Diane Leopold
MARKEL GROUPAbout Diane Leopold
Diane Leopold is an independent director of Markel Group Inc. (MKL) serving since 2018; she is 58 years old and currently Executive Vice President and Chief Operating Officer of Dominion Energy (EVP & COO since Oct 2020, previously Co-COO Dec 2019–Sep 2020; prior leadership roles across Dominion’s gas and transmission operations) . She brings deep operating expertise in energy infrastructure, including prior roles as President & CEO of Dominion’s Gas Infrastructure Group (2017–2019), President of Dominion Energy, Inc. (2014–2016), and Senior VP of Dominion Energy Gas Transmission (2012–2013) . She attended the 2024 Annual Meeting and is classified as independent under NYSE rules and MKL’s categorical standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dominion Energy | Executive Vice President & Chief Operating Officer | Oct 2020–present | Enterprise operations leadership |
| Dominion Energy | Co-Chief Operating Officer | Dec 2019–Sep 2020 | Transition leadership |
| Dominion Energy – Gas Infrastructure Group | President & CEO | 2017–2019 | Led gas infrastructure portfolio |
| Dominion Energy, Inc. | President | 2014–2016 | Corporate leadership |
| Dominion Energy Gas Transmission | Senior Vice President | 2012–2013 | Transmission operations |
| Dominion Energy, Inc. | Executive Vice President | May 2018–present | Senior executive oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Gas Association | Past Chair | Not disclosed | Industry leadership |
| Interstate Natural Gas Association of America | Past Chair | Not disclosed | Industry leadership |
| GROW Capital Jobs Foundation | Board of Trustees | Not disclosed | Community/economic development |
| Jamestown-Yorktown Foundation | Board of Trustees | Not disclosed | Non-profit governance |
| Nuclear Electric Insurance Limited | Board | Not disclosed | Insurance industry governance |
| World Pediatrics | Board | Not disclosed | Global health non-profit |
| Atlantic Council | Board | Not disclosed | Policy think tank governance |
Board Governance
- Committee assignments: Chair, Compensation Committee; MKL confirms all committee members meet NYSE independence standards .
- Meeting cadence: Board met 5 times in 2024; Compensation Committee met 4 times; MKL states each current director attended at least 75% of combined board/committee meetings .
- Independence: MKL’s Board determined Leopold is independent under NYSE rules and MKL’s categorical standards .
- Engagement: Non-employee directors meet in executive session at each regularly scheduled Board meeting; Lead Independent Director is Michael O’Reilly .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual retainer (cash) | $110,000 | Standard non-employee director retainer; directors can elect stock via ESPP |
| All Other Compensation – 10% ESPP discount on fees paid in shares | $12,222 | She elected to receive her entire retainer in shares via the Non-Qualified 2020 Stock Purchase Plan |
| All Other Compensation – Matching gifts | $10,500 | Company matched eligible charitable contributions |
| Total All Other Compensation | $22,722 | Sum of ESPP discount and matching gifts |
MKL’s Non-Qualified 2020 Stock Purchase Plan permits non-employee directors to purchase common shares at a 10% discount; Leopold elected full retainer in stock in 2024 .
Performance Compensation
| Component | 2024 Grant-Date Fair Value | Structure |
|---|---|---|
| Annual restricted stock award | $164,806 | Non-employee directors receive annual restricted stock grants valued ~ $165k upon election; time-based, not performance-based |
MKL does not use options or performance share units for directors; equity grants are restricted stock with time-based vesting .
Other Directorships & Interlocks
- Public company directorships: None disclosed; proxy biography lists industry associations and non-profit boards, not public company boards .
- Potential interlocks/conflicts: Service on Nuclear Electric Insurance Limited is industry-adjacent to MKL’s insurance activities; MKL’s Related Party Transactions disclosure lists no transactions involving Leopold .
Expertise & Qualifications
- Operational leadership in energy infrastructure, spanning business development, construction, power generation ops, finance, and market analysis .
- Industry leadership as past chair of AGA and INGAA, bringing regulatory and sector insights relevant to risk oversight .
- Community ties in MKL’s headquarters region augment stakeholder perspective .
Equity Ownership
| Metric | Value |
|---|---|
| Direct Ownership (shares) | 1,939 |
| Other Ownership (spouse) | 500 (beneficial ownership disclaimed) |
| Total Beneficial Ownership (shares) | 2,439 |
| Ownership % of outstanding | Less than 1% |
| RSUs beneficially owned | None shown (column blank; RSUs not counted unless vesting within 60 days) |
| Pledging/Hedging status | MKL policy prohibits non-employee directors from pledging and hedging company stock |
| Director ownership guideline | 5× annual cash retainer; all current non-employee directors (except newly added Michael) meet the guideline |
Governance Assessment
- Board effectiveness: As Compensation Committee Chair, Leopold oversaw 2023–2024 incentive design changes to align executive pay with five-year average operating income and total shareholder return, adding a long-term service award with a five-year holding period—strengthening long-term alignment .
- Independence and attendance: Independent under NYSE standards; MKL discloses at least 75% attendance for all current directors in 2024; she attended the 2024 Annual Meeting .
- Ownership alignment: She elected to receive her entire retainer in stock and receives annual restricted stock, complying with 5× retainer ownership guidelines; non-employee directors cannot hedge or pledge MKL stock—positive alignment and risk control .
- Compensation structure for directors: Mix of cash retainer and time-based restricted stock; no options or performance-linked stock for directors; ESPP discount used—transparent and moderate .
- Compensation committee practices: Management engaged Compensation Advisory Partners (CAP) for market research; CAP did not engage directly with the Committee (Committee retains full authority). Fees paid to CAP in 2024 were $85,435; MKL states independence assessments will be conducted when applicable—monitor consultant independence and Committee’s direct oversight .
- RED FLAGS: None disclosed related to Leopold—no pledging, related party transactions, or attendance issues; MKL’s policy expressly prohibits hedging/pledging for non-employee directors .