Harold L. Morrison, Jr.
MARKEL GROUPAbout Harold L. Morrison, Jr.
Independent director of Markel Group Inc. (MKL) since 2020; age 67. Retired senior insurance executive with deep global operational and underwriting experience at Chubb, currently serving on MKL’s Audit and Compensation Committees. The Board has determined he is independent under NYSE standards; 2024 attendance met the ≥75% threshold across Board and assigned committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chubb Insurance Company | Senior Vice President, Chubb Group; Division President, Field Operations, North America Insurance | 2016–2017 | Led North American field operations; underwriting/operations leadership |
| The Chubb Corporation | Executive Vice President; Chief Global Field Officer | 2008–2016 | Global field leadership; added Chief Administrative Officer in 2011, overseeing worldwide HR/administrative services |
| Chubb (various) | Managerial/leadership positions | Joined 1984 | Progressive leadership across underwriting/operations |
External Roles
- No other public company directorships disclosed in the 2025 proxy for Mr. Morrison .
Board Governance
| Committee | Chair | Morrison Role | 2024 Meetings |
|---|---|---|---|
| Audit | Mark M. Besca | Member | 6 |
| Compensation | Diane Leopold | Member | 4 |
| Nominating/Corporate Governance | Lawrence A. Cunningham | Not a member | 4 |
| Full Board | Steven A. Markel (Chair) | Director | 5 |
- Independence: Determined independent under NYSE standards; all committee members meet applicable NYSE independence requirements .
- Attendance: Each current director attended at least 75% of aggregate Board and committee meetings in 2024 .
- Lead Independent Director: Michael O’Reilly since May 2021 .
- Executive Sessions: Non-employee directors meet in executive session at each regularly scheduled Board meeting .
- Hedging/Pledging: Non-employee directors are prohibited from pledging company shares; hedging transactions are prohibited for directors .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual retainer (cash) | $110,000 | Eligible to receive retainer in shares via Non-Qualified component of 2020 Stock Purchase Plan; Morrison elected to receive half in shares |
| Stock awards (restricted stock) | $164,806 | Annual grant upon election, valued at ~ $165k based on grant-date fair value |
| All Other Compensation (total) | $18,611 | Comprised of $6,111 stock purchase plan discount and $12,500 matching gifts |
| Total | $293,417 |
- Mix (based on 2024 total): Cash ~37.5%, Equity ~56.1%, Other ~6.3% .
Breakdown of “All Other Compensation” (2024):
- Discount received for fees paid in shares: $6,111
- Matching gifts: $12,500
Performance Compensation
| Director Equity Component | Performance-linked? | Metric(s) | Vesting |
|---|---|---|---|
| Annual restricted stock grant (~$165k) | No | N/A for directors | Time-based per director program; not tied to performance metrics |
Note: MKL’s 2024 Equity Incentive Plan performance metrics (operating income and TSR) apply to executive officers; non-employee director equity grants are restricted stock, not performance-based .
Other Directorships & Interlocks
- Other public company boards: None disclosed for Morrison .
- Network ties: Morrison and O’Reilly both have prior senior executive backgrounds at Chubb (industry experience concentration), though no related-party transactions are disclosed involving either in 2024–2025 .
Expertise & Qualifications
- Insurance operations/underwriting leader with 30+ years at Chubb; brings deep global operational insights to MKL’s Audit and Compensation Committees .
- Audit Committee financial literacy: Board determined all Audit members are financially literate; Morrison’s insurance, administrative, and financial experience cited explicitly in the proxy .
Equity Ownership
| Holder | Direct Ownership (shares) | Other Ownership | Total Beneficial Ownership | Percent of Class | RSUs |
|---|---|---|---|---|---|
| Harold L. Morrison, Jr. | 885 | — | 885 | <1% | — (none disclosed) |
- Ownership guidelines for non-employee directors: Minimum 5x annual cash retainer; all current non-employee directors meet guidelines (except newly elected Mr. Michael, who has 5 years) .
- Pledging/Hedging: Non-employee directors may not pledge company shares; hedging transactions prohibited .
- 2024 alignment actions: Elected to receive half of retainer in MKL shares (10% discount under Stock Purchase Plan), enhancing alignment .
Governance Assessment
- Independence and engagement: Morrison is independent and serves on two key committees (Audit and Compensation) with 2024 attendance meeting the ≥75% threshold—positive for board effectiveness and oversight .
- Financial oversight credentials: Audit Committee narrative highlights Morrison’s extensive insurance, administrative, and financial experience; Audit Committee membership includes designated financial experts (Besca, O’Reilly), strengthening financial reporting oversight .
- Ownership alignment: Annual restricted stock grant plus retainer-to-shares election indicate alignment with shareholders; compliance with director ownership guidelines further supports skin-in-the-game .
- Conflicts/related-party exposure: No related party transactions disclosed involving Morrison; company policy requires prior review/prohibition of related party transactions inconsistent with shareholder interests .
- Risk indicators and RED FLAGS:
- Shares pledged: Policy prohibits non-employee directors from pledging; none disclosed for Morrison (mitigates alignment risk) .
- Hedging: Prohibited for directors (alignment preserved) .
- Attendance: Met ≥75% threshold; no low-attendance concern disclosed .
- Compensation practices: Director pay structure is straightforward (retainer + restricted stock + matching gifts); no options, no tax gross-ups for directors disclosed; matching gifts capped per program .
- Broader governance context: Board maintains majority independence, separate Chair/CEO, Lead Independent Director, proxy access, executive sessions, and stock ownership guidelines; 2024 say-on-pay approval exceeded 87%, indicating broad investor support for compensation governance (contextual signal of governance stability) .