Jonathan E. Michael
MARKEL GROUPAbout Jonathan E. Michael
Retired specialty insurance executive; Chairman of RLI Corp. from 2011–2024 and CEO from 2001–2021; currently interim President of Bradley University (since June 2024) and Board Chair of its Trustees; age 71. Appointed as an independent director of Markel Group Inc. effective March 15, 2025; first election at the May 21, 2025 Annual Meeting; nominated via third-party search firm .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RLI Corp. | Chairman | May 2011–May 2024 | Led specialty insurer; press release highlights market cap increased 10x during CEO tenure |
| RLI Corp. | President & CEO | Jan 2001–Dec 2021 | Ran operations and strategy |
| RLI Corp. | President & COO; EVP; CFO | Various (prior to 2001) | Senior finance and operations leadership |
| Coopers & Lybrand | Certified Public Accountant | Pre-1982 | Accounting and audit experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SS&C Technologies Holdings, Inc. | Director; Lead Independent Director | 2010–Present | Public company director and lead independent director |
| Bradley University | Interim President; Trustee (Board Chair) | Interim since June 2024; Trustee since 2016 | Academic leadership and governance |
| RLI Corp. | Director | 1997–2024 | Public company directorship |
Board Governance
- Independence: Determined independent under NYSE standards; listed as “Independent Director” in nominee profile .
- Committee assignments: As of the April 3, 2025 proxy, he is not listed on Audit, Compensation, or Nominating/Corporate Governance committees; current membership shows other directors as members/chairs .
- Attendance: 2024 attendance not applicable (appointed in 2025). Proxy notes all current directors, other than Mr. Michael, attended the 2024 Annual Meeting; nominees expected to attend the 2025 Annual Meeting .
- Executive sessions: Non-employee directors meet in executive session at each regularly scheduled Board meeting .
- Lead Independent Director: Michael O’Reilly has served as Lead Independent Director since May 2021 .
- Meetings held (2024): Board 5; Audit 6; Compensation 4; Nominating/Governance 4 .
- Related-party oversight: Formal Related Party Transactions Policy; Nominating/Governance Committee reviews and prohibits transactions inconsistent with shareholder interests .
- Hedging/pledging: Directors prohibited from hedging Company stock; non-employee directors prohibited from pledging Company stock .
Fixed Compensation
| Component | Pro rata (Mar–May 2025) | Standard Annual Structure |
|---|---|---|
| Cash retainer | $18,333 (received in shares per election) | $110,000 cash or shares; Lead Independent Director receives additional $30,000 |
| Restricted stock grant | ~$27,719 grant value | ~ $165,000 annual restricted stock grant, rounded to nearest whole share |
| ESPP discount (Non-Qualified Component) | $1,833 discount on stock purchase at 10% in connection with retainer in shares | Directors may purchase Common Stock at a 10% discount up to retainer amount |
| Matching gifts | $0 in 2024 for Michael; program matches up to $15,000 annually | Company matches director charitable contributions up to $15,000 per year |
Performance Compensation
| Element | Metrics Tied | Vesting/Holding | Notes |
|---|---|---|---|
| Director restricted stock | None disclosed for directors | Not specified in proxy for directors | Annual grant is time-based restricted stock; no performance metrics disclosed |
| Stock options | Not applicable | N/A | Company’s 2024 Equity Incentive Plan does not allow stock options or SARs |
Other Directorships & Interlocks
| Company/Organization | Relationship to MKL | Potential Interlock/Conflict |
|---|---|---|
| SS&C Technologies Holdings, Inc. (software/fintech) | Unrelated to MKL’s core insurance operations; no disclosed transactions | No direct supplier/customer relationship disclosed; independence affirmed |
| Bradley University (non-profit) | Unrelated; academic institution | No business dealings disclosed with MKL |
Expertise & Qualifications
- Specialty insurance leadership: 40+ years; ex-CEO/Chairman of RLI; deep financial and operational expertise .
- Financial credentials: Former CPA at Coopers & Lybrand .
- Governance experience: Lead independent director at SS&C; academic governance as Bradley University Board Chair .
- Age and tenure: Age 71; MKL director since 2025 .
Equity Ownership
- Ownership guidelines: Non-employee directors must hold at least 5x annual cash retainer; new directors have five years to comply. Mr. Michael does not yet meet the guideline due to recency and is expected to reach minimum levels within five years .
- Beneficial ownership at record date: 27 shares (includes restricted shares connected to his appointment and an estimated 12 shares to be acquired on April 15, 2025 under the 2020 Stock Purchase Plan) .
Ownership Timeline (oldest → newest)
| Metric | 2025-03-13 (Record Date) | 2025-03-15 | 2025-04-15 | 2025-05-21 | 2025-06-13 |
|---|---|---|---|---|---|
| Shares owned post-event | 27 | 15 (after 15-share award; Form 4) | 26.437 (after 11.437-share ESPP purchase; Form 4) | 114.4373 (after 88-share annual award; Form 4) | 177.8053 (after 63.368-share ESPP purchase; Form 4) |
| Shares transacted | — | +15 (Award) | +11.437 (ESPP; price $1,602.95) | +88 (Award) | +63.368 (ESPP; price $1,735.89) |
| Transaction type | — | Award (A) | J-Other (ESPP) | Award (A) | J-Other (ESPP) |
- Pledging/hedging: Non-employee directors may not pledge or hedge Company stock; policy reviewed annually by Nominating/Governance Committee .
Insider Trades (2025)
| Transaction Date | Type | Shares | Price | Post-Transaction Ownership | SEC Filing URL |
|---|---|---|---|---|---|
| 2025-03-15 | Award (A) | 15 | $0 | 15 | https://www.sec.gov/Archives/edgar/data/1096343/000109634325000041/0001096343-25-000041-index.htm |
| 2025-04-15 | J-Other (ESPP purchase) | 11.437 | $1,602.95 | 26.437 | https://www.sec.gov/Archives/edgar/data/1096343/000109634325000056/0001096343-25-000056-index.htm |
| 2025-05-21 | Award (A) | 88 | $0 | 114.4373 | https://www.sec.gov/Archives/edgar/data/1096343/000109634325000076/0001096343-25-000076-index.htm |
| 2025-06-13 | J-Other (ESPP purchase) | 63.368 | $1,735.89 | 177.8053 | https://www.sec.gov/Archives/edgar/data/1096343/000109634325000113/0001096343-25-000113-index.htm |
Governance Assessment
- Alignment signals: Elected to receive pro-rated retainer in shares under the ESPP and increased holdings via ESPP purchases, indicating equity alignment; subject to director ownership guideline of 5x retainer with five-year compliance runway .
- Independence and conflicts: Board formally determined independence; no related-party transactions disclosed involving Mr. Michael; robust related-party review policy in place .
- Committee effectiveness: Not assigned to committees as of the 2025 proxy; board has fully independent Audit, Compensation, and Nominating/Governance committees with designated chairs and financial experts, providing oversight strength even before his committee assignment .
- Attendance and engagement: New appointee in 2025; nominees expected to attend the 2025 Annual Meeting; non-employee directors meet in executive session each regular Board meeting, supporting independent oversight .
- Compensation structure: Director pay is straightforward—cash retainer and time-based restricted stock; no options or performance-linked metrics; matching gifts and ESPP at 10% discount available; his 2025 pro-rata total was $46,052 .
- RED FLAGS: None observed specific to Mr. Michael—no pledging permitted for non-employee directors; no hedging; no related-party ties disclosed; small initial ownership expected to grow under guideline timeline .