Mark M. Besca
MARKEL GROUPAbout Mark M. Besca
Independent director at Markel Group Inc. since 2020; age 65. Former EY (Ernst & Young) senior partner with 40+ years in professional services, including Managing Partner of EY’s New York office (2012–2018) and leader of EY’s Long-Term Value and Stakeholder Capitalism initiative (2018–June 2020). Currently chairs Markel’s Audit Committee and is designated an “audit committee financial expert.” Also serves on the boards of Las Vegas Sands Corp. (NYSE) and Clarus Corporation (NASDAQ). Attendance met or exceeded board standards and he attended the 2024 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EY (Ernst & Young LLP) | Leader, Long-Term Value & Stakeholder Capitalism initiative | 2018–June 2020 | Led ESG/value creation initiative; deep financial reporting expertise |
| EY (Ernst & Young LLP) | Managing Partner, New York City office | 2012–2018 | Ran EY’s largest U.S. office; governance and client oversight |
| EY (Ernst & Young LLP) | Northeast Managing Partner, Assurance & Advisory | 2009–2011 | Assurance leadership across region |
| EY (Ernst & Young LLP) | Lead and senior advisory audit partner (Fortune 500 clients in Media, Consumer, Airline) | 1992–retirement | Extensive audit and financial reporting credentials |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Las Vegas Sands Corp. (NYSE) | Director | Current | Public company directorship |
| Clarus Corporation (NASDAQ) | Director | Current | Public company directorship |
| Pace University | Chairman Emeritus, Board of Trustees (Chairman 2014–2021) | 2014–2021 (Chair) | Civic leadership; higher ed governance |
| Roundabout Theatre Company | Director | N/A | Civic/non-profit board service |
| NYC Partnership | David Rockefeller Fellow | N/A | Civic leadership recognition |
Board Governance
- Independence: Board determined Besca is independent under NYSE standards; all members of the Audit, Compensation, and Nominating/Governance committees meet NYSE independence criteria.
- Committee assignments (2024–2025): Audit Committee Chair (financial expert); not listed as a member of Compensation or Nominating/Governance.
- Meetings/attendance (2024): Board (5), Audit (6), Compensation (4), Nominating/Governance (4). Each director attended at least 75% of applicable meetings.
- Annual meeting engagement: All current directors other than Mr. Michael attended the 2024 annual meeting (Besca attended).
- Lead Independent Director: Michael O’Reilly (since May 2021).
Fixed Compensation
| Component | Detail | 2024 Amount |
|---|---|---|
| Annual cash retainer | Non-employee director retainer | $110,000 |
| Lead Independent Director premium | Not applicable to Besca | $0 (LID premium is $30,000, paid to O’Reilly) |
| Annual restricted stock grant | Approximate grant value per director | $164,806 (Besca) |
| Expense reimbursement | Reimbursed for meeting-related expenses | Policy disclosed (amounts not itemized per director) |
| 2020 Stock Purchase Plan (non-qualified component) | Director may elect to receive retainer in shares at 10% discount; Besca elected to receive entire retainer in stock | Elected-in (10% discount applied) |
Direct 2024 director compensation (Besca):
- Fees Earned or Paid in Cash: $110,000; Stock Awards: $164,806; All Other Compensation: $26,042; Total: $300,848. All Other Compensation comprised $12,222 discount from the Stock Purchase Plan plus $13,820 matching charitable gifts.
Performance Compensation
| Element | Performance Metric(s) | Payout Basis | 2024 Notes |
|---|---|---|---|
| Annual equity (restricted stock) | None (time-based) | Approx. $165k grant value | Standard annual grant for directors; no performance metrics disclosed |
| Cash incentive | None | N/A | Directors are not paid performance bonuses |
No performance-based metrics or options are used for non-employee director pay; annual director equity is time-based restricted stock.
Other Directorships & Interlocks
| Company | Role | Committee Roles (if disclosed) | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Las Vegas Sands Corp. (NYSE) | Director | Not disclosed in MKL proxy | No related-party transactions with MKL disclosed involving Besca |
| Clarus Corporation (NASDAQ) | Director | Not disclosed in MKL proxy | No related-party transactions with MKL disclosed involving Besca |
The “Certain Transactions” section lists related-party dealings but includes no transaction involving Besca.
Expertise & Qualifications
- Audit committee financial expert designation; deep audit/financial reporting experience leading Fortune 500 engagements at EY.
- Board leadership and governance experience across public and civic institutions.
- Industry exposure: Media, Consumer Products, Airlines (audit partner coverage).
Equity Ownership
| Holder | Direct Ownership | Other/Indirect | Total Beneficial Ownership | Percent of Class | RSUs (unvested/vested deferred) |
|---|---|---|---|---|---|
| Mark M. Besca | 964 | — | 964 | <1% | — |
Additional alignment and risk policies:
- Ownership guidelines: Non-employee directors must hold stock equal to 5x the annual cash retainer; all current non-employee directors (including Besca) meet the requirement (newly elected director Michael is within 5-year build period).
- Hedging/pledging: Directors are prohibited from hedging; non-employee directors are prohibited from pledging MKL shares.
- Stock election: Besca elected to receive his entire 2024 retainer in stock at a 10% discount under the 2020 Stock Purchase Plan.
Governance Assessment
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Strengths:
- Independent director, Audit Committee Chair, and designated audit committee financial expert — strong oversight signal for financial reporting and controls.
- Attendance and engagement standards met; attended 2024 annual meeting.
- Ownership alignment via annual restricted stock and election to receive fees in stock; meets 5x retainer ownership guideline; no hedging or pledging permitted for non-employee directors.
- No related-party transactions involving Besca disclosed.
-
Watch items:
- Direct beneficial ownership is modest in absolute share count (964 shares, <1% of class); however, directors also receive annual restricted stock and may use the stock purchase plan, and MKL’s guideline compliance indicates a value-based threshold is met.
- Multiple external board commitments (Las Vegas Sands, Clarus) require continued monitoring for time commitments; no interlocks/conflicts disclosed.
-
Contextual governance indicators:
- Committees composed entirely of independent directors; majority voting in uncontested elections; proxy access; separate Chair and CEO with a Lead Independent Director.
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RED FLAGS: None identified specific to Besca. No pledging (prohibited), no hedging (prohibited), no related-party transactions, and independence affirmed by the Board.