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Markel Group 8-K Report, Executive Changes (Feb 21, 2025)

Reports
Leadership Changes
Filing Date
Filed February 21, 2025
Period End
February 18, 2025
Security
MKL
In the record · 2016–202610-K1110-Q338-K100

MKL filed 11 annual reports (10-K), 33 quarterly reports (10-Q) and 100 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · Nov ’17Nov ’17
  2. Leadership change8-K · Nov ’20Nov ’20
  3. Leadership change8-K · Nov ’22Nov ’22
  4. Material agreement8-K · Oct ’26Oct ’26

01—Abstract

Summary

Summary of the 8-K filed February 21, 2025. Cited figures are marked; the original filing is the authoritative source.

Markel Group Inc. filed this Form 8-K on February 21, 2025 under Item 5.02 to disclose a compensation change for Brian J.

Costanzo, the Company's Chief Financial Officer. On February 18, 2025, the Compensation Committee of the Board of Directors approved an increase in Mr. Costanzo's target equity award potential, expressed as a percentage of base salary, from 125% to 175%. His base salary is $500,000a.

The filing also describes the structure of equity awards for executive officers for the 2025 performance year. Seventy-five percent of the total equity award target will be allocated to performance-based equity awards and the remaining 25%b to service-based equity awards. Performance-based awards depend on two equally weighted metrics measured over the five-year period from 2021 to 2025: the Company's average operating income and the compounded annual growth rate in its closing stock price (total shareholder return).

Both award types are subject to three-year cliff vesting, and service-based awards carry an additional five-year holding period. For investors, the filing is primarily a governance disclosure. It shows the Board tying a substantial portion of the CFO's equity pay to operating income and shareholder return performance, with a longer holding period on service-based awards.

02—Key points

Key Highlights

  1. On February 18, 2025, the Compensation Committee approved raising the CFO's equity award target from 125% to 175% of base salary.
  2. Brian J. Costanzo's base salary is $500,000.
  3. For the 2025 performance year, 75% of executive equity award targets are allocated to performance-based awards and 25% to service-based awards.
  4. Performance-based awards are tied to two equally weighted metrics: average operating income and total shareholder return (CAGR in closing stock price), both measured over 2021 to 2025.
  5. Both performance-based and service-based equity awards are subject to three-year cliff vesting.
  6. Service-based equity awards carry an additional five-year holding period.
  7. The filing references a prior Form 8-K filed February 26, 2024 for additional information on executive equity awards.

03—Questions

Frequently Asked Questions

  1. What compensation change was approved for the CFO?

    The Compensation Committee increased the target potential for Brian J. Costanzo's equity awards, expressed as a percentage of base salary, from 125% to 175%. The approval was made on February 18, 2025.

  2. How are the 2025 executive equity awards structured?

    Seventy-five percent of the total equity award target is allocated to performance-based equity awards and 25% to service-based equity awards. Both types vest on three-year cliff schedules, and service-based awards are also subject to a five-year holding period.

  3. What performance metrics determine the performance-based equity awards?

    Two equally weighted metrics measured over the five-year period from 2021 to 2025: the Company's average operating income and the compounded annual growth rate in its closing stock price (total shareholder return).

  4. What is the CFO's base salary?

    Mr. Costanzo's base salary is $500,000. Equity award targets are expressed as a percentage of this base salary.

04—Continue

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