GRANTS OF PLAN-BASED AWARDS


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

Estimated Possible Payouts Under
Non-Equity Incentive Plan Awards*

Estimated Possible Payouts Under
Equity Incentive Plan Awards**

All Other Stock Awards:
Number of Units
(#)

Grant Date
Fair
Value of Stock Awards
($)
Name Grant Date
Threshold
($)

Target
($)

Maximum
($)

Threshold
($)

Target
($)

Maximum
($)

Alan I. Kirshner
2/21/2017
2/21/2018

$360,000 $900,000 $2,250,000
$360,000

$900,000 $1,800,000 647 $720,000
Thomas S. Gayner
2/21/2017
2/21/2018

$570,000 $1,425,000 $2,375,000 $570,000 $1,425,000 $2,850,000 1,025 $1,140,000
Richard R. Whitt, III
2/21/2017
2/21/2018

$570,000 $1,425,000 $2,375,000 $570,000 $1,425,000 $2,850,000 1,025 $1.140,000
F. Michael Crowley
2/21/2017
2/21/2018

$540,000 $1,350,000 $2,250,000 $540,000 $1,350,000 $2,700,000 971 $1,080,000
Anne G. Waleski
2/21/2017
2/21/2018

$260,000 $650,000 $1,625,000 $260,000 $650,000 $1,300,000 467 $520,000


^* a			~~The Executive Bonus Plan caps~~For 2023, non-equity incentive plan awards ~~at 250%~~for the named executive officers (other than Mr. Costanzo) were subject to a cap of ~~base salary,~~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. ~~The~~In addition, the Compensation Committee reserves ~~the right to approve supplementary bonuses outside of the Plan~~sole discretion in the case of growth in book value per share or total shareholder return under 6% in determining if cash awards are merited and, if so, in determining the performance modifier(s), subject to a cap of 20% of target potential, to be used to calculate such cash awards. The Compensation Committee also may approve, in its sole discretion, additional cash awards in the case of growth in book value per share or total shareholder return equal to or exceeding 17% or inother supplemental cash awards, including awards made outside of the Non-Equity Incentive Plan, under other special circumstances.


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

Discussion

When targets are set for performance-based Non-Equity Incentive Plan and 2016 Equity Incentive Plan awards, potential awards are expressed as a percentage of target potential. In the case of growth in book value per share or total shareholder return under 6%, the Compensation Committee reserves sole discretion in determining if cash or equity awards are merited and if so, in determining the performance modifier(s), subject to a cap of 20% of target potential, to be used to calculate such awards. The Compensation Committee ~~reserves the right to~~also may approve, ~~supplemental~~in its sole discretion, additional cash or equity awards in the case of growth in book value per share or total shareholder return equal to or exceeding 17% or ~~more in specific~~other supplemental cash or equity awards, including cash awards made outside of the Non-Equity Incentive Plan, under other special circumstances. ~~For Messrs. Gayner, Whitt and Crowley, target potential is 150% of base salary at year end. For Mr. Kirshner and Ms. Waleski, target potential is 100% of base salary at year end.~~

~~This~~The table above shows all grants of cash and equity awards made under the ~~Company’s incentive plans made during 2017. The~~Non-Equity Incentive Plan (other than for Mr. Costanzo) and the 2016 Equity Incentive Plan, respectively, for 2023 performance.

•For the equity awards with a grant date of May 16, 2023, the “Grant Date Fair Value of Stock Awards” column shows the fair value of the discretionary, time-based RSU awards actually made on that date. See “Discretionary Equity Awards” above for a description of these awards.

•For the equity awards with a grant date of February 20, 2024, (i) the “All Other Stock Awards” column represents the actual payout made in ~~2018~~2024 for ~~2017~~2023 performance and (ii) the “Grant Date Fair Value of Stock Awards” column shows the fair value, for financial reporting ~~purposes. The remaining columns represent compensation~~purposes, of the awards actually made on that ~~was potentially payable~~date for ~~2017.~~2023.

•Amounts shown in the “Non-Equity Incentive Plan Awards” and “Equity Incentive Plan Awards” columns (other than the awards made May 16,2023) for all named executive officers reflect potential payouts for ~~2017~~2023 performance to each named executive officer at threshold, target and maximum performance levels. To compare these potential payouts with amounts actually paid, see the discussion below under ~~“Non-Equity Incentive Plan Awards”~~“Performance-Based Non-Equity Awards and ~~“Stock~~Equity Awards.”

~~The awards shown for the named individuals dated 2/21/2018 under “All Other Stock Awards” represent the actual payout made in 2018 for 2017 performance.~~

Performance-Based Non-Equity ~~Incentive Plan~~Awards and Equity Awards

For ~~2017,~~2023, all named executive officers were eligible to ~~receive~~receive:

•Performance-based cash awards under the Company’s ~~Executive Bonus~~Non-Equity Incentive Plan (other than for Mr. Costanzo), expressed as a percentage of target potential; and

•Performance-based equity awards, payable in RSUs, approved by the Compensation Committee, expressed as a percentage of target potential. ~~For Messrs. Gayner, Whitt and Crowley, target potential is 150%~~Each RSU represents the right to receive one share of ~~base salary, and for the other named executive officers, target potential is 100% of base salary.~~ Common Stock.

Performance Criteria

For all ~~the~~ named executive officers, potential cash awards (other than for Mr. Costanzo and Ms. Gendron) and potential equity awards (other than for Ms. Gendron) were based on ~~the five-year straight average~~a 50/50 weighting of the ~~growth in~~CAGR of the two performance criteria, book value per share of Common Stock and total shareholder return, as ~~reflected~~set forth in the grid below. The five-year straight average of the growth in book value for the period ending December 31, 2017 was 11% (rounded to the nearest whole number), yielding an incentive payout of 80% of one’s target potential. As described on page 18, the calculation of growth in book value for the 2013-2017 years, as adjusted, equates to 13.25% for 2013; 14.42% for 2014; 3.29% for 2015; 8.46% for 2016; and 13.61% for 2017.

5 Year Annual Growth in Book Value Per Share
Award as % of Target Potential under the Plan
Under 6%     0%
6%*   40%
7%*   40%
8%*   40%
9%*   40%
10%   60%
11%   80%
12% 100%
13% 125%
14% 150%
15% 175%
16% 200%
17% or more ** Discretionary


5-Year CAGR	Book Value Per Share as a % of Target Potential	Total Shareholder Return as a % of Target Potential	Total Award as a % of Target Potential
Under 6%*	0 - 20%	0 - 20%	0 - 40%
6%	20%	20%	40%
7%	30%	30%	60%
8%	40%	40%	80%
9%	45%	45%	90%
10%	50%	50%	100%
11%	55%	55%	110%
12%	60%	60%	120%
13%	70%	70%	140%
14%	80%	80%	160%
15%	90%	90%	180%
16%	100%	100%	200%
17% or more**	Discretionary	Discretionary	Discretionary



*			In the case of performance in this range, the Compensation Committee, in its sole discretion, will determine if an award is ~~expected to use discretion to determine whether the award should be reduced.~~merited based upon relevant facts and circumstances.
**			In the case of high performance at this level, the maximum Award will be 250% of Base Salary and, the Committee may, in its discretion, reduce the maximum amount payable. In addition, the Committee may, in its discretion, award additional bonuses outside the Plan.

~~No discretionary awards were made to any of the named executive officers for 2017.~~

~~Stock Awards~~

For 2017, the Compensation Committee also approved performance-based Restricted Stock Unit awards for the named executive officers under the 2016 Equity Incentive Compensation Plan. Each unit represents the right to receive one share of Common Stock. The grid below shows potential Restricted Stock Unit grants under the awards for the named executive officers, expressed as a percentage of target potential. For Messrs. Gayner, Whitt and Crowley, target potential is 150% of base salary. For the other named executive officers, target potential is 100% of base salary. Potential awards were based on the five year straight average of growth in book value for the period from January 1, 2013 to December 31, 2017. See “Outstanding Equity Awards at Fiscal Year-End” for additional information on vesting. The five-year straight average growth in book value for the period ending December 31, 2017 was 11% (rounded to the nearest whole number) yielding Restricted Stock unit grants of 80% of one’s target potential. As described on page 18, the calculation of growth in book value for the 2013-2017 years, as adjusted, equates to 13.25% for 2013; 14.42% for 2014; 3.29% for 2015; 8.46% for 2016; and 13.61% for 2017.

5 Year Annual Growth in Book Value Per Share
Restricted Stock Unit Award as % of Target Potential under the Plan
Under 6%     0%
6%*   40%
7%*   40%
8%*   40%
9%*   40%
10%   60%
11%   80%
12% 100%
13% 125%
14% 150%
15% 175%
16% 200%
17% or more ** Discretionary



*	In the case of performance in this range, the Compensation Committee, ~~is expected to use discretion to determine whether the award should be reduced.~~
**	~~In the case of high performance at this level, the Committee may,~~ in its sole discretion, will determine if an additional award ~~additional Restricted Stock Units outside of the 2016 Plan.~~is merited based upon relevant facts and circumstances.

~~No discretionary~~

Performance Modifiers

As noted under “Payouts for 2023 Performance” above: (a) the five-year CAGR in book value per share from January 1, 2019 through December 31, 2023, taking into account adjustments for share repurchases and other equity account transactions, was 11%, and the five-year CAGR in total shareholder return from January 1, 2019 through December 31, 2023, was 6%; and (b) based on the performance grids set forth above, the performance modifiers used to determine awards under the Non-Equity Incentive Plan and the 2016 Equity Incentive Plan for 2023 performance were ~~made to any~~as follows for all of the named executive officers (other than as noted below under “Awards” for ~~2017.~~Mr. Costanzo and Ms. Gendron):


Performance Criteria	5-Year CAGR	Performance Modifier Expressed as a Percentage of Target Potential
Book Value Per Share	11%	55%
Total Shareholder Return	6%	20%
	Total Performance Modifier:	75%

Awards

After taking into account the performance criteria and corresponding performance modifiers noted above, cash awards and equity awards for the named executive officers (other than as noted below for Mr. Costanzo and Ms. Gendron) under the Non-Equity Incentive Plan and the 2016 Equity Compensation Plan, respectively, for the 2023 performance year were as follows, based on a 75% performance modifier:


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

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END


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

Stock Awards
Name
Number of
Shares or Units
of Stock That
Have Not Vested^*

Market Value of
Shares or Units of
Stock That Have
Not Vested

Alan I. Kirshner 3,537
$4,029,103
Thomas S. Gayner 3,110
$3,542,694
Richard R. Whitt, III 3,110
$3,542,694
F. Michael Crowley 0
$0
Anne G. Waleski 1,927
$2,195,104


a			See table included under “Discussion” below for the applicable vesting schedules.
^* b			Values are based on the closing price of shares of Common Stock on December 31, 2023 ($1,419.90 per share).
c			Does not include ~~1,390 units~~1,112 RSUs that have not been settled in shares to ~~each of Messrs.~~Mr. Gayner ~~Whitt and Crowley~~ at December 31, ~~2017,~~2023, but which pursuant to a retention ~~awards~~award made in May 2010 have vested. 20% of the units awarded in May 2010 vested and were issued after one year. The remaining 80% of the units vested in May 2015. Of the 80% of the units that vested in May 2015, 25% of the units were settled in shares in July 2015 upon attaining share price targets in accordance with the terms of the stock award, an additional 12.5% of the units were settled in shares in January 2016 upon attaining share price targets in accordance with the terms of the award. An additional 12.5% of the units were settled in shares in January 2018 for Messrs. Gayner and Whitt upon attaining share price targets in accordance with the terms of the award. The additional 12.5% of the units payable upon attaining share price targets for Mr. CrowleyThese RSUs will be settled in shares ~~on July 2, 2018. The remaining units are payable~~ following termination of employment. Violation of non-competition agreements contained in the award agreement may result in cancellation of the award, even after vesting.

~~For each of Messrs. Kirshner, Gayner, and Whitt and Ms. Waleski~~


	RSUs Vesting
Name	February 2024	December 2024	December 2025	May 2026
Thomas S. Gayner	—	1,874	1,558	1,068
Michael R. Heaton	92	342	482	368
Jeremy A. Noble	—	535	482	368
Richard R. Grinnan	—	297	306	258
Brian J. Costanzo	—	69	54	29
Teresa S. Gendron	—	—	—	—

~~which are valued based on the closing price of shares of Common Stock on December 31, 2017 ($1,139.13 per share). The deferred shares will be distributed based on Mr. Gayner’s elections.~~

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

~~The~~In May 2023, the Company ~~has~~ entered into anamended and restated employment ~~agreement~~agreements with each of the named executive officers (other than Mr. ~~Kirshner which provides for his~~Costanzo).

The amended and restated employment ~~as an executive officer. The agreement has an~~agreements extend the end of the initial ~~term of one year~~terms from December 31, 2024 to December 31, 2026 and isare 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 ~~his~~the executive’s employment without cause. An employment agreement was entered with Mr. Costanzo on December 18, 2023, upon his appointment as the Company’s Chief Financial Officer.

Under the ~~terms~~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 ~~his~~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 ~~agreement, Mr. Kirshner has agreed~~agreements require each executive to preserve the confidentiality of the ~~Company’s proprietary data~~Company's confidential information, and, ~~has also agreed not to compete with~~during the ~~Company~~term of the agreement and for ~~a period of 24~~twelve months following ~~termination. Upon his~~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 ~~his~~ base salary for twelve ~~months. If~~months, and all outstanding granted equity awards will become fully vested, with performance equity awards vesting at the ~~agreement~~target level;

•if employment is terminated by the Company for cause, ~~or voluntarily by Mr. Kirshner,~~then the Company’s obligations under the agreement will ~~terminate. If~~terminate;

•if the executive resigns or voluntarily leaves, except under the circumstances described below, the Company’s obligations under the agreement will terminate, subject to the terms of any applicable RSU or other equity award agreement; and

•if employment is terminated by the Company without cause, the executive voluntarily resigns with good reason following a change in control, or the executive otherwise voluntarily resigns by virtue of a material breach by the Company, then, provided the executive complies with the confidentiality, non-competition and non-solicitation covenants in, and other applicable terms and conditions under, the agreement, (i) the Company will continue to pay ~~Mr. Kirshner~~ his or her base salary ~~and provide continuing benefits for 24 months from the date of~~commencing within 60 days after termination ~~(beginning~~(or beginning six months after termination if certain provisions of Section 409A of the Internal Revenue Code of 1986, as amended, apply)~~. In addition, subject to compliance with~~ and provide continued coverage under the ~~covenants in his employment agreement regarding confidentiality~~Company’s group health plan for twenty-four months for Messrs. Gayner, Heaton and ~~non-competition, at~~Noble, and for twelve months for Messrs. Grinnan and Costanzo, (ii) the ~~end of the 24-month period, Mr. Kirshner~~executive will be entitled to ~~receive~~ a lump sum payment equal to ~~twice~~ the amount of his or her target annual cash incentive bonus, ~~if any, paid to him~~payable within 30 days following the first and second anniversaries of the termination date for the calendar year preceding the year in which termination occurs. The agreement also provides for annual salary reviews, bonuses by the Board of Directors, five weeks of annual vacation and participation in health, 401(k) and other benefit plans available to all U.S. employees.

~~The Company has entered into similar agreements with~~ Messrs. Gayner, ~~Whitt~~Heaton and ~~Crowley~~Noble, and ~~Ms. Waleski, with differences principally in~~following the ~~duration~~first anniversary of the ~~non-competition provision (which extends~~termination date for ~~twelve months)~~Messrs. Grinnan and in termination compensation. Due to Mr. Crowley’s retirement on December 31, 2017, his agreement does not continue beyond that date but he is included in the table below because the table assumes a change of control as of December 31, 2017.

~~These agreements provide for the payment of salary~~Costanzo, and benefits for twelve months if the executive’s employment is terminated without cause or, following a Change in Control, the executive voluntarily terminates employment for Good Reason. Following a Change in Control, in the case of either termination without cause or voluntary termination for Good Reason but subject to compliance with the covenants in the employment agreement regarding confidentiality and non-competition,(iii) all outstanding granted equity awards held by the executive will ~~also be entitled to receive a lump sum payment~~become fully vested as of the termination date, with performance equity awards vesting at the ~~end of the 12-month period equal to the amount of bonus, if any, paid to the executive for the calendar year preceding the year in which termination occurs.~~target level.

For these ~~purposes “Good Reason”~~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 ~~the executive’s~~ 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 ~~the executive’s~~his or her duties.

•“Change in ~~Control”~~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 Directors~~ of the Company, in each case unless the owners of 50% or more of the Company’s outstanding voting securities before the transaction remain the owners of 50% or more of the outstanding voting securities of the Company or other resulting entity following a transaction.

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

Cash Payments and Benefits

The estimated cash payments and benefits that would be provided upon termination under the various scenarios set forth above are quantified in the following table, assuming termination of employment took place on December 31, ~~2017. If the executive breached the~~2023. Upon a breach of applicable covenants in ~~the executive’s~~each employment agreement, including regarding competition or confidential information, the Company would not be obligated to continue making payments.


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



~~Name~~	~~Death or~~ ~~Disability~~	~~Termination~~ ~~for Cause or~~ ~~Voluntary~~ ~~Termination~~ ~~by Executive~~	~~Termination~~ ~~without~~ ~~Cause~~	~~Termination~~ ~~for Good~~ ~~Reason After~~ ~~Change in~~ Control*

~~Alan I. Kirshner~~ ~~Payments~~ ~~Benefits~~	~~$900,000~~ ~~-0-~~	~~-0-~~ ~~-0-~~	~~$3,240,000~~ ~~$23,332~~	~~N/A~~
~~Thomas S. Gayner~~ ~~Payments~~ ~~Benefits~~	~~$950,000~~ ~~-0-~~	~~-0-~~ ~~-0-~~	~~$950,000~~ ~~$11,666~~	~~$1,710,000~~ ~~$11,666~~
~~Richard R. Whitt, III~~ ~~Payments~~ ~~Benefits~~	~~$950,000~~ ~~-0-~~	~~-0-~~ ~~-0-~~	~~$950,000~~ ~~$11,666~~	~~$1,710,000~~ ~~$11,666~~
~~F. Michael Crowley~~ ~~Payments~~ ~~Benefits~~	~~$900,000~~ ~~-0-~~	~~-0-~~ ~~-0-~~	~~$900,000~~ ~~$11,666~~	~~$1,620,000~~ ~~$11,666~~
~~Anne G. Waleski~~ ~~Payments~~ ~~Benefits~~	~~$650,000~~ ~~-0-~~	~~-0-~~ ~~-0-~~	~~$650,000~~ ~~$11,666~~	~~$1,130,000~~ ~~$11,666~~


^* a	If Messrs. Gayner, ~~Whitt~~Heaton, Noble, Grinnan, or ~~Crowley or Ms. Waleski~~Costanzo were terminated by the Company without cause following a ~~Change~~change in ~~Control,~~control, they would receive cash payments and benefits as described in this column.

~~Discussion~~

~~As of December 31, 2017, Messrs. Kirshner, Gayner~~

Equity Awards

In addition to the cash payments and ~~Whitt~~benefits described under “Cash Payments and ~~Ms. Waleski had received Restricted Stock Unit awards~~Benefits” above, under ~~the Company’s 2016 Equity Incentive Compensation Plan and 2012 Equity Incentive Compensation Plan that have not yet vested. If,~~each executive’s employment agreement, if, within twelve months following a ~~Change~~change in ~~Control, their~~control, employment ~~were~~is terminated involuntarily without cause or ~~they~~the named executive officer voluntarily terminated employment for ~~Good Reason, all~~good reason:

•All outstanding, ~~terms and conditions on~~unvested equity awards held by the ~~Restricted Stock Units~~named executive officer would ~~be deemed~~become fully ~~satisfied and~~ vested. As of December 31, 2017, all of Mr. Crowley’s outstanding Restricted Stock Unit awards vested because of his retirement on such date; however, he is included in the table above because the table assumes the specified events occurred on December 31, 2017, the last day of Mr. Crowley’s employment.2023, Messrs. Gayner, Heaton, Noble, Grinnan and Costanzo had received RSUs that had not yet vested. See “Outstanding Equity Awards at Fiscal Year-End” above for a summary of outstanding ~~Restricted Stock Units~~RSUs, and ~~their~~the market value of those RSUs, at December 31, ~~2017.~~2023; and

~~In addition, under~~•All performance-based equity awards for such executive for which the ~~circumstances described above, all outstanding Performance Grants under the 2016 Equity Incentive Compensation Plan~~performance period had not yet been fully completed would be deemed fully ~~earned.~~vested at 100% target potential. At December 31, ~~2017,~~2023, that would have resulted in the issuance of additional shares of Common Stock worth ~~$1,800,000 to Mr. Kirshner; $2,850,000 each to Messrs. Gayner and Whitt; $2,700,000 to Mr. Crowley; and $1,300,000 to~~the amounts set forth in the grid below.


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

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

Equity Compensation Plan Information

The following table presents information as of December 31, ~~2017~~2023 with respect to compensation plans under which shares of the Company’s Common Stock are authorized for issuance.


Plan Category	Number of Securities to Be Issued upon Exercise of Outstanding Options, Warrants and Rights (including Restricted Stock Units)	Weighted Average Exercise Price of Outstanding Options, Warrants and Rights	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plansa
Equity Compensation Plans Approved by Shareholders	80,717b	—	318,675
Equity Compensation Plans Not Approved by Shareholders	—	—	—
Total	80,717	—	318,675

Plan Category
Number of Securities
to Be Issued upon
Exercise of
Outstanding Options,
Warrants and Rights
(including Restricted
Stock Units)

Weighted Average
Exercise Price of
Outstanding Options,
Warrants and Rights

Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans^a

Equity Compensation Plans Approved by Shareholders
66,373^b
$0 348,827
Equity Compensation Plans Not Approved by Shareholders
450^c
$285.15 0
Total 66,823 $285.15 348,827

~~________________~~

This column includes, ~~235,137~~as of December 31, 2023, 86,144 shares available for grant under the 2016 Equity Incentive ~~Compensation~~ Plan and ~~113,690~~an aggregate 232,531 shares available for issuance or purchase on the open market under the ~~Employee~~2020 Stock Purchase Plan, including 116,992 shares allocated to the Qualified Component of the 2020 Stock Purchase Plan and ~~Bonus~~115,539 shares allocated to the Non-Qualified Component of the 2020 Stock Purchase Plan.

The Company has no outstanding options, warrants or rights under the 2016 Equity Incentive Plan or the Company’s prior equity plans, including the Omnibus Incentive Plan and the 2012 ~~Equity Incentive Compensation Plan or the 2016~~ Equity Incentive Compensation Plan. Amounts reported represent shares to be issued in respect of outstanding or vested ~~Restricted Stock Units~~RSUs under ~~the Omnibus Incentive Plan, the 2012 Equity Compensation Plan and 2016 Equity Incentive Compensation Plan,~~these plans, including ~~10,690 shares which~~32,785 RSUs that have vested but with respect to which receipt of issued shares has been deferred. Since ~~Restricted Stock Units~~RSUs do not have an exercise price, they are not taken into account in the computation of the weighted average exercise price.


Most Important Financial Performance Measures Used by the Company to Link Compensation Actually Paid to Company’s Performance
^c
~~In connection with the acquisition of Aspen Holdings, Inc., outstanding options to purchase Aspen common stock were converted into options to purchase shares of~~5-year CAGR in the Company’s ~~Common Stock. No additional options may be issued under~~book value per share
5-year CAGR in the ~~Aspen plans. Includes 450 shares issuable upon exercise of converted Aspen options.~~Company’s total shareholder return

See “Compensation Discussion and Analysis – Incentive Compensation” for additional discussion of the relationship between these financial performance measures and compensation paid to the Company’s named executive officers for the most recently completed fiscal year. See “Cash Incentive Compensation for Brian J. Costanzo” and “Compensation for Teresa S. Gendron” above for discussion of Mr. Costanzo’s and Ms. Gendron’s respective performance metrics.

PAY RATIO

As required and set forth by Section 953(b) of the Dodd-Frank ~~Wall Street Reform and Consumer Protection~~ Act, and Item 402(u) of Regulation S-K (the ~~“Pay~~Pay Ratio ~~Rule”)~~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 ~~Principal Executive Officer (“PEO”).~~PEO during 2023.

For ~~2017,~~2023, our last completed fiscal year:

•the annual total compensation of our median employee ~~(other than our PEO)~~ was ~~$41,285;~~$55,103; and

•the annual total compensation of our PEO was ~~$2,369,922.~~$8,091,063.

Based on this information, for ~~2017~~2023, the ratio of the annual total compensation of our PEO to the annual total compensation of our median employee was ~~57.40~~146.8 to 1.

To determine the annual total compensation of our median employee and our PEO, we used the following methodology and material assumptions, adjustments and estimates:

We determined that, as of October 2, 2017, our employee population consisted of approximately 14,800 individuals working at our consolidated subsidiaries as of such date, of which approximately 12,300 were U.S. employees and approximately 2,500 were non-U.S. employees. This population consisted of full-time, part-time, temporary and seasonal employees employed on that date. We selected October 2, 2017, which is within the last three months of 2017, 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.

Our employee population for determining the median employee, after taking into consideration certain adjustments allowed by the Pay Ratio Rule, consisted of approximately 14,300 individuals in the United States, United Kingdom, Dominican Republic, Canada and Bermuda. As permitted under the Pay Ratio Rule, we excluded 529 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 employees were as follows: 212 in the Netherlands, 62 in Germany, 54 in China, 49 in Brazil, 29 in Spain, 25 in Singapore, 19 in Ireland, 16 in Mexico, 15 in Colombia, 9 in Puerto Rico, 8 in Sweden, 7 in Switzerland, 7 in the UAE, 6 in France, 4 in Lebanon, 2 in Argentina, 2 in Japan, 2 in Malaysia, 1 in Hong Kong.


3.	The employee population for determining our median employee also did not include 485 employees of State National Companies, Inc., which we acquired in a transaction that closed on November 17, 2017, after the determination date.


4.	To identify the median employee from our employee population, we consistently compared the amount of compensation for all our employees included in the calculation as reflected in our payroll records for the period from January 1 to September 30, 2017.

For purposes of determining annual total compensation for 2017 for both our PEO and median employee, we used the method used to determine the amount reported for our PEO in the “Total” column of our 2017 Summary Compensation Table included in this Proxy Statement plus personal benefits that aggregate less than $10,000 and compensation under non-discriminatory benefit plans. For our PEO, this included $3,150 in personal benefits not reflected in the Summary Compensation Table.

1.We determined that, as of October 1, 2023, our employee population, excluding our PEO, consisted of approximately 21,337 individuals working at our consolidated subsidiaries as of such date, of which approximately 18,522 were U.S. employees and approximately 2,815 were non-U.S. employees. This population consisted of full-time, part-time, temporary and seasonal employees employed on that date.

2.We selected October 1, 2023, which was the earliest date in 2023 permitted under the Pay Ratio Rule, as the determination date for identifying the median employee to allow sufficient time to identify the median employee given the global scope of our operations. This approach is consistent with the approach we have taken in prior years.

3.Our employee population for determining the median employee, after taking into consideration certain adjustments allowed by the Pay Ratio Rule, consisted of approximately 20,682 individuals in the United States, United Kingdom, Dominican Republic and Canada. As permitted under the Pay Ratio Rule, we excluded 655 non-U.S. employees from the determination of the median employee to reduce the number of jurisdictions and separate payrolls, and thus the significant time and effort, involved in identifying the median employee. The number and jurisdictions of the excluded non-U.S. employees were as follows: 215 in the Netherlands, 98 in Bermuda, 84 in China, 77 in Germany, 56 in Spain, 34 in Singapore, 19 in India, 15 in France, 15 in Ireland, 12 in the United Arab Emirates, 8 in Mexico, 7 in Hong Kong, 6 in Vietnam, 2 in Australia, 2 in Lebanon, 2 in Malaysia, 2 in the Philippines and 1 in Brazil.

4.To identify the median employee from our employee population as of October 1, 2023, we consistently compared the amount of compensation for all our employees (excluding our PEO) included in the calculation as reflected in our payroll records for the period from January 1 to September 30, 2023 using the equivalent of Medicare taxable wages as reported in IRS Form W-2. For our employees who were paid in a currency other than U.S. dollars, these amounts were converted into U.S. dollars at the applicable exchange rates at October 1, 2023.

5.For purposes of determining annual total compensation for 2023 for our median employee and our PEO, we used the same method used to determine the respective amounts reported for our PEO in the “Total” column of our 2023 Summary Compensation Table included in this Proxy Statement, plus compensation under non-discriminatory benefit plans. For our PEO, this included $22,772 in compensation under non-discriminatory benefit plans not reflected in the Summary Compensation Table.

OTHER MATTERS

The Board ~~of Directors~~ knows of no other matters ~~which~~that will be brought before the ~~meeting.~~2024 Annual Meeting. However, if any other matters are properly presented, or if any question arises as to whether any matter has been properly presented and is a proper subject for shareholder action, the persons named as proxies in the accompanying proxy intend to vote the shares represented by such proxy in accordance with their best judgment.

SHAREHOLDER PROPOSALS

Business Proposals for Inclusion in the Proxy Materials for the 2025 Annual Meeting of Shareholders (Rule 14a-8)

Any shareholder desiring to make a proposal to be ~~acted upon at~~included in the ~~2019~~Company’s proxy materials pursuant to Rule 14a-8 of the Exchange Act for the 2025 Annual Meeting of Shareholders (the 2025 Annual Meeting) must ~~present~~deliver the proposal to the Company at its principal executive offices in Glen Allen, Virginia, no later than ~~November 23, 2018~~December 5, 2024, unless the date of the 2025 Annual Meeting is changed by more than 30 days from May 22, 2025, in ~~order~~which case the proposal must be received a reasonable time before the Company begins to print and mail its proxy materials for the 2025 Annual Meeting. Any such proposal must meet the applicable requirements specified in Rule 14a-8 of the Exchange Act.

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

The Company’s Bylaws permit any shareholder, or group of up to 20 shareholders, who has owned at least 3% of the outstanding shares of the Company’s Common Stock continuously for at least three years, to nominate and include director nominees (up to the greater of 2 or 20% of the number of directors in office as of the last day on which notice of such nomination(s) may be ~~included~~given) in the Company’s proxy ~~materials.~~materials for the 2025 Annual Meeting. Any ~~such proposal should meet the applicable requirements~~eligible shareholder, or group of ~~the Exchange Act and the rules and regulations thereunder.~~

~~Any shareholder~~shareholders, wishing to ~~bring a matter (other than the nomination of a~~nominate and include director ~~or a matter to be included~~nominees in the Company’s proxy ~~materials) before~~materials for the ~~2019~~2025 Annual Meeting ~~of Shareholders~~ 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, ~~delivered by February 13, 2019.~~at the principal executive offices of the Company in Glen Allen, Virginia, not earlier than November 5, 2024, and not later than December 5, 2024. The notice, nominee(s) and accompanying nomination materials must satisfy the requirements set forth as to each matter to be brought before the meeting: (i) a brief description of the business to be brought before the meeting, including the complete text of any resolutions to be presented for a vote; (ii) the name and address of record of the shareholder making the proposal; (iii) the number of shares of Common Stock beneficially owned by the shareholder; and (iv) any material interest of the shareholder in the ~~business to be brought before~~Company’s Bylaws, which are publicly available on the ~~meeting. Any matter brought before~~Company’s website, ir.mklgroup.com/investor-relations/governance.

Other Business Proposals or Director Nominees for Consideration at the ~~meeting~~2025 Annual Meeting of ~~shareholders other than in compliance with these procedures may be ruled out of order by~~Shareholders

Under the ~~chairman of the meeting.~~

~~Any~~Company’s Bylaws, any shareholder wishing to make a proposal or nominate a director at the 2025 Annual Meeting (other than a proposal or nomination of a director to be included in the Company’s proxy materials pursuant to Rule 14a-8 of the Exchange Act or the Company’s proxy access bylaw, respectively) must give notice in writing of the ~~proposed~~proposal or nomination to the Secretary of the Company, by registered or certified United States mail, ~~delivered~~at the principal executive offices of the Company in Glen Allen, Virginia, not ~~less~~earlier than January 22, 2025, and not later than February 21, 2025, unless the date of the 2025 Annual Meeting is more than 30 days before or more than 60 days after May 22, 2025, in ~~advance of the meeting (except that, if public disclosure of the meeting is made less than 70 days before the meeting,~~which case the notice must be ~~delivered within ten days~~given not earlier than the 120th day prior to the date of the 2025 Annual Meeting and not later than the 90th day prior to the date of the 2025 Annual Meeting or the 10th day following ~~such public disclosure).~~the date on which the Company first publicly announces the date of the 2025 Annual Meeting, whichever is later. The notice must satisfy the requirements set ~~forth: (i)~~forth in the ~~name and address~~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 ~~record~~any director nominee other than the Company’s nominees for consideration at the 2025 Annual Meeting must provide to the Company a notice that sets forth the information required by Rule 14a-19 of the ~~shareholder making~~Exchange Act no later than March 23, 2025, unless the ~~nomination and the name and address~~date of the ~~nominee(s); (ii)~~2025 Annual Meeting is more than 30 days before or after May 22, 2025, in which case the ~~number~~notice must be given no later 60 days prior to the date of ~~shares of Common Stock beneficially owned by~~ the ~~shareholder; (iii) a description of all arrangements~~2025 Annual Meeting or ~~understandings between or among~~ the ~~shareholder and each nominee and any other person or persons (naming such person or persons) in accordance with~~10th day following the date on which the Company first publicly announces the date of the 2025 Annual Meeting, whichever is later.

Any matter or nomination ~~is being made by the shareholder; (iv) information regarding each nominee equivalent to that required~~proposed to be included in a proxy statement filed under the rules of the Securities and Exchange Commission if the nominee had been nominated by the Board of Directors; and (v) a consent of the nominee to serve as a director, if elected. Any nomination brought before the 2025 Annual Meeting meeting other than in compliance with these procedures and the Company’s Bylaws may be ruled out of order by the ~~chairman~~chair of the meeting.



	By Order of the Board of Directors

		Richard R. Grinnan, Secretary
~~March 23, 2018~~April 4, 2024

APPENDIX A

MARKEL GROUP INC.

2024 EQUITY INCENTIVE COMPENSATION PLAN

1. Purpose. The purpose of this Markel Group Inc. 2024 Equity Incentive Compensation Plan (the “Plan”) is to further the long-term stability and financial success of Markel and its Subsidiaries by rewarding selected meritorious employees and providing equity-based compensation for non-employee directors. The Board believes that such awards will, among other objectives, provide incentives for those individuals to remain with Markel, will encourage continued work of superior quality and will further the identification of those individuals’ interests with those of Markel’s shareholders.

The Plan is intended to replace the Markel Corporation 2016 Equity Incentive Compensation Plan (the “Prior Plan”). As of the Effective Date of the Plan, no further awards shall be granted under the Prior Plan, but any existing awards under the Prior Plan shall continue in effect in accordance with their terms and the provisions of the Prior Plan.

2. Definitions. As used in the Plan, the following terms have the meanings indicated:

(a) “Applicable Withholding Taxes” means the aggregate amount of federal, state, local and foreign income, payroll and other taxes that an Employer is required to withhold in connection with any Incentive Award.

(b) “Beneficiary” means the person or entity designated by the Participant, in a form approved by Markel, to exercise the Participant’s rights with respect to an Incentive Award or receive payment under an Incentive Award after the Participant’s death.

(c) “Board” means the Board of Directors of Markel Group Inc. or of any successor entity that assumes Markel’s obligations under the Plan.

(d) “Cause” shall have the meaning set forth in any employment agreement between a Participant and Markel or any Subsidiary, or, if no such agreement exists or if such term is not defined therein, means: (i) an act or acts of personal dishonesty of a Participant intended to result in substantial personal enrichment of the Participant at the expense of the Company or any of its Subsidiaries; (ii) a substantial violation of the management responsibilities by the Participant which is demonstrably willful and deliberate on the Participant’s part and which is not remedied in a reasonable period of time after receipt of written notice from the Employer; or (iii) the conviction of the Participant of, or plea of nolo contendere by the Participant to, a felony.

(e) “Change in Control” means the occurrence of any of the following events:

(i) Stock Acquisition. The acquisition by any individual, entity or group (a “Person”), within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of 20 percent or more of either (A) the then outstanding shares of common stock of Markel (the “Outstanding Company Common Stock”), or (B) the combined voting power of the then outstanding voting securities of Markel entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a change in control: (A) any acquisition directly from Markel; (B) any acquisition by Markel; or (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Markel or any company controlled by Markel; or

(ii) Board Composition. Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director after the date hereof whose election or nomination for election by Markel’s shareholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individuals whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

(iii) Business Combination. The consummation of a merger, consolidation, or similar transaction involving Markel, or sale or other disposition of all or substantially all of the assets of Markel, or acquisition by Markel or a Subsidiary of assets or stock of another entity (each, a “Business Combination”), in each case unless, following such Business Combination, (i) the persons who beneficially owned the Outstanding Company Common Stock and the Outstanding

A-1

Company Voting Securities immediately before such Business Combination beneficially own, directly or indirectly, more than sixty percent of the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (or of its ultimate parent entity) in substantially the same proportions as their ownership immediately before such Business Combination, (ii) no Person (excluding any person described in clause (i), subclauses (A) though (C) above) has acquired, directly or indirectly, as a result of such Business Combination, beneficial ownership of twenty percent or more of, respectively, the then-outstanding shares of common stock of the entity resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such entity (or of its ultimate parent entity), and (iii) a Change in Control is not triggered under clause (ii) above with respect to the entity resulting from such Business Combination (or its ultimate parent entity); or

(iv) Liquidation or Dissolution. A complete liquidation or dissolution of Markel.

(f) “Code” means the Internal Revenue Code of 1986, as amended.

(g) “Committee” means the Compensation Committee of the Board, or its successor, provided that, if any member of the Compensation Committee does not qualify as a non-employee director for purposes of Rule 16b-3, the remaining members of the Compensation Committee (but not less than two members) shall be constituted as a subcommittee of the Compensation Committee to act as the Committee for purposes of the Plan.

(h) “Company Stock” means common stock, no par value, of Markel. If there is a change in the capital structure of Markel affecting the common stock (as provided in Section 15), the shares resulting from such a change in the common stock shall be deemed to be Company Stock within the meaning of the Plan.

(i) “Date of Grant” means the date on which the Committee grants an Incentive Award or a future date determined by the Committee.

(j) “Director Award” has the meaning set forth in Section 3(b) below.

(k) “Disability” or “Disabled” means a Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in his death or can be expected to last for a continuous period of not less than twelve months or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in his death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of his Employer.

(l) “Divisive Transaction” means a transaction in which the Participant’s Employer ceases to be a Subsidiary, a sale of substantially all of the assets of a Subsidiary, or a sale or other disposition of assets or of a line of business that is designated as a Divisive Transaction by the Committee.

(m) “Early Retirement” means a Participant’s termination of employment after age 55 and before age 65 with the Committee’s consent and without then engaging in employment in any business that is competitive with that of the Participant’s most recent Employer after the termination of employment except for services rendered to Markel or a Subsidiary.

(n) “Employer” means Markel and each Subsidiary that employs one or more Participants.

(o) “Fair Market Value” means, as of any date, the closing price of the Company Stock on the New York Stock Exchange or another exchange designated by the Committee on such date, or, if there is no trading on such date, the closing price of the Company Stock on the last prior trading day.

(p) “Good Reason” shall have the same meaning set forth in any applicable employment agreement between a Participant and Markel or any Subsidiary, or, if no such agreement exists or if such term is not defined therein, means, unless and to the extent otherwise consented to by the Participant, the termination of the Participant’s employment with Markel or any Subsidiary (or any successor thereto resulting from a Change in Control) (the “Company”) which is initiated by the Participant and that occurs within 180 days after any of the following events, provided the Participant has given the Company

A-2

written notice of the event within 90 days after its initial occurrence, and the Company has not remedied the event within 30 days after receipt of written notice thereof given by the Participant:

(i) a material decrease in the Participant’s aggregate annual base salary and incentive bonus opportunity in effect as of the date of the Change in Control or a material reduction in the amount of additional benefits or perquisites provided to the Participant as of the date of the Change in Control;

(ii) the assignment of duties and responsibilities to the Participant that materially reduce the level and types of duties and responsibilities of the Participant as of the date of the Change in Control; or

(iii) the Company changes by 50 miles or more the principal location in which the Participant is required to perform services from the location at which the Participant was employed as of the date of the Change in Control.

(q) “Incentive Award” means, collectively, a Performance Grant or the award of Restricted Stock, a Restricted Stock Unit, or an Other Stock Award under the Plan.

(r) “Markel” means Markel Group Inc. or any successor entity that assumes Markel’s obligations under the Plan.

(s) “Other Stock Award” means an award denominated in Company Stock or units of Company Stock, other than Restricted Stock or Restricted Stock Units, which is awarded under Section 8.

(t) “Outside Directors” means members of the Board who are not employees of Markel or a Subsidiary.

(u) “Participant” means any employee or Outside Director of Markel or a Subsidiary who receives an Incentive Award under the Plan.

(v) “Performance Goal” means any goal or measurement established by the Committee, including subjective performance factors.

(w) “Performance Grant” means a cash-denominated award subject to the attainment of Performance Goals which is made under Section 7.

(x) “Restricted Stock” means Company Stock awarded under Section 5.

(y) “Restricted Stock Unit” means a right granted to a Participant to receive the Fair Market Value of a share of Company Stock in Company Stock or cash and awarded under Section 6.

(z) “Retirement” means a Participant’s termination of employment after age 65.

(aa) “Rule 16b-3” means Rule 16b-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. A reference in the Plan to Rule 16b-3 shall include a reference to any corresponding rule (or number redesignation) of any amendments to Rule 16b-3 enacted after the effective date of the Plan’s adoption.

(bb) “Subsidiary” means any company or other entity in which Markel directly or indirectly owns stock or ownership interests representing more than 50 percent of the combined voting interests of such entity.

3. Stock.

(a) Subject to Section 14 of the Plan, there shall be reserved for issuance under the Plan an aggregate of (i) 250,000 new shares of Company Stock (not previously reserved for issuance under the Prior Plan), plus (ii) any shares of Company Stock previously reserved for issuance under the Prior Plan that have not been issued and are not subject to outstanding awards under the Prior Plan as of the Effective Date, plus (iii) any shares previously reserved for issuance under the Prior Plan that are subject to outstanding awards under the Prior Plan as of the Effective Date which, after the Effective Date, expire, are forfeited, otherwise terminate or are settled in cash. All shares reserved for issuance under the Plan shall be authorized, but unissued shares. Shares allocable to Incentive Awards granted under the Plan that expire, are forfeited, otherwise terminate or are settled in cash may again be subjected to an Incentive Award under the Plan. Shares exchanged by a Participant or retained by the Company in payment of Applicable Withholding Taxes and shares repurchased by the Company on the open market shall not again be available for future Incentive Awards under the Plan. Shares issued under the

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Plan through the settlement, assumption, or substitution of outstanding awards previously granted by an acquired or predecessor entity (or parent or subsidiary thereof) or obligations to grant future awards made or incurred by such acquired or predecessor entity (or parent or subsidiary thereof) in connection with the acquisition of such entity by Markel or any Subsidiary or similar business transaction shall not reduce the maximum number of shares available for delivery under the Plan.

(b) No more than 50,000 shares may be allocated to the Incentive Awards including the maximum amounts payable under a Performance Grant, that are granted to any individual Participant during any 36-month period. No more than $250,000 worth of Director Awards (valued at the Fair Market Value of the shares subject to the Director Award as of the grant date) may be granted to any single Outside Director during any single calendar year.

4. Eligibility.

(a) Employees. All present and future employees of Markel or a Subsidiary at the time of grant shall be eligible to receive Incentive Awards under the Plan. The Committee shall have the power and complete discretion, as provided in Section 16, to select eligible employees to receive Incentive Awards and to determine for each employee the nature of the award and the terms and conditions of each Incentive Award. The grant of an Incentive Award shall not obligate an Employer to pay an employee any particular amount of remuneration, to continue the employment of the employee after the grant or to make further grants to the employee at any time thereafter.

(b) Outside Directors. Incentive Awards of Restricted Stock, Restricted Stock Units and Other Stock Awards consisting of “director stock” or “director units” (or other similar types of awards) (collectively, “Director Awards”) may be made to Outside Directors. The Outside Directors of the Board shall have the power and complete discretion to select Outside Directors to receive Director Awards and to determine the terms and conditions, the nature of the award and the number of shares to be allocated as part of each Director Award for each Outside Director. The grant of a Director Award shall not obligate Markel to make further grants to the Outside Director at any time thereafter or to retain any person as a director for any period of time.

(c) Compliance with Foreign Laws. When granting Incentive Awards to employees of a non-U.S. Subsidiary, the Committee shall have complete discretion and authority to grant such Incentive Awards in compliance with all present and future laws of the country or countries that may apply to the grant of the Incentive Award or the issuance of Company Stock under the Incentive Award. Such authorization shall extend to and includes establishing one or more separate sub-plans which include provisions not inconsistent with the Plan that comply with statutory or regulation requirements imposed by the foreign country or countries.

5. Restricted Stock.

(a) The Committee may make grants of Restricted Stock to employees, and the Outside Directors of the Board may make grants of Restricted Stock to Outside Directors, and in each case shall establish as to each award of Restricted Stock the terms and conditions to which the Restricted Stock is subject, including the period of time before which all restrictions shall lapse, and the Participant shall have full ownership of the Company Stock. Restricted Stock may be awarded without cash consideration.

(b) Restricted Stock awards for employees that vest based solely on a Participant’s continued service and the passage of time shall be subject to a minimum vesting period of twelve consecutive months, and Restricted Stock awards for employees that vest based on the attainment of Performance Goals shall be subject to a minimum performance period of twelve consecutive months, provided in each case the Committee may provide for accelerated vesting upon the death, Disability, Retirement or Early Retirement of a Participant or the occurrence of a Change in Control.

(c) Restricted Stock may not be sold, assigned, transferred, pledged, hypothecated, or otherwise encumbered or disposed of until the restrictions have lapsed or been removed. For certificated shares, certificates representing Restricted Stock shall be held by Markel until the restrictions lapse and the Participant shall provide Markel with appropriate stock powers endorsed in blank.

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6. Restricted Stock Units.

(a) The Committee may make grants of Restricted Stock Units to employees, and the Outside Directors of the Board may make grants of Restricted Stock Units to Outside Directors, and in each case shall establish as to each award of Restricted Stock Units the terms and conditions (including vesting conditions) to which the Restricted Stock Units are subject. A Restricted Stock Unit shall entitle the Participant to receive from Markel a share of Company Stock or a cash amount equal to the Fair Market Value of the Company Stock on the date or event provided for in the applicable award agreement, subject to the vesting and other terms and conditions of the award.

(b) Restricted Stock Unit awards for employees that vest based solely on a Participant’s continued service and the passage of time shall be subject to a minimum vesting period of twelve consecutive months, and Restricted Stock Unit awards for employees that vest based on the attainment of Performance Goals shall be subject to a minimum performance period of twelve consecutive months, provided in each case the Committee may provide for accelerated vesting upon the death, Disability, Retirement or Early Retirement of a Participant or the occurrence of a Change in Control.

7. Performance Grants.

(a) The Committee may make Performance Grants to any employee. Outside Directors shall not be eligible for Performance Grants. A Performance Grant is an award that is denominated in cash (rather than Company Stock or units of Company Stock), and which entitles a Participant to receive a payment based on the attainment of Performance Goals. Each Performance Grant shall contain the Performance Goals for the award, including the performance measures, the target and maximum amounts payable and such other terms and conditions of the Performance Grant. The terms of a Performance Grant may be set forth in an annual or long-term bonus or incentive plan of Markel or a Subsidiary.

(b) The Committee shall establish the Performance Goals for Performance Grants. The Committee shall determine the extent to which any performance measures shall be used and weighted in determining Performance Grants. The Committee may adjust Performance Goals as it deems necessary or appropriate during or after a performance period to reflect unusual or nonrecurring gains and losses, accounting charges or other extraordinary and unforeseen events.

(c) Unless otherwise provided in the Performance Grant, the employee must remain continuously employed with Markel or a Subsidiary through the last day of the applicable performance period in order to be eligible to receive payment under the award; provided, however, the Committee may provide for accelerated vesting or payment of a Performance Grant upon such events as the Committee deems appropriate, including without limitation a Participant’s death, Disability, Retirement or Early Retirement or the occurrence of a Change in Control.

(d) Performance Grants may be payable in cash, shares of Company Stock or both. The Committee shall establish for each Performance Grant the amount of Company Stock or cash payable at specified levels of performance, based on the performance measures. The Committee shall make all determinations regarding the achievement of any Performance Goals. The Committee may reduce the amount of or eliminate the any payments otherwise due to any employee under a Performance Grant in its discretion, except as otherwise provided in the Performance Grant.

(e) The actual payments to a Participant under a Performance Grant will be calculated by applying the achievement of the performance measures to the Performance Goal. The Committee shall make all calculations of actual payments.

8. Other Stock Awards. The Committee (with respect to employees) and the Outside Directors of the Board (with respect to Outside Directors) may make Other Stock Awards, granted or denominated in Company Stock or units of Company Stock, and in each case shall establish the number of shares or units of Company Stock to be awarded or to which the award is subject and the other terms and conditions applicable to each such award. Other Stock Awards may include (without limitation) the following:

(a) “Performance shares” or “performance units” (or other similar types of awards), which are rights granted to employees to receive shares or units of Company Stock upon the attainment of Performance Goals and the satisfaction of any other terms and conditions of the award, and which shares or units may be subject to additional service-based vesting after the end of the performance period. The performance period with respect to any such award shall be at least twelve consecutive months, provided the Committee may provide for accelerated vesting upon a Participant’s death, Disability,

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Retirement or Early Retirement or the occurrence of a Change in Control. The Committee will make all determinations regarding the satisfaction of any Performance Goals for such an award.

(b) “Director stock” or “director units” (or other similar types of awards), which are shares or units of Company Stock granted to Outside Directors only, which are vested immediately on grant, but which may not be transferred by the Participant (or, in the case of units, paid to the Participant) until the Participant’s separation from service from the Board (except as necessary to satisfy the Outside Director’s tax liability in connection with the grant).

(c) Notwithstanding the foregoing, “Other Stock Awards” shall not include stock options or stock appreciation rights, which are not authorized for issuance under the Plan.

9. Dividend Equivalents. The Committee (with respect to employees), or the Outside Directors of the Board (with respect to Outside Directors), may provide that any Incentive Awards under the Plan earn dividends or dividend equivalents. Such dividends or dividend equivalents shall be credited to a Participant’s account, either in cash without interest or as reinvestment in additional shares or share equivalents. Any crediting of dividends or dividend equivalents shall be subject to the same restrictions and conditions as the underlying award. Except as provided by the foregoing, no Participant or Beneficiary shall have any rights as a shareholder of Markel with respect to an Incentive Award, including without limitation any rights to vote shares of Company Stock or to receive dividends or other distributions with respect thereto, unless and until he becomes the holder of record of shares of Company Stock under such award.

10. Tax Withholding. Whenever payment under an Incentive Award is made in cash, the Employer will withhold an amount sufficient to satisfy any Applicable Withholding Taxes. Each Participant who is an employee shall agree as a condition of receiving an Incentive Award payable in the form of Company Stock, to pay to the Employer, or make arrangements satisfactory to the Employer regarding the payment to the Employer of, Applicable Withholding Taxes. To satisfy Applicable Withholding Taxes and under procedures established by the Committee or its delegate, a Participant may elect to (i) make a cash payment or authorize additional withholding from cash compensation, or (ii) have Markel retain that number of shares of Company Stock (valued at their Fair Market Value) that would satisfy all or a specified portion of the Applicable Withholding Taxes.

11. Transferability of Incentive Awards. Incentive Awards shall not be transferable by a Participant, except in accordance with the Participant’s will or the laws of descent and distribution or as otherwise expressly provided in the Incentive Award. If a Participant dies, any outstanding Incentive Awards that are otherwise payable to the Participant shall be paid to the Participant’s Beneficiary or, if no Beneficiary is designated, to the personal representative of the Participant’s estate or to the person to whom rights under the Incentive Award shall have passed by will or the laws of descent and distribution.

12. Deferral Elections. The Committee (with respect to employees) and the Outside Directors of the Board (with respect to Outside Directors) may permit Participants to elect to defer the issuance of Company Stock or the settlement of awards in cash under the Plan under such rules, procedures, or programs as it may establish, in accordance with Section 409A of the Code and any other applicable laws, rules or regulations.

13. Effective Date of the Plan. The effective date of the Plan is ________, 2024. The Plan shall be submitted to the shareholders of Markel for approval. Until (i) the Plan has been approved by Markel’s shareholders, and (ii) the requirements of any applicable federal or state securities laws have been met, no Incentive Award shall be awarded that is not contingent on these events.

14. Termination, Amendment. If not sooner terminated by the Board, this Plan shall terminate at the close of business on December 31, 2034. No Incentive Awards shall be made under the Plan after its termination. The Board may amend or terminate the Plan as it shall deem advisable; provided that no change shall be made that increases the total number of shares of Company Stock reserved for issuance under Incentive Awards granted under the Plan (except under Section 15), expands the types of awards under the Plan, materially expands the eligible participants or any other amendment requiring approval of Markel’s shareholders under New York Stock Exchange listing standards or applicable law, unless such change is authorized by the shareholders of Markel. A termination or amendment of the Plan shall not, without the consent of the Participant, adversely affect a Participant’s rights under an Incentive Award previously granted to him.

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15. Change in Capital Structure; Other Corporate Transactions.

(a) If there is a stock dividend, stock split or combination of shares, share exchange, recapitalization or merger in which Markel is the surviving corporation, spin-off or split-off of a Subsidiary, extraordinary dividend, or other unusual or extraordinary change in or with respect to Markel capital stock (including, but not limited to, the creation or issuance to shareholders generally of rights, options or warrants for the purchase of common stock or preferred stock of Markel), the number and kind of shares of stock or securities of Markel to be subject to the Plan and to Incentive Awards then outstanding or to be granted, the maximum number of shares or securities which may be delivered under the Plan under Sections 3(a) or 3(b), the Performance Goals and other terms of Incentive Awards and any other relevant provisions of the Plan or any Incentive Award, shall be equitably and proportionately adjusted by the Committee (with respect to employees) or the Outside Directors of the Board (with respect to Outside Directors), whose determination shall be binding on all persons. Performance Goals shall be adjusted in such a way as to preserve, to the extent possible (but not increase), the incentive level intended under the Incentive Award. All changes under this section shall, if possible, be made in a manner that preserves the intended tax consequences of the Incentive Award under Code Sections 409A and any other applicable section of the Code.

(b) If a Change in Control occurs under Section 2(e)(iii) or (iv) or if Markel is otherwise a party to a consolidation or a merger in which Markel is not the surviving entity, a transaction that results in the acquisition of substantially all of Markel’s outstanding stock by a single person or entity, or a sale or transfer of substantially all of Markel’s assets, or if a Divisive Transaction occurs with respect to a Participant’s Employer, and if the surviving entity does not agree before the occurrence of any such transaction to continue and assume the outstanding Incentive Awards under the Plan, or if the Incentive Awards would not continue for any other reason after the occurrence of such transaction, then, upon the occurrence of such transaction (or sufficiently in advance of the occurrence of such transaction if necessary or appropriate to allow the Participants to realize the intended benefits of such awards), the Committee (with respect to employees) or the Outside Directors of the Board (with respect to Outside Directors) may take such actions with respect to outstanding Incentive Awards as it deems appropriate, including without limitation providing for the immediate vesting of any such award, the removal of any restrictions with respect to any such award, or the payment or settlement of any such award in cash; provided, however, that if any such award vests or is payable subject to the attainment of Performance Goals and if the applicable performance period has not ended as of the date of such transaction, the level of attainment with respect to such goals shall be based on the actual performance achieved through the date of such transaction.

(c) Unless otherwise provided in an Incentive Award, if, within twelve months after a Change in Control, a Participant is involuntarily terminated without Cause or terminates employment for Good Reason, or upon the occurrence of a Change in Control described in Section 2(e)(iv), (i) all restrictions on Restricted Stock shall lapse, (ii) all Restricted Stock Units shall be deemed fully vested, and (iii) all Performance Grants and Other Stock Awards shall be deemed to be fully earned and vested, and each shall be immediately issued or paid as the case may be.

(d) Notwithstanding anything in the Plan to the contrary, the Committee (with respect to employees) or the Outside Directors of the Board (with respect to Outside Directors) may take any action under this Section 15 without the consent of any Participant, and its determination shall be conclusive and binding on all persons for all purposes.

16. Administration of the Plan.

(a) The Committee shall administer the Plan with respect to Incentive Awards to employees and the Outside Directors of the Board shall administer the Plan with respect to Incentive Awards to Outside Directors. The Committee or the Outside Directors of the Board, as applicable (the “Administrator”), shall have general authority to impose any term, limitation or condition upon an Incentive Award that the Administrator deems appropriate to achieve the objectives of the Incentive Award. The Administrator may adopt rules and regulations for carrying out the Plan with respect to Participants. The interpretation and construction of any provision of the Plan by the Administrator shall be final and conclusive as to any Participant.

(b) The Administrator shall have the power to amend the terms of previously granted Incentive Awards so long as the terms as amended are consistent with the terms of the Plan and provided that the consent of the Participant is obtained with respect to any amendment that would be detrimental to him, except that such consent will not be required if such amendment is for the purpose of complying with Rule 16b-3 or any requirement of the Code applicable to the Incentive Award.

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(c) The Administrator shall have the power and complete discretion to delegate to any individual, or to any group of individuals employed by Markel or any Subsidiary, the authority to administer the Plan, including the authority to grant Incentive Awards under the Plan, consistent with applicable laws, rules and regulations (including state corporations law and the listing standards of the New York Stock Exchange) and subject to any terms and limitations of any such delegation of authority (such as limitations on the ability to grant Incentive Awards to executive officers or directors for purposes of Rule 16b-3), as the Administrator deems appropriate.

17. Recovery of Incentive Awards. If a Participant who is an employee or former employee of Markel or a Subsidiary (1) violates any restrictive covenant to which the Participant is bound by Markel or a Subsidiary in an employment agreement or otherwise, or if the Participant is not bound by such an agreement or if any such agreement does not contain such restrictive covenants: becomes associated with, recruits or solicits customers or other employees of an Employer on behalf of, or is employed by, renders services to, or owns any interest (other than any nonsubstantial interest, as determined by the Committee) in, any business that is in competition with Markel or its Subsidiaries during his or her employment with Markel or during the twelve-month period immediately following his or her termination of employment with Markel, (2) has his or her employment terminated by his Employer for Cause, or (3) engages in, or has engaged in, conduct which the Committee determines to be materially detrimental to the interests of Markel or its Subsidiaries (other than in the performance of his or her duties in good faith), the Committee may, in its sole discretion, (A) cancel all outstanding Incentive Awards of the Participant, regardless of whether then vested, (B) require the Participant to repay any payment received under an Incentive Award within the previous two years, and/or (C) offset any other amounts owed to the Participant by any payment received under an Incentive Award within the previous two years. In addition, any Incentive Award shall be subject to any recoupment or clawback policy that is adopted by, or applicable to, the Company, pursuant to any requirement of law or any exchange listing requirement related to clawback or other recovery of Incentive Awards. This section shall survive termination of the Plan.

18. Severability. If any provision of the Plan, any Incentive Award, or any other document setting forth the terms of an award shall be held by a court of competent jurisdiction to be invalid and unenforceable, the remaining provisions of the Plan, such award or such other document shall continue in effect.

19. Legal Compliance. The Plan and all Incentive Awards granted under the Plan are intended to comply with the applicable requirements of Code Section 409A, except to the extent such awards qualify for an exemption therefrom, and shall be interpreted for all purposes in accordance with such intent. The Plan is intended to be unfunded for federal income tax purposes. Incentive Awards (other than awards of Restricted Stock or Other Stock Awards that are subject to Code Section 83 upon grant) shall be payable solely from the general assets of Markel and the rights of a Participant or beneficiary thereof to receive such awards (or any dividend equivalent with respect thereto) shall be solely those of an unsecured general creditor of Markel. The Plan and the granting, vesting and payment of Incentive Awards under the Plan are subject to compliance with all applicable federal and state laws, rules and regulations, including without limitation applicable securities laws, and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for Markel, be necessary or advisable in connection therewith. Any shares of Company Stock issued under the Plan shall be subject to such restrictions as Markel may deem necessary or desirable to assure compliance with all applicable legal requirements.

20. Interpretation and Venue. The terms of this Plan shall be governed by the laws of the Commonwealth of Virginia without regard to its conflict of laws rules. The United States District Court for the Eastern District of Virginia or the Circuit Court for the County of Henrico shall have exclusive jurisdiction over any disputes arising out of or related to this Plan or Incentive Awards. As used in this Plan, words of one gender shall include the other gender as the context requires.

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Proxy Card for 2024 Annual Meeting - pg 1.jpg

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¨
¨	Preliminary Proxy Statement

¨		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x		Definitive Proxy Statement

¨		Definitive Additional Materials

¨		Soliciting Material under § 240.14a-12


x			No fee required

¨				Fee paid previously with preliminary materials
x			~~No fee required.~~
¨			Fee computed on table ~~below~~in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and ~~0-11.~~
	~~(1)~~	~~Title of each class of securities to which transaction applies:~~
	~~(2)~~	~~Aggregate number of securities to which transaction applies:~~
	~~(3)~~	~~Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule~~ 0-11 ~~(set forth the amount on which the filing fee is calculated and state how it was determined):~~
	~~(4)~~	~~Proposed maximum aggregate value of transaction:~~
	~~(5)~~	~~Total fee paid:~~
¨	~~Fee paid previously with preliminary materials.~~
¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	~~(1)~~	~~Amount Previously Paid:~~
	~~(2)~~	~~Form, Schedule or Registration Statement No.:~~
	~~(3)~~	~~Filing Party:~~
	~~(4)~~	~~Date Filed:~~


Mark M. Besca

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



~~Name, Age, Positions with the Company or Principal Occupation~~ ~~For Past Five Years, and Other Information~~	~~Director~~ ~~Since~~
~~STEVEN A. MARKEL, 69~~ Vice Chairman since March 1992. Director, Union First Market Bankshares Corporation, 2010-2013; and Director, S&K Famous Brands, Inc., 1996-2009. Mr. Markel has been employed by the Company since 1975 and has beenDelaware; a member of ~~its senior leadership team since it went public, with~~the Editorial Board of Financial History; and a ~~focus on finance and investments. He has also served as a director of other public companies (Union First Market Bankshares Corporation and S&K Famous Brands). Mr. Markel’s knowledge~~member of the ~~Company’s financial operations and~~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 ~~investment environment in which~~B. Kenneth West Lifetime Achievement Award from the ~~Company operates contributes to the Board’s oversight and understanding~~National Association of ~~the Company’s financial position.~~	~~1978~~

~~J. ALFRED BROADDUS, JR., 78~~ Private Investor; President, Federal Reserve Bank of Richmond, 1993-2004. Director, Owens & Minor, Inc., 2004-2013; Director, T. Rowe Price Group Inc., 2004-2013; and Director, Albemarle Corporation 2004-2012. Mr. Broaddus hasCorporate Directors (NACD). As a Ph.D. in economics and was with the Federal Reserve Bank for over 34 years, including over a decade of service as President of the Federal Reserve Bank of Richmond. Since his retirement, he has served as a director of three other public companies. His insights on the economy are useful to the Board in its oversight of the Company’s investment portfolio, and his work at other companies has provided additional experience and perspectiverecognized authority on corporate governance ~~matters.~~	~~2004~~and value investing, Mr. Cunningham is a valuable addition to the Board.
		Independent Director
~~K. BRUCE CONNELL, 65~~Director Since: 2023
Age: 61


Greta J. Harris

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



	By Order of the Board of Directors
		Richard R. Grinnan Secretary
~~March 23, 2018~~April 4, 2024




PROXY STATEMENT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY ~~14, 2018~~ 22, 2024


Morgan E. Housel

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



~~Name, Age, Positions with the Company or Principal Occupation~~ ~~For Past Five Years, and Other Information~~	~~Director~~ ~~Since~~
~~DIANE LEOPOLD, 51~~ President and Chief Executive Officer of Dominion Energy’s Gas ~~and~~ Infrastructure Group ~~January~~from 2017 to ~~present and Executive Vice President of Dominion Energy, Inc. May 2017 to present.~~2019. Ms. Leopoldserved 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 ~~current work on the natural gas side of Dominion’s business,~~more recent roles, Ms. Leopold served as an officer for ~~over five~~eight years in various roles involving Business Development, ~~Generation~~ Construction, Power Generation Operations, Financial Management and ~~Financial Management.~~Business Planning and Market Analysis. Ms. Leopold ~~also~~is a past-chair of the American Gas Association and serves on the Board of Trustees of ~~Virginia Union University~~GROW Capital Jobs Foundation, Jamestown-Yorktown Foundation, Nuclear Electric Insurance Limited and ~~serves as a director on the board~~World Pediatric Project. Ms. Leopold oversees all of Dominion ~~Energy Midstream Partners MLP. Ms. Leopold’s business unit within Dominion Energy distributes natural~~Energy’s operating units, which include power generation, transmission and distribution assets and local gas todistribution companies serving approximately ~~2.3~~7 million ~~customer accounts~~customers in ~~five states, and operates nearly 15,000 miles of gathering, storage and transmission pipeline, and one of the largest underground storage complexes in the United States.~~seven states. Ms. Leopold’s leadership and management experience ~~at a Fortune 500 company and her leadership and involvement in community affairs will bring an additional set of talents and skills to the Board. She~~ also ~~was nominated~~serve to enrich and expand ~~the~~ perspectives of the ~~Board resulting from her varied experiences within Dominion Energy.~~Board.
		Independent Director
~~LEMUEL E. LEWIS, 71~~Director Since: 2018
Age: 57


Harold L. Morrison, Jr.

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



~~Name, Age, Positions with the Company or Principal Occupation~~ ~~For Past Five Years, and Other Information~~		~~Director~~ ~~Since~~
~~DEBORA J. WILSON, 60~~ Retired; President and Chief Executive Officer of The Weather Channel 2004-2009. Ms. Wilson has 30 years of business experience in the media and telecom sectors, most recently as chief executive officer of The Weather Channel, which she helped build into a leading multimedia company. In addition to her general management and operations background, she has extensive digital technology, marketing and product development experience which provides a useful perspective as the Board evaluates the Company’s growth plans and strategies. She serves as a director and member of the compensation and governance committees of InterNAP Corporation and a director and chair of the compensation committee of ARRIS International PLC.		~~2009~~


1			https://www.unepfi.org/fileadmin/documents/universal_ownership_full.pdf. Pg4.
2			https://d18rn0p25nwr6d.cloudfront.net/CIK-0001096343/50497dce-c2c4-42f7-ae0c-881f399c21db.pdf. Pg 22.
3			https://www.markel.com/insights-and-resources/climate-change-risk
4			https://sustainability.travelers.com/iw-documents/sustainability/Travelers_SustainabilityReport2022.pdf p.24
5			https://www.aig.com/content/dam/aig/america-canada/us/documents/about-us/report/aig-esg-report_2022.pdf p.32
6			https://www.swissre.com/dam/jcr:ec822a140a4d7-4b6b-b0e2-49ae6036058c/2022-financial-report-doc-en.pdf#page=148 p.175
7			https://www.munichre.com/content/dam/munichre/contentlounge/website-pieces/documents/ MunichRe-Sustainability-Report_2022.pdf/_jcr_content/renditions/original./MunichRe-Sustainability-Report_2022.pdf p.37
8			https://www.allianz.co.uk/content/dam/onemarketing/azuk/allianzcouk/about-us/docs/pdfs/social-responsibility/Allianz_Group_Sustainability_Report_2021-web.pdf p.85
9			https://www.aviva.com/sustainability/reporting/climate-related-financial-disclosure/ p.67
10			https://www.swissre.com/sustainability/approach/metrics-targets/net-zero-insurance.html
11			https://www.aviva.com/sustainability/reporting/climate-related-financial-disclosure/ p.45



Name	Direct Ownership^a	Other Ownership	Total Beneficial Ownership	Percent		Restricted Stock Units^b

Alan I. Kirshner	20,861	287^c	21,148	*		4,184
Anthony F. Markel	39,968	57,512^d	97,480	*		—
Steven A. Markel	108,091	15,000^e	123,091	*		—
Thomas S. Gayner	21,576	2,447^f	24,023	*		15,094^g
Richard R. Whitt, III	7,579	—	7,579	*		5,247
F. Michael Crowley	110	—	110	*		4,459^h
Anne G. Waleski	2,871	—	2,871	*		2,394
J. Alfred Broaddus, Jr.	2,228	—	2,228	*		—
K. Bruce Connell	1,831	172ⁱ	2,003	*		—
Stewart M. Kasen	2,499	3,028^j	5,527	*		__
Lemuel E. Lewis	4,404	__	4,404	*		—
Diane Leopold	296	500^k	796	*		__
Darrell D. Martin	12,078	6,900^l	18,978	*		—
Michael O’Reilly	1,992	—	1,992	*		—
Michael J. Schewel	5,990	230^m	6,220	*		—
Jay M. Weinberg	5,040	__	5,040	*		__
Debora J. Wilson	3,449	—	3,449	*		—
All directors and executive officers as a group	254,827	87,534ⁿ	342,361	2.46	%	32,814
The Vanguard Group (Pennsylvania corporation) 100 Vanguard Blvd., Malvern, PA 19355^o	1,137,782	—	1,137,782	8.19	%	—
BlackRock, Inc. 55 East 52nd St., New York, NY 10055^p	845,404	—	845,404	6.08	%	—


Name	Direct Ownershipa	Other Ownership	Total Beneficial Ownership	Percent	Restricted Stock Unitsb
Mark M. Besca	785	—	785	*	—
K. Bruce Connell	2,847	172c	3,019	*	—
Lawrence A. Cunningham	534	—	534	*	—
Thomas S. Gayner	20,606	5,219d	25,825	*	28,183e
Greta J. Harris	656	—	656	*	—
Morgan E. Housel	544	—	544	*	—
Diane Leopold	1,760	500f	2,260	*	—
Anthony F. Markel	15,000	61,915g	76,915	*	—
Steven A. Markel	69,688	31,772h	101,460	*	—
Harold L. Morrison, Jr.	746	—	746	*	—
Michael O’Reilly	3,386	—	3,386	*	—
A. Lynne Puckett	468	960i	1,428	*	—
Michael R. Heaton	1,587	149j	1,736	*	2,307
Jeremy A. Noble	834	233k	1,067	*	3,021l
Richard R. Grinnan	1,620	96m	1,716	*	1,513
Brian J. Costanzo	250	206n	456	*	354
Teresa S. Gendron	—	—	—		655o
All directors, director nominees and executive officers as a group	121,755	101,402p	223,157	1.71%	36,982q
The Vanguard Group 100 Vanguard Blvd., Malvern, PA 19355r	1,191,714	—	1,191,714	9.14%	—
BlackRock, Inc. 50 Hudson Yards, New York, NY 10001s	762,961	—	762,961	5.85%	—


^a			Includes the following shares of Common Stock subject to pledges: (i) 9~~,000~~ ~~shares pledged by Mr. Kirshner as collateral for loans; (ii) 38,000~~15,000 shares pledged by Anthony F. Markel as collateral for ~~loans; (iii)~~loan(s); and (ii) 40,000 shares pledged by Steven A. Markel as collateral for loans; and (iv) 533 shares held by Mr. Whitt in a brokerage margin account with respect to which there are currently no outstanding loans, and 1,630 shares pledged by Mr. Whitt as collateral for a line of credit for which there is no outstanding balance.


*			Less than 1% of class.

	loan(s).

b		Restricted Stock Units (RSUs) represent the right to receive unrestricted shares of Common Stock upon the lapse of restrictions, at which point the holders will have sole investment and voting power. ~~Restricted Stock Units~~RSUs that will not vest and shares be delivered to the holder within 60 days of the date of the table are not considered beneficially owned for purposes of the table and are therefore not

	included in the Total Beneficial Ownership column because the holders are not entitled to voting rights or investment control until that occurs.

c		Includes 15172 shares held by Mr. ~~Kirshner’s wife~~Connell’s spouse, as to which beneficial ownership is disclaimed.


d			Includes 447 shares held as trustee for the benefit of Mr. Gayner’s spouse and 2,000 shares held by Mr. Gayner’s spouse, in each case as to which beneficial ownership is disclaimed. Includes 2,772 shares indirectly held by Mr. Gayner in the Company’s 401(k) plan (based on plan balance as of December 31, 2023).
^d
e			Of the number shown, 19,932 RSUs have vested, but receipt of the shares has been deferred.

f			Includes ~~37,995~~500 shares held by Ms. Leopold’s spouse, as to which beneficial ownership is disclaimed.

g			Includes 39,543 shares held in Grantor Retained Annuity Trusts for which ~~Anthony F.~~Mr. Markel is trustee and partial beneficiary; 6,220 shares held as trustee under trusts for the benefit of Mr. Markel and his children; and 2,443 shares held in trusts for his children for which Mr. Markel is trustee and partial ~~beneficiary; and 6,220 shares held as trustee for the benefit of Mr. Markel and his children.~~beneficiary. Mr. Markel disclaims beneficial ownership of these shares except with respect to his interests in the trusts. ~~Includes 8,177~~Includes: 10,059 shares held as trustee for the benefit of Mr. Markel’s children as to which beneficial ownership is ~~disclaimed. Includes 2,717~~disclaimed; and 3,650 shares held ~~as trustee~~by Mr. Markel’s spouse, in ~~a charitable lead unitrust for the partial benefit of his children,~~each case, as to which hebeneficial ownership is also ~~disclaims beneficial ownership.~~

	disclaimed.
^e
h		~~Includes~~Includes: (i) 15,000 shares held by Mr. Markel’s ~~wife,~~spouse, as to which beneficial ownership is ~~disclaimed.~~


^f	~~Includes 447~~disclaimed, (ii) 2,056 shares indirectly held by Mr. Markel in the Company’s 401(k) plan (based on plan balance as ~~trustee for the benefit~~ of December 31, 2023) and ~~2,000~~(iii) 14,716 shares held by The Steven & Katherine Markel Foundation, as to which Mr. ~~Gayner’s wife both of which beneficial ownership is disclaimed.~~

	Markel and his spouse share sole voting and dispostive power.
^g
i		Includes 960 shares held in trust for which Ms. Puckett and her spouse are co-trustees and beneficiaries.

j		Includes 149 shares indirectly held by Mr. Heaton in the Company’s 401(k) plan (based on plan balance as of December 31, 2023).

k		Includes 233 shares indirectly held by Mr. Noble in the Company’s 401(k) plan (based on plan balance as of December 31, 2023).

l		Of the number shown, ~~10,959 Restricted Stock Units~~521 RSUs have vested, but receipt of the shares has been deferred.


^h			All of Mr. Crowley’s 4,459 Restricted Stock Units vested on December 31, 2017. Of the Restricted Stock Units shown, 3,069 Restricted Stock Units vested for Mr. Crowley in December of 2017 due to his retirement. Because he is a specified person under Section 409A of the Internal Revenue Code, the vested units will not be payable until July 2, 2018.


ⁱ m	Includes ~~172~~96 shares indirectly held by Mr. ~~Connell’s wife,~~Grinnan in the Company’s 401(k) plan (based on plan balance as ~~to which beneficial ownership is disclaimed.~~

	of December 31, 2023).
^j
n		Includes ~~3,028~~206 shares indirectly held by Mr. ~~Kasen’s wife,~~Costanzo in the Company’s 401(k) plan (based on plan balance as ~~to which beneficial ownership is disclaimed.~~

	of December 31, 2023).
^k
o		Of the number shown, 655 RSUs have vested, but receipt of the shares has been deferred.

p		Includes ~~500~~an aggregate 5,692 shares indirectly held by ~~Ms. Leopold’s husband,~~employee directors and executive officers in the Company’s 401(k) plan (based on plan balance as ~~to which beneficial ownership is disclaimed.~~

	of December 31, 2023).
^l
q		~~Includes 6,900~~Of the number shown, 21,157 RSUs have vested, but receipt of the shares ~~held by Mr. Martin’s wife, as to which beneficial ownership is disclaimed.~~

	has been deferred.
^m			~~Includes 230 shares held by Mr. Schewel’s wife, as to which beneficial ownership is disclaimed.~~


ⁿ			~~Includes 1,959 shares held by the spouse and child of an executive officer not named in the table, as to which beneficial ownership is disclaimed.~~


^o r	Based on a Schedule ~~13G~~13G/A dated February ~~7, 2018.~~13, 2024. Of the total shares, The Vanguard Group ~~(a Pennsylvania corporation)~~ has ~~sole voting power of 10,373 shares,~~ shared voting power ~~of 4,037~~with respect to 8,993 shares, sole dispositive power with respect to ~~1,123,555~~1,162,523 shares and shared dispositive power with respect to ~~14,227~~29,191 shares.


^p s			Based on a Schedule ~~13G/A~~13G dated January ~~24, 2018.~~29, 2024. Of the total shares, BlackRock, Inc. has sole voting power ~~of 744,112~~with respect to 699,842 shares and sole dispositive power with respect to ~~845,404~~762,961 shares.


Board/Committee						Number of Meetings
Board						6
Audit Committee						7
Compensation Committee						6
Nominating/Corporate Governance Committee						4



	~~Audit~~	~~Compensation~~	~~Nominating/Corporate Governance~~

~~J. Alfred Broaddus, Jr.~~	~~Member~~		~~Chair~~
~~K. Bruce Connell~~	~~Member~~	~~Member~~
~~Stewart M. Kasen~~	~~Member~~	~~Member~~
~~Lemuel E. Lewis~~	~~Chair~~		~~Member~~
~~Michael O’Reilly~~	~~Member~~	~~Member~~	~~Member~~
~~Michael J. Schewel~~	~~Member~~		~~Member~~
~~Jay M. Weinberg~~		~~Member~~	~~Member~~
~~Debora J. Wilson~~	~~Member~~	~~Chair~~


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



Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)		All Other Compensation ($)		Total ($)

J. Alfred Broaddus, Jr.		$75,000		$100,455		$9,000		$184,455
K. Bruce Connell		$75,000		$100,455		$10,000		$185,455
Douglas C. Eby		$75,000		$100,455		$0		$175,455
Stewart M. Kasen		$95,000		$100,455		$10,000		$205,455
Lemuel E. Lewis		$75,000		$100,455		$7,694		$183,149
Darrell D. Martin		$75,000		$100,455		$10,000		$185,455
Michael O. Reilly		$75,000		$100,455		$17,694		$193,149
Michael J. Schewel		$75,000		$100,455		$16,694		$192,149
Jay M. Weinberg		$75,000		$100,455		$7,694		$183,149
Debora J. Wilson		$75,000		$100,455		$10,000		$185,455


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