240,000 | | Benefits | | | $24,855 | $24,855 | | Brian J. Costanzo | | | | | | Payments | $500,000 | — | $1,000,000 | $1,000,000 | | Benefits | | | $25,921 | $25,921 | | 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. | | | | |

  47. 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, upon death or disability or if employment is terminated by the Company without cause, the executive voluntarily resigns by virtue of a material breach by the Company or the executive voluntarily resigns for a good reason that occurs within twelve months following a change in control: •All outstanding, unvested equity awards held by the named executive officer would become fully vested. As of December 31, 2024, 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, 2024; and •All granted 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, 2024, that would have resulted in the issuance of additional shares of Common Stock worth the amounts set forth in the grid below.

  48. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Name | Value of Common Stock | | Thomas S. Gayner | $4,537,500 | | Michael R. Heaton | $1,375,313 | | Jeremy A. Noble | $1,375,313 | | Richard R. Grinnan | $813,750 | | Brian J. Costanzo | $468,750 |

  49. 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.

  50. Pay Versus Performance Table

    Pay Versus Performance Table

  51. Pay Versus Performance Table

    | | | | | | Average Summary Compensation Table Total for Non-PEO Named Executive Officers | Average Compensation Actually Paid to Non-PEO Named Executive Officersg, h | Value of Initial Fixed $100 Investment based on: | | | | Company-Selected Measurel | | | | Summary Compensation Table Total for: | | Compensation Actually Paid to:f | | | | Total Shareholder Return | Peer Group Total Shareholder Returni | | | 5-Year Average Operating Income | 5-Year CAGR in Total Shareholder Returnk | | Year | PEO or Co-PEO 1 | Co-PEO 2 | PEO or Co-PEO 1h | Co-PEO 2 | | | | | Net Income (Loss) | | | | | 2024a | $9,737,887 | N/A | $11,917,117 | N/A | $3,059,435 | $3,490,644 | $151.00 | $219.19 | $2,847,406,000 | | $2,212,688,600 | 9% | | 2023b | $8,068,291 | N/A | $8,559,693 | N/A | $2,469,487 | $2,542,584 | $124.21 | $164.40 | $2,101,090,000 | | $1,965,645,400 | 6% | | 2022c | $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) | j | $1,387,831,600 | 3% | | 2021d | $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 | j | $1,449,820,000 | 6% | | 2020e | $4,183,420 | $4,192,222 | $3,712,379 | $3,721,181 | $1,893,420 | $1,766,976 | $90.39 | $103.11 | $831,767,000 | | $962,552,800 | 3% |

  52. Pay Versus Performance Table

    a The named executive officers for the 2024 fiscal year included Thomas S. Gayner, as PEO, and Michael R. Heaton, Jeremy A. Noble, Richard R. Grinnan and Brian J. Costanzo as the non-PEO named executive officers. b 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. c 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. d 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. e 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. f 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. g 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. h 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 2024 for the PEO and non-PEO named executive officers to determine Compensation Actually Paid for 2024:

  53. Pay Versus Performance Table

    | | | Starting Amount: | | | | | | | | | | Deducted: | 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 | 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 | | 2024 | PEO | $9,737,887 | $6,277,084 | $6,186,189 | $1,634,577 | $635,548 | $11,917,117 | | | Non-PEO NEOs* | $3,059,435 | $1,394,731 | $1,374,514 | $345,081 | $106,345 | $3,490,644 | | | * As an average. | | | | | | |

  54. Pay Versus Performance Table

    i Dow Jones U.S. Property & Casualty Insurance Companies Index. j 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. k The term CAGR means compound annual growth rate. l 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, for the most recently completed fiscal year, to the Company’s performance.

  55. 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 Average Operating Income and 5-Year CAGR in Total Shareholder Return).

  56. 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 average of the Company’s operating income | | 5-year CAGR in the Company’s total shareholder return |

  57. 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 2024. For 2024, our last completed fiscal year: •the annual total compensation of our median employee, an employee within one of our Markel Ventures businesses, was $83,894; and •the annual total compensation of our PEO was $9,763,151. Based on this information, for 2024, the ratio of the annual total compensation of our PEO to the annual total compensation of our median employee was 116.4 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, 2024, our employee population, excluding our PEO, consisted of approximately 20,950 individuals working at our consolidated subsidiaries as of such date, of which approximately 17,994 were U.S. employees and approximately 2,956 were non-U.S. employees. This population consisted of full-time, part-time, temporary and seasonal employees employed on that date. Of the total employee population, 5,426 or 26% of individuals were employed by our insurance businesses, while 15,480 or 74% of individuals were employed by other subsidiaries in varying lines of business. Markel Group holding company employees accounted for 44 employees, or less than 1% of the total employee population. As permitted under the Pay Ratio Rule, the employee population for determining our median employee in 2024 did not include approximately 864 employees of Valor Environmental, which we acquired in a transaction that closed in June 2024. 2.We selected October 1, 2024, which was the earliest date in 2024 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 20,241 individuals in the United States, United Kingdom, Dominican Republic and Canada. As permitted under the Pay Ratio Rule, we excluded 709 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: 210 in the Netherlands, 92 in Bermuda, 92 in China, 88 in Germany, 61 in Spain, 43 in Singapore, 28 in India, 18 in France, 17 in the United Arab Emirates, 16 in Ireland, 13 in Australia, 11 in Mexico, 10 in Hong Kong, 3 in Malaysia, 3 in Switzerland, 2 in Lebanon, 1 in Italy, and 1 in the Philippines. 4.To identify the median employee from our employee population as of October 1, 2024, 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 the payroll end date closest to September 30, 2024 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, 2024. 5.For purposes of determining annual total compensation for 2024 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 2024 Summary Compensation Table included in this Proxy Statement, plus compensation under non-discriminatory benefit plans. For our PEO, this included $25,264 in compensation under non-discriminatory benefit plans not reflected in the Summary Compensation Table. The median employee’s annual total compensation is not indicative of any other individual or group of employees of Markel Group. The unique structure of our business and the varying industries and geographies of our subsidiaries result in differing pay scales across our companies.

  58. Director Nominees for Inclusion in the Proxy Materials for the 2026 Annual Meeting of Shareholders (Proxy Access)

    Director Nominees for Inclusion in the Proxy Materials for the 2026 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 2026 Annual Meeting. Any eligible shareholder, or group of shareholders, wishing to nominate and include director nominees in the Company’s proxy materials for the 2026 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 4, 2025, and not later than December 4, 2025. 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.

  59. Other Business Proposals or Director Nominees for Consideration at the 2026 Annual Meeting of Shareholders

    Other Business Proposals or Director Nominees for Consideration at the 2026 Annual Meeting of Shareholders Under the Company’s Bylaws, any shareholder wishing to make a proposal or nominate a director at the 2026 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 21, 2026, and not later than February 20, 2026, unless the date of the 2026 Annual Meeting is more than 30 days before or more than 60 days after May 21, 2026, in which case the notice must be given not earlier than the 120th day prior to the date of the 2026 Annual Meeting and not later than the 90th day prior to the date of the 2026 Annual Meeting or the 10th day following the date on which the Company first publicly announces the date of the 2026 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 2026 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 22, 2026, unless the date of the 2026 Annual Meeting is more than 30 days before or after May 21, 2026, in which case the notice must be given no later 60 days prior to the date of the 2026 Annual Meeting or the 10th day following the date on which the Company first publicly announces the date of the 2026 Annual Meeting, whichever is later. Any matter or nomination proposed to be brought before the 2026 Annual 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.

  60. Other Business Proposals or Director Nominees for Consideration at the 2026 Annual Meeting of Shareholders

    | | By Order of the Board of Directors | | | Richard R. Grinnan, Secretary | | April 3, 2025 | |