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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Retirement of Alan I. Kirshner as Director, Chairman of the Board and Executive Chairman; Appointment of Steven A. Markel as Chairman of the Board
On November 20, 2019, Markel Corporation (the Company) issued a press release announcing that Alan I. Kirshner, the Company's Executive Chairman and Chairman of the Board of Directors (the Board), informed the Company on November 20, 2019 that he will not stand for re-election as a director at the Company's 2020 Annual Meeting of Shareholders scheduled to be held May 11, 2020. Mr. Kirshner will retire as a director and officer of the Company at the end of the meeting.
The Company also announced in the press release that the Board selected current Board member and Vice Chairman Steven A. Markel to succeed Mr. Kirshner as the next Chairman of the Board.
The Board has named Mr. Kirshner to the honorary position of "Chairman Emeritus" of the Board effective upon retiring from his leadership positions in May 2020.
A copy of the press release is furnished as Exhibit 99.1.
Appointment of Harold L. Morrison, Jr. to the Board of Directors and its Audit and Compensation Committees
On November 20, 2019, the Company issued a separate press release announcing the appointment of Harold L. Morrison, Jr. to the Board, effective January 1, 2020. Mr. Morrison also has been appointed to serve on the Board's Audit and Compensation Committees effective on the same day.
Mr. Morrison retired from Chubb Insurance Company in December 2017 after a 33-year career in the insurance industry. He served as Senior Vice President, Chubb Group and Division President, Field Operations, North America Insurance from January 2016 until his retirement. In this role, he was responsible for managing Chubb's field organization in North America, which included 48 offices throughout the United States and Canada, and for executing Chubb's North American business strategies through its regional and branch offices. From 2008 to January 2016, Mr. Morrison served as Executive Vice President of The Chubb Corporation, Chief Global Field Officer. 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.
Mr. Morrison will participate in the Company's compensation programs for non-employee directors. At present, in May of each year, each non-employee director is paid an annual retainer fee of $95,000 and reimbursement of expenses incurred in connection with attending Board meetings, and receives an annual grant of approximately $125,000 in restricted stock. In connection with his appointment to the Board effective January 1, 2020, Mr. Morrison will receive (i) a retainer fee (payable in cash, Company stock, or a combination thereof) of $31,667 and (ii) a grant of approximately $41,667 in restricted stock of the Company.
As a non-employee director, Mr. Morrison also will be eligible to participate in the Company's Employee Stock Purchase and Bonus Plan. Participating directors receive stock bonus awards in accordance with the terms of that plan equal to 10% of the net increase in shares purchased under the plan in a calendar year.
A copy of the press release is furnished as Exhibit 99.2.