Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment ofMark M. Besca to the Board of Directors and its Audit Committee OnNovember 18, 2020 ,Markel Corporation (the Company) announced the appointment ofMark M. Besca to the Company's Board of Directors (the Board), effectiveNovember 18, 2020 .Mr. Besca also has been appointed to serve on the Board's Audit Committee effective on the same day.Mr. Besca serves as a consultant to EY (formerlyErnst & Young, LLP ) having retired from EY inJune 2020 after a 42-year career with the multinational professional services firm. He served as the leader of EY's Long-Term Value and Stakeholder Capitalism initiative from 2018 until his retirement. From 2012 to 2018,Mr. Besca served as Managing Partner of EY'sNew York office. From 2009 to 2011, he served as Northeast Managing Partner of the Assurance and Advisory Business. In addition, from 1992 until his retirement,Mr. Besca served as lead and senior advisory audit partner of Fortune 500 companies in theMedia and Entertainment , Consumer Products and Airline industries.Mr. Besca will participate in the Company's compensation programs for non-employee directors. At present, in May of each year, each non-employee director is paid an annual retainer fee of$95,000 (payable in cash, Company stock, or a combination thereof) and reimbursement of expenses incurred in connection with attending Board meetings, and receives an annual grant of approximately$125,000 in restricted shares of Company common stock. In connection with his appointment to the Board effectiveNovember 18, 2020 ,Mr. Besca will receive a pro rata (i) retainer fee of$47,500 and (ii) grant of approximately$62,500 in restricted stock. As a non-employee director,Mr. Besca also will be eligible to participate in the non-qualified component of the Company's 2020 Employee Stock Purchase Plan. Participating directors are entitled to purchase the Company's common stock at 90% of the closing price on the purchase date, subject to certain conditions and limitations. A copy of the press release announcingMr. Besca's appointment is furnished as Exhibit 99.1. Item 9.01 Financial Statements and Exhibits. Exhibit No. Description 99.1 Press Release issuedNovember 18, 2020 (Besca Appointment) Cover Page Interactive Data File (embedded within the Inline XBRL 104 document) 2
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