ThZeal - The Zeal


Virginia	001-15811	54-1959284
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Common Stock, no par value	MKL	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 18, 2025, the Compensation Committee (the Committee) of the Board of Directors of Markel Group Inc. (the Company or Markel Group) approved a change in executive compensation for Brian J. Costanzo, the Company’s Chief Financial Officer.

The Markel Group executive compensation program includes base salary and incentive compensation, which generally consists of (i) annual cash incentive awards and (ii) annual equity incentive awards (equity awards), payable in restricted stock units.

The Committee approved an increase in the target potential, expressed as a percentage of base salary, for equity awards for Mr. Costanzo, from 125% to 175%. Mr. Costanzo’s base salary is $500,000.

Equity awards for the Company’s executive officers, including Mr. Costanzo, for the 2025 performance year will include performance-based equity awards and service-based equity awards. For the 2025 performance year, (i) 75% of the total equity award target will be allocated to a performance-based equity award, and (ii) the remaining 25% of the total equity award target will be allocated to a service-based equity award.

Performance-based equity awards for the 2025 performance year will require the achievement of pre-established performance goals based on two equally weighted performance metrics: (1) the Company’s average operating income and (2) the compounded annual growth (CAGR) in the Company’s closing stock price (total shareholder return), both over the five-year period from 2021 to 2025.

Performance-based equity awards and service-based equity awards are subject to three-year cliff vesting schedules. Service-based equity awards also are subject to an additional five-year holding period.

Additional information regarding the Company’s equity awards for executive officers can be found in the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 26, 2024.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	MARKEL GROUP INC.

February 21, 2025	By:	/s/ Richard R. Grinnan
	Name:	Richard R. Grinnan
	Title:	Senior Vice President, Chief Legal Officer and Secretary