Richard R. Grinnan
MARKEL GROUPAbout Richard R. Grinnan
Senior Vice President, Chief Legal Officer and Secretary of Markel Group Inc.; he has served in this role at least since November 2022 and remains in office, evidenced by multiple SEC filings signed in his capacity in 2022–2025 . Named a Named Executive Officer (NEO) in the 2024 and 2025 proxies, with compensation tied to long‑term performance metrics: five‑year average operating income and five‑year TSR CAGR . For the 2024 performance year, the Company achieved five‑year average operating income of $2,212.7 million and five‑year TSR CAGR of 9%, yielding a 105% performance modifier on NEO incentive awards . Age and education are not disclosed in the cited documents.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Markel Group Inc. | Senior Vice President, Chief Legal Officer and Secretary | 2022–present | Corporate governance, SEC compliance; signatory for multiple 8‑Ks, proxy statements, and governance amendments |
External Roles
No external public company directorships disclosed in the cited MKL filings identifying Grinnan’s current occupation and officer status .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary (Summary Compensation Table) | $543,269 | $593,269 | $617,308 |
| Base Salary in effect at year-end | — | $600,000 (as of 12/31/2023) | $620,000 (as of 12/31/2024) |
| All Other Compensation (401k, insurance, match) | $30,189 | $49,860 | $51,210 |
| Total Compensation | $1,260,958 | $2,118,315 | $2,445,690 |
Performance Compensation
| Component | Design (2024) | Target | Actual Performance | Payout / Result | Vesting |
|---|---|---|---|---|---|
| Annual Cash Incentive | Two equally weighted metrics: 5‑yr average operating income and 5‑yr TSR CAGR | 100% of base salary | Op. Income $2,212.7mm; TSR 9% | Performance modifiers: 120% (OpInc), 90% (TSR) → total 105% → cash payout 105% of base salary | Cash, paid March 2025 |
| Performance‑Based Equity Award (RSUs) | Same two metrics, 75% of equity target | 75% × 175% of base salary | Op. Income/TSR as above | 105% modifier → 138% of base salary in performance RSUs | 3‑year cliff; RSUs; deferral optional |
| Service‑Based Equity Award (RSUs) | 25% of equity target; no performance modifier | 25% × 175% of base salary | Not applicable | 44% of base salary in service RSUs | 3‑year cliff + additional 5‑year holding period |
Performance grid calibration (for context): 100% modifier corresponds to $1,700mm 5‑yr average operating income and 10% TSR CAGR; 2024 actuals translated to 120% and 90% modifiers respectively .
Equity Ownership & Alignment
| Ownership Detail | Amount |
|---|---|
| Direct shares owned | 1,784 |
| Indirect/401(k) shares | 108 |
| Total beneficial ownership | 1,892 shares (<1% of class) |
| RSUs recorded (not counted as beneficial ownership unless vesting ≤60 days) | 1,817 |
| RSU vesting schedule outstanding at 12/31/2024 | 306 (Dec 2025); 258 (May 2026); 465 (Dec 2026); 187 (Feb 2027) |
| Options outstanding | None; 2024 and prior plans do not authorize stock options/SARs |
| Hedging policy | Hedging prohibited for executives/directors |
| Pledging policy | Execs limited to ≤0.75% of outstanding shares; comp shares may not be pledged; committee affirmed compliance |
| Pledged shares (disclosed for NEOs/directors) | Pledges disclosed for Anthony F. Markel (15,000), Steven A. Markel (40,000), and Thomas S. Gayner (13,422 in margin); none disclosed for Grinnan |
| Stock ownership guidelines (executives) | CEO 5× salary; other senior management 1–3× salary; executives meet or exceed guidelines |
Employment Terms
| Provision | Key Terms |
|---|---|
| Term | Through 12/31/2026; auto‑renewal for 1‑year terms unless 90‑day non‑renewal notice |
| Covenants | Confidentiality; 12‑month non‑compete and non‑solicitation post‑termination |
| Incentive eligibility | Annual cash bonus and equity awards per Compensation Committee approval |
| Change‑of‑Control | Double trigger: termination without cause or for good reason within 12 months after CoC triggers enhanced severance and full vesting; performance awards vest at target |
| Clawback | NYSE‑compliant compensation recovery policy effective Oct 2, 2023 |
| Tax gross‑ups | None for parachute payments (IRC 280G) |
Severance economics (if terminated on 12/31/2024, illustrative):
- Termination without cause or for good reason after change‑in‑control: $1,240,000 cash (salary continuation + target bonus schedule) and $24,855 benefits; plus full vesting of outstanding equity and target vesting of uncompleted performance equity .
| Scenario | Cash Payments | Benefits |
|---|---|---|
| Death/Disability | $620,000 | — |
| Termination without Cause | $1,240,000 | $24,855 |
| Termination for Good Reason after CoC | $1,240,000 | $24,855 |
Compensation & Incentives (3‑Year Summary)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Stock Awards (fair value) | $412,500 | $1,025,186 | $1,126,172 |
| Non‑Equity Incentive Plan (cash) | $275,000 | $450,000 | $651,000 |
Design evolutions:
- 2024: replaced 5‑yr book value CAGR metric with 5‑yr average operating income; added service‑based equity award with extra 5‑year holding period . CAP supported market research (fees $85,435) to management; no formal benchmarking/percentile targeting by the Compensation Committee .
Governance, Say‑on‑Pay, and Peer Group
- Compensation Committee members: Diane Leopold (Chair), Harold L. Morrison, Jr., and A. Lynne Puckett .
- Say‑on‑Pay approvals: >98% at 2023 meeting; >87% approval rate noted for 2024 meeting outcome referenced in the 2025 proxy .
- 2024 peer group (selected for design/pay context): American Financial Group, Aon, Arch Capital Group, Chubb, Danaher, Dover, Everest Re, Fairfax, Fidelity National Financial, Hartford, Illinois Tool Works, KKR, Loews, Marsh & McLennan, Carlyle, W. R. Berkley .
Risk Indicators & Red Flags
- Hedging prohibited; pledging tightly constrained; no pledges disclosed for Grinnan (contrast with legacy Markel family pledges and CEO margin account) .
- Late Form 4 due to administrative oversight for RSU grants reported on Feb 27, 2024 (affected several executives including Grinnan) — a compliance process note rather than willful non‑reporting .
Investment Implications
- Pay‑for‑performance alignment is reinforced by multi‑year metrics (5‑yr operating income and TSR) and majority at‑risk incentives; 2024’s 105% modifier drove cash and performance RSU awards while service RSUs add retention via long holding .
- Low direct share ownership and RSU balance vs. total shares outstanding suggest limited forced‑selling pressure; absence of disclosed pledges for Grinnan reduces collateral call risk; upcoming RSU cliffs (Dec 2025/2026; Feb 2027) create known supply schedules .
- Double‑trigger CoC terms and full vesting mechanics are standard; no tax gross‑ups and a NYSE‑compliant clawback mitigate shareholder‑unfriendly optics .
- Governance posture (high prior Say‑on‑Pay support, independent Compensation Committee, no options program) is broadly investor‑friendly; monitoring administrative reporting controls (late Form 4s) and future metric calibrations remains prudent .