A. Lynne Puckett
MARKEL GROUPAbout A. Lynne Puckett
Independent director at Markel Group Inc. since 2020; age 63. Retired Senior Vice President & General Counsel at Celanese Corporation (2019–2024), previously SVP, General Counsel & Secretary at Colfax Corporation (2010–2019), and partner at Hogan Lovells (1999–2010). Background centers on corporate law, M&A execution, and complex litigation; Board has affirmatively determined she is independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Celanese Corporation | Senior Vice President & General Counsel | Feb 2019 – Feb 2024 | Supported CEO/Chair and Board across legal, M&A, complex litigation |
| Colfax Corporation | SVP, General Counsel & Secretary | 2010 – Feb 2019 | Led global corporate legal function |
| Hogan Lovells | Partner | 1999 – 2010 | Corporate/transactional matters |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Shakespeare Center | Board of Trustees, Executive Committee; Chair, Education Committee | Not disclosed | Leadership roles in nonprofit governance |
| Univ. of Maryland Marlene & Stewart Greenebaum Comprehensive Cancer Center | Board service (prior) | Not disclosed | Nonprofit board member |
| Johns Hopkins Bloomberg School of Public Health – Center for Refugee and Disaster Response | Board service (prior) | Not disclosed | Nonprofit board member |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director under NYSE standards; all committee members meet NYSE independence standards |
| Board/Committee assignments | Compensation Committee Member (not Chair) |
| Other committees | None listed for Audit or Nominating/Corporate Governance |
| Lead Independent Director | Michael O’Reilly (context) |
| Attendance | Each current director attended ≥75% of Board and committee meetings in 2024; Board met 5x; Audit 6x; Compensation 4x; Nominating/Gov 4x |
| Annual Meeting attendance | All current directors other than Mr. Michael attended the 2024 Annual Meeting (implies Ms. Puckett attended) |
| Executive sessions | Non‑employee directors hold executive sessions at each regularly scheduled Board meeting |
| Hedging/Pledging | Hedging prohibited; non‑employee directors prohibited from pledging company shares |
Fixed Compensation
| Component (Director) | FY 2024 | Notes |
|---|---|---|
| Annual cash retainer | $110,000 | May elect to receive in shares via 2020 Stock Purchase Plan at 10% discount |
| Committee/Chair fees | $0 disclosed | Only Lead Independent Director receives +$30,000; no chair fee for Ms. Puckett |
| Annual equity grant (restricted stock) | $164,806 (grant-date fair value) | Approx. $165k policy; rounded to nearest whole share |
| All other compensation | $27,222 | Comprised of $12,222 stock purchase plan discount + $15,000 matching gifts |
| Total | $302,028 | Sum of above |
- Retainer election: In 2024, Ms. Puckett elected to receive her entire retainer in shares purchased under the 2020 Stock Purchase Plan (10% discount).
Performance Compensation
| Feature | Status |
|---|---|
| Performance-based director pay | Not disclosed for directors; non‑employee directors receive annual restricted stock (time-based), not performance-conditioned equity |
| Stock options for directors | The 2024 Equity Incentive Plan does not allow stock options/SARs; directors receive restricted stock (context from plan design) |
No director‑specific performance metrics (e.g., TSR targets) are disclosed; performance metrics described in the proxy apply to executive officer incentives, not to director compensation.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Ms. Puckett in the nominee biography section |
| Committee interlocks | None disclosed |
| Related party transactions | None disclosed involving Ms. Puckett; Related Party Transactions section lists others, not her |
Expertise & Qualifications
- Legal, M&A, and complex litigation expertise from GC roles at Celanese and Colfax and prior partnership at Hogan Lovells; brings global corporate experience and perspectives “invaluable to the Board.”
- Independent member of the Compensation Committee overseeing executive pay design, incentives, and governance.
- Nonprofit board leadership roles reinforce governance, policy, and education focus relevant to stakeholder engagement.
Equity Ownership
| As-of | Direct Shares | Other Shares | Total Beneficial Ownership | % of Outstanding | RSUs Listed | Notes |
|---|---|---|---|---|---|---|
| Mar 13, 2025 | 647 | 960 (trust; co‑trustee with spouse) | 1,607 | <1% (table denotes “*”) | 0 (blank in RSU column) | Non‑employee directors prohibited from pledging; no pledges disclosed for Ms. Puckett |
- Stock ownership guideline: Non‑employee directors must hold shares ≥5× annual cash retainer; Ms. Puckett meets the guideline.
- Shares outstanding reference for context: 12,711,262 as of record date for 2025 Annual Meeting.
Governance Assessment
- Board effectiveness and independence: Independent director with legal/M&A depth; serves on Compensation Committee (entirely independent), supporting pay governance and succession oversight.
- Engagement and attendance: Met the ≥75% attendance threshold in 2024; attended 2024 Annual Meeting alongside other current directors.
- Alignment and ownership: Elected to receive 100% of retainer in stock and receives annual restricted stock; meets 5× retainer ownership guideline; hedging prohibited and pledging barred for non‑employee directors—good alignment/low risk.
- Conflicts/related‑party: No related‑party transactions disclosed for Ms. Puckett; no interlocks indicated.
- Compensation structure (director): Balanced cash retainer plus time‑based equity; matching gifts and small stock purchase plan discount are transparent and modest. No option awards.
- Broader governance signals: Non‑employee directors hold executive sessions; separate Chair and CEO; Lead Independent Director in place; majority independent board; strong say‑on‑pay support in 2024 (>87%)—supportive of governance stability she helps oversee.
RED FLAGS: None identified for Ms. Puckett (no pledging, related‑party transactions, or low attendance). The company permits limited pledging for certain insiders but explicitly prohibits pledging by non‑employee directors; policy reviewed annually by Nominating/Corporate Governance Committee.