MARKEL GROUP INC., DEF 14A filed on 4/3/2025
Proxy Statement (definitive)
v3.25.1
Cover
 12 Months Ended
Dec. 31, 2024
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Markel Group Inc.
Entity Central Index Key 0001096343
v3.25.1
Pay vs Performance Disclosure
 12 Months Ended
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
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.
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%
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:
Starting Amount:
Deducted:Added:Added:Added:Adjusted Amount:
YearNamed Executive OfficersSummary 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.
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.
        
Named Executive Officers, Footnote 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. 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. 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. 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. 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.
Peer Group Issuers, Footnote Dow Jones U.S. Property & Casualty Insurance Companies Index.        
PEO Total Compensation Amount $ 9,737,887 [1] $ 8,068,291 [2]      
PEO Actually Paid Compensation Amount [3],[4] $ 11,917,117 [1] 8,559,693 [2]      
Adjustment To PEO Compensation, Footnote 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:
Starting Amount:
Deducted:Added:Added:Added:Adjusted Amount:
YearNamed Executive OfficersSummary 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.
        
Non-PEO NEO Average Total Compensation Amount $ 3,059,435 [1] 2,469,487 [2] $ 1,668,541 [5] $ 2,027,504 [6] $ 1,893,420 [7]
Non-PEO NEO Average Compensation Actually Paid Amount [8] $ 3,490,644 [1],[3] 2,542,584 [2] 1,763,178 [5] 2,324,107 [6] 1,766,976 [7]
Adjustment to Non-PEO NEO Compensation Footnote 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:
Starting Amount:
Deducted:Added:Added:Added:Adjusted Amount:
YearNamed Executive OfficersSummary 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.
        
Compensation Actually Paid vs. Total Shareholder Return
3988
        
Compensation Actually Paid vs. Net Income
3990
        
Compensation Actually Paid vs. Company Selected Measure
6047313960434
3992
        
Total Shareholder Return Vs Peer Group
3988
        
Tabular List, 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
        
Total Shareholder Return Amount [3] $ 151.00 [1] 124.21 [2] 115.25 [5] 107.95 [6] 90.39 [7]
Peer Group Total Shareholder Return Amount [9] 219.19 [1] 164.40 [2] 144.76 [5] 125.88 [6] 103.11 [7]
Net Income (Loss) $ 2,847,406,000 [1] $ 2,101,090,000 [2] $ (101,203,000) [5],[10] $ 2,447,735,000 [6],[10] $ 831,767,000 [7]
Company Selected Measure Amount [11] 2,212,688,600 [1] 1,965,645,400 [2] 1,387,831,600 [5] 1,449,820,000 [6] 962,552,800 [7]
Additional 402(v) Disclosure
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).
        
Measure:: 2          
Pay vs Performance Disclosure          
Other Performance Measure, Amount [11],[12] 0.09 [1] 0.06 [2] 0.03 [5] 0.06 [6] 0.03 [7]
Co-PEO 1 [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount     $ 3,991,434 [5] $ 4,639,603 [6] $ 4,183,420 [7]
PEO Actually Paid Compensation Amount [3],[4]     $ 4,408,196 [5] $ 5,625,544 [6] $ 3,712,379 [7]
PEO Name     Thomas S. Gayner Thomas S. Gayner Thomas S. Gayner
Co-PEO 2 [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount     $ 3,981,772 [5] $ 4,630,441 [6] $ 4,192,222 [7]
PEO Actually Paid Compensation Amount [3],[4]     $ 4,398,534 [5] $ 5,616,382 [6] $ 3,721,181 [7]
PEO Name     Richard R. Whitt, III Richard R. Whitt, III Richard R. Whitt, III
PEO [Member]          
Pay vs Performance Disclosure          
PEO Name Thomas S. Gayner Thomas S. Gayner      
PEO [Member] | Measure:: 1          
Pay vs Performance Disclosure          
Name 5-year average of the Company’s operating income        
PEO [Member] | Measure:: 2          
Pay vs Performance Disclosure          
Name 5-year CAGR in the Company’s total shareholder return        
PEO [Member] | The Grant Date Fair Value of All Stock Awards Granted in the Applicable Year, as Reported in the Summary Compensation Table [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (6,277,084)        
PEO [Member] | 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 [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 6,186,189        
PEO [Member] | The Change as of the End of the Covered 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 [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,634,577        
PEO [Member] | The Change as of the Vesting Date 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 [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 635,548        
Non-PEO NEO | The Grant Date Fair Value of All Stock Awards Granted in the Applicable Year, as Reported in the Summary Compensation Table [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,394,731)        
Non-PEO NEO | 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 [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,374,514        
Non-PEO NEO | The Change as of the End of the Covered 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 [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 345,081        
Non-PEO NEO | The Change as of the Vesting Date 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 [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 106,345        
[1] 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.
[2] 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.
[3] 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:
Starting Amount:
Deducted:Added:Added:Added:Adjusted Amount:
YearNamed Executive OfficersSummary 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.
[4] 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.
[5] 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.
[6] 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.
[7] 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.
[8] 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.
[9] Dow Jones U.S. Property & Casualty Insurance Companies Index.
[10] 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.
[11] 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.
[12] The term CAGR means compound annual growth rate.
v3.25.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true