Item 5.02      Departure of Directors or Certain Officers; Election of Directors; Appointment
               of Certain Officers; Compensatory Arrangements of Certain Officers.

Executive Employment Agreement with Andrew G. Crowley

On May 20, 2022, Markel Corporation (the Company) entered into an employment agreement with Andrew G. Crowley, the Company's President, Markel Ventures. The agreement has an initial term beginning May 9, 2022 and ending December 31, 2024 and is automatically renewed for additional terms of one year unless either party gives 90 days' notice of non-renewal.

Under the employment agreement:

•Mr. Crowley will receive an annual base salary of $402,500, subject to annual review;

•Mr. Crowley will be eligible for an annual cash incentive bonus, subject to performance conditions approved by the Compensation Committee of the Company's Board of Directors, having a target value equal to not less than 100% of base salary;

•Mr. Crowley will be eligible for an annual equity incentive award, subject to the approval of the Compensation Committee, having a target grant date value equal to not less than 100% of base salary; and

•if Mr. Crowley's employment is terminated by the Company without cause, Mr. Crowley voluntarily resigns with good reason following a change in control, or Mr. Crowley otherwise voluntarily resigns by virtue of a material breach by the Company, then, provided Mr. Crowley complies with the confidentiality, non-competition and non-solicitation covenants in, and other applicable terms and conditions under, the agreement, (i) the Company will continue to pay his base salary commencing within 60 days after termination (or beginning six months after termination if certain provisions of Section 409A of the Internal Revenue Code of 1986, as amended, apply) and provide continued coverage under the Company's group health plan for twelve months, (ii) he will be entitled to a lump sum payment equal to the amount of his target annual cash incentive bonus, payable within 30 days following the first anniversary of the termination date, and (iii) all outstanding granted equity awards held by him will become fully vested as of the termination date, with performance equity awards vesting at the target level.

The other terms of Mr. Crowley's employment agreement are the same as those for the Company's other executive officers and are described in the Company's Proxy Statement for its 2022 Annual Meeting of Shareholders, filed with the SEC on March 24, 2022, under "Employment Agreements" and "Potential Payments upon Termination or Change in Control."

The Compensation Committee approved Mr. Crowley's employment agreement.





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