Why is the Chief Operating Officer leaving, and what does he receive?

Michael R. Heaton's departure follows the new leadership appointments. The filing states that he and the Company mutually agreed on a departure date of March 23, 2026, and that his separation gave rise to severance entitlements under his previously disclosed employment agreement. The filing does not describe the amount of severance.

Who now leads Markel Insurance and Markel Ventures?

Simon Wilson, previously CEO of Markel Insurance, was appointed EVP and CEO, Markel Insurance. Andrew G. Crowley, previously President of Markel Ventures, was appointed EVP and President, Markel Ventures. Both appointments are effective February 23, 2026, and both report to Tom Gayner, CEO.

How is executive pay changing for 2026?

Effective in the 2026 performance year, the Compensation Committee raised base salaries for Wilson, Crowley, Grinnan and Costanzo, and increased target equity award levels for Gayner, Wilson and Costanzo. Gayner's target annual cash incentive also rose from 200% to 210% of base salary. Equity awards are 75% performance-based and 25% service-based.

How will the 2026 performance equity awards be measured?

Performance-based awards require achievement of pre-established goals based on two equally weighted metrics: the Company's average operating income and the compounded annual growth rate in its closing stock price (total shareholder return), both measured over 2022 to 2026. Performance and service awards both vest on three-year cliff schedules, and service-based awards are also subject to a five-year holding period.

What changed in the shareholder rights under the amended Bylaws?

The Board amended and restated the Bylaws on February 25, 2026, to allow special shareholder meetings to be called on the written request of shareholders owning at least 25% of the voting power of outstanding stock entitled to vote at the meeting, held for at least one year, who follow the procedures in the Amended and Restated Bylaws.

MKL 8-K: Leadership Changes & Corporate Changes

01—Abstract

Summary

Summary of the 8-K filed February 26, 2026. Cited figures are marked; the original filing is the authoritative source.

Markel Group Inc. (NYSE: MKL) announced a leadership restructuring on February 23, 2026.

Simon Wilson, CEO of Markel Insurance, was appointed Executive Vice President and CEO, Markel Insurance, and Andrew G. Crowley, President of Markel Ventures, was appointed Executive Vice President and President, Markel Ventures. Both will report to Tom Gayner, CEO.

Amy McCann was promoted to Chief Administrative Officer, retaining her role as General Counsel of Markel Ventures. Michael R. Heaton, Executive Vice President and Chief Operating Officer, is leaving the company; he ceased serving in that role effective February 21, 2026, with a mutually agreed departure date of March 23, 2026, and his separation triggers severance entitlements under his previously disclosed employment agreement.

The Compensation Committee approved 2026 performance-year compensation changes effective February 24, 2026. Base salary increases include Wilson (from $877,305 to $894,851^a), Crowley and Brian J. Costanzo, CFO (each from $500,000 to $530,000), and Richard R.

Grinnan, Senior Vice President, Chief Legal Officer and Secretary (from $620,000 to $640,000^b). Target equity award potential was raised for Gayner (550% to 565% of base salary), Wilson (175% to 225%), and Costanzo (175% to 190%), and Gayner's target annual cash incentive rose from 200% to 210%. For 2026, 75% of the equity award target will be performance-based and 25% service-based.

Performance awards are tied equally to average operating income and total shareholder return CAGR over 2022 to 2026. Separately, on February 25, 2026, the Board amended and restated the Bylaws to allow shareholders owning at least 25%^c of voting power, held for at least one year, to call special meetings of shareholders, subject to specified procedures.

02—Key points

Key Highlights

Michael R. Heaton (EVP and Chief Operating Officer) is departing; his role ceased February 21, 2026, with a mutually agreed departure date of March 23, 2026, and severance under his prior employment agreement.
Simon Wilson was appointed EVP and CEO, Markel Insurance, and Andrew G. Crowley was appointed EVP and President, Markel Ventures, both effective February 23, 2026, reporting to CEO Tom Gayner.
Amy McCann was promoted to Chief Administrative Officer while retaining her role as General Counsel of Markel Ventures.
Gayner's target equity award potential increased from 550% to 565% of base salary and his target annual cash incentive increased from 200% to 210%.
2026 executive equity awards are 75% performance-based (average operating income and five-year TSR CAGR, equally weighted, 2022 to 2026) and 25% service-based, with three-year cliff vesting; service-based awards carry an additional five-year holding period.
Base salaries rose for Wilson ($877,305 to $894,851), Crowley and Costanzo ($500,000 to $530,000 each), and Grinnan ($620,000 to $640,000).
The Board amended the Bylaws to let shareholders holding at least 25% of voting power for one year request special shareholder meetings.

03—Questions

Frequently Asked Questions

Why is the Chief Operating Officer leaving, and what does he receive?
Michael R. Heaton's departure follows the new leadership appointments. The filing states that he and the Company mutually agreed on a departure date of March 23, 2026, and that his separation gave rise to severance entitlements under his previously disclosed employment agreement. The filing does not describe the amount of severance.
Who now leads Markel Insurance and Markel Ventures?
Simon Wilson, previously CEO of Markel Insurance, was appointed EVP and CEO, Markel Insurance. Andrew G. Crowley, previously President of Markel Ventures, was appointed EVP and President, Markel Ventures. Both appointments are effective February 23, 2026, and both report to Tom Gayner, CEO.
How is executive pay changing for 2026?
Effective in the 2026 performance year, the Compensation Committee raised base salaries for Wilson, Crowley, Grinnan and Costanzo, and increased target equity award levels for Gayner, Wilson and Costanzo. Gayner's target annual cash incentive also rose from 200% to 210% of base salary. Equity awards are 75% performance-based and 25% service-based.
How will the 2026 performance equity awards be measured?
Performance-based awards require achievement of pre-established goals based on two equally weighted metrics: the Company's average operating income and the compounded annual growth rate in its closing stock price (total shareholder return), both measured over 2022 to 2026. Performance and service awards both vest on three-year cliff schedules, and service-based awards are also subject to a five-year holding period.
What changed in the shareholder rights under the amended Bylaws?
The Board amended and restated the Bylaws on February 25, 2026, to allow special shareholder meetings to be called on the written request of shareholders owning at least 25% of the voting power of outstanding stock entitled to vote at the meeting, held for at least one year, who follow the procedures in the Amended and Restated Bylaws.

04—Continue

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