Brian J. Costanzo
MARKEL GROUPAbout Brian J. Costanzo
Brian J. Costanzo is Chief Financial Officer of Markel Group Inc., appointed on December 18, 2023; he previously served as Chief Financial Officer of the insurance engine and interim principal financial officer in Q1 2023. He was 45 at appointment and brings ~25 years of accounting, finance, and tax experience in insurance and financial services, having progressed through Controller and Chief Accounting Officer roles at Markel since 2014 . Company performance metrics tied to executive pay include five-year average operating income of $2,212.7 million and five-year total shareholder return (TSR) CAGR of 9% for 2020–2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Markel Group Inc. | Chief Financial Officer (holding company) | Dec 18, 2023 – present | Oversees all financial operations for holding company and insurance engine; drives discipline across three-engine system (insurance, investments, Markel Ventures) . |
| Markel (Insurance engine) | Chief Financial Officer | Dec 1, 2023 – present | Led insurance finance, supporting underwriting profitability and capital allocation within the group system . |
| Markel Group Inc. | Interim Principal Financial Officer | Jan 1, 2023 – Mar 20, 2023 | Covered SEC reporting and certifications during CFO transition . |
| Markel Group Inc. | SVP Finance, Chief Accounting Officer & Controller | Oct 3, 2022 – Dec 18, 2023 | Led accounting policy/controls across group; elevated to CFO . |
| Markel Group Inc. | Chief Accounting Officer & Controller | Jun 2021 – Oct 2022 | Strengthened financial reporting and internal controls . |
| Markel Group Inc. | Controller | Nov 2019 – Jun 2021 | Managed group financial reporting processes . |
| Markel Group Inc. | Segment Controller – U.S. Insurance | Mar 2014 – Nov 2019 | Drove segment reporting rigor for U.S. insurance operations . |
External Roles
No public company directorships or related-party transactions disclosed for Costanzo; Item 404(a) confirms no material interests in related transactions .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $367,181 | $500,000 |
| Target Cash Bonus (% of base) | 100% (agreement) | 100% (plan) |
| Actual Cash Bonus ($) | $341,528 | $525,000 |
| Equity Target (% of base) | 100% (agreement minimum) | 125% (target increased) |
| Stock Awards Granted ($, grant-date fair value) | $175,973 | $649,126 |
| All Other Compensation ($) | $31,256 | $34,100 |
| Total Compensation ($) | $915,938 | $1,708,226 |
In 2025, the Compensation Committee increased Costanzo’s equity award target to 175% of base salary to further enhance long-term alignment .
Performance Compensation
| Dimension | 2024 Plan Detail | Weighting | Target Setting | Actual Performance | Payout vs Target | Vesting/Holding |
|---|---|---|---|---|---|---|
| Cash (Non-Equity Incentive) | Target 100% of base | — | Based on combined performance modifier | 5-yr avg operating income $2,212.7mm (120% of target); TSR CAGR 9% (90% of target); blended 105% | 105% of target → $525,000 | Cash paid Mar 2025 |
| Performance RSUs (Equity) | 75% of total equity target | — | Same performance grid as cash | Same modifiers; blended 105% | 98% of base as grant (105% × 125% × 75%) | 3-year cliff vest; elective deferral allowed |
| Service RSUs (Equity) | 25% of total equity target | — | Not performance-modified | Fixed allocation | 31% of base as grant (125% × 25%) | 3-year cliff vest + additional 5-year holding period |
| Performance Metrics | 5-yr avg operating income; 5-yr TSR CAGR | 50% each | Grid from 0–200% with discretion below 6%/above 17% | Achieved 120% and 90% respectively | Combined award modifier 105% | Clawback policy applies to all incentive comp |
2024 plan design changes replaced book value CAGR with 5-year average operating income to better reflect multi-engine value creation; service-based RSUs gained a 5-year post-vest holding to reinforce long-term alignment .
Equity Ownership & Alignment
| Ownership Detail | Value |
|---|---|
| Direct Shares | 306 |
| Indirect/Other Shares (incl. 401(k)) | 216 |
| Total Beneficial Ownership | 522 (less than 1% of class) |
| RSUs Outstanding (not yet vested) | 664 |
| RSUs Not Vested at FY-end (Market Value) | 285 units; $491,976 at 12/31/2024 close |
| Upcoming RSU Vesting Schedule | Dec 2025: 54; May 2026: 29; Dec 2026: 94; Feb 2027: 108 |
| Hedging/Pledging | Hedging prohibited; pledging by executive officers restricted (<0.75% of class); compensation shares may not be pledged |
| Pledging Status | No pledges disclosed for Costanzo in ownership table |
| Ownership Guidelines | CEO 5× salary; senior management 1–3× salary; executives meet/exceed guidelines |
The 5-year holding requirement on service RSUs materially reduces near-term sell pressure despite scheduled vesting .
Employment Terms
| Term | Provision |
|---|---|
| Agreement Term | Initial term through Dec 31, 2026; auto-renewals absent 90 days’ notice |
| Severance (no cause) | 12 months salary continuation; 12 months group health coverage; lump sum equal to target annual cash bonus on first anniversary; immediate vesting of all granted equity (performance awards vest at target) |
| Change-in-Control | Double trigger: benefits only if termination without cause or resignation for good reason within 12 months post-CIC |
| Non-Compete/Non-Solicit | 12 months post-termination; confidentiality obligations apply |
| Clawback | NYSE-compliant compensation recovery policy effective Oct 2, 2023 |
| Tax Gross-Ups | None (no 280G or other gross-ups) |
Investment Implications
- Pay-for-performance alignment: Cash and performance RSUs are driven by multi-year operating income and TSR, with 2024 actual modifier at 105%—modest upside suggesting disciplined calibration of targets and execution amid a 9% 5-year TSR CAGR and strong operating income trend .
- Increasing equity intensity: Raising Costanzo’s equity target from 125% (2024) to 175% (2025) signals stronger long-term alignment and retention incentives; combined with 3-year cliff and 5-year holding on service RSUs, near-term selling pressure is muted despite disclosed vesting schedules .
- Retention risk is contained: Double-trigger CIC economics, salary/bonus continuity, and full vesting at target on separation without cause bolster retention; non-compete/non-solicit terms further stabilize leadership continuity .
- Governance and risk: Hedging prohibited; pledging tightly restricted and not disclosed for Costanzo; no options (thus no repricing risk); company-wide say-on-pay support was >87% in 2024, indicating investor acceptance of compensation design .
Overall, Costanzo’s compensation structure and ownership profile favor long-term value creation with measured incentive leverage, minimal misalignment risks (no hedging/pledging), and embedded retention through vesting/holding mechanics—supportive for continuity of Markel’s multi-engine capital allocation model .