DEF 14A of Marsh & Mclennan Companies, Inc., Mar 29, 2024

DEF 14A of Marsh & Mclennan Companies, Inc.

Filed Mar 29, 2024 · FY20230001193125-24-081524

Open on EDGAR

  1. Election of Directors

    Election of Directors

  2. Election of Directors

    | • | Annual Election of Directors. The Company’s charter provides for the annual election of directors. |

  3. Election of Directors

    | • | Majority Voting in Director Elections. The Company’s bylaws provide that, in uncontested elections, director candidates must be elected by a majority of the votes cast. Each director candidate has previously tendered an irrevocable resignation that will be effective upon his or her failure to receive the requisite votes and the Board’s acceptance of such resignation. |

  4. Compensation Practices

    | • | Compensation Structure for Independent Directors. The Company’s director compensation structure is transparent to investors and does not provide for meeting fees or retainers for non-chair committee membership. |

  5. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS At the 2024 annual meeting, stockholders will vote on the election of the eleven (11) nominees listed on the following page for a one-year term. The Board has nominated each of these individuals to serve until the 2025 annual meeting. Each nominee has indicated that he or she will serve if elected. We do not anticipate that any of the nominees will be unable or unwilling to stand for election, but if that happens, your proxy may be voted for another person nominated by the Board or the Board may reduce its size. Each director holds office until his or her successor has been duly elected and qualified or his or her earlier resignation, death or removal. In nominating the following slate of director candidates for election at the Company’s annual meeting of stockholders, the Board has evaluated each nominee by reference to the criteria described above on pages 10 and 11 under the headings “Director Qualifications” and “Director Skills and Experience.” In addition, the Board evaluates each individual director in the context of the Board as a whole, with the objective of recommending a group that can best support the success of our businesses and represent stockholder interests. The following section contains information provided by the nominees about their principal occupations, business experience and other matters, including their current committee assignments, as well as a description of how each individual’s experience qualifies him or her to serve as a director of the Company.

  6. ELECTION OF DIRECTORS

    | THE BOARD OF DIRECTORS RECOMMEND THAT YOU VOTE FOR ALL OF THE DIRECTOR NOMINEES. | |

  7. ELECTION OF DIRECTORS

    | Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2024 Proxy Statement | 18 |

  8. ELECTION OF DIRECTORS

    | ELECTION OF DIRECTORS | (Continued) |

  9. ELECTION OF DIRECTORS

    | Name / Age | Director Since | Background | Independent | Other Public Company Boards | Committees | | Anthony K. Anderson, 68 | 2016 | Former Vice Chair and Midwest Area Managing Partner of Ernst & Young LLP | Yes | 2 | Audit (Chair) ESG | | John Q. Doyle, 60 | 2023 | President and Chief Executive Officer of Marsh McLennan | No | — | Executive Finance | | Oscar Fanjul, 74 | 2001 | Vice Chairman of Omega Capital, Founding Chairman and Former Chief Executive Officer of Repsol | Yes | 1 | Compensation Finance | | H. Edward Hanway, 72 | 2010 | Former Chairman and Chief Executive Officer of CIGNA Corporation | Yes | — | Compensation Directors and Governance Executive (Chair) Finance ESG | | Judith Hartmann, 54 | 2023 | Operating Partner, Sandbrook Capital, and Former Deputy CEO and Chief Financial Officer of ENGIE S.A. | Yes | 1 | Audit ESG | | Deborah C. Hopkins, 69 | 2017 | Former Chief Executive Officer of Citi Ventures, Former Chief Innovation Officer of Citigroup | Yes | 2 | Directors and Governance Executive Finance (Chair) | | Tamara Ingram, 63 | 2019 | Former Global Chairman, Wunderman Thompson | Yes | 3 | Compensation ESG | | Jane H. Lute, 67 | 2020 | Strategic Director, SICPA North America | Yes | 2 | Audit ESG | | Steven A. Mills, 72 | 2011 | Former Executive Vice President of Software & Systems of International Business Machines Corporation (IBM) | Yes | — | Compensation (Chair) Directors and Governance Executive | | Morton O. Schapiro, 70 | 2002 | Executive Vice President and Senior Advisor of TWG Global and President Emeritus, Northwestern University | Yes | — | Compensation Directors and Governance (Chair) Executive | | Lloyd M. Yates, 63 | 2011 | President and Chief Executive Officer of NiSource Inc. | Yes | 1 | ESG (Chair) Finance |

  10. ELECTION OF DIRECTORS

    | 19 | Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2024 Proxy Statement |

  11. ELECTION OF DIRECTORS

    | ELECTION OF DIRECTORS | (Continued) |

  12. ELECTION OF DIRECTORS

    | ANTHONY K. ANDERSON | | | | | Director since: 2016 Age: 68 Other Public Company Boards: AAR Corp. Exelon Corporation Past Five Years: Avery Dennison Corporation | Committees: Audit (Chair) ESG Key Skills and Experience: Leadership Financial Industry ESG Risk Management | | Business Experience: Mr. Anderson served as Vice Chair and Midwest Area Managing Partner of Ernst & Young LLP from 2006 until his retirement in April 2012. He joined Ernst & Young in 1977 and held various management positions during his 35-year career there. Mr. Anderson served on the Board of the Federal Reserve Bank of Chicago from 2008 to 2010. He is a member of the American, California and Illinois Institutes of Certified Public Accountants. Mr. Anderson is also a director of AAR Corp. and Exelon Corporation. He is a former director of the Avery Dennison Corporation and First American Financial Corporation. Qualifications: We believe Mr. Anderson’s qualifications to serve on our Board of Directors and chair our Audit Committee include his significant experience as an audit partner serving insurance and insurance brokerage entities, his corporate governance experience from serving as a director on other public company boards and his leadership and management experience with a global professional services organization. | | |

  13. ELECTION OF DIRECTORS

    | JOHN Q. DOYLE | | | | | Director since: 2023 Age: 60 Other Public Company Boards: N/A | Committees: Executive Finance Key Skills and Experience: Leadership Financial Industry International Risk Management | | Business Experience: Mr. Doyle is President and CEO of Marsh McLennan. Previously, Mr. Doyle served as Group President and Chief Operating Officer, responsible for the strategy and operational objectives of Marsh McLennan’s four global businesses. He joined the firm in 2016 as President of Marsh, then led Marsh as President and CEO from 2017 to 2021. An industry veteran with more than 35 years of management experience, Mr. Doyle began his career at AIG, where he held several executive positions. He is a member of the Board of the New York Police and Fire Widows’ and Children’s Benefit Fund, a Trustee of the Inner-City Scholarship Fund and a member of the Board of Overseers of the Maurice R. Greenberg School of Risk Management, Insurance and Actuarial Science at St. John’s University. Mr. Doyle serves as the Chairman of the US Federal Advisory Committee on Insurance. Qualifications: As the only member of the Company’s management team on the Board, Mr. Doyle’s presence on the Board provides directors with direct access to the Company’s chief executive officer and helps facilitate director contact with other members of the Company’s senior management. | | |

  14. ELECTION OF DIRECTORS

    | Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2024 Proxy Statement | 20 |

  15. ELECTION OF DIRECTORS

    | ELECTION OF DIRECTORS | (Continued) |

  16. ELECTION OF DIRECTORS

    | OSCAR FANJUL | | | | | Director since: 2001 Age: 74 Other Public Company Boards: Cellnex Ferrovial Past five years: The Holcim Group | Committees: Compensation Finance Key Skills and Experience: Leadership Financial International ESG Government Relations & Regulatory | | Business Experience: Mr. Fanjul is Vice Chairman of Omega Capital, a private investment firm based in Spain. Mr. Fanjul is the Founding Chairman and former Chief Executive Officer of Repsol. Mr. Fanjul is a director of Cellnex Telecom and Ferrovial. Mr. Fanjul is the former Vice Chairman of the Board of The Holcim Group (formerly LafargeHolcim) and a former director of Unilever, the London Stock Exchange, Areva, Acerinox and Deoleo. He is a dual Spanish and Chilean national and has a Ph.D. in Economics. Qualifications: We believe Mr. Fanjul’s qualifications to serve on our Board of Directors include his extensive experience in international markets with global companies, his understanding of global business practices, his perspective from being based outside the U.S. and his deep governance experience from serving as a director on other public company boards. | | |

  17. ELECTION OF DIRECTORS

    | H. EDWARD HANWAY | | | | | Director since: 2010 Age: 72 Other Public Company Boards: N/A | Committees: Compensation Directors and Governance Executive (Chair) Finance ESG Key Skills and Experience: Leadership Financial Industry International Government Relations & Regulatory | | Business Experience: Mr. Hanway served as Chairman and Chief Executive Officer of CIGNA Corporation from 2000 until his retirement in 2009. From 1999 to 2000, he served as President and Chief Operating Officer of CIGNA. From 1996 to 1999, he was President of CIGNA HealthCare and from 1989 to 1996 was President of CIGNA International. Mr. Hanway is a former member of the Board of Directors of America’s Health Insurance Plans (AHIP). He is also a past Chairman of the Council on Affordable Quality Healthcare (CAQH) and has been active in a wide range of issues and initiatives associated with children’s health and education. He serves on the Board of Trustees of Drexel Neumann Academy and the Delaware County Community Foundation and was the Chairman of the Faith in the Future Foundation committed to growth of Catholic education in the Archdiocese of Philadelphia. Qualifications: We believe Mr. Hanway’s qualifications to chair our Board of Directors include his years of significant leadership experience, including as a chief executive officer in the insurance industry, together with his background in the health and benefits sector, which provide our Board with insight into important areas in which the Company conducts business. | | |

  18. ELECTION OF DIRECTORS

    | 21 | Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2024 Proxy Statement |

  19. ELECTION OF DIRECTORS

    | ELECTION OF DIRECTORS | (Continued) |

  20. ELECTION OF DIRECTORS

    | JUDITH HARTMANN | | | | | Director since: 2023 Age: 54 Other Public Company Boards: Unilever PLC Past five years: Suez S.A. | Committees: Audit ESG Key Skills and Experience: Leadership Financial International ESG Risk Management |

  21. ELECTION OF DIRECTORS

    | Business Experience: Judith Hartmann is an Operating Partner at Sandbrook Capital, a private investment firm focused on transforming energy infrastructure. From 2015 to 2022, Judith Hartmann was Deputy CEO and Group Chief Financial Officer of ENGIE S.A., a French multi-national utility company operating in the fields of electricity generation, energy transportation and distribution and energy services. She was the interim Co-CEO in 2020. She held P&L responsibility for the North American and U.K./Ireland business units and oversaw Procurement and Corporate Social Responsibility (CSR). Prior to ENGIE, Ms. Hartmann served as Chief Financial Officer and member of the Executive Board of the international media and services corporation Bertelsmann SE& Co. KGaA from 2012 to 2015. Prior to that, she served in a number of financial and operational roles at General Electric since 2000 in the U.S., Latin America and Europe, including at Global Service, GE Healthcare Clinical Systems, GE Water Europe, Middle East & Africa, GE Healthcare Latin America and GE Germany. Before that, she held positions in The Walt Disney Company and Transport Canada. Ms. Hartmann serves on the Board of Directors of Unilever and was a Non-Executive Director of Suez, Electrabel, International Power, RTL Group, Penguin Random House and Gruner + Jahr. She holds a Ph.D. in Economics (Hons) and an MBA from the WU University of Business Administration and Economics. Qualifications: We believe Ms. Hartmann’s qualifications to serve on our Board of Directors include her expertise in international markets, her understanding of global business practices, her corporate governance experience from serving as a director on other boards and her significant experience in finance and leadership positions at multinational companies. |

  22. ELECTION OF DIRECTORS

    | DEBORAH C. HOPKINS | | | | | Director since: 2017 Age: 69 Other Public Company Boards: Union Pacific Corporation Bridge Investment Group Past five years: Compass Digital Acquisition Corp Virtusa Corporation | Committees: Directors and Governance Executive Finance (Chair) Key Skills and Experience: Leadership Financial Technology & Cybersecurity ESG Risk Management | | Business Experience: Ms. Hopkins was the founder and Chief Executive Officer of Citi Ventures and served as Citigroup’s first Chief Innovation Officer. Previously at Citi she was Chief Operations and Technology Officer of the company, Chief Information Security Officer and Senior Advisor to the Corporate and Investment Bank. She retired at the end of 2016. Prior to joining Citigroup in 2003 as Head of Corporate Strategy and M&A, she was Chief Financial Officer of Lucent Technologies and The Boeing Company and held senior-level positions at General Motors in the U.S. and Zurich and at Unisys Corporation, after starting her career at Ford. Ms. Hopkins was twice named to Fortune’s 10 most powerful women in business and was on Institutional Investor’s Top 50 list every year from 2011 until she retired. She is a director of Union Pacific Corporation, Bridge Investment Group, Compass Digital Acquisition Corporation and privately-held cybersecurity company, Deep Instinct. She is a former director of Compass Digital Acquisition Corporation Virtusa Corporation, Qlik Technologies, E.I. DuPont de Nemours & Company and Dendrite International. Ms. Hopkins holds honorary doctorate degrees from Westminster College and Walsh College and a B.A. in Accounting from Walsh College. Qualifications: We believe Ms. Hopkins’s qualifications to serve on our Board of Directors and chair our Finance Committee include her significant leadership positions in finance, technology, cybersecurity, innovation and strategic planning at various multinational and global companies. | | |

  23. ELECTION OF DIRECTORS

    | Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2024 Proxy Statement | 22 |

  24. ELECTION OF DIRECTORS

    | ELECTION OF DIRECTORS | (Continued) |

  25. ELECTION OF DIRECTORS

    | TAMARA INGRAM | | | | | Director since: 2019 Age: 63 Other Public Company Boards: Intertek plc Marks & Spencer plc Reckitt Benckiser Group plc Past five years: Serco Group plc | Committees: Compensation ESG Key Skills and Experience: Leadership International Technology & Cybersecurity ESG Government Relations & Regulatory |

  26. ELECTION OF DIRECTORS

    | Business Experience: Ms. Ingram was Global Chairman of Wunderman Thompson, an international global advertising agency. Ms. Ingram held previous roles at WPP plc, a media conglomerate, including Global Chief Executive Officer of J. Walter Thompson, Grey UK’s Group Chief Executive Officer, Global Leader on their Procter & Gamble account, as well as roles at WPP’s wholly owned data investment division, Kantar. Prior to joining WPP plc, Ms. Ingram was Chief Executive Officer of McCann Worldgroup in London and Chief Executive Officer of Saatchi & Saatchi’s London office. Ms. Ingram previously served as a non-executive director of London Stock Exchange-listed companies Sage Group plc and Serco Group plc. She is a Trustee of Save the Children International (UK) and was awarded an OBE (Officer of the Most Excellent Order of the British Empire) for her services to tourism through her work as Chairman of Visit London. Ms. Ingram serves on the Board of Directors of Intertek plc, Marks & Spencer plc and Reckitt Benckiser Group plc. Qualifications: We believe Ms. Ingram’s qualifications to serve on our Board of Directors include her significant leadership experience in leading client-focused, global businesses, particularly internationally, her experience with data analytics, and her corporate governance and ESG experience from serving as a director on other public company boards. |

  27. ELECTION OF DIRECTORS

    | JANE H. LUTE | | | | | Director since: 2020 Age: 67 Other Public Company Boards: Union Pacific Corporation Shell plc Past five years: Atlas Air Worldwide | Committees: Audit ESG Key Skills and Experience: Leadership International Technology & Cybersecurity Government Relations & Regulatory Risk Management | | Business Experience: Ms. Lute is the Former Deputy Secretary of Homeland Security. She serves as a Strategic Director for SICPA North America, a company that specializes in providing material and digital integrity solutions to authenticate the provenance and protect the value of products, processes, and documents. Ms. Lute also serves as Special Advisor to the Secretary-General of the United Nations, where she has held several positions in peacekeeping and peace building. Previously, Ms. Lute served as Chief Executive Officer of the Center for Internet Security, an operating not-for-profit organization providing cybersecurity services for state, local, tribal and territorial governments. She began her distinguished career in the United States Army and served on the National Security Council staff under both Presidents George H.W. Bush and William Jefferson Clinton. Ms. Lute holds a Ph.D. in political science from Stanford University and a J.D. from Georgetown University. Ms. Lute serves on the Board of Directors of Union Pacific Corporation and Shell plc and previously served as Director of Atlas Worldwide Holding Corporation. Qualifications: We believe Ms. Lute’s qualifications to serve on our Board of Directors include her broad expertise in cybersecurity risks and solutions, her vast international experience, her expertise in political affairs and her experience managing large, complex organizations. | | |

  28. ELECTION OF DIRECTORS

    | 23 | Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2024 Proxy Statement |

  29. ELECTION OF DIRECTORS

    | ELECTION OF DIRECTORS | (Continued) |

  30. ELECTION OF DIRECTORS

    | STEVEN A. MILLS | | | | | Director since: 2011 Age: 72 Other Public Company Boards: N/A | Committees: Compensation (Chair) Directors and Governance Executive Key Skills and Experience: Leadership Financial Industry International Technology & Cybersecurity | | Business Experience: Mr. Mills was a senior executive at International Business Machines Corporation (IBM) before his retirement at the end of December 2015. Mr. Mills joined IBM in 1973 and during the course of his 40-plus-year career held various executive leadership positions across the company. At the time of his retirement, Mr. Mills was the Executive Vice President of Software & Systems, with responsibility for directing IBM’s $40 billion product business, which included over 100,000 employees spanning development, manufacturing, sales, marketing and support professions. Mr. Mills sits on Boards of privately held Syniti, Inc. and Arcadian Networks, Inc. Qualifications: We believe Mr. Mills’ qualifications to serve on our Board of Directors and chair our Compensation Committee include his signifcant executive leadership and management experience, his vast technology expertise, including as a senior executive overseeing a significant business, his extensive international experience at IBM and his overall knowledge of global markets. | | |

  31. ELECTION OF DIRECTORS

    | MORTON O. SCHAPIRO | | | | | Director since: 2002 Age: 70 Other Public Company Boards: N/A | Committees: Compensation Directors and Governance (Chair) Executive Key Skills and Experience: Leadership Financial International ESG Risk Management | | Business Experience: Mr. Schapiro is Executive Vice President and Senior Advisor of TWG Global and President Emeritus of Northwestern University. Prior to that, he was President and Professor of Economics at Northwestern University from 2009 to 2022. Previous positions include President and Professor at Williams College from 2000 to 2009, Dean of the College of Letters, Arts and Sciences of the University of Southern California from 1994 to 2000, the University’s Vice President for planning from 1999 to 2000 and Chair of its Department of Economics from 1991 to 1994. Mr. Schapiro is among the nation’s leading authorities on the economics of higher education and has expertise in labor and development economics. Qualifications: We believe Mr. Schapiro’s qualifications to serve on our Board of Directors and chair our Directors and Governance Committee include his more than 20 years of executive leadership, governance and strategic planning experience with large, complex, top-ranking academic institutions, which provides the Board with a diverse perspective, including insight into human capital and diversity strategies, as well as his more than 30 years of experience as a professor of economics. | | |

  32. ELECTION OF DIRECTORS

    | Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2024 Proxy Statement | 24 |

  33. ELECTION OF DIRECTORS

    | ELECTION OF DIRECTORS | (Continued) |

  34. ELECTION OF DIRECTORS

    | LLOYD M. YATES | | | | | Director since: 2011 Age: 63 Other Public Company Boards: NiSource Inc. Past five years: American Water Works Company and Sonoco Products Company | Committees: ESG (Chair) Finance Key Skills and Experience: Leadership Financial ESG Government Relations & Regulatory Risk Management | | Business Experience: Mr. Yates is the President and Chief Executive Officer of NiSource Inc. From 2012 until his retirement in 2019, Mr. Yates served in senior leadership roles with Duke Energy, including Executive Vice President and President of Duke Energy’s Carolinas Region and Executive Vice President of Customer Operations. Mr. Yates has more than 35 years of experience in the energy industry, including the areas of nuclear and fossil energy generation and delivery. Before the merger between Duke Energy and Progress Energy in July 2012, Mr. Yates served as President and Chief Executive Officer for Progress Energy Carolinas. Mr. Yates joined Progress Energy’s predecessor, Carolina Power & Light, in 1998. Before joining Progress Energy, he worked for PECO Energy for 16 years in several line operations and management positions. Qualifications: We believe Mr. Yates’s qualifications to serve on our Board of Directors and chair our ESG Committee include the executive leadership and management experience he has acquired throughout his career in the energy industry, his extensive risk management experience with nuclear and fossil energy generation and delivery and his corporate governance and ESG experience from serving as a director on other public company boards. | | |

  35. ELECTION OF DIRECTORS

    | 25 | Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2024 Proxy Statement |

  36. ELECTION OF DIRECTORS

    | EXECUTIVE COMPENSATION |

  37. 2023 HIGHLIGHTS

    | EXECUTIVE COMPENSATION | • In February 2024, the Compensation Committee assessed management’s performance against our 2023 objectives. The Compensation Committee determined bonuses that were above target for all of our named executive officers commensurate with strong performance with respect to our financial and strategic objectives. • We achieved three-year annualized adjusted EPS growth of 17.9%* for our 2021 performance stock unit (“PSU”) awards. This was above our 7% target and 11% maximum for the award, resulting in the maximum payout at 200% of target. In addition, our three-year TSR was above the 75th percentile versus S&P 500® constituents*, which resulted in the maximum 1.25x relative TSR modifier; however, the modifier had no impact on the actual payout of awards since they were capped at the maximum 200% of target based on our adjusted EPS growth. * Please see “Definitions of Financial Performance Measures” on page 49 for information about the calculation of adjusted EPS growth and TSR for our PSU awards. | | SENIOR EXECUTIVE CHANGES | The Company made the following senior executive changes: Effective January 1, 2023 • John Q. Doyle was appointed President and Chief Executive Officer succeeding Mr. Glaser upon his retirement. Mr. Doyle previously served as Group President and Chief Operating Officer. • John J. Jones was appointed Chief Marketing and Communications Officer. Mr. Jones previously served as Chief Marketing Officer of Marsh. Effective April 1, 2024 • Patrick Tomlinson will be appointed President and Chief Executive Officer of Mercer succeeding Martine Ferland upon her retirement. Mr. Tomlinson previously served as President of Mercer and Marsh McLennan US and Canada CEO. |

  38. 2023 AND 2024 ANNUAL TOTAL DIRECT COMPENSATION OF NAMED EXECUTIVE OFFICERS

    | Name | Decision Date | Base Salary | Annual Bonus Award | Annual Long-Term Incentive Award(1) | Total Direct Compensation | | Mr. Doyle | 2/22/2024 | $1,500,000 | $6,000,000 | $13,750,000 | $21,250,000 | | | 2/23/2023 | $1,400,000 | $5,300,000 | $11,100,000 | $17,800,000 | | | Change | +7% | +13% | +24% | +19% | | Mr. McGivney | 2/22/2024 | $1,000,000 | $3,000,000 | $3,450,000 | $7,450,000 | | | 2/23/2023 | $800,000 | $2,650,000 | $3,350,000 | $6,800,000 | | | Change | +25% | +13% | +3% | +10% | | Mr. South | 2/22/2024 | $1,000,000 | $3,925,000 | $2,800,000 | $7,725,000 | | | 2/23/2023 | $1,000,000 | $3,500,000 | $2,700,000 | $7,200,000 | | | Change | 0% | +12% | +4% | +7% | | Ms. Ferland | 2/22/2024 | $1,000,000 | $3,650,000 | NA | NA | | | 2/23/2023 | $1,000,000 | $3,300,000 | $2,600,000 | $6,900,000 | | | Change | 0% | +11% | NA | NA | | Mr. Klisura | 2/22/2024 | $800,000 | $3,450,000 | $1,800,000 | $6,050,000 |

  39. 2023 AND 2024 ANNUAL TOTAL DIRECT COMPENSATION OF NAMED EXECUTIVE OFFICERS

    | (1) Annual LTI awards as determined by the Compensation Committee are denominated in U.S. dollars and granted as a combination of stock options and PSUs. For stock options, 50% of the LTI value shown in the table is converted into a number of stock options based on the grant date fair value per share using the Black-Scholes option pricing model. For PSUs, 50% of the LTI value shown in the table is converted into a number of PSUs based on the fair market value of Company common stock, which is equal to the average of the high and low trading prices of shares of the Company common stock on the trading date immediately preceding the date of grant. The grant date fair value of the PSUs, as calculated in accordance with FASB ASC Topic 718, is determined using a Monte Carlo simulation model since payouts are based in part on a relative TSR modifier, which is a market condition. In addition, stock options and PSUs granted are rounded up to the nearest whole number. |

  40. Stockholder Engagement

    | What We Learned | Our Response | | Stockholders expressed a concern with the amendment of our former Chief Executive Officer’s 2020 and 2021 PSU awards. | As described in more detail below, the Compensation Committee’s decision to amend to Mr. Glaser’s 2020 and 2021 PSU awards was based on a several factors: the Company’s changes to our broad-based compensation program to align with industry practice, Mr. Glaser’s lasting achievements as CEO and ensuring a successful succession plan. The Compensation Committee confirmed that it has no current intention to amend outstanding awards to our executive officers and does not consider it a common practice of the executive compensation program. |

  41. Stockholder Engagement

    | Stockholders expressed support for our executive compensation program, including the components of the LTI program. | In 2020, the Compensation Committee approved an increased portion of LTI awards granted in PSUs (50%) along with elimination of the 25% previously allocated to restricted stock unit (“RSU”) awards. | | Stockholders expressed their support of pay programs that have a strong “pay for performance” alignment. | The Compensation Committee continues to review the overall mix of total compensation granted to our named executive officers. In 2023, 92% and 83% of target compensation for our Chief Executive Officer and our other named executive officers, respectively, was variable based on Company performance. |

  42. Stockholder Engagement

    As indicated above, the participating stockholders communicated their overall support of our executive compensation policies and practices. That said, some stockholders expressed concern over the one-time amendment to the performance stock unit (“PSU”) awards granted to our former Chief Executive Officer, Daniel Glaser, in 2020 and 2021 and through these discussions we substantiated the fact that the amendment to the PSU awards was the basis for the lower-than-usual say on pay vote. During these discussions, we sought to make clear why the Compensation Committee believed the amendment to the PSU awards was appropriate in light of special circumstances.

  43. Stockholder Engagement

    | • | In November 2021, the Compensation Committee began a review of the retirement terms of our long-term incentive awards. |

  44. Stockholder Engagement

    The Compensation Committee determined that a broad-based change in approach regarding the retirement provisions of all long-term incentive (LTI) awards granted beginning in February 2022 providing for full vesting on a retirement with at least 62 years of age and five years of service (from 65 years of age and one year of service) was appropriate in light of three main considerations: (i) market practice within our industry; (ii) retention objectives and (iii) consistency across our long-term incentive awards. Had this broad-based change been put into place prior to the granting of Mr. Glaser’s 2020 and 2021 PSU awards, he would have qualified for full vesting since he was 62 years of age and had more than 25 years of service at the time of his retirement.

  45. Stockholder Engagement

    | • | Given the broad-based change and Mr. Glaser’s achievements, at the time Mr. Doyle was appointed to succeed Mr. Glaser, the Compensation Committee determined that full vesting of Mr. Glaser’s PSUs would be appropriate, but that it needed to be conditioned upon a successful transition of the Chief Executive Officer role to Mr. Doyle. In the first quarter of 2023, the Compensation Committee determined that Mr. Glaser met the requirements of the “Qualifying Retirement”, including adequate performance of his duties during his tenure, identification and development of his successor and transitioning of his duties and responsibilities to his successor. |

  46. Stockholder Engagement

    As a result of the amendment, the granted number of PSUs remained outstanding until the applicable scheduled vesting date and payout was determined based on three-year performance applicable to the awards. The 2020 PSU award vested on February 28, 2023 and the 2021 PSU award vested on February 28, 2024. The amount of total compensation associated with the modification of Mr. Glaser’s awards was approximately $7.1 million and was reflected in the 2022 Summary Compensation Table. The incremental value over the grant date value initially reported in the summary compensation table for the respective years of grant was attributable to the increase in stock price since grant and the projected EPS performance factor of 200% as of the modification date. That said, we fully appreciate the concerns around the amendment that were expressed and appreciated the feedback. Our stockholders gave us the opportunity to more fully explain the decision, and we reaffirmed the one-time nature of the amendment and that we do not have any current intention to amend outstanding awards to our executive officers going forward. We believe that the prior broad-based change in retirement terms for all LTI awards, as implemented in February 2022, is appropriate for the criteria that the Compensation Committee used in making the change. We also reconfirmed that our stockholders are supportive of our current compensation program, including our annual and long-term incentive programs. The Compensation Committee believes that our program is well-aligned with stockholder value creation, supports a strong performance culture, is competitive in the markets where we operate and maximizes colleagues’ perceived value. We do not believe the feedback, which was in response to a one-time amendment of our PSU awards, necessitated changes to our executive compensation program. Accordingly, the Compensation Committee performed its annual review of the program, but did not make any changes for 2024. The Compensation Committee is committed to the Company’s ongoing engagement with our stockholders and the major proxy advisory firms, and to undertaking these outreach efforts annually.

  47. Elements of Compensation

    | Element of Total Direct Compensation | Target Total Compensation Mix | Description | | BASE SALARY | | Base salary is intended to provide a fixed level of compensation that is appropriate given a senior executive’s role in the organization, his or her skills and experience, the competitive market for his or her position and internal equity considerations. A senior executive’s base salary is set forth in his or her employment letter and may be adjusted when the Compensation Committee determines an adjustment is appropriate to reflect a change in these factors. | | ANNUAL BONUS | | Our annual bonus is a variable pay program intended to link cash-based incentive compensation to the financial performance of our Company and our businesses and each senior executive’s achievement of pre-established individual strategic objectives. The Compensation Committee takes a holistic approach to assessing performance and determining the actual bonus award for each senior executive. The Compensation Committee believes that annual bonus awards should be based on the achievement of objective, measurable financial results and how those results are achieved. In addition, the Compensation Committee believes it is important to measure individual executive performance against his or her achievement toward strategic objectives and other Company priorities. After the end of the year, each senior executive’s performance was assessed by our CEO and the Compensation Committee (and, in the case of our CEO’s performance, solely by the Compensation Committee). A senior executive’s target annual bonus is set forth in his or her employment letter and may be adjusted when the Compensation Committee determines an adjustment is appropriate or necessary to reflect a change in his or her duties and responsibilities, the competitive market for his or her position or internal equity considerations. The target annual bonuses for our named executive officers for 2023 are set forth in “Determination of 2023 Annual Bonuses” on page 44. | | ANNUAL LTI AWARD | | Annual LTI compensation is a variable pay program intended to align the financial interests of our senior executives with maximizing the return to our stockholders. Our LTI mix for senior executives is 50% PSU awards and 50% stock options. The payout of PSU awards is based on three-year annualized adjusted EPS growth and our three-year TSR versus S&P 500® constituents. The Compensation Committee reviews the mix of equity-based awards each year. |

  48. Annual Bonus

    Annual Bonus The Compensation Committee determined the 2023 annual bonus awards for our named executive officers using the following framework: The Compensation Committee established the annual bonus framework and rigorous performance targets in early 2023. In 2023, the Compensation Committee made the following increases to target annual bonuses:

  49. Annual Bonus

    | • | Mr. Doyle from $2,800,000 to $3,500,000 in connection with his promotion to President and CEO; |

  50. Annual Bonus

    | • | Ms. Ferland from $1,900,000 to $2,000,000 based on a review of the competitive market and her performance; and |

  51. Annual Bonus

    | • | Mr. Klisura from $1,600,000 to $1,750,000 based on a review of the competitive market and his performance. |

  52. Annual Bonus

    | Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2024 Proxy Statement | 38 |

  53. Annual Bonus

    | EXECUTIVE COMPENSATION | (Continued) |

  54. Annual Bonus

    In determining 2023 annual bonus awards, each senior executive’s target annual bonus was allocated between financial and strategic performance according to weightings associated with his or her position. The Compensation Committee then assessed financial performance and each senior executive’s strategic performance and determined a payout level for each portion of the senior executive’s target annual bonus. The multiplier for Company financial performance as reflected by adjusted EPS growth (as modified for executive compensation purposes) versus target was determined and applied to the sum of the payout levels for financial and strategic performance for each senior executive. Using this result, the Compensation Committee then conducted a qualitative assessment to determine the actual bonus award for each senior executive. The Compensation Committee believes that the use of judgment in the qualitative assessment helps reward performance appropriately, particularly on a year-to-year basis.

  55. Financial and Strategic Performance Measures

    Financial and Strategic Performance Measures The Compensation Committee selected the following measures and weightings for the 2023 annual bonus awards:

  56. Financial and Strategic Performance Measures

    | | Financial Performance | | Strategic Performance | | | Senior Executive | Weighting | Measure | Weighting | Measure | | Company CEO | 80% | Company net operating income | 20% | Individual objectives established for each senior executive | | Other Corporate Senior Executives | 70% | | 30% | | | Business Chief Executive Officers | 80% | Business net operating income | 20% | |

  57. Financial and Strategic Performance Measures

    The financial performance measure used for Company and business net operating income in the 2023 annual bonus framework is defined in “Definitions of Financial Performance Measures” on page 49. The financial performance factor for net operating income ranged from 0% to 150% of the target level as indicated in the following table:

  58. Financial and Strategic Performance Measures

    | Performance Level | Performance as a % of Target | Financial Performance Factor | | Maximum | ≥110% | 150% | | Target | 100% | 100% | | Threshold | 90% | 50% | | Below Threshold | <90% | <50% |

  59. Financial and Strategic Performance Measures

    Note: Interpolation is used to determine the performance factor for performance as a percentage of target between threshold/target or target/maximum. In the event of performance below threshold, the Compensation Committee would exercise its discretion to determine a financial performance factor from 0% up to 50%.

  60. Financial and Strategic Performance Measures

    | 39 | Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2024 Proxy Statement |

  61. Financial and Strategic Performance Measures

    | EXECUTIVE COMPENSATION | (Continued) |

  62. Determination of 2023 Annual Bonuses

    Determination of 2023 Annual Bonuses Using its assessment of the 2023 financial and strategic performance factors and the Company’s financial performance factor as its basis, the Compensation Committee determined the 2023 bonus award for each named executive officer in the manner described above. The actual annual bonuses paid to our named executive officers for 2023 were as follows. Mr. Doyle’s 2023 bonus award reflects his performance as President and Chief Executive Officer for 2023 and his 2022 bonus award reflects his performance as Group President and Chief Operating Officer in 2022. Mr. Klisura’s 2022 bonus award is not shown because he was not a named executive officer in the 2023 proxy statement.

  63. Determination of 2023 Annual Bonuses

    | Name | 2023 Target Bonus Award | 2023 Bonus as a % of Target | 2022 Actual Bonus Award | 2023 Actual Bonus Award | % Change | | Mr. Doyle | $3,500,000 | 171% | $5,300,000 | $6,000,000 | +13% | | Mr. McGivney | $1,600,000 | 188% | $2,650,000 | $3,000,000 | +13% | | Mr. South | $2,250,000 | 174% | $3,500,000 | $3,925,000 | +12% | | Ms. Ferland | $2,000,000 | 183% | $3,300,000 | $3,650,000 | +11% | | Mr. Klisura | $1,750,000 | 197% | NA | $3,450,000 | NA |

  64. Determination of 2023 Annual Bonuses

    | Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2024 Proxy Statement | 44 |

  65. Determination of 2023 Annual Bonuses

    | EXECUTIVE COMPENSATION | (Continued) |

  66. Annual LTI Awards

    Annual LTI Awards The Compensation Committee determined the 2024 annual LTI awards granted to our named executive officers as described in more detail in “Determination of 2024 Annual LTI Awards” on page 45, would comprise stock options and performance stock units (PSUs), as summarized in the following table:

  67. Annual LTI Awards

    | Award Type | Performance Alignment | | Stock Options (50%) | Rewards stock price appreciation and the creation of stockholder value | | Performance Stock Units (50%) | Rewards the achievement of specific Company financial objectives and relative TSR versus S&P 500® constituents |

  68. Annual LTI Awards

    The Compensation Committee selected S&P 500® constituents as the comparator group for the relative TSR modifier given that a broad index is commonly used by other companies that have relative TSR as a performance measure. In addition, we compete for “investment dollars” against other S&P 500® constituents rather than narrowly against our peer group for executive compensation, which is relatively small and subject to potentially significant change over time.

  69. Determination of 2024 Annual LTI Awards

    Determination of 2024 Annual LTI Awards The annual equity-based awards granted to our senior executives are determined by the Compensation Committee as part of its annual total compensation review. In determining the awards, the Compensation Committee considers the senior executive’s performance and his or her expected future contributions to the Company’s performance along with external market competitiveness, internal equity comparisons and the target LTI award set forth in the senior executive’s employment letter. The CEO also provides LTI award recommendations for senior executives other than himself. The annual LTI awards granted to our named executive officers in February 2024 are shown in the following table. They are not reflected in the “2023 Summary Compensation Table” on page 56 because the awards were made after the end of the 2023 fiscal year. Ms. Ferland did not receive a 2024 annual LTI award since she will be retiring from the Company effective March 31, 2024.

  70. Determination of 2024 Annual LTI Awards

    | | Annual LTI Awards Granted in 2024(1) | | | | Name | Stock Options | Performance Stock Units | Total | | Mr. Doyle | 6,875,000 | 6,875,000 | 13,750,000 | | Mr. McGivney | 1,725,000 | 1,725,000 | 3,450,000 | | Mr. South | 1,400,000 | 1,400,000 | 2,800,000 | | Ms. Ferland | NA | NA | NA | | Mr. Klisura | 900,000 | 900,000 | 1,800,000 |

  71. Determination of 2024 Annual LTI Awards

    | (1) Annual LTI awards as determined by the Compensation Committee are denominated in U.S. dollars and granted as a combination of stock options and PSUs. For stock options, the value shown in the table was converted into a number of stock options based on the grant date fair value per share using the Black-Scholes option pricing model. For PSUs, the value shown in the table was converted into a number of PSUs based on the fair market value of Company common stock, which was equal to the average of the high and low trading prices of shares of the Company common stock on the trading date immediately preceding the date of grant. The grant date fair value of the PSUs, as calculated in accordance with FASB ASC Topic 718, is determined using a Monte Carlo simulation model since payouts are based in part on a relative TSR modifier, which is a market condition. In addition, stock options and PSUs granted are rounded up to the nearest whole number. |

  72. Determination of 2024 Annual LTI Awards

    The value ultimately realized from these awards is contingent on the named executive officer’s continued service, except in certain circumstances such as retirement. The value also depends on the future performance of our stock price and, for PSU awards, achieving specific Company financial objectives and the Company’s relative TSR versus S&P 500® constituents. The terms and conditions of these awards are described in the narrative following the “2023 Grants of Plan-Based Awards Table” on page 59.

  73. Determination of 2024 Annual LTI Awards

    | 45 | Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2024 Proxy Statement |

  74. Determination of 2024 Annual LTI Awards

    | EXECUTIVE COMPENSATION | (Continued) |

  75. PSU Awards

    PSU Awards The performance measure for PSU awards, which represent 50% of the 2024 annual LTI compensation for our senior executives, is adjusted EPS growth as modified for executive compensation purposes and measured on a three-year annualized growth rate basis. The PSUs granted since 2020 also include a modifier based on the Company’s three-year TSR versus S&P 500® constituents. Depending on our actual financial performance results, along with relative TSR performance for the PSUs granted since 2020, 0% to 200% of the number of PSUs granted is delivered in shares of our common stock. The following tables provide the payout (as a percentage of target) for maximum, target and threshold performance levels for the 2021 through 2024 awards. The Compensation Committee sets the performance levels after reviewing our financial strategy, the design of PSU awards at peer group companies and historical EPS growth data for S&P 500® constituents. At the time of setting the target and determining the payouts at varying levels of performance for these awards, the Compensation Committee believed that achievement of the target for annualized adjusted EPS growth was a challenging goal. The payout of the PSU awards are determined as follows. The financial performance measures used in the PSU awards granted in 2021 to 2024 are defined in “Definitions of Financial Performance Measures” on page 49.

  76. Performance and Payout Levels for Our 2021 to 2024 PSU Awards

    Performance and Payout Levels for Our 2021 to 2024 PSU Awards The adjusted EPS growth measure for our PSU awards is shown in the following table. The three-year target for annualized adjusted EPS growth is 8% for our PSU awards granted in 2022 and 2023. In light of uncertainty in the business environment related to the pandemic, for the 2021 PSU award, the Compensation Committee set the three-year target at 7%, which reflected a 6% growth target for 2021 and 8% for the remaining two years. As noted previously, the Compensation Committee aims to set rigorous performance levels taking into account our financial strategy, the design of PSU awards at peer group companies (including growth targets) and historical EPS growth data for S&P 500® constituents.

  77. Performance and Payout Levels for Our 2021 to 2024 PSU Awards

    | Performance Level | Annualized Adjusted EPS Growth | Performance Factor (as a % of target) | | Maximum | Target plus 4 percentage points (or higher) | 200% | | Target | Target | 100% | | Threshold | Target minus 4 percentage points | 50% | | Below Threshold | Lower than target minus 4 percentage points | 0% |

  78. Performance and Payout Levels for Our 2021 to 2024 PSU Awards

    Note: Interpolation is used to determine the adjusted EPS growth performance factor (as a percentage of target) for a performance result between threshold/target or target/maximum.

  79. Performance and Payout Levels for Our 2021 to 2024 PSU Awards

    | Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2024 Proxy Statement | 46 |

  80. Performance and Payout Levels for Our 2021 to 2024 PSU Awards

    | EXECUTIVE COMPENSATION | (Continued) |

  81. Performance and Payout Levels for Our 2021 to 2024 PSU Awards

    The relative TSR modifier for our PSU awards is provided in the following table.

  82. Performance and Payout Levels for Our 2021 to 2024 PSU Awards

    | Performance Level | Relative TSR (versus S&P 500® constituents) | Relative TSR Modifier (as a % of target) | | Maximum | 75th percentile | 1.25x | | Target | 50th percentile | 1.00x | | Minimum | 25th percentile | 0.75x |

  83. Performance and Payout Levels for Our 2021 to 2024 PSU Awards

    Note: Interpolation is used to determine the relative TSR modifier (as a percentage of target) for a performance result between minimum/target or target/maximum.

  84. Performance Results for Our 2021 PSU Awards

    Performance Results for Our 2021 PSU Awards The following charts show three-year results for the 2021 PSU awards granted to our senior executives. Our 17.9% annualized adjusted EPS growth and 85th percentile relative TSR versus S&P 500® constituents were each above maximum, qualifying for a 200% EPS performance factor and 1.25x relative TSR modifier. The PSU payout for the 2021 PSU award was 200% of target, as discussed in the next section.

  85. RELATIVE TOTAL SHAREHOLDER RETURN

    | | Three-Year Adjusted EPS Growth* | Factor | | Maximum | ≥11% | 200% | | Target | 7% | 100% | | Threshold | 3% | 50% | | Below Threshold | >3% | 0% | | Note: EPS Growth between threshold/target or target/maximum will be interpolated in order to determine the performance factor. | | |

  86. RELATIVE TOTAL SHAREHOLDER RETURN

    | | Three-Year Relative TSR* | Modifier | | Maximum | 75th percentile or higher | 1.25x | | Target | 50th percentile (median) | 1.00x | | Minimum | 25th percentile or lower | 0.75x | | Relative TSR is measured versus S&P 500® constituents. Capped at 1.00x if three-year TSR is negative. Note: Relative TSR modifier between minimum/target or target/maximum will be interpolated in order to determine the modifier. | | |

  87. RELATIVE TOTAL SHAREHOLDER RETURN

    | * The adjusted EPS growth and relative TSR measures used in the PSU awards are defined in the “Definitions of Financial Performance Measures” on page 49. |

  88. Summary of PSU Awards Granted from 2021 through 2023

    Summary of PSU Awards Granted from 2021 through 2023 The table below summarizes the three-year performance periods for PSU awards granted from 2021 to 2023, including the payout at 200% of target for our 2021 PSU award based on 17.9% annualized adjusted EPS growth as modified for executive compensation purposes. As discussed previously, the PSU awards granted also include a modifier based on the Company’s three-year TSR versus S&P 500® constituents. For the 2021 PSU award, our three-year TSR was above the 75th percentile versus S&P 500® constituents, which resulted in the maximum 1.25x relative

  89. Summary of PSU Awards Granted from 2021 through 2023

    | 47 | Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2024 Proxy Statement |

  90. Summary of PSU Awards Granted from 2021 through 2023

    | EXECUTIVE COMPENSATION | (Continued) |

  91. Summary of PSU Awards Granted from 2021 through 2023

    TSR modifier; however, the modifier had no impact on the actual payout of awards since they were capped (by design) at the maximum 200% of target based on our adjusted EPS growth alone. The adjusted EPS growth and relative TSR measures used in the PSU awards are defined in “Definitions of Financial Performance Measures” on page 49. The actual payout for 2022 and 2023 PSU awards will depend on three-year performance, except under certain circumstances that may require earlier measurement of results, such as the death of a participant or a change in control of the Company.

  92. Summary of PSU Awards Granted from 2021 through 2023

    | Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2024 Proxy Statement | 48 |

  93. Summary of PSU Awards Granted from 2021 through 2023

    | EXECUTIVE COMPENSATION | (Continued) |

  94. DEFINITIONS OF FINANCIAL PERFORMANCE MEASURES

    DEFINITIONS OF FINANCIAL PERFORMANCE MEASURES The following table defines the financial performance measures used in our executive compensation program.

  95. DEFINITIONS OF FINANCIAL PERFORMANCE MEASURES

    | Used for | Measure | Definition | | 2023 Annual Bonus Framework-Financial Performance Measure | Company or business net operating income | Net operating income calculated in accordance with GAAP, adjusted for the impact of “noteworthy items” identified in Exhibit A to this proxy statement and further adjusted for the impact of currency exchange rate fluctuations and acquisitions and dispositions. | | 2023 Annual Bonus Framework-Multiplier for Company Financial Performance | Company earnings per share* | Adjusted EPS is defined as GAAP earnings per share, adjusted for the impact of “noteworthy items” identified in Exhibit A to this proxy statement and modified to exclude the impact of fluctuations in: 1. currency exchange rates; 2. other net benefit credit (cost) related to the Company’s pension plans; 3. investment income which is primarily from Marsh & McLennan Risk Capital Holdings, Ltd. (the legal entity through which the Company owns interests in private equity funds and other investments); and 4. the U.S. federal or U.K. statutory corporate tax rate, the U.S. federal tax rate on foreign earnings earned by foreign subsidiaries and the Company’s effective tax rate due to the implementation of the OECD global tax framework. | | PSU awards granted in 2021 and 2022 | Company earnings per share* | Adjusted EPS is defined as GAAP earnings per share, adjusted for the impact of “noteworthy items” identified in Exhibit A to this proxy statement and modified to exclude the impact of fluctuations in: 1. currency exchange rates; 2. other net benefit credit (cost) related to the Company’s pension plans; 3. results for Marsh & McLennan Risk Capital Holdings, Ltd. (the legal entity through which the Company owns interests in private equity funds and other investments); 4. the costs related to the early extinguishment of debt; and 5. the U.S. federal or U.K. statutory corporate tax rate or the U.S. federal tax rate on foreign earnings earned by foreign subsidiaries | | PSU awards granted in 2023 and 2024 | Company earnings per share* | Same definition as 2023 Annual Bonus Framework-Multiplier for Company Financial Performance, above. | | PSU awards granted in 2021, 2022, 2023 and 2024 | Total stockholder return | TSR is measured based on the three-year period starting on the December 31st prior to the grant date and ending on December 31st three years later with 20-day stock price averaging prior to the start and end of the measurement period. |

  96. DEFINITIONS OF FINANCIAL PERFORMANCE MEASURES

    | * Year-over-year changes are calculated based on adjusted EPS as modified for the above exclusions versus prior-year adjusted EPS without modification for such exclusions. The EPS performance factor for PSU awards is determined based on three-year adjusted EPS growth using three one-year growth rates (annualized). |

  97. DEFINITIONS OF FINANCIAL PERFORMANCE MEASURES

    | 49 | Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2024 Proxy Statement |

  98. DEFINITIONS OF FINANCIAL PERFORMANCE MEASURES

    | EXECUTIVE COMPENSATION | (Continued) |

  99. PEER GROUP COMPANIES AND SURVEYS

    PEER GROUP COMPANIES AND SURVEYS Peer Group for Executive Compensation Purposes In 2023, the Compensation Committee reviewed the executive compensation data disclosed in the publicly available filings of the companies that comprise our peer group for executive compensation purposes. The peer group is based on business lines, talent pool and company size, as reflected by revenue and market capitalization, and includes insurance, consulting and other business services companies, as listed in the table below. The Compensation Committee reviews the peer group periodically and makes adjustments that it deems are appropriate or necessary, for example, as a result of business combinations and other changes. The Compensation Committee has not made any changes to the peer group since September 2019. 2023 Peer Group for Executive Compensation

  100. PEER GROUP COMPANIES AND SURVEYS

    | Insurance Brokers | Insurance Carriers | Consulting and Business Services | | Aon plc (AON) | American International Group, Inc. (AIG) | Automatic Data Processing, Inc. (ADP) | | Willis Towers Watson plc (WTW) | Chubb Limited (CB) | Accenture plc (ACN) | | Arthur J. Gallagher & Co. (AJG) | The Travelers Companies, Inc. (TRV) | S&P Global Inc. (SPGI) |

  101. PEER GROUP COMPANIES AND SURVEYS

    Financial Services and General Industry Surveys The Compensation Committee also reviews executive compensation data drawn from two industry subsets (Financial Services and General Industry) of S&P 500® constituents that participated in an executive compensation survey conducted by an independent compensation consulting firm. Each subset was refined based on revenue and market capitalization. For a list of the companies comprising these subsets, please refer to Exhibit B. The business CEO comparisons were based on subsidiaries or divisions of all companies that participated in the executive compensation survey (instead of only S&P 500® constituents) in order to have a significant sample size for these particular comparisons.

  102. BENEFIT PLANS AND OTHER PROGRAMS

    BENEFIT PLANS AND OTHER PROGRAMS Retirement and Deferred Compensation Plans We offer retirement and deferred compensation plans, in which all of our senior executives are eligible to participate to maintain a competitive compensation program. We maintain a defined contribution retirement program in the U.S. consisting of the Supplemental Savings & Investment Plan (“SSIP”), an unfunded nonqualified defined contribution retirement plan that is coordinated with our 401(k) Savings & Investment Plan. Additional information about the SSIP, including individual amounts deferred by our named executive officers, Company matching credits and earnings during 2023, as well as account balances as of the end of 2023, is presented in the “2023 Nonqualified Deferred Compensation Table” on page 64. Earnings with respect to all of our nonqualified defined contribution plans are based upon actual market performance, and preferential or above-market earnings are not offered. We discontinued future service accruals in our U.S. and U.K. defined benefit retirement programs effective December 31, 2016 and August 1, 2014, respectively. The features of our U.S. and U.K. retirement programs, including the present value of the accumulated pension benefits for our named executive officers as of the end of 2023, are presented in further detail in “Defined Benefit Retirement Program” on page 62. We do not have individually- designed defined benefit arrangements for any named executive officer. Severance Arrangements Severance payments and benefits for our senior executives are provided under our Senior Executive Severance Pay Plan, which provides for severance payments in the event of an involuntary termination of employment without cause (as defined in the plan) in an amount equal to the sum of the senior executive’s then-current base salary and average annual bonus award over the three prior years, plus an amount equal to a pro-rata bonus for the year of termination.

  103. BENEFIT PLANS AND OTHER PROGRAMS

    While compensation decisions regarding our senior executives affect the potential payments under these arrangements, the existence of these severance arrangements did not affect the Compensation Committee’s decisions with respect to other elements of compensation for our named executive officers because these severance arrangements are contingent in nature and may never be triggered. The terms of the Senior Executive Severance Pay Plan are discussed more fully in “Termination of Employment” on page 68. The amount of the estimated payments and benefits payable to our named executive officers, assuming a termination of employment as of the last business day of 2023, is presented in “Potential Payments Upon Termination or Change in Control” beginning on page 65. Change-in-Control Arrangements Change-in-control payments and benefits are provided to our senior executives through our equity-based compensation plans and the Senior Executive Severance Pay Plan, as applicable. These arrangements are intended to retain our senior executives and provide continuity of management in the event of an actual or potential change in control of the Company. Consistent with this objective, the terms of our equity-based awards contain a “double-trigger” vesting provision, which requires both a change in control of the Company and a subsequent specified termination of employment for vesting to be accelerated. The Senior Executive Severance Pay Plan also includes a “double-trigger” change-in-control provision rather than providing severance payments and benefits solely on the basis of a change in control of the Company. We believe that requiring a “double trigger,” rather than providing severance payments (and accelerated vesting of equity-based awards) solely on the basis of a change in control, is more consistent with the purpose of encouraging the continued employment of our senior executives following a change in control of the Company. We do not provide any excise tax payments, reimbursements or “gross ups” in connection with a change in control of the Company to any of our senior executives under any plan or arrangement. The amount of the estimated payments and benefits payable to our named executive officers, assuming a change in control of the Company and subsequent specified termination of employment as of the last business day of 2023, is presented in “Potential Payments Upon Termination or Change in Control” beginning on page 65. Other Benefits and Perquisites Our senior executives are eligible to participate in our health and welfare benefit programs on the same basis as our other eligible employees. We also provide certain perquisites and other personal benefits to our senior executives. In general, the perquisites or other personal benefits provided to our senior executives include (i) the cost of financial counseling and certain income tax return preparation and (ii) from time to time, relocation or housing costs associated with hiring a newly recruited or promoted senior executive. The incremental cost of providing perquisites and other personal benefits during 2023 to our named executive officers is presented in the footnotes to the “All Other Compensation” column of the “2023 Summary Compensation Table” on page 57. In addition to the above, in 2023 we commissioned a security study to analyze security risks to our President and Chief Executive Officer and developed a security policy. In accordance with the security policy, we continue to provide a Company car and a driver, with security training credentials commensurate to what is recommended in the study, to Mr. Doyle. The Company believes the car and driver provide the necessary security for Mr. Doyle to travel safely and conduct business efficiently while in transit. The incremental cost is detailed in the footnotes to the “All Other Compensation” column of the “2023 Summary Compensation Table” on page 57. We believe the scope and costs of these measures serve important business purposes and constitute reasonable, necessary and appropriate expenses for the benefit of the Company and its stockholders. Since the costs arise from the nature of our President and Chief Executive Officer’s role and his employment responsibilities at the Company, we do not consider them to be personal benefits to our CEO. However, in accordance with SEC rules, we have reported the incremental costs of such personal security measures in the “All Other Compensation” column in the “2023 Summary Compensation Table”. The Compensation Committee has also determined to provide to the President and Chief Executive Officer of the Company access to corporate aircraft, in which we maintain fractional interests, for business and personal travel.

  104. RISK AND REWARD FEATURES OF EXECUTIVE COMPENSATION PROGRAM

    | Feature | Description | | Balanced Total Compensation Approach | The mix of base salary, annual bonus opportunity and annual LTI awards appropriately balances the shorter-term and longer-term aspects of each senior executive’s responsibilities and performance, without undue emphasis on any single element of compensation. | | Performance-Based Annual Bonus Program | Awards to senior executives are made based on both financial performance measures, relating to fiscal year performance, and strategic performance objectives, which may relate to longer-term and qualitative objectives. Each senior executive’s target annual bonus and payout range of 0% to 200% is set forth in his or her employment letter. The Compensation Committee determines the bonus for each of our senior executives. We do not guarantee annual bonuses for our senior executives, except in special situations such as the initial bonus award after a senior executive’s hire if the guarantee is deemed necessary to attract a candidate to join the Company. | | Stockholder-Focused LTI Program | Equity-based awards to our senior executives are granted annually on a discretionary basis by the Compensation Committee taking into consideration each individual’s past performance and expected future contributions. Awards made in 2023 were in a combination of stock options and PSU awards to align the financial interests of our senior executives with maximizing our return to stockholders. PSU awards are earned based on our achievement against financial performance objectives and the Company’s TSR versus S&P 500® constituents over a three-year performance period, both as determined by the Compensation Committee. All equity-based awards are subject to multi-year vesting requirements or performance periods with complete forfeiture of unvested awards upon a voluntary termination of employment by a senior executive (other than by reason of retirement) or termination of employment for cause. None of our equity-based awards are scheduled to begin vesting until at least one year following their grant. In addition, the terms of our outstanding and unvested equity-based awards contain a “double-trigger” vesting provision in the event of a change in control of the Company. We do not provide any excise tax payments, reimbursements or “gross ups” in connection with a change in control of the Company to any of our senior executives under any plan or arrangement. |

  105. RISK AND REWARD FEATURES OF EXECUTIVE COMPENSATION PROGRAM

    | Feature | Description | | Executive Stock Ownership Guidelines | Our senior executives are required to acquire and hold shares or stock units (excluding PSUs) of our common stock with an aggregate value at least equal to a specified multiple of their base salary. Stock options (whether vested or unvested) are not counted in the ownership calculation. Our senior executives may not sell shares acquired in connection with the distribution of stock units or exercise of stock options until and unless the specified multiple of base salary is reached and maintained. Our guidelines exclude the counting of outstanding PSUs, which have a variable payout based on performance, in the calculation of ownership needed to satisfy the guidelines. | | Prohibition Against Speculative Activities, Hedging or Pledging of Company Stock | We prohibit our employees, including our senior executives and directors, from engaging in speculative or hedging activities (including short sales, purchases or sales of puts or calls and trading on a short-term basis) in our common stock. We prohibit our senior executives and directors from pledging our securities as collateral for a loan or for any other purpose. We also prohibit our senior executives and directors from holding our securities in a margin account. | | Compensation Recovery (“Clawback”) Policies | In accordance with the requirements set forth in the New York Stock Exchange (NYSE) Clawback listing standard (and the SEC final Clawback Rule), the Company has adopted a Compensation Clawback Policy that provides for the recoupment of erroneously awarded incentive compensation in the event that (i) such incentive compensation awarded to a current or former executive officer was calculated based on financial results that were required to be restated due to material noncompliance with financial reporting requirements and (ii) the noncompliance resulted in overpayment of incentive compensation paid or granted within the three-year period preceding the date the restatement was required. In addition, our 2011 and 2020 Incentive and Stock Award Plans gives us the ability to provide for a clawback of outstanding or already-settled equity-based awards. | | Severance Payments | Severance protections for our senior executives are set at a uniform level equal to his or her base salary and three-year average annual bonus award (a “1x multiple”). In addition, without stockholder approval, we will not enter into a severance agreement with a senior executive that provides for any cash severance payment that exceeds 2.99x the sum of his or her base salary and three-year average annual bonus award. |

  106. Holding Requirement for Equity-Based Awards

    Holding Requirement for Equity-Based Awards Under our stock ownership guidelines, our senior executives are required to hold all shares of our common stock acquired in connection with the distribution of stock units or exercise of stock options (net of any tax withholding and, in the case of stock options, the exercise price) until the required multiple of base salary is reached. In addition, unless approved by the CEO, our senior executives (other than the CEO) may not sell any shares of our common stock, however acquired, unless their ownership interest after such sale is at or above the required multiple of base salary stipulated under our stock ownership guidelines. The CEO is similarly permitted if approved by the Chair of the Compensation Committee. Mr. Doyle has not requested such approval during his tenure as CEO.

  107. TAX AND ACCOUNTING CONSIDERATIONS

    TAX AND ACCOUNTING CONSIDERATIONS Section 162(m) of the Internal Revenue Code generally disallows public companies a federal income tax deduction for compensation in excess of $1 million that is paid to certain former or current senior executives in any taxable year. The Compensation Committee reserves the right to award compensation that is not tax deductible. We also structure compensation in a manner intended to avoid the incurrence of any additional tax, interest or penalties under Section 409A of the Internal Revenue Code governing the provision of nonqualified deferred compensation to our service providers. We account for stock-based compensation in accordance with FASB ASC Topic 718, which requires us to recognize compensation expense relating to share-based payments (such as stock options, PSU awards and RSU awards) in our financial statements. The recognition of this expense has not caused us to limit or otherwise significantly alter the equity-based compensation element of our executive compensation program. This is because we believe equity-based compensation is a necessary component of a competitive executive compensation program and fulfills important program objectives. The Compensation Committee considers the potential impact of FASB ASC Topic 718 on any proposed change to the equity-based compensation element of our program.

  108. 2023 SUMMARY COMPENSATION TABLE

    2023 SUMMARY COMPENSATION TABLE The following table provides information regarding the compensation of our President and Chief Executive Officer, our Chief Financial Officer and our three other most highly-compensated executive officers who were executive officers as of December 31, 2023.

  109. 2023 SUMMARY COMPENSATION TABLE

    | Name & Principal Position (1) | Year | Salary ($) | Bonus ($) | Stock Awards ($) (2) | Option Awards ($) (2) | Non-Equity Incentive Plan Compensation ($) (3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (4) | All Other Compensation ($) (5) | Total ($) (6) | | John Q. Doyle President and CEO, Marsh McLennan | 2023 | 1,400,000 | — | 5,775,090 | 5,550,012 | 6,000,000 | — | 329,854 | 19,054,956 | | | 2022 | 1,200,000 | — | 2,995,331 | 2,000,008 | 5,300,000 | — | 103,700 | 11,599,039 | | | 2021 | 1,000,000 | — | 1,775,868 | 1,700,002 | 4,800,000 | — | 84,649 | 9,360,519 | | Mark C. McGivney Chief Financial Officer, Marsh McLennan | 2023 | 800,000 | — | 1,743,014 | 1,675,019 | 3,000,000 | 35,557 | 70,125 | 7,323,715 | | | 2022 | 800,000 | — | 1,621,136 | 1,625,003 | 2,650,000 | — | 74,277 | 6,770,416 | | | 2021 | 800,000 | — | 1,566,914 | 1,500,011 | 2,400,000 | — | 69,630 | 6,336,555 | | Martin C. South President and Chief Executive Officer, Marsh and Vice Chair, Marsh McLennan | 2023 | 1,000,000 | — | 1,404,830 | 1,350,035 | 3,925,000 | — | 108,942 | 7,788,807 | | | 2022 | 1,000,000 | — | 1,247,109 | 1,250,029 | 3,500,000 | — | 123,287 | 7,120,425 | | Martine Ferland Chief Executive Officer, Mercer and Vice Chair, Marsh McLennan | 2023 | 1,000,000 | | 1,352,736 | 1,300,021 | 3,650,000 | 8,651 | 90,430 | 7,401,838 | | | 2022 | 962,500 | — | 1,247,109 | 1,250,029 | 3,300,000 | — | 104,125 | 6,863,763 | | | 2021 | 850,000 | — | 1,253,604 | 1,200,014 | 3,000,000 | 2,565 | 79,487 | 6,385,670 | | Dean M. Klisura President and Chief Executive Officer, Guy Carpenter and Vice Chair, Marsh McLennan | 2023 | 800,000 | — | 910,535 | 875,009 | 3,450,000 | 72,017 | 68,600 | 6,176,161 |

  110. 2023 SUMMARY COMPENSATION TABLE

    | (1) Mr. Doyle was appointed President and Chief Executive Officer effective January 1, 2023. Mr. South’s compensation is shown only for 2023 and 2022 since he was not a named executive officer in 2021. Mr. Klisura’s compensation is shown only for 2023 since he was not a named executive officer in either 2022 or 2021. |

  111. 2023 SUMMARY COMPENSATION TABLE

    | (2) The amounts reported in the “Stock Awards” and “Option Awards” columns represent the grant date fair value of the awards for the years ended December 31, 2023, December 31, 2022 and December 31, 2021, respectively, computed in accordance with FASB ASC Topic 718. The amounts reported in the “Stock Awards” column represent PSU awards for 2023, 2022 and 2021. The grant date fair value reported for the 2023 PSU awards is based on performance at the target level and, as calculated in accordance with FASB ASC Topic 718, is determined using a Monte Carlo simulation model since payouts are based in part on a relative total stockholder return (“TSR”) modifier, which is a market condition. As stated in the description of the PSU awards following the “2023 Grants of Plan-Based Awards Table” on page 59, the payout based on maximum performance is 200% of the target level, which, if achieved, would correspond to the values reported in the table below, holding constant the grant date fair value of the Company’s common stock. The assumptions used in calculating the amounts reported for awards granted in 2023 are included in footnote 9 to the Company’s audited financial statements for the fiscal year ended December 31, 2023, included in the Company’s Annual Report on Form 10-K filed with the SEC on February 12, 2024. The assumptions used in calculating the amounts reported for awards granted prior to 2023 are included in footnote 9 captioned “Stock Benefit Plans” to the Company’s audited financial statements for the relevant fiscal year, included in the Company’s Annual Reports on Form 10-K previously filed with the SEC. The amounts reported in these columns may differ slightly from the corresponding amounts shown in the “2023 Grants of Plan-Based Awards Table” on page 59 due to rounding to the nearest whole dollar as required by SEC rules. In addition, the amounts reported in these columns may differ slightly from the amounts disclosed in the “2023 and 2024 Annual Total Direct Compensation of Named Executive Officers” section on page 31 of the Compensation Discussion and Analysis due to rounding to the nearest whole share. |

  112. 2023 SUMMARY COMPENSATION TABLE

    | Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2024 Proxy Statement | 56 |

  113. 2023 SUMMARY COMPENSATION TABLE

    | EXECUTIVE COMPENSATION | (Continued) |

  114. 2023 SUMMARY COMPENSATION TABLE

    | Name | Year | Grant Date Fair Value of Performance Stock Unit Awards Granted Assuming Target Performance (100%) ($) | Grant Date Fair Value of Performance Stock Unit Awards Granted Assuming Maximum Performance (200%) ($) | | Mr. Doyle | 2023 | 5,775,090 | 11,550,179 | | | 2022 | 1,995,163 | 3,990,326 | | | 2021 | 1,775,868 | 3,551,736 | | Mr. McGivney | 2023 | 1,743,014 | 3,486,028 | | | 2022 | 1,621,136 | 3,242,272 | | | 2021 | 1,566,914 | 3,133,827 | | Mr. South | 2023 | 1,404,830 | 2,809,660 | | | 2022 | 1,247,109 | 2,494,218 | | | 2021 | 287,282 | 574,564 | | Ms. Ferland | 2023 | 1,352,736 | 2,705,472 | | | 2022 | 1,247,109 | 2,494,218 | | | 2021 | 1,253,604 | 2,507,209 | | Mr. Klisura | 2023 | 910,535 | 1,821,070 | | | 2022 | 748,205 | 1,496,410 | | | 2021 | 261,255 | 522,509 |

  115. 2023 SUMMARY COMPENSATION TABLE

    | (3) The amounts reported in the “Non-Equity Incentive Plan Compensation” column represent the amounts received for annual bonus awards, as described in the “Annual Bonus” section beginning on page 38 of the Compensation Discussion and Analysis. The awards earned in respect of 2023 were determined by the Compensation Committee at its meeting on February 22, 2024 and were paid on February 28, 2024. |

  116. 2023 SUMMARY COMPENSATION TABLE

    | (4) The amounts reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column represent the increase, if any, in the present value of the named executive officers’ benefits (both vested and unvested) under the tax-qualified Marsh & McLennan Companies Retirement Plan, the Company’s Benefit Equalization Plan, the Company’s Supplemental Retirement Plan and the Company’s U.K. Pension Fund. For 2023, the amount reported for each named executive officer reflects changes in age and service, the interest rate and the mortality assumption projecting longer life expectancies, and any change in base salary. The assumptions used in calculating the amounts reported are included in footnote 8 to the Company’s audited financial statements for the fiscal year ended December 31, 2023, included in the Company’s Annual Report on Form 10-K filed with the SEC on February 12, 2024. The Company’s retirement programs are described in further detail in “Defined Benefit Retirement Program” on page 62. No named executive officer received preferential or above-market earnings on deferred compensation. The Company discontinued future service accruals in the United States Defined Benefit Retirement Program effective December 31, 2016 and discontinued future service accruals in the U.K. Pension Fund effective August 1, 2014. Ms. Ferland’s change in pension value has been converted from British pounds into U.S. dollars at the average currency exchange rate for 2023 used by the Company for financial reporting purposes in accordance with U.S. GAAP (£1 = $1.24369613). |

  117. 2023 SUMMARY COMPENSATION TABLE

    | (5) The following items are reported in the “All Other Compensation” column for the named executive officers in 2023: |

  118. 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    2023 GRANTS OF PLAN-BASED AWARDS TABLE The following table provides information on the grants of plan-based awards made to the named executive officers in 2023. Amounts shown under the “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” columns relate to the target annual cash bonus opportunities in respect of 2023. The terms and conditions of these awards are described in the “Annual Bonus” section on page 38 of the Compensation Discussion and Analysis. The remaining columns relate to plan-based equity-based awards granted in 2023 under the 2020 Incentive and Stock Award Plan. The equity-based awards consist of PSU awards, RSU awards and stock options with respect to shares of the Company’s common stock. The terms and conditions of these awards are described in the narrative following this table.

  119. 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    | | | Estimated Future Payouts Under Non- Equity Incentive Plan Awards (2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (3) | | | All Other Option Awards: Number of Securities Underlying Options (#) (4) | Exercise or Base Price of Option Awards ($/Sh) (5) | Closing Stock Price on Date of Grant ($/Sh) (5) | Grant Date Fair Value of Stock and Option Awards ($) (6) | | (a) | (b) (1) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | John Q. Doyle | | 0 | 3,500,000 | 7,000,000 | | | | | | | | | | 2/23/2023 | | | | 0 | 33,812 | 67,624 | | | | 5,775,090 | | | 2/23/2023 | | | | | | | 132,387 | 164.145 | 163.880 | 5,550,012 | | Mark C. McGivney | | 0 | 1,600,000 | 3,200,000 | | | | | | | | | | 2/23/2023 | | | | 0 | 10,205 | 20,410 | | | | 1,743,014 | | | 2/23/2023 | | | | | | | 39,955 | 164.145 | 163.880 | 1,675,019 | | Martin C. South | | 0 | 2,250,000 | 4,500,000 | | | | | | | | | | 2/23/2023 | | | | 0 | 8,225 | 16,450 | | | | 1,404,830 | | | 2/23/2023 | | | | | | | 32,203 | 164.145 | 163.880 | 1,350,035 | | Martine Ferland | | 0 | 2,000,000 | 4,000,000 | | | | | | | | | | 2/23/2023 | | | | 0 | 7,920 | 15,840 | | | | 1,352,736 | | | 2/23/2023 | | | | | | | 31,010 | 164.145 | 163.880 | 1,300,021 | | Dean M. Klisura | | 0 | 1,750,000 | 3,500,000 | | | | | | | | | | 2/23/2023 | | | | 0 | 5,331 | 10,662 | | | | 910,535 | | | 2/23/2023 | | | | | | | 20,872 | 164.145 | 163.880 | 875,009 |

  120. 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    | (1) The equity-based awards granted on February 23, 2023 reported in this table were approved by the Compensation Committee at its meeting on the same date. |

  121. 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    | (2) The actual annual cash bonuses awarded to the named executive officers are reported in the “Non-Equity Incentive Plan Compensation” column of the “2023 Summary Compensation Table.” |

  122. 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    | (3) The amounts reported in columns (f), (g) and (h) reflect PSU awards granted on February 23, 2023. The terms and conditions of these awards are described in the narrative following this table. |

  123. 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    | (4) The amounts reported in column (i) reflect nonqualified stock options granted on February 23, 2023. The terms and conditions of these awards are described in the narrative following this table. |

  124. 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    | (5) The stock options granted on February 23, 2023 have an exercise price of $164.145 per share, equal to the average of the high and low trading prices of shares of the Company common stock on February 22, 2023, the trading date immediately preceding the date of grant. The closing market price of the Company’s common stock on the date of grant was $163.88 per share, which was lower than the stock option exercise price. |

  125. 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    | (6) The grant date fair value reported for the PSU awards, as calculated in accordance with FASB ASC Topic 718, may differ from the value of the PSUs calculated based on the fair market value of Company common stock and is based on performance at the target level. |

  126. 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    | 59 | Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2024 Proxy Statement |

  127. 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    | EXECUTIVE COMPENSATION | (Continued) |

  128. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE The following table provides certain information concerning equity-based awards held by the named executive officers as of December 31, 2023. All outstanding equity awards are with respect to shares of the Company’s common stock.

  129. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | | Option Awards | | | | | | | Stock Awards | | | | Name | Option Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) (1) | Number of Securities Underlying Unexercised Options Unexercisable (#) (1) | Option Exercise Price ($) | Option Expiration Date | Stock Award Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) (2) | Market Value of Shares or Units of Stock That Have Not Vested ($) (3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (3) | | John Q. Doyle | 5/1/2016 | 84,318 | 0 | 63.090 | 4/30/2026 | | | | | | | | 2/22/2017 | 66,623 | 0 | 73.195 | 2/21/2027 | | | | | | | | 2/21/2018 | 73,811 | 0 | 83.046 | 2/20/2028 | | | | | | | | 2/19/2019 | 78,519 | 0 | 90.785 | 2/18/2029 | | | | | | | | 2/19/2020 | 56,908 | 18,970 | 118.865 | 2/18/2030 | | | | | | | | 2/22/2021 | 38,205 | 38,205 | 117.530 | 2/21/2031 | | | | | | | | | | | | | 2/22/2021 | | | 28,930 | 5,481,367 | | | | | | | | 1/1/2022 | 5,762 | 1,091,726 | | | | | 2/23/2022 | 15,934 | 47,804 | 151.368 | 2/22/2032 | | | | | | | | | | | | | 2/23/2022 | | | 26,426 | 5,006,934 | | | 2/23/2023 | 0 | 132,387 | 164.145 | 2/22/2033 | | | | | | | | | | | | | 2/23/2023 | | | 67,624 | 12,812,719 | | Mark C. McGivney | 2/19/2020 | 49,794 | 16,599 | 118.865 | 2/18/2030 | | | | | | | | 2/22/2021 | 33,710 | 33,711 | 117.530 | 2/21/2031 | | | | | | | | | | | | | 2/22/2021 | | | 25,526 | 4,836,411 | | | 2/23/2022 | 12,946 | 38,841 | 151.368 | 2/22/2032 | | | | | | | | | | | | | 2/23/2022 | | | 21,472 | 4,068,300 | | | 2/23/2023 | 0 | 39,955 | 164.145 | 2/22/2033 | | | | | | | | | | | | | 2/23/2023 | | | 20,410 | 3,867,083 | | Martin C. South | 2/22/2017 | 4,294 | 0 | 73.195 | 2/21/2027 | | | | | | | | 2/21/2018 | 11,619 | 0 | 83.046 | 2/20/2028 | | | | | | | | 2/19/2019 | 12,620 | 0 | 90.785 | 2/18/2029 | | | | | | | | 2/19/2020 | 8,892 | 2,964 | 118.865 | 2/18/2030 | | | | | | | | 2/22/2021 | 6,180 | 6,181 | 117.530 | 2/21/2031 | | | | | | | | | | | | | 2/22/2021 | | | 4,680 | 886,720 | | | | | | | | 2/22/2021 | 1,560 | 295,573 | | | | | | | | | | 12/1/2021 | 6,024 | 1,141,367 | | | | | 2/23/2022 | 9,959 | 29,878 | 151.368 | 2/22/2032 | | | | | | | | | | | | | 2/23/2022 | | | 16,518 | 3,129,665 | | | 2/23/2023 | 0 | 32,203 | 164.145 | 2/22/2033 | | | | | | | | | | | | | 2/23/2023 | | | 16,450 | 3,116,782 | | Martine Ferland | 2/22/2017 | 7,912 | 0 | 73.195 | 2/21/2027 | | | | | | | | 2/21/2018 | 7,518 | 0 | 83.046 | 2/20/2028 | | | | | | | | 2/19/2019 | 56,085 | 0 | 90.785 | 2/18/2029 | | | | | | | | 2/19/2020 | 35,568 | 11,856 | 118.865 | 2/18/2030 | | | | | | | | 2/22/2021 | 26,968 | 26,969 | 117.530 | 2/21/2031 | | | | | | | | | | | | | 2/22/2021 | | | 20,422 | 3,869,356 | | | 2/23/2022 | 9,959 | 29,878 | 151.368 | 2/22/2032 | | | | | | | | | | | | | 2/23/2022 | | | 16,518 | 3,129,665 | | | 2/23/2023 | 0 | 31,010 | 164.145 | 2/22/2033 | | | | | | | | | | | | | 2/23/2023 | | | 15,840 | 3,001,205 | | Dean M. Klisura | 2/22/2017 | 9,994 | 0 | 73.195 | 2/21/2027 | | | | | | | | 2/21/2018 | 9,569 | 0 | 83.046 | 2/20/2028 | | | | | | | | 2/19/2019 | 10,516 | 0 | 90.785 | 2/18/2029 | | | | | | | | 2/19/2020 | 8,892 | 2,964 | 118.865 | 2/18/2030 | | | | | | | | 2/22/2021 | 5,618 | 5,619 | 117.530 | 2/21/2031 | | | | | | | | | | | | | 2/22/2021 | 1,419 | 268,858 | | | | | | | | | | 2/22/2021 | | | 4,256 | 806,384 | | | | | | | | 12/1/2021 | 6,024 | 1,141,367 | | | | | 2/23/2022 | 5,975 | 17,927 | 151.368 | 2/22/2032 | | | | | | | | | | | | | 2/23/2022 | | | 9,910 | 1,877,648 | | | 2/23/2023 | 0 | 20,872 | 164.145 | 2/22/2033 | | | | | | | | | | | | | 2/23/2023 | | | 10,662 | 2,020,129 |

  130. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | 61 | Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2024 Proxy Statement |

  131. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | EXECUTIVE COMPENSATION | (Continued) |

  132. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | (1) Represents vested and unvested stock options. The unvested stock options ratably vest and become exercisable in 25% increments on the first four anniversaries of the grant date. |

  133. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | (2) The following table provides the vesting schedule of the RSU awards that were not vested as of December 31, 2023. |

  134. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | Grant Date | Name of Executive | Vesting Schedule | | 2/22/2021 | Mr. South, Mr. Klisura | 100% vesting on February 28, 2024 | | 12/1/2021 | Mr. South, Mr. Klisura | 100% vesting on December 15, 2024 | | 1/1/2022 | Mr. Doyle | 100% vesting on January 15, 2025 |

  135. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | (3) Based on the closing price per share of the Company’s common stock on December 29, 2023 ($189.47), the last trading day of 2023. |

  136. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | (4) Represents the number of shares to be received in respect of PSU awards assuming the achievement of maximum performance for the 2021, 2022 and 2023 PSU awards. The PSU awards granted in February 2021 vested on February 28, 2024, and PSU awards granted in February 2022 and February 2023 will vest on February 28, 2025 and February 28, 2026, respectively, and will be paid in a number of shares of the Company’s common stock determined based on actual performance over the applicable three-year performance period. Our adjusted EPS growth rates as modified for executive compensation purposes for 2021, 2022 and 2023 were determined by the Compensation Committee in the first quarter after the end of the year. As of December 31, 2023, performance was tracking above target payout level for the 2021, 2022 and 2023 PSU awards. If the Company does not attain the maximum performance for the 2021, 2022 and 2023 PSU awards over the applicable three-year performance period, the number of shares received by the named executive officers upon settlement will be lower. The number of deliverable shares will range from 0% to 200% of the number of PSUs vested. See the “Performance Results for Our 2021 PSU Awards” section on page 47 of the Compensation Discussion and Analysis and the narrative following the “2023 Grants of Plan-Based Awards Table” above with respect to the 2023 PSU awards granted to the named executive officers. |

  137. 2023 OPTION EXERCISES AND STOCK VESTED TABLE

    2023 OPTION EXERCISES AND STOCK VESTED TABLE The following table provides certain information concerning (i) stock options exercised by the named executive officers in 2023 and (ii) other stock awards held by the named executive officers that vested or were earned in 2023.

  138. 2023 OPTION EXERCISES AND STOCK VESTED TABLE

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) (1) | Number of Shares Acquired on Vesting (#) (2) | Value Realized on Vesting ($) (3) | | John Q. Doyle | 0 | 0 | 26,922 | 4,383,709 | | Mark C. McGivney | 70,106 | 6,642,032 | 23,558 | 3,835,949 | | Martin C. South | 0 | 0 | 7,171 | 1,167,654 | | Martine Ferland | 0 | 0 | 16,826 | 2,739,778 | | Dean M. Klisura | 12,976 | 1,750,218 | 7,029 | 1,144,532 |

  139. 2023 OPTION EXERCISES AND STOCK VESTED TABLE

    | (1) Based on the difference between the market price of the underlying shares of the Company’s common stock on the date of exercise and the exercise price of the stock options. |

  140. 2023 OPTION EXERCISES AND STOCK VESTED TABLE

    | (2) Includes distribution of shares of the Company’s common stock in connection with 2020 PSU awards that vested in 2023 and paid out at 200% of target based on Company performance (Mr. Doyle—26,922 shares, Mr. McGivney—23,558 shares, Mr. South—4,208 shares, Ms. Ferland—16,826 shares and Mr. Klisura—4,208 shares). |

  141. 2023 OPTION EXERCISES AND STOCK VESTED TABLE

    | (3) Based on the average of the high and low trading prices of a share of the Company’s common stock on the trading date immediately preceding the award vesting date. |

  142. DEFINED BENEFIT RETIREMENT PROGRAM

    DEFINED BENEFIT RETIREMENT PROGRAM The Company discontinued future service accruals effective December 31, 2016 in the tax-qualified Marsh & McLennan Companies Retirement Plan, the nonqualified Benefit Equalization Plan and the nonqualified Supplemental Retirement Plan (collectively, the “United States Defined Benefit Retirement Program”). The Benefit Equalization Plan is a restoration plan that provides those participants subject to certain Internal Revenue Code limitations with retirement benefits on a comparable basis to those provided to employees who are not subject to such limitations. The Supplemental Retirement Plan provides for an enhanced benefit for a select group of highly compensated employees. Mr. McGivney and Mr. Klisura participate in the United States Defined Benefit Retirement Program. Mr. Doyle, Mr. South and Ms. Ferland are not eligible to participate in the United States Defined Benefit Retirement Program because they did not meet the eligibility requirements to join the retirement program prior to December 31, 2016.

  143. DEFINED BENEFIT RETIREMENT PROGRAM

    | Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2024 Proxy Statement | 62 |

  144. DEFINED BENEFIT RETIREMENT PROGRAM

    | EXECUTIVE COMPENSATION | (Continued) |

  145. DEFINED BENEFIT RETIREMENT PROGRAM

    For participants who are eligible for these plans, annual benefits payable at age 65 in the form of a single-life annuity are determined generally by the following formula:

  146. DEFINED BENEFIT RETIREMENT PROGRAM

    | • | 2.0% of eligible salary for each of the first 25 years of eligible benefit service through December 31, 2016; plus |

  147. DEFINED BENEFIT RETIREMENT PROGRAM

    | • | 1.6% of eligible salary for each of the next five years of eligible benefit service through December 31, 2016; plus |

  148. DEFINED BENEFIT RETIREMENT PROGRAM

    | • | 1.0% of eligible salary for each year of eligible benefit service over 30 years through December 31, 2016. |

  149. DEFINED BENEFIT RETIREMENT PROGRAM

    The above sum is reduced by an amount representing a portion of the participant’s estimated Social Security benefit. Participants who are at least age 65 are eligible for normal retirement benefits and participants who have attained five years of vesting service and are at least age 55 are eligible for early retirement benefits. Of the named executive officers, Mr. McGivney and Mr. Klisura are eligible for early retirement benefits. Benefits under the United States Defined Benefit Retirement Program vest upon the earliest of (i) a participant’s attainment of five years of vesting service, (ii) attainment of age 65 or (iii) a change in control of the Company. Mr. McGivney and Mr. Klisura currently have a vested benefit under the United States Defined Benefit Retirement Program. The present value of the accumulated pension benefits of the named executive officers who participate in these plans as of the end of 2023, as well as other information about each of our defined benefit retirement plans, is reported in the table below. Assumptions used in the calculation of these amounts, other than retirement age, are included in footnote 8 to the Company’s audited financial statements for the fiscal year ended December 31, 2023, included in the Company’s Annual Report on Form 10-K filed with the SEC on February 12, 2024. The assumed retirement age used for purposes of this table is 65 years for all named executive officers who participate in these plans. Benefits under the tax-qualified Marsh & McLennan Companies Retirement Plan are generally paid as a monthly annuity for the life of the retiree and his or her designated survivor, if the participant has elected to be paid on a joint and survivor basis. The Company’s policy for funding its obligation under the tax-qualified plan is to contribute amounts at least sufficient to meet the funding requirements set forth in applicable law. The Company is not required to, and does not, fund any of its obligations to the named executive officers who participate in these plans under any of its nonqualified defined benefit retirement plans.

  150. UK DEFINED BENEFIT RETIREMENT PROGRAM

    UK DEFINED BENEFIT RETIREMENT PROGRAM The Company discontinued service accruals effective August 1, 2014 in the tax-qualified Marsh & McLennan Companies UK Pension Fund (the “UK Pension Fund”). Ms. Ferland participated in the Mercer Section of the United Kingdom defined benefit retirement program prior to August 1, 2014 based on the standard defined benefit terms available to participants since April 1, 2006. For those participants who are eligible for the plan, annual benefits are payable at age 65 in the form of a single-life annuity, with an attaching 60% benefit payable to a surviving dependent, and are determined generally by the following formula:

  151. UK DEFINED BENEFIT RETIREMENT PROGRAM

    | • | 1.67% of eligible salary for each year of eligible benefit service through July 31, 2014, with accrued pension in each year subject to a cost of living adjustment based on UK price inflation as measured by the Retail Prices Index, up to a maximum of 5% per annum while the participant remains an employee, unless they opt out. Ms. Ferland opted out on December 31, 2018 and consequently the cost of living adjustment reduced to UK price inflation as measured by the Consumer Prices Index, up to a maximum of 5% per annum for benefits accrued before April 1, 2010 (2.5% per annum for benefits accrued after April 1, 2010). |

  152. UK DEFINED BENEFIT RETIREMENT PROGRAM

    Participants who are at least age 65 are eligible for normal retirement benefits and participants who have attained three months of vesting service and are at least age 55 are eligible for early retirement benefits, subject to actuarial reduction for early payment. Ms. Ferland is eligible for an early retirement benefit. Benefits under the retirement program vest upon a participant’s attainment of three months of vesting service. Ms. Ferland currently has a vested benefit under the retirement program.

  153. UK DEFINED BENEFIT RETIREMENT PROGRAM

    | 63 | Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2024 Proxy Statement |

  154. UK DEFINED BENEFIT RETIREMENT PROGRAM

    | EXECUTIVE COMPENSATION | (Continued) |

  155. PENSION BENEFITS TABLE FOR 2023

    PENSION BENEFITS TABLE FOR 2023

  156. PENSION BENEFITS TABLE FOR 2023

    | Name | Plan Name | Number of Years Credited Service (#) (1) | Present Value of Accumulated Benefit ($) (2) | Payments During Last Fiscal Year ($) | | John Q. Doyle | None | | | | | Mark C. McGivney (3) | Qualified Retirement Plan | 9.7 | 272,724 | 0 | | | Benefit Equalization Plan | 9.7 | 271,240 | 0 | | | Supplemental Retirement Plan | 9.7 | 114,264 | 0 | | | Total | | 658,228 | 0 | | Martin C. South | None | | | | | Martine Ferland (3) | UK Pension Fund | 3.0 | 254,219 | 0 | | Dean M. Klisura (3) | Qualified Retirement Plan | 23.9 | 737,118 | 0 | | | Benefit Equalization Plan | 23.9 | 403,225 | 0 | | | Supplemental Retirement Plan | 23.9 | 201,482 | 0 | | | Total | | 1,341,825 | 0 |

  157. PENSION BENEFITS TABLE FOR 2023

    | (1) Represents years of benefit accrual service as of December 31, 2016. |

  158. PENSION BENEFITS TABLE FOR 2023

    | (2) Assumptions used in the calculation of these amounts, other than retirement age, which has been assumed for purposes of this table to be 65 years for all of the named executive officers, are included in footnote 8 to the Company’s audited financial statements for the fiscal year ended December 31, 2023, included in the Company’s Annual Report on Form 10-K filed with the SEC on February 12, 2024. The U.S. Retirement Program provides a survivor benefit, in the form of a monthly annuity, to a qualifying spouse or domestic partner upon the death of a vested participant. The present value of this survivor benefit in the event of death on December 31, 2023 was $612,304 for Mr. McGivney and $981,624 for Mr. Klisura. The total amounts reported in this column may not equal the sum of amounts reflected due to rounding to the nearest whole dollar as required by SEC rules. |

  159. PENSION BENEFITS TABLE FOR 2023

    | For the UK Pension Fund, the calculation of the pension benefits is based on U.S. GAAP single equivalent financial assumptions and demographic assumptions (excluding pre-retirement mortality) for the fiscal year ended December 31, 2023. The pension provided is in line with the Rules of the Mercer Section of the UK Pension Fund and the member is not entitled to any member specific pension enhancements. The UK Pension Fund provides a survivor benefit payable on the death of the member in retirement. This is 60% of the member’s pension at date of death plus if death occurs within the first five years, the balance of pension payments in those five years. The present value of this survivor benefit in the event of death on December 31, 2023 was $157,137 for Ms. Ferland. These amounts have been converted from British pounds into U.S. dollars at the average currency exchange rate for 2023 used by the Company for financial reporting purposes in accordance with U.S. GAAP (£1 = $1.24369613). |

  160. PENSION BENEFITS TABLE FOR 2023

    | (3) Mr. McGivney, Ms. Ferland and Mr. Klisura are eligible for an early retirement benefit. Their early retirement benefits are separately quantified in the table included in the “Potential Payments Upon Termination or Change in Control” section on page 65. |

  161. 2023 NONQUALIFIED DEFERRED COMPENSATION TABLE

    2023 NONQUALIFIED DEFERRED COMPENSATION TABLE The Company maintains the Supplemental Savings & Investment Plan (the “SSIP”), a nonqualified deferred compensation plan that coordinates with the Company’s 401(k) Savings & Investment Plan to give eligible participants the opportunity to defer compensation on a pre-tax basis in addition to what is allowed under the tax-qualified plan. Under the SSIP, selected participants who have reached any one of the limitations set forth in the Internal Revenue Code under the Company’s 401(k) Savings & Investment Plan may, at their election, defer up to 30% of their base salary and notionally invest this amount in any or all of the plan’s notional investment alternatives. These alternatives consist of a variety of mutual funds and units of the Company’s common stock. Participants in the SSIP may change their investment elections at any time, both as to future deferrals and existing balances; however, once a participant notionally invests an amount in units of the Company’s common stock, that amount cannot be reallocated to any other notional investment. After a participant completes one year of service with the Company, the Company provides matching credits at the same rate as the Company’s 401(k) Savings & Investment Plan. Effective January 1, 2017, eligible participants who are employed by an eligible participating company and have completed one year of service receive a 4% fixed company credit with respect to their base salary over the Internal Revenue Service limit on compensation that may be considered under the Company’s 401(k) Savings & Investment Plan, whether or not they elect to make employee deferrals to the SSIP. Participants are not permitted to make withdrawals from their accounts while they are employed by the Company. Participants are generally entitled to payment of their accounts after their employment ends, including upon retirement, death or disability in a lump sum or annual installments over 2 to 15 years.

  162. 2023 NONQUALIFIED DEFERRED COMPENSATION TABLE

    | Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2024 Proxy Statement | 64 |

  163. 2023 NONQUALIFIED DEFERRED COMPENSATION TABLE

    | EXECUTIVE COMPENSATION | (Continued) |

  164. 2023 NONQUALIFIED DEFERRED COMPENSATION TABLE

    All of the named executive officers were eligible to participate in the SSIP in 2023.

  165. 2023 NONQUALIFIED DEFERRED COMPENSATION TABLE

    | Name | Executive Contributions in Last Fiscal Year ($) | Registrant Contributions in Last Fiscal Year ($) (1) | Aggregate Earnings in Last Fiscal Year ($) (2) | Aggregate Withdrawals or Distributions ($) | Aggregate Balance at Last Fiscal Year End ($) | | John Q. Doyle | 66,000 | 75,633 | 97,598 | 0 | 786,390 | | Mark C. McGivney | 28,200 | 32,900 | 258,863 | 0 | 1,338,670 | | Martin C. South | 70,000 | 47,634 | 37,430 | 0 | 347,028 | | Martine Ferland | 42,000 | 47,634 | 41,949 | 0 | 363,937 | | Dean M. Klisura | 28,200 | 32,900 | 241,623 | 0 | 1,307,523 |

  166. 2023 NONQUALIFIED DEFERRED COMPENSATION TABLE

    | (1) Amounts reported in this column are also reported in the “All Other Compensation” column in the “2023 Summary Compensation Table” on page 56. |

  167. 2023 NONQUALIFIED DEFERRED COMPENSATION TABLE

    | (2) Aggregate earnings are based upon the performance of a variety of mutual funds and shares of the Company’s common stock. Because these earnings are based upon actual market performance, they are not considered above-market or preferential for purposes of SEC rules. Therefore, none of the amounts reported in this column are reportable in the “2023 Summary Compensation Table” on page 56. |

  168. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The following table sets forth the estimated payments and benefits to be provided to the named executive officers in the event of the specified terminations of employment, including following a change in control of the Company. In accordance with SEC rules, this table assumes that the relevant triggering event occurred on December 29, 2023, the last business day of the last completed fiscal year, and that the market price of the Company’s common stock was the closing stock price as of December 29, 2023 ($189.47 per share), the last trading day of 2023. The employment letter for each named executive officer provides that he/she will participate in the Company’s Senior Executive Severance Pay Plan. In general, the Senior Executive Severance Pay Plan provides for cash severance in the event of an involuntary termination of employment without “cause” (as described in “Termination of Employment” below) or, within the two-year period following a change in control of the Company, either by the successor entity without cause or by the participant for a termination of employment for “good reason” (as described in “Termination of Employment” below). In addition, each such named executive officer is eligible for specified payments and benefits upon death or “disability” (as described in “Termination of Employment” below). Cash severance under the Senior Executive Severance Pay Plan is paid in a lump sum equal to:

  169. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | • | one times annual base salary; |

  170. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | • | one times the average of the annual bonuses paid to the participant for each of the three prior calendar years; and |

  171. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | • | a pro-rata bonus for the year of termination. |

  172. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    The Senior Executive Severance Pay Plan also provides 12 months of outplacement services and continued medical and dental coverage for 12 months at active employee rates. Severance payments and benefits are conditioned on a participant having executed a waiver and release of claims in favor of the Company (including restrictive covenants). The cash severance amounts included in the following table reflect the employment arrangements in effect on December 31, 2023. The terms and conditions of equity-based awards provide for full or pro-rata vesting in the event of death, disability and specified terminations of employment.

  173. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | 65 | Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2024 Proxy Statement |

  174. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | EXECUTIVE COMPENSATION | (Continued) |

  175. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    As of December 31, 2023, Mr. McGivney and Mr. Klisura were eligible to commence benefit payments under the Company’s United States Defined Benefit Retirement Program, and Ms. Ferland was eligible to commence benefit payments under the UK Pension Fund upon an early retirement.

  176. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Name | Termination Reason | Total Cash Payment ($) (1) | Unvested Stock Awards ($) (2) | Unvested Option Awards ($) (2) | Accumulated Dividend Equivalents on Outstanding Stock Units ($) | Welfare and Retirement Benefits ($) (3) (4) (5) | Total ($) (6) | | John Q. Doyle | Involuntary termination without cause | 12,033,333 | 12,471,863 | 4,087,845 | 300,236 | 18,667 | 28,911,943 | | | Involuntary termination without cause or termination for good reason following a change in control | 9,533,333 | 17,986,387 | 9,261,973 | 394,654 | 18,667 | 37,195,014 | | | Death | 3,500,000 | 17,986,387 | 9,261,973 | 394,654 | 0 | 31,143,014 | | | Disability | 3,500,000 | 23,944,461 | 9,261,973 | 457,859 | 0 | 37,164,293 | | | Retirement | 0 | 11,754,719 | 4,087,845 | 281,882 | 0 | 16,124,445 | | Mark C. McGivney | Involuntary termination without cause | 6,150,000 | 8,129,968 | 3,597,142 | 222,319 | 21,163 | 18,120,592 | | | Involuntary termination without cause or termination for good reason following a change in control | 4,750,000 | 10,838,252 | 6,088,922 | 276,147 | 21,163 | 21,974,484 | | | Death | 1,600,000 | 10,838,252 | 6,088,922 | 276,147 | 0 | 18,803,322 | | | Disability | 1,600,000 | 12,636,512 | 6,088,922 | 295,223 | 0 | 20,620,658 | | | Retirement | 0 | 8,129,968 | 3,597,142 | 222,319 | 0 | 11,949,429 | | Martin C. South | Involuntary termination without cause | 7,241,667 | 4,640,689 | 653,934 | 109,947 | 5,121 | 12,651,359 | | | Involuntary termination without cause or termination for good reason following a change in control | 5,566,667 | 7,011,716 | 2,607,887 | 156,866 | 5,121 | 15,348,257 | | | Death | 2,250,000 | 7,011,716 | 2,607,887 | 156,866 | 0 | 12,026,469 | | | Disability | 2,250,000 | 8,461,162 | 2,607,887 | 172,241 | 0 | 13,491,290 | | | Retirement | 0 | 3,859,125 | 653,934 | 89,943 | 0 | 4,603,003 | | Martine Ferland | Involuntary termination without cause | 7,450,000 | 9,687,980 | 4,700,983 | 225,406 | 15,024 | 22,079,392 | | | Involuntary termination without cause or termination for good reason following a change in control | 5,800,000 | 8,499,624 | 4,700,983 | 217,589 | 15,024 | 19,233,219 | | | Death | 2,000,000 | 8,499,624 | 4,700,983 | 217,589 | 0 | 15,418,196 | | | Disability | 2,000,000 | 9,895,260 | 4,700,983 | 232,394 | 0 | 16,828,636 | | | Retirement | 0 | 9,687,980 | 4,700,983 | 225,406 | 0 | 14,614,369 | | Dean M. Klisura | Involuntary termination without cause | 6,516,667 | 3,474,311 | 613,504 | 85,904 | 15,965 | 10,706,352 | | | Involuntary termination without cause or termination for good reason following a change in control | 4,816,667 | 5,104,322 | 1,825,142 | 118,928 | 15,965 | 11,881,024 | | | Death | 1,750,000 | 5,104,322 | 1,825,142 | 118,928 | 0 | 8,798,392 | | | Disability | 1,750,000 | 6,043,714 | 1,825,142 | 128,893 | 0 | 9,747,750 | | | Retirement | 0 | 2,692,748 | 613,504 | 65,900 | 0 | 3,372,152 |

  177. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2024 Proxy Statement | 66 |

  178. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | EXECUTIVE COMPENSATION | (Continued) |

  179. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | (1) The following table sets forth the calculation of amounts shown in the “Total Cash Payment” column of the table above. For purposes of this calculation, because this table assumes that termination of employment occurs at year-end, the amount shown in the “Pro-Rata Bonus” column of the table below is equal to the individual’s actual or target bonus for the entire year. |

  180. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Name | Termination Reason | Base Salary ($) | Average Bonus ($) | Total ($) | Severance Multiplier | Total Severance ($) (a) | Pro Rata Bonus ($) (b) | Total Cash Payment ($) (c) | | Mr. Doyle | Involuntary termination without cause | 1,400,000 | 4,633,333 | 6,033,333 | 1 | 6,033,333 | 6,000,000 | 12,033,333 | | | Involuntary termination without cause or termination for good reason following a change in control | 1,400,000 | 4,633,333 | 6,033,333 | 1 | 6,033,333 | 3,500,000 | 9,533,333 | | | Death | N/A | N/A | N/A | 0 | 0 | 3,500,000 | 3,500,000 | | | Disability | N/A | N/A | N/A | 0 | 0 | 3,500,000 | 3,500,000 | | | Retirement | N/A | N/A | N/A | 0 | 0 | 0 | 0 | | Mr. McGIvney | Involuntary termination without cause | 800,000 | 2,350,000 | 3,150,000 | 1 | 3,150,000 | 3,000,000 | 6,150,000 | | | Involuntary termination without cause or termination for good reason following a change in control | 800,000 | 2,350,000 | 3,150,000 | 1 | 3,150,000 | 1,600,000 | 4,750,000 | | | Death | N/A | N/A | N/A | 0 | 0 | 1,600,000 | 1,600,000 | | | Disability | N/A | N/A | N/A | 0 | 0 | 1,600,000 | 1,600,000 | | | Retirement | N/A | N/A | N/A | 0 | 0 | 0 | 0 | | Mr. South | Involuntary termination without cause | 1,000,000 | 2,316,667 | 3,316,667 | 1 | 3,316,667 | 3,925,000 | 7,241,667 | | | Involuntary termination without cause or termination for good reason following a change in control | 1,000,000 | 2,316,667 | 3,316,667 | 1 | 3,316,667 | 2,250,000 | 5,566,667 | | | Death | N/A | N/A | N/A | 0 | 0 | 2,250,000 | 2,250,000 | | | Disability | N/A | N/A | N/A | 0 | 0 | 2,250,000 | 2,250,000 | | | Retirement | N/A | N/A | N/A | 0 | 0 | 0 | 0 | | Ms. Ferland | Involuntary termination without cause | 1,000,000 | 2,800,000 | 3,800,000 | 1 | 3,800,000 | 3,650,000 | 7,450,000 | | | Involuntary termination without cause or termination for good reason following a change in control | 1,000,000 | 2,800,000 | 3,800,000 | 1 | 3,800,000 | 2,000,000 | 5,800,000 | | | Death | N/A | N/A | N/A | 0 | 0 | 2,000,000 | 2,000,000 | | | Disability | N/A | N/A | N/A | 0 | 0 | 2,000,000 | 2,000,000 | | | Retirement | N/A | N/A | N/A | 0 | 0 | 0 | 0 | | Mr. Klisura | Involuntary termination without cause | 800,000 | 2,266,667 | 3,066,667 | 1 | 3,066,667 | 3,450,000 | 6,516,667 | | | Involuntary termination without cause or termination for good reason following a change in control | 800,000 | 2,266,667 | 3,066,667 | 1 | 3,066,667 | 1,750,000 | 4,816,667 | | | Death | N/A | N/A | N/A | 0 | 0 | 1,750,000 | 1,750,000 | | | Disability | N/A | N/A | N/A | 0 | 0 | 1,750,000 | 1,750,000 | | | Retirement | N/A | N/A | N/A | 0 | 0 | 0 | 0 |

  181. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | a) | Reflects amounts payable by the Company in the form of a lump sum as soon as practicable following termination of employment, subject to the individual’s execution of a waiver and release of claims (including restrictive covenants) for the benefit of the Company. |

  182. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | b) | “Pro-Rata Bonus” amounts, if any, are payable by the Company at the same time annual bonuses for the applicable year are paid to the Company’s senior executives generally, subject to the individual’s execution of a waiver and release of claims (including restrictive covenants) for the benefit of the Company. |

  183. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | c) | Total amounts reported in this column may not equal the sum of amounts reflected in the preceding columns due to rounding to the nearest whole dollar as required by SEC rules. |

  184. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | (2) Reflects equity-based awards, with respect to the Company’s common stock, outstanding as of December 31, 2023. The values for 2021, 2022 and 2023 PSU awards depend on the termination reason. For certain events such as retirement (i.e., age and service vesting), the values are based on results as determined by the Compensation Committee and 8% EPS growth for the remaining years of the award period for each award. For events in which the vesting of equity-based awards accelerates, such as death, the values are based on performance for abbreviated award periods. For Ms. Ferland, the amount reported in this column for early retirement reflects the assumption that she would have qualified for EU retirement treatment of her equity-based awards that were granted while she was located in the UK. |

  185. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | (3) Each of the named executive officers is eligible to continue receiving Company-sponsored health insurance for 12 months following certain terminations of employment. To receive such benefits, a named executive officer is required to contribute at the same level as similarly situated active employees. Each of the named executive officers is eligible to receive outplacement services for a period of 12 months. |

  186. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | (4) The amounts reported in this column, where applicable, include the Company’s 401(k) Savings & Investment Plan matching contributions made by the Company that would vest in the event of death or permanent disability (as defined the Company’s Long-Term Disability Plan). |

  187. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | (5) Mr. McGivney and Mr. Klisura are eligible for early retirement, as indicated in the “Defined Benefit Retirement Program” section on page 62. If Mr. McGivney had retired from the Company effective December 31, 2023, the present value of his accumulated pension benefits would have been $686,023. If Mr. Klisura had retired from the Company effective December 31, 2023, the present value of his accumulated pension benefits would have been $1,565,146. In addition, Mr. McGivney and Mr. Klisura would have been entitled to payment of their account balances under the Company’s 401(k) Savings & Investment Plan and the SSIP. Ms. Ferland is eligible for early retirement, as indicated in the “Defined Benefit Retirement Program” section on page 62. If Ms. Ferland had retired from the Company effective December 31, 2023, the present value of her accumulated pension benefits would have been $253,119 converted from British pounds into U.S. dollars at the average currency exchange rate for 2023 used by the Company for financial reporting purposes in accordance with U.S. GAAP (£1 = $1.24369613). These amounts are not reflected in the total set forth in this column. Mr. Doyle, Mr. South and Ms. Ferland are not eligible to participate in the United States Defined Benefit Retirement Program because they did not meet the eligibility requirements to join the retirement program prior to December 31, 2016. |

  188. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | (6) Total amounts reported in this column may not equal the sum of amounts reflected in the preceding columns due to rounding to the nearest whole dollar as required by SEC rules. |

  189. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | 67 | Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2024 Proxy Statement |

  190. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | EXECUTIVE COMPENSATION | (Continued) |

  191. Termination of Employment

    | • | distributions of tax-qualified defined contribution plans and nonqualified deferred compensation plans (the nonqualified deferred compensation plans are described in the “2023 Nonqualified Deferred Compensation Table” section on page 64); and |

  192. B. Election of Directors

    B. Election of Directors

  193. B. Election of Directors

    | • | Annual Election of Directors. The Company’s charter provides for the annual election of directors. |

  194. B. Election of Directors

    | • | Majority Voting in Director Elections. The Company’s bylaws provide that in uncontested elections, director candidates must be elected by a majority of the votes cast. Each director candidate has previously tendered an irrevocable resignation that will be effective upon a director’s failure to receive the requisite votes and the Board’s acceptance of such resignation. |

  195. G. Compensation Practices

    | • | Compensation Structure for Independent Directors. The Company’s director compensation structure is transparent to investors and does not provide for meeting fees or retainers for non-chair committee membership. |

  196. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  197. Elements of Independent Director Compensation

    Elements of Independent Director Compensation

  198. Elements of Independent Director Compensation

    | | 2022 Board Compensation Year (June 1, 2022 - May 31, 2023) | 2023 Board Compensation Year (June 1, 2023 - May 31, 2024) | | Basic Annual Retainer for All Independent Directors | $130,000 | $140,000 | | Supplemental Annual Retainer for Independent Chair | $200,000 | Unchanged | | Supplemental Annual Retainer for Chair of Audit Committee | $25,000 | $30,000 | | Supplemental Annual Retainer for Chair of Compensation Committee | $25,000 | Unchanged | | Supplemental Annual Retainer for Chairs of Committees other than Audit and Compensation | $20,000 | Unchanged | | Annual Stock Grant for Independent Directors under the Company’s Directors’ Stock Compensation Plan | Number of shares having a grant date market value of $190,000 | Number of shares having a grant date market value of $200,000 | | Stock Ownership Guidelines | 5x Basic Annual Retainer | Unchanged |

  199. Elements of Independent Director Compensation

    The basic annual retainer and the supplemental retainers are paid quarterly for pay periods ending on August 15, November 15, February 15 and May 15. Under the terms of the Company’s Directors’ Stock Compensation Plan, independent directors may elect to receive these retainer amounts in cash, the Company’s common stock or a combination thereof and may defer receipt of all or a portion of any compensation to be paid in the form of the Company’s common stock until a specified future date. The annual stock grant is made on June 1st of each year. Independent directors are also eligible to participate in the Company’s matching-gift program for certain charitable gifts.

  200. 2023 INDEPENDENT DIRECTOR COMPENSATION

    2023 INDEPENDENT DIRECTOR COMPENSATION The table below indicates total compensation received by our independent directors for service on the Board and its committees during 2023:

  201. 2023 INDEPENDENT DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2) | All Other Compensation ($) (3) | Total ($) | | Anthony K. Anderson | 135,000 | 200,000 | — | 335,000 | | Hafize Gaye Erkan (4) | 75,652 | 200,000 | — | 275,652 | | Oscar Fanjul | 135,000 | 200,000 | — | 335,000 | | H. Edward Hanway | 335,000 | 200,000 | — | 535,000 | | Judith Hartmann | 87,528 | 200,000 | — | 287,528 | | Deborah C. Hopkins | 155,000 | 200,000 | — | 355,000 | | Tamara Ingram | 135,000 | 200,000 | — | 335,000 | | Jane H. Lute | 135,000 | 200,000 | — | 335,000 | | Steven A. Mills | 160,000 | 200,000 | — | 360,000 | | Bruce P. Nolop (5) | 162,500 | 200,000 | — | 362,500 | | Morton O. Schapiro | 155,000 | 200,000 | — | 355,000 | | Lloyd M. Yates | 155,000 | 200,000 | — | 355,000 | | R. David Yost (6) | 66,141 | — | — | 66,141 | | Raymond G. Young (5) | 87,528 | 200,000 | — | 287,528 |

  202. 2023 INDEPENDENT DIRECTOR COMPENSATION

    | (1) The amounts in this “Fees Earned or Paid in Cash” column reflect payments of the basic annual retainer and any supplemental retainer made during fiscal 2023, as set forth in more detail below. For fiscal 2023, independent directors received quarterly basic annual retainer payments of $32,500 in each of February and May 2023 ($65,000) and $35,000 in each of August and November 2023 ($70,000). The chair of the Audit Committee received payments of $6,250 in each of February and May 2023 ($12,500) and $7,500 in each of August and November 2023 ($15,000) for such service. The chair of the Compensation Committee received $25,000 for such service, the chairs of the |

  203. 2023 INDEPENDENT DIRECTOR COMPENSATION

    | 79 | Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2024 Proxy Statement |

  204. 2023 INDEPENDENT DIRECTOR COMPENSATION

    | ADDITIONAL INFORMATION | (Continued) |

  205. 2023 INDEPENDENT DIRECTOR COMPENSATION

    | Directors & Governance, Finance and ESG committees each received $20,000 for such service, and the Independent Chair received $200,000 for such service. The committee chairs compensated during fiscal 2023 were: Ms. Hopkins (Finance), Mr. Mills (Compensation), Mr. Nolop (Audit), Mr. Schapiro (Directors and Governance), and Mr. Yates (ESG). Committee members other than the chairs receive no additional compensation for service on a committee. |

  206. 2023 INDEPENDENT DIRECTOR COMPENSATION

    | | 2022 Board Compensation Year (June 1, 2022 - May 31, 2023) | | 2023 Board Compensation Year (June 1, 2023 - May 31, 2024) | | | | Fiscal 2023 Annual Retainers | February 2023 ($) | May 2023 ($) | August 2023 ($) | November 2023 ($) | Total ($) | | Basic Annual Retainer | 32,500 | 32,500 | 35,000 | 35,000 | 135,000 | | Supplemental Annual Retainer for Chair of Audit Committee | 6,250 | 6,250 | 7,500 | 7,500 | 27,500 | | Supplemental Annual Retainer for Chair of Compensation Committee | 6,250 | 6,250 | 6,250 | 6,250 | 25,000 | | Supplemental Annual Retainer for Chair of Directors & Governance, Finance and ESG Committees | 5,000 | 5,000 | 5,000 | 5,000 | 20,000 | | Supplemental Annual Retainer for Independent Chair | 50,000 | 50,000 | 50,000 | 50,000 | 200,000 |

  207. 2023 INDEPENDENT DIRECTOR COMPENSATION

    | Mr. Fanjul and Mr. Mills elected to receive their quarterly payments in the form of the Company’s common stock. Mr. Schapiro, Mr. Yates and Mr. Yost elected to receive their quarterly payments in the form of the Company’s common stock on a deferred basis. Ms. Lute, who had previously elected to receive 100% of her quarterly payments in cash, elected to receive 75% of her quarterly payments in the form of Company’s common stock on a deferred basis for the 2023-2024 Board Year. For fiscal 2023, Ms. Lute received 100% of her quarterly payments in cash in February and May 2023 ($65,000) and 75% of her quarterly payments in the form of the Company’s common stock on a deferred basis in August and November 2023 ($52,500). All of the other independent directors received these amounts in cash. |

  208. 2023 INDEPENDENT DIRECTOR COMPENSATION

    | (2) This column reflects the award of 1,157 shares of the Company’s common stock to each independent director on June 1, 2023. The shares awarded to each director had an aggregate grant date fair value of $200,000, based on a per share price of $173.18, which was the average of the high and low prices on May 31, 2023, the trading day immediately preceding the grant. The amounts shown in this column constitute the dollar amount recognized by the Company for financial statement reporting purposes for the fiscal year ended December 31, 2023, in accordance with FASB ASC Topic 718. Mr. Anderson, Ms. Hopkins, Ms. Ingram, Ms. Lute, Mr. Schapiro and Mr. Yates and elected to defer receipt of all of the shares awarded to them. |

  209. 2023 INDEPENDENT DIRECTOR COMPENSATION

    | As of December 31, 2023, the aggregate number of deferred shares held for the account of each current independent director who previously elected to defer shares was as follows: Mr. Anderson, 13,218 shares, Ms. Hopkins, 17,374 shares, Ms. Ingram, 5,548 shares, Ms. Lute, 4,074 shares, Mr. Schapiro, 81,606 shares, Mr. Yates, 6,838 shares and Mr. Yost, 39,420 shares. Dividend equivalents on these deferred shares are reinvested into additional deferred shares for the account of the independent director. |

  210. 2023 INDEPENDENT DIRECTOR COMPENSATION

    | (3) The Company maintains a matching gift program for colleagues and directors, pursuant to which the Company matches, on a dollar-for-dollar basis, certain charitable contributions. For 2023, the Company matched up to $1,000 per colleague or director. No charitable contributions were matched for directors in 2023. |

  211. 2023 INDEPENDENT DIRECTOR COMPENSATION

    | (4) Ms. Erkan resigned form the Board effective June 12, 2023 in connection with her appointment as Governor of the Central Bank of the Republic of Turkey. |

  212. 2023 INDEPENDENT DIRECTOR COMPENSATION

    | (5) Mr. Nolop and Mr. Young are not standing for re-election at the May 2024 annual meeting. |

  213. 2023 INDEPENDENT DIRECTOR COMPENSATION

    | (6) Mr. Yost retired from the Board effective as of the May 2023 annual meeting. |

  214. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE One of the key principles by which we govern our executive compensation program is to support a strong performance culture through short-term and long-term variable compensation. In 2023, performance-based compensation represented 83% or more of each of our named executive officers’ target total direct compensation. As a result of this weighting toward variable, performance-based compensation, the financial performance of the Company, including stock performance, plays an integral role in determining the compensation actually paid to each of our named executive officers each year.

  215. PAY VERSUS PERFORMANCE

    | | | | | | Value of Initial Fixed $100 Investment Based on | | | | | Fiscal Year (a) | Summary Compensation Table Total for PEO (1) (b) | Compensation Actually Paid to PEO (2) (c) | Average Summary Compensation Table Total for Non-PEO NEOs (1) (d) | Average Compensation Actually Paid to Non-PEO NEOs (2) (e) | Total Shareholder Return (3) (f) | Peer Group Total Shareholder Return (3) (g) | Net Income (h) | Adjusted EPS Growth as Further Adjusted for Executive Compensation Purposes (4) (i) | | 2023 | 19,054,956 | 31,181,865 | 7,172,630 | 11,156,213 | 257 | 175 | 3,756.0 | 18.8% | | 2022 | 30,924,435 | 23,167,779 | 8,088,411 | 8,272,370 | 221 | 157 | 3,050.0 | 14.6% | | 2021 | 21,519,703 | 89,772,223 | 6,997,689 | 21,130,889 | 229 | 175 | 3,143.0 | 20.5% | | 2020 | 19,695,980 | 19,045,490 | 6,256,705 | 5,992,046 | 152 | 130 | 2,016.0 | 7.5% |

  216. PAY VERSUS PERFORMANCE

    | (1) In 2023, John Q. Doyle was our Principal Executive Officer (PEO) and in 2020, 2021 and 2022, Daniel S. Glaser was our Principal Executive Officer. Our other NEOs consisted of (i) for 2020 and 2021: Mark C. McGivney, John Q. Doyle, Peter C. Hearn and Martine Ferland; (ii) for 2022: Mark C. McGivney, John Q. Doyle, Martin C. South and Martine Ferland and (iii) for 2023: Mark C. McGivney, Martin C. South, Martine Ferland and Dean M. Klisura. |

  217. PAY VERSUS PERFORMANCE

    | (2) Represents the amount of “Compensation Actually Paid” to our NEOs as computed in accordance with Item 402(v) or Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned or paid to our NEOs during the applicable year. The following tables show the amounts deducted from and added to the Summary Compensation Table total for the PEO and for the average Summary Compensation Table Total for non-PEO NEOs. The compensation actually paid shown for 2020 and 2022 differs from the numbers reported in our 2023 proxy statement in light of changes to the individuals in our non-PEO group in 2020 and 2022 and a related update in our calculation methodology for the change in fair value of prior year awards. |

  218. PAY VERSUS PERFORMANCE

    | PEO | | | | | | | Fiscal Year | PEO Summary Compensation Table (SCT) Total | Additions/ (Subtractions) for Fair Value of Equity Awards Granted during Fiscal Year Reported in SCT (a) | Additions/ (Subtractions) for Change in Pension Value Reported in SCT (a) | Adjustments to PEO Summary Compensation Table Total (b) | PEO Compensation Actually Paid | | 2023 | 19,054,956 | (11,325,102) | 0 | 23,452,011 | 31,181,865 | | 2022 | 30,924,435 | (21,613,490) | 0 | 13,856,834 | 23,167,779 | | 2021 | 21,519,703 | (12,778,669) | 0 | 81,031,189 | 89,772,223 | | 2020 | 19,695,980 | (11,927,984) | (394,740) | 11,672,235 | 19,045,490 |

  219. PAY VERSUS PERFORMANCE

    | Average Non-PEO NEOs | | | | | | | Fiscal Year | Average Non-PEO Summary Compensation Table (SCT) Total | Additions/ (Subtractions) for Fair Value of Equity Awards Granted during Fiscal Year Reported in SCT (a) | Additions/ (Subtractions) for Change in Pension Value Reported in SCT (a) | Adjustments to Average Non-PEO Summary Compensation Table Total (b) | Average Non-PEO Compensation Actually Paid | | 2023 | 7,172,630 | (2,652,800) | (29,056) | 6,665,439 | 11,156,213 | | 2022 | 8,088,411 | (3,308,939) | 0 | 3,492,898 | 8,272,370 | | 2021 | 6,997,689 | (2,709,151) | (641) | 16,842,992 | 21,130,889 | | 2020 | 6,256,705 | (2,541,224) | (53,245) | 2,329,810 | 5,992,046 |

  220. PAY VERSUS PERFORMANCE

    | (a) Includes the grant date fair value of stock awards and option awards, computed in accordance with FASB ASC Topic 718, as well as the aggregate change in the actuarial present value of the NEOs accumulated benefit under the Company’s defined benefit pension plans. |

  221. PAY VERSUS PERFORMANCE

    | (b) Includes the value of equity awards, calculated in accordance with Item 402(v) of Regulation S-K. The equity component of CAP is further detailed in the tables below for the Company’s PEO and average non-PEO NEOs, for fiscal year 2023. We did not report a service cost for the Company’s pension plans. |

  222. PAY VERSUS PERFORMANCE

    | Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2024 Proxy Statement | 82 |

  223. PAY VERSUS PERFORMANCE

    | ADDITIONAL INFORMATION | (Continued) |

  224. RELATIONSHIP BETWEEN “COMPENSATION ACTUALLY PAID” AND PERFORMANCE MEASURES

    RELATIONSHIP BETWEEN “COMPENSATION ACTUALLY PAID” AND PERFORMANCE MEASURES As described in the “Elements of Compensation” section on page 33 of the Compensation Discussion and Analysis, a significant portion of variable compensation paid to our Principal Executive Officer (PEO) and other NEOs is delivered in the form of equity-based awards. Thus, the compensation actually paid (CAP) to all of our NEOs depends on stockholder value creation through the Company’s future financial performance and the performance of our stock price. This linkage can be seen through the relationship between TSR and CAP from 2020 through 2023. The significant increase in TSR in 2021 corresponded with a similarly significant increase in CAP. The same is true for the increase in 2023 that corresponded with a similar increase in CAP. The decrease in TSR in 2022 corresponded with a decrease in CAP. The Company’s TSR in 2021 and 2022 outperformed the peer group but lagged in 2023. The same was true for the relationship between Net Income and CAP, as net operating income is a key component in the determination of bonuses under the Company’s annual bonus program for senior executives. The following charts illustrate the relationship between these performance measures and our CAP.

  225. RELATIONSHIP BETWEEN “COMPENSATION ACTUALLY PAID” AND PERFORMANCE MEASURES

    | COMPENSATION ACTUALLY PAID (CAP) | TSR VS. PEER GROUP | NET INCOME ($M) |

  226. RELATIONSHIP BETWEEN “COMPENSATION ACTUALLY PAID” AND PERFORMANCE MEASURES

    | 83 | Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2024 Proxy Statement |

  227. RELATIONSHIP BETWEEN “COMPENSATION ACTUALLY PAID” AND PERFORMANCE MEASURES

    | ADDITIONAL INFORMATION | (Continued) |

  228. RELATIONSHIP BETWEEN “COMPENSATION ACTUALLY PAID” AND PERFORMANCE MEASURES

    Nearly 92% (for our PEO) and 83% (for our other NEOs) of the elements of our total compensation at target are earned based, in part, on adjusted EPS growth, creating a strong relationship between EPS and CAP. The Company’s adjusted EPS as further adjusted for executive compensation purposes is the primary measure for determining the payout of our three-year PSU awards (along with our relative TSR modifier), from 0% to 200% of target. In addition, it is a multiplier in the annual bonus program for senior executives. Shares distributed in connection with PSU awards granted in 2017, 2018, 2019, 2020 and 2021 (and paid out after the end of the three-year performance period) equaled 168%, 110%, 195%, 200% and 200% of target, respectively, making the adjusted EPS measure a significant factor in the amount of and change in CAP. In addition, PSU awards granted in 2021, 2022, and 2023 were tracking at 200%, 200% and 188%, respectively, as of December 31, 2023 (based on actual results through 2023). The adjusted EPS multiplier in the annual bonus program for senior executives was 0.93x in 2020 and 1.30x in each of 2021, 2022 and 2023, making it another driver of the amount of and change in CAP for our PEO and other NEOs. This relationship is illustrated in the table below.

  229. CEO PAY RATIO

    CEO PAY RATIO The ratio of the annual total compensation for our CEO (Mr. Doyle) compared to the median of the annual total compensation of all of our employees (excluding our CEO) for 2023 is 274, as calculated in accordance with Item 402(u) of Regulation S-K. We believe this ratio to be a reasonable estimate, based upon the assumptions and adjustments described below. The ratio for 2023 is based on the annual total compensation of the Company’s median employee (excluding our CEO) and our CEO (as disclosed in the 2023 Summary Compensation Table in this proxy statement), as follows:

  230. CEO PAY RATIO

    | • Median employee: | $69,634 | | • CEO: | $19,054,956 |

  231. CEO PAY RATIO

    As permitted under SEC rules, the median employee that was used for purposes of calculating the ratio of the annual total compensation for our CEO compared to the median of the annual total compensation of all of our employees is the same employee that was identified for purposes of our fiscal year 2022 pay ratio disclosure. There has been no significant change in our employee population or employee compensation arrangements since fiscal year 2022 that we believe would materially impact our pay ratio disclosure. We calculated annual total compensation for that employee for 2023 using the same methodology used to calculate the amount reported for our named executive officers in the “Total” column of the 2023 Summary Compensation Table.