Michael O’Reilly
MARKEL GROUPAbout Michael O’Reilly
Michael O’Reilly is an independent director of Markel Group Inc. (MKL) who has served on the Board since 2013 and has been the Board’s Lead Independent Director since May 2021. He is 81 and brings four decades of insurance and finance experience, including roles as CFO and Vice Chairman of The Chubb Corporation and Chairman of Alterra Capital Holdings Limited; the Board has designated him an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Chubb Corporation | Vice Chairman and Chief Financial Officer; previously Chief Investment Officer and other roles | CFO 2002–2008; CIO from 1986; joined 1969 | Senior finance and investment leadership in a global P&C insurer; deep insurance operating and underwriting oversight experience |
| Alterra Capital Holdings Limited | Chairman of the Board | May 2010–May 2013 | Chaired predecessor to Markel’s acquisition; board leadership in re/insurance holding company |
| Harbor Point Limited (predecessor to Alterra) | Chairman (Mar–May 2010); Deputy Chairman | Deputy Chairman 2005–2010; Chairman March–May 2010 | Board leadership during combination that formed Alterra |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Alterra Capital Holdings Limited | Chairman of the Board | 2010–2013 | Public re/insurer acquired by Markel in 2013; prior board leadership role (no current service) |
| Harbor Point Limited | Chairman/Deputy Chairman | 2005–2010 | Predecessor to Alterra; prior board leadership role |
| Current public company boards | — | — | None disclosed for O’Reilly in MKL’s proxy |
Board Governance
- Roles and Independence
- Lead Independent Director since May 2021; presides over executive sessions of non-employee directors at each regularly scheduled Board meeting and liaises with the Chair .
- Determined independent under NYSE rules; Board committees comprised solely of independent directors .
- Committee Assignments (2024)
- Audit Committee: Member (designated “audit committee financial expert”) .
- Nominating/Corporate Governance Committee: Member .
- Meetings and Attendance (2024)
- Meetings held: Board (5), Audit (6), Compensation (4), Nominating/Governance (4) .
- Each current director attended at least 75% of applicable Board and committee meetings; non-employee directors meet in executive session at each regular Board meeting .
- 2025 Director Election Support (signal of shareholder confidence)
- O’Reilly received 9,093,647 For; 328,285 Against; 15,263 Abstain; Broker non-votes 1,472,982 (≈96.5% For of votes cast For/Against) .
Fixed Compensation
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Program design (policy)
- Annual cash retainer: $110,000; Lead Independent Director fee: $30,000; directors can elect to take retainer in MKL shares via the 2020 Stock Purchase Plan at a 10% discount .
- Annual restricted stock grant to each non-employee director: approximately $165,000 (grant-date fair value) .
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2024 actuals (O’Reilly) | Component | 2024 Amount | |---|---| | Fees Earned or Paid in Cash | $140,000 | | Stock Awards (grant-date fair value) | $164,806 | | All Other Compensation (see breakdown) | $30,556 | | Total | $335,362 |
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All Other Compensation (2024) – breakdown | Item | 2024 Amount | |---|---| | Discount received for fees paid in shares (10% plan discount) | $15,556 | | Company charitable matching gifts | $15,000 | | Total All Other Compensation | $30,556 |
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Alignment signal
- O’Reilly elected to receive his 2024 retainer entirely in stock purchased under the 2020 Stock Purchase Plan (10% discount), emphasizing equity alignment .
Performance Compensation
- Director equity is time-based restricted stock; no performance metrics are attached to non-employee director compensation (no options disclosed for directors; annual grant is restricted stock) . | Metric | Applies to Director Pay? | Notes | |---|---|---| | Revenue growth / EBITDA / TSR targets | No | Non-employee directors receive time-based restricted stock; performance metrics apply to executives, not directors | | Options/PSUs | Not disclosed for directors | Director equity is described as “annual restricted stock award” |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for O’Reilly in MKL’s proxy |
| Prior public/industry boards | Chairman, Alterra Capital Holdings Limited (2010–2013); Chairman/Deputy Chairman, Harbor Point Limited (2005–2010) |
| Interlocks/conflicts | No related-party transactions disclosed involving O’Reilly; MKL’s Related Party Transactions Policy requires Nominating/Corporate Governance Committee pre-approval and prohibits inconsistent transactions |
Expertise & Qualifications
- Audit committee financial expert; extensive insurance finance background (CFO and CIO experience at Chubb) .
- Board leadership experience (Chairman roles at Alterra/Harbor Point) .
- Independent director under NYSE rules .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (common shares) | 3,587 shares as of March 13, 2025 |
| Shares outstanding (reference) | 12,711,262 as of record date for 2025 meeting |
| Ownership as % of outstanding | ≈0.03% (3,587/12,711,262) |
| Vested vs. unvested | Not separately broken out for directors in beneficial table; directors receive annual restricted stock |
| Pledging/Hedging | Non-employee directors are prohibited from pledging MKL shares; hedging prohibited for all directors |
| Stock ownership guidelines | Non-employee directors must hold MKL stock equal to ≥5x annual cash retainer; all current non-employee directors meet the guideline (exceptions only for newly elected directors) |
Governance Assessment
- Positives
- Strong independence profile and committee structure; O’Reilly serves as Lead Independent Director and on two key committees (Audit; Nominating/Governance) .
- Designated audit committee financial expert; deep insurance finance pedigree enhances oversight of reserving, underwriting, and investment risks .
- High shareholder support for 2025 re-election (≈96.5% For of votes cast), signaling investor confidence .
- Ownership alignment: elected to take retainer in stock; complies with 5x retainer ownership guideline; non-employee pledging prohibited .
- Attendance and engagement: ≥75% attendance threshold met; regular executive sessions led by independent directors .
- Watch items / potential risks
- None specific to O’Reilly flagged in related-party or pledging disclosures; company-level pledging exists for certain insiders, but non-employee directors are altogether prohibited from pledging, mitigating this risk for O’Reilly .
- Shareholder governance context: 2025 Say-on-Pay passed (9,197,809 For vs. 197,286 Against), and shareholders approved a simple majority vote proposal, indicating evolving governance expectations that the Board (and Lead Independent Director) will need to implement .
No related-party transactions involving Michael O’Reilly were disclosed in the proxy; MKL’s policy requires prior review and prohibition of conflicted transactions by the Nominating/Corporate Governance Committee .