Morgan E. Housel
MARKEL GROUPAbout Morgan E. Housel
Independent director of Markel Group Inc. (MKL) since 2021; age 41. Partner at The Collaborative Fund (Aug 2016–present) with responsibilities spanning investor communications, research, fundraising, diligence, and portfolio company board service. Previously a columnist/senior analyst at The Motley Fool (2007–Aug 2016) and columnist at The Wall Street Journal (2014–2015). Author of bestsellers The Psychology of Money and Same as Ever; winner of SABEW “Best in Business” (twice) and The New York Times Sidney Award .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Collaborative Fund | Partner | Aug 2016–present | Leads investor communications and research; engages in fundraising and due diligence; serves on certain portfolio company boards |
| The Motley Fool | Columnist and Senior Analyst | 2007–Aug 2016 | Financial analysis and investor education; award-winning business journalism |
| The Wall Street Journal | Columnist | 2014–2015 | Columns on markets/investing |
| Long-Term Stock Exchange | Director (prior service) | Not disclosed | Prior board service at financial institution; committee details not disclosed |
| Camino Financial | Director (prior service) | Not disclosed | Prior board service at financial institution; committee details not disclosed |
External Roles
| Category | Company/Organization | Role | Notes |
|---|---|---|---|
| Public company boards (current) | — | — | None disclosed in MKL’s proxy |
| Private/other boards (prior) | Long-Term Stock Exchange | Director | Prior service; dates not disclosed |
| Private/other boards (prior) | Camino Financial | Director | Prior service; dates not disclosed |
Board Governance
- Committee assignments: Member, Nominating/Corporate Governance Committee (not Chair) .
- Independence: Board determined Housel is independent under NYSE and company categorical standards; also meets applicable committee independence standards .
- Meetings and attendance: Board met 5x in 2024; committees met 6x (Audit), 4x (Compensation), 4x (Nominating/Corporate Governance). Each current director attended at least 75% of Board and applicable committee meetings in 2024 .
- Lead independent director and executive sessions: Michael O’Reilly is Lead Independent Director; non‑employee directors meet in executive session at each regularly scheduled Board meeting .
- Related party review: Related Party Transactions Policy overseen by Nominating/Corporate Governance Committee; no related‑party transactions disclosed for Housel in 2024 section .
Fixed Compensation
- Structure: Annual cash retainer $110,000 for non‑employee directors; Lead Independent Director receives an additional $30,000. Directors may elect to receive retainer in MKL shares via the 2020 Stock Purchase Plan (Non‑Qualified Component) at a 10% discount. Annual restricted stock grant valued at approximately $165,000 upon election (pro‑rated if elected after the annual meeting) .
- 2024 director compensation (actual amounts):
| Name | Fees Earned or Paid in Cash | Stock Awards | All Other Compensation | Total |
|---|---|---|---|---|
| Morgan E. Housel | $110,000 | $164,806 | $27,222 | $302,028 |
- All other compensation detail (2024): 10% stock purchase discount on fees ($12,222) and charitable matching gifts ($15,000) . Housel elected to receive his entire 2024 retainer in MKL shares under the 2020 Stock Purchase Plan .
Performance Compensation
- Annual equity for directors: Restricted stock valued at approximately $165,000 upon election (no performance conditions disclosed for director equity; vesting terms not specified in proxy excerpt) .
- Director equity/option policy: The 2024 Equity Incentive Plan for executives does not permit stock options/SARs; the director program provides restricted stock grants as above (no director options discussed) .
| Pay-for-Performance Metric | Disclosure for Director Pay |
|---|---|
| Performance metrics tied to director compensation | Not disclosed/applicable; director equity consists of annual restricted stock grants, not performance-conditioned awards |
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlocks/Relationships with MKL |
|---|---|---|---|
| Long-Term Stock Exchange | Private (exchange company) | Prior Director | None disclosed |
| Camino Financial | Private (financial services) | Prior Director | None disclosed |
No current public company directorships for Housel are disclosed; no shared directorships with MKL competitors/suppliers/customers or related‑party dealings are disclosed for Housel in the proxy .
Expertise & Qualifications
- Capital allocation, investor psychology, risk, and business history expertise; frequent presenter; author of The Psychology of Money and Same as Ever; multiple journalism awards (SABEW “Best in Business” twice; NYT Sidney Award). MKL notes his investment experience and alignment with the “Markel Style” as core credentials for the Board .
Equity Ownership
- Stock ownership guidelines (directors): Required minimum of 5x annual cash retainer; all current non‑employee directors meet the guideline (newly elected directors have 5 years to comply). Purchased shares (via plan) and restricted stock count toward compliance .
- Hedging/pledging: Hedging prohibited for all directors; pledging prohibited for non‑employee directors; shares received as compensation may not be pledged .
| Ownership Detail | Amount |
|---|---|
| Shares owned directly (Housel) | 723 |
| Other ownership (indirect/derivative) | — (none disclosed) |
| Total beneficial ownership | 723 |
| Percent of shares outstanding | Less than 1% |
| RSUs/Deferred units (director) | Not applicable; director equity disclosed as restricted stock grants |
| Pledged shares | Prohibited for non‑employee directors; none disclosed for Housel |
| Ownership guideline status | Company states all current non‑employee directors (except newly appointed Mr. Michael) meet guideline; implies Housel meets guideline |
Governance Assessment
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Strengths for investor confidence
- Independence, with service on the Nominating/Corporate Governance Committee; supports board refreshment, independence oversight, and governance policy maintenance .
- Attendance: At least 75% of Board/committee meetings in 2024; overall Board cadence and committee activity are robust (5 Board; 6 Audit; 4 Compensation; 4 Nominating) .
- Alignment: Elected to take entire retainer in shares via stock purchase plan (10% discount), plus annual restricted stock grant ~ $165k; non‑employee directors subject to 5x retainer ownership guideline and prohibited from pledging/hedging, enhancing alignment and reducing risk .
- No related‑party transactions involving Housel disclosed; conflicts screened under a formal Related Party Transactions Policy overseen by the Nominating/Corporate Governance Committee .
-
Watch items / context
- Housel is not on Audit or Compensation (limits direct influence on financial reporting and executive pay design), but serves on Nominating/Corporate Governance (governance oversight) .
- Company-level note: Significant insider pledging is permitted within policy for certain insiders (e.g., Markel family, CEO) though non‑employee directors are prohibited; the Nominating/Corporate Governance Committee annually reviews compliance and affirmed adequacy in Feb 2025. Housel is unaffected by the pledging exception for non‑employee directors .
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Broader shareholder sentiment
- Say-on-pay support exceeded 87% at the 2024 Annual Meeting, indicating general investor acceptance of compensation framework (Board-level oversight context) .
RED FLAGS: None disclosed for Housel regarding attendance shortfalls, pledging, hedging, related‑party transactions, or director‑specific compensation anomalies in 2024 .