Markel Corporation (NYSE:MKL) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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. |
Directors of Markel Corporation (the Company) approved incentive
compensation for executive officers for the 2017 performance
period. As in the past, the Companys incentive compensation
program for executive officers generally consists of two
elements, cash incentive compensation, paid under the Companys
Executive Bonus Plan, and restricted stock units (RSUs), granted
under the Companys 2016 Equity Incentive Compensation Plan. The
Companys principal executive officer, principal financial officer
and other current named executive officers participate in the
Executive Bonus Plan and 2016 Equity Incentive Compensation Plan.
performance award subject to the achievement of established
performance goals. Under the Executive Bonus Plan, awards are
payable in cash. Under the 2016 Equity Incentive Compensation
Plan, each executive is granted RSUs (expressed in dollars as a
percentage of base salary), which vest three years after the end
of the performance period. Each executive receives the applicable
payment at the end of the performance period to the extent the
performance goals and other terms and conditions of the award are
met. Under the Executive Bonus Plan, the aggregate maximum cash
amount payable under the plan to any employee in any year cannot
exceed the lesser of 250% of base salary or $3,500,000. Incentive
awards are administered to comply with the requirements of
Section 162(m) of the Internal Revenue Code. Additional
information regarding the Companys incentive compensation program
and prior awards can be found in the Companys Proxy Statement for
its 2016 Annual Meeting of Shareholders, dated March 25, 2016 and
filed with the Securities and Exchange Commission on March 24,
2016, under the heading Incentive Compensation and is
incorporated herein by reference.
current named executive officers under both plans for the 2017
performance year is the adjusted straight average growth in book
value per share over the prior five-year period (2013-2017). The
principal adjustments to the calculation of book value eliminate
the effect of all transaction-related, non-recurring changes in
book value arising from the acquisition of Alterra Capital
Holdings Limited in 2013 as well as share repurchases by the
Company.
conditions of the awards are met, the awards will be paid in 2018
in cash or RSUs, as applicable. The target cash amount payable
and dollar amount of RSUs that may be granted to an executive
under each plan is expressed as a percentage of Target Potential
using the scale based on the adjusted straight average annual
growth in book value per share for the 2013-2017 years as set
forth below:
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Growth in Book Value Per Share
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Award as % of Target
Potential under the Plan
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Under 6%
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0%
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6%*
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40%
|
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7%*
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40%
|
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8%*
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40%
|
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9%*
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40%
|
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10%
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60%
|
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11%
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80%
|
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12%
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50%
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13%
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125%
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14%
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150%
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15%
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175%
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16%
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200%
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17% or more **
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Discretionary
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*
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In the case of performance in this range, the Compensation
Committee is expected to use discretion to determine whether the award should be reduced. |
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**
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In the case of high performance at this level, the maximum
award under the Executive Bonus Plan 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 or RSUs outside the plans. |
each of Messrs. Gayner, Whitt and Crowley will be an amount
equal to 150% of his base salary, and the Target Potential for
all other current named executive officers will be 50% of such
executives base salary.
Crowley was based upon a review of the amount of at-risk
incentive-based compensation to appropriately retain,
incentivize, and reward their efforts and contributions to grow
book value and in light of their job responsibility and titling
changes made in the latter part of 2016.
performance year, for Messrs. Gayner, Whitt and Crowley a:
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6% growth in book value will equate to 60% of base
salary; |
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12% growth in book value will equate to 150% of base
salary; and |
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15% growth in book value and above will be capped at 250%
of base salary; and |
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6% growth in book value will equate to 40% of base
salary; |
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12% growth in book value will equate to 50% of base
salary; and |
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16% growth in book value will equate to 200% of base
salary. |
About Markel Corporation (NYSE:MKL)
Markel Corporation is a financial holding company serving a range of markets. The Company’s principal business markets and underwrites specialty insurance products. The Company monitors and reports its ongoing underwriting operations in three segments: U.S. Insurance, International Insurance and Reinsurance. The Company also owns interests in various industrial and service businesses that operate outside of the specialty insurance marketplace. The U.S. Insurance segment includes all direct business and facultative placements written by its insurance subsidiaries domiciled in the United States. The International Insurance segment includes all direct business and facultative placements written by its insurance subsidiaries domiciled outside of the United States, including its syndicate at Lloyd’s. The Reinsurance segment includes all treaty reinsurance written across the Company. Its non-insurance operations include the results of its legal and professional consulting services. Markel Corporation (NYSE:MKL) Recent Trading Information
Markel Corporation (NYSE:MKL) closed its last trading session down -9.75 at 976.98 with 40,704 shares trading hands.
