DEF 14A of Marsh & Mclennan Companies, Inc.

Filed Mar 28, 2025 · FY20240001193125-25-066228

Open on EDGAR

Board of Directors
Board of Directors
Board of Directors
| ✓ | Our newest director, Jan Siegmund, joined the Board in July 2024. |
Board of Directors
| ✓ | In accordance with the mandatory retirement provisions in our Governance Guidelines, the Board has determined that Oscar Fanjul, who has served on the Board since 2001, will not stand for re-election at the May 2025 annual meeting. |
Board of Directors
| ✓ | Our Chair of the Board is an independent director. |
Board of Directors
| ✓ | All of our directors are elected annually. |
Board of Directors
| ✓ | Our directors’ skills and areas of expertise are presented in a matrix on page 11. |
Board of Directors
| ✓ | Our Governance Guidelines articulate the Board’s responsibility, alongside management, for setting the “tone at the top” and overseeing management’s strategy to promote a culture of integrity throughout the Company. |
Board of Directors
| Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2025 Proxy Statement | 3 |
Election of Directors
Election of Directors
Election of Directors
| • | Annual Election of Directors. The Company’s charter provides for the annual election of directors. |
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. |
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. |
Election of Directors
Election of Directors At the 2025 annual meeting, stockholders will vote on the election of the eleven (11) nominees listed on the following page for a one-year term. As described under “Director Recruitment, Nomination and Succession Planning” on page 6, Mr. Siegmund joined the Board in July 2024, and he will appear on the ballot for the first time. In accordance with the mandatory retirement provisions in our Governance Guidelines, the Board has determined that Oscar Fanjul will not stand for re-election at the May 2025 annual meeting. The Board has nominated each of these individuals to serve until the 2026 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.
Election of Directors
| The Board of Directors Recommend That You Vote For All of The Director Nominees. | |
Election of Directors
| Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2025 Proxy Statement | 19 |
Election of Directors
| Name / Age | Director Since | Background | Independent | Other Public Company Boards | Committees | | Anthony K. Anderson, 69 | 2016 | Former Vice Chair and Midwest Area Managing Partner of Ernst & Young LLP | Yes | 2 | Audit (Chair) Business Responsibility | | John Q. Doyle, 61 | 2023 | President and Chief Executive Officer of Marsh McLennan | No | — | Executive Finance | | H. Edward Hanway, 73 | 2010 | Former Chairman and Chief Executive Officer of CIGNA Corporation | Yes | — | Compensation Directors and Governance Executive (Chair) Finance Business Responsibility | | Judith Hartmann, 55 | 2023 | Operating Partner, Sandbrook Capital, and Former Deputy CEO and Chief Financial Officer of ENGIE S.A. | Yes | 1 | Audit Finance Business Responsibility | | Deborah C. Hopkins, 70 | 2017 | Former Chief Executive Officer of Citi Ventures, Former Chief Innovation Officer of Citigroup | Yes | 2 | Directors and Governance Executive Finance (Chair) | | Tamara Ingram, 64 | 2019 | Former Global Chairman, Wunderman Thompson | Yes | 3 | Compensation Business Responsibility | | Jane H. Lute, 68 | 2020 | Strategic Director, SICPA North America | Yes | 2 | Audit Business Responsibility | | Steven A. Mills, 73 | 2011 | Former Executive Vice President of Software & Systems of International Business Machines Corporation (IBM) | Yes | — | Compensation (Chair) Directors and Governance Executive | | Morton O. Schapiro, 71 | 2002 | Executive Vice President and Senior Advisor of TWG Global and President Emeritus, Northwestern University | Yes | — | Compensation Directors and Governance (Chair) Executive | | Jan Siegmund, 60 | 2024 | Former Chief Financial Officer of Cognizant Technology Solutions and Corporate Vice President and Chief Financial Officer of Automatic Data Processing (ADP) | Yes | 1 | Audit | | Lloyd M. Yates, 64 | 2011 | President and Chief Executive Officer of NiSource Inc. | Yes | 1 | Business Responsibility (Chair) Finance |
Election of Directors
| 20 | Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2025 Proxy Statement |
Election of Directors
| Anthony K. Anderson | | | | | Director Since: 2016 Age: 69 Other Public Company Boards: AAR Corp. Exelon Corporation Past Five Years: Avery Dennison Corporation | Committees: Audit (Chair) Business Responsibility Key Skills and Experience: Leadership Financial Industry Business Responsibility Risk Management |
Election of Directors
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. 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 a former director of Avery Dennison Corporation, Exelon Corporation, AAR Corporation and First American Financial Corporation. Qualifications: We believe Mr. Anderson’s qualifications to serve on our Board of Directors 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.
Election of Directors
| John Q. Doyle | | | | | Director Since: 2023 Age: 61 Other Public Company Boards: N/A | Committees: Executive Finance Key Skills and Experience: Leadership Financial Industry International Risk Management |
Election of Directors
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 Trustee of the Inner-City Scholarship Fund, 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 and a member of the Board of the New York Police and Fire Widows’ and Children’s Benefit Fund. 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.
Election of Directors
| Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2025 Proxy Statement | 21 |
Election of Directors
| H. Edward Hanway | | | | | Director Since: 2010 Age: 73 Other Public Company Boards: N/A | Committees: Compensation Directors and Governance Executive (Chair) Finance Business Responsibility Key Skills and Experience: Leadership Financial Industry International Government Relations & Regulatory |
Election of Directors
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 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.
Election of Directors
| Judith Hartmann | | | | | Director Since: 2023 Age: 55 Other Public Company Boards: Ørsted A/S (Expected April 2025) Past five years: Suez S.A. Unilever PLC | Committees: Audit Finance Business Responsibility Key Skills and Experience: Leadership Financial International Business Responsibility Risk Management |
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 UK/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 US, 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 is expected to serve on the Board of Directors of Ørsted A/S, effective as of April 3, 2025, and was a Non-Executive Director of Unilever, Suez, Electrabel, International Power, RTL Group, Penguin Random House and Gruner + Jahr. She holds a PhD 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.
Election of Directors
| 22 | Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2025 Proxy Statement |
Election of Directors
| Deborah C. Hopkins | | | | | Director Since: 2017 Age: 70 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 Business Responsibility Risk Management |
Election of Directors
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.
Election of Directors
| Tamara Ingram | | | | | Director Since: 2019 Age: 64 Other Public Company Boards: Intertek plc Marks & Spencer plc Reckitt Benckiser Group plc Past Five Years: Serco Group plc | Committees: Compensation Business Responsibility Key Skills and Experience: Leadership International Technology & Cybersecurity Business Responsibility Government Relations & Regulatory |
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 sustainability experience from serving as a director on other public company boards.
Election of Directors
| Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2025 Proxy Statement | 23 |
Election of Directors
| Jane H. Lute | | | | | Director Since: 2020 Age: 68 Other Public Company Boards: Union Pacific Corporation Shell plc Past Five Years: Atlas Air Worldwide | Committees: Audit Business Responsibility Key Skills and Experience: Leadership International Technology & Cybersecurity Government Relations & Regulatory Risk Management |
Election of Directors
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 protects the integrity and value of products, processes, and documents, including most of the world’s banknotes. Ms. Lute also served as Special Advisor to the Secretary-General of the United Nations, where she has held several positions in peacekeeping, peace building and political affairs. 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 serving in Europe, Desert Storm, as well as 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.
Election of Directors
| Steven A. Mills | | | | | Director Since: 2011 Age: 73 Other Public Company Boards: N/A | Committees: Compensation (Chair) Directors and Governance Executive Key Skills and Experience: Leadership Financial Industry International Technology & Cybersecurity |
Election of Directors
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 significant 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.
Election of Directors
| 24 | Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2025 Proxy Statement |
Election of Directors
| Morton O. Schapiro | | | | | Director Since: 2002 Age: 71 Other Public Company Boards: N/A | Committees: Compensation Directors and Governance (Chair) Executive Key Skills and Experience: Leadership Financial International Business Responsibility Risk Management |
Election of Directors
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.
Election of Directors
| Jan Siegmund | | | | | Director Since: 2024 Age: 60 Other Public Company Boards: Western Union | Committees: Audit Key Skills and Experience: Leadership Financial International Government Relations & Regulatory Risk Management |
Election of Directors
Business Experience: Mr. Siegmund served as Chief Financial Officer of Cognizant Technology Solutions, a professional services company, before retiring in early 2024. Prior to that, he was Corporate Vice President and Chief Financial Officer of Automatic Data Processing (ADP), a global provider of cloud-based human capital management solutions. He joined ADP in 1999 and worked in various roles of increasing responsibility at the company including President, Added Value Services, and Chief Strategy Officer from 2009 to 2012. Mr. Siegmund also serves on the Board of Directors of Western Union. Qualifications: We believe Mr. Siegmund’s qualifications to serve on our Board of Directors include his extensive experience finance and leadership positions at multinational companies, overseeing the preparation of audited financial statements, his familiarity with internal financial controls and his corporate governance experience from serving on another public company board.
Election of Directors
| Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2025 Proxy Statement | 25 |
Election of Directors
| Lloyd M. Yates | | | | | Director Since: 2011 Age: 64 Other Public Company Boards: NiSource Inc. Past Five Years: American Water Works Company Sonoco Products Company | Committees: Business Responsibility (Chair) Finance Key Skills and Experience: Leadership Financial Business Responsibility Government Relations & Regulatory Risk Management |
Election of Directors
Business Experience: Mr. Yates is the President and Chief Executive Officer of NiSource Inc., a position he has held since 2022. 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 40 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 Business Responsibility 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 sustainability experience from serving as a director on other public company boards.
Election of Directors
| 26 | Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2025 Proxy Statement |
Election of Directors
Executive Compensation
2024 Highlights
| Executive Compensation | • In February 2025, the Compensation Committee assessed management’s performance against our 2024 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 14.6%* for our 2022 performance stock unit (“PSU”) awards. This was above our 8% target and 12% maximum for the awards, resulting in the maximum payout at 200% of target. In addition, our three-year TSR was at the 65th percentile versus S&P 500 constituents*, which resulted in a 1.15x relative TSR modifier; however, the modifier had no impact on the actual payout of awards since it was capped at the maximum 200% of target based on our adjusted EPS growth. * Please see “Definitions of Financial Performance Measures” on page 48 for information about the calculation of adjusted EPS growth and TSR for our PSU awards. |
2024 and 2025 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 | 2/18/2025 | $1,500,000 | $6,500,000 | $16,750,000 | $24,750,000 | | | 2/22/2024 | $1,500,000 | $6,000,000 | $13,750,000 | $21,250,000 | | | Change | 0% | +8% | +22% | +16% | | Mr. McGivney | 2/18/2025 | $1,000,000 | $3,300,000 | $3,600,000 | $7,900,000 | | | 2/22/2024 | $1,000,000 | $3,000,000 | $3,450,000 | $7,450,000 | | | Change | 0% | +10% | +4% | +6% | | Mr. South | 2/18/2025 | $1,000,000 | $4,250,000 | $3,200,000 | $8,450,000 | | | 2/22/2024 | $1,000,000 | $3,925,000 | $2,800,000 | $7,725,000 | | | Change | 0% | +8% | +14% | +9% | | Mr. Tomlinson | 2/18/2025 | $900,000 | $3,100,000 | $2,300,000 | $6,300,000 | | Mr. Klisura | 2/18/2025 | $900,000 | $3,800,000 | $2,000,000 | $6,700,000 | | | 2/22/2024 | $800,000 | $3,450,000 | $1,800,000 | $6,050,000 | | | Change | 13% | +10% | +11% | +11% |
2024 and 2025 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. |
Key Executive Compensation Policies and Practices
| Stockholder-Aligned Executive Compensation Program | ✓ Our senior executives have a high percentage of variable (“at risk”) pay. In 2024, at-risk pay represented approximately 93% of our CEO’s target total direct compensation and, on average, approximately 83% of our other NEOs’ target total direct compensation. ✓ Long-term incentive compensation for our senior executives is delivered in stock options and PSU awards, the value of which depends on stock price appreciation or achievement of specific Company financial objectives and the Company’s relative TSR versus S&P 500 constituents. ✓ We generally mitigate the potential dilutive effect of equity-based awards through our share repurchase program. ✓ The Compensation Committee has engaged an independent compensation consultant. |
Key Executive Compensation Policies and Practices
| Severance and Change in Control | ✓ Severance protections for our senior executives, including our CEO, are at a 1x multiple of base salary and annual bonus, with a pro-rata bonus for the year of termination. Further, we are required as a matter of policy to obtain stockholder approval for severance agreements with certain senior executives if they provide for cash severance that exceeds 2.99x the executive’s base salary and three-year average annual bonus award. ✓ We provide “double-trigger” vesting of equity-based awards and payment of severance benefits following a change in control of the Company. ✓ We do not provide golden parachute excise tax payments, reimbursements or “gross-ups” in connection with a change in control of the Company. |
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 performance 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 2024 are set forth in “Determination of 2024 Annual Bonuses” on page 43. | | 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. |
Annual Bonus
Annual Bonus The Compensation Committee determined the 2024 annual bonus awards for our named executive officers using the following framework:
Annual Bonus
| Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2025 Proxy Statement | 37 |
Annual Bonus
The Compensation Committee established the annual bonus framework and rigorous financial performance targets for the performance metrics in early 2024. In 2024, the Compensation Committee made the following increases to target annual bonuses:
Annual Bonus
| • | Mr. Doyle from $3,500,000 to $3,750,000; |
Annual Bonus
| • | Mr. McGivney from $1,600,000 to $1,750,000; |
Annual Bonus
| • | Mr. South from $2,250,000 to $2,300,000; and |
Annual Bonus
| • | Mr. Klisura from $1,750,000 to $1,900,000. |
Annual Bonus
The Compensation Committee determined that these increases in target annual bonus opportunity were appropriate based on a review of the competitive market and their performance. The competition for talented executives in our industry remains intense. Further, our success has made our senior executives more appealing as candidates for employment with other companies, and we believe that these market conditions, together with their strong performance, require our targets to be set competitively. In addition, the Compensation Committee set Mr. Tomlinson’s target annual bonus at $1,900,000 upon his appointment as President and Chief Executive Officer of Mercer. In determining 2024 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. Actual bonus payments are capped at 200% of target, which the Committee believes limits the incentive for excessive risk-taking.
Financial and Strategic Performance Measures
Financial and Strategic Performance Measures The Compensation Committee selected the following measures and weightings for the 2024 annual bonus awards:
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 | | Business net operating income | | | | Chief Executive Officers | 80% | | 20% | |
Financial and Strategic Performance Measures
The financial performance measure used for Company and business net operating income in the 2024 annual bonus framework is defined in “Definitions of Financial Performance Measures” on page 48.
Financial and Strategic Performance Measures
| 38 | Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2025 Proxy Statement |
Financial and Strategic Performance Measures
The financial performance factor for net operating income ranged from 0% to a maximum of 150% of the target level as indicated in the following table:
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% |
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%.
Determination of 2024 Annual Bonuses
Determination of 2024 Annual Bonuses Using its assessment of the 2024 financial and strategic performance factors and the Company’s financial performance factor as its basis, the Compensation Committee determined the 2024 bonus award for each named executive officer in the manner described above. The actual annual bonuses paid to our named executive officers for 2024 were as follows. Mr. Tomlinson’s 2023 bonus award is not shown because he was not a named executive officer in the 2024 proxy statement.
Determination of 2024 Annual Bonuses
| Name | 2024 Target Bonus Award | 2024 Bonus as a % of Target | 2023 Actual Bonus Award | 2024 Actual Bonus Award | % Change | | Mr. Doyle | $3,750,000 | 173% | $6,000,000 | $6,500,000 | +8% | | Mr. McGivney | $1,750,000 | 189% | $3,000,000 | $3,300,000 | +10% | | Mr. South | $2,300,000 | 185% | $3,925,000 | $4,250,000 | +8% | | Mr. Tomlinson | $1,900,000 | 163% | NA | $3,100,000 | NA | | Mr. Klisura | $1,900,000 | 200% | $3,450,000 | $3,800,000 | +10% |
Determination of 2024 Annual Bonuses
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Annual LTI Awards
Annual LTI Awards The Compensation Committee determined the 2025 annual LTI awards granted to our named executive officers as described in more detail in “Determination of 2025 Annual LTI Awards” on page 44, would comprise stock options and performance stock units (PSUs), as summarized in the following table:
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 |
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.
Determination of 2025 Annual LTI Awards
Determination of 2025 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 2025 are shown in the following table. They are not reflected in the “2024 Summary Compensation Table” on page 55 because the awards were made after the end of the 2024 fiscal year.
Determination of 2025 Annual LTI Awards
| | Annual LTI Awards Granted in 2025(1) | | | | Name | Stock Options ($) | Performance Stock Units ($) | Total ($) | | Mr. Doyle | 8,375,000 | 8,375,000 | 16,750,000 | | Mr. McGivney | 1,800,000 | 1,800,000 | 3,600,000 | | Mr. South | 1,600,000 | 1,600,000 | 3,200,000 | | Mr. Tomlinson | 1,150,000 | 1,150,000 | 2,300,000 | | Mr. Klisura | 1,000,000 | 1,000,000 | 2,000,000 |
Determination of 2025 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. |
Determination of 2025 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 “2024 Grants of Plan-Based Awards Table” on page 58.
Determination of 2025 Annual LTI Awards
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PSU Awards
PSU Awards The performance measure for PSU awards, which represent 50% of the 2025 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 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, 0% to 200% of the number of PSUs granted is delivered in shares of our common stock. Our PSU awards are calibrated to reward our senior executives for strong performance while the 200% payout cap limits the incentive for excessive risk-taking. We believe that granting PSU awards annually, with each award focused on future performance, encourages our senior executives to focus on long-term stockholder value. The following tables provide the payout (as a percentage of target) for maximum, target and threshold performance levels for the 2022 through 2025 awards. The Compensation Committee sets the performance levels after reviewing our financial strategy, the design of PSU awards at peer group companies, forward-looking strategic goals 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 is determined as follows. The financial performance measures used in the PSU awards granted in 2022 to 2025 are defined in “Definitions of Financial Performance Measures” on page 48.
Performance and Payout Levels for Our 2022 to 2025 PSU Awards
Performance and Payout Levels for Our 2022 to 2025 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 to 2025. 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.
Performance and Payout Levels for Our 2022 to 2025 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% |
Performance and Payout Levels for Our 2022 to 2025 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.
Performance and Payout Levels for Our 2022 to 2025 PSU Awards
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Performance and Payout Levels for Our 2022 to 2025 PSU Awards
The relative TSR modifier for our PSU awards is provided in the following table.
Performance and Payout Levels for Our 2022 to 2025 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 |
Performance and Payout Levels for Our 2022 to 2025 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.
Performance Results for Our 2022 PSU Awards
Performance Results for Our 2022 PSU Awards The following charts show three-year results for the 2022 PSU awards granted to our senior executives. Our 14.6% annualized adjusted EPS growth was above maximum and qualified for a 200% EPS performance factor. In addition, our 65th percentile relative TSR versus S&P 500 constituents was above target and corresponded to a 1.15x relative TSR modifier. The PSU payout for the 2022 PSU award was 200% of target, as discussed in the next section. The Compensation Committee believes the financial performance targets for the 2022 PSU awards were rigorous. The achievement of a 200% EPS performance factor and 1.15x relative TSR Modifier represent significant Company achievement over the performance period, including the fourth consecutive year of double-digit adjusted EPS growth, and is aligned with the Company’s strategic objectives and stockholder expectations.
Performance Results for Our 2022 PSU Awards
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Summary of PSU Awards Granted from 2022 through 2024
Summary of PSU Awards Granted from 2022 through 2024 The table below summarizes the three-year performance periods for PSU awards granted from 2022 to 2024, including the payout at 200% of target for our 2022 PSU award based on 14.6% annualized adjusted EPS growth as modified for executive compensation purposes. The 14.6% annualized adjusted EPS growth represents a period of strong and sustained financial performance by the Company. 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 2022 PSU award, our three-year TSR was at the 65th percentile versus S&P 500 constituents, which resulted in a 1.15x relative TSR modifier; however, the modifier had no impact on the actual payout of awards since it was capped (by design) at the maximum 200% of target based on our adjusted EPS growth alone. This cap mitigates the potential for excessive risk-taking by our senior executives. The adjusted EPS growth and relative TSR measures used in the PSU awards are defined in “Definitions of Financial Performance Measures” on page 48. The actual payout for 2023 and 2024 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.
Summary of PSU Awards Granted from 2022 through 2024
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Definitions of Financial Performance Measures
Definitions of Financial Performance Measures The following table defines the financial performance measures used in our executive compensation program.
Definitions of Financial Performance Measures
| Used for | Measure | Definition | | 2024 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. | | 2024 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 2022 and 2023 | 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); 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 2024 | Company earnings per share* | Same definition as 2024 Annual Bonus Framework-Multiplier for Company Financial Performance, above. |
Definitions of Financial Performance Measures
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Definitions of Financial Performance Measures
| Used for | Measure | Definition | | PSU awards granted in 2025 | 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. 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 3. 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 2022, 2023, 2024 and 2025 | 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. |
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). |
Peer Group Companies and Surveys
Peer Group Companies and Surveys
Peer Group for Executive Compensation Purposes
Peer Group for Executive Compensation Purposes In 2024, 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. 2024 Peer Group for Executive Compensation
Peer Group for Executive Compensation Purposes
| 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) |
Severance Arrangements
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 calculated based on the senior executive’s target annual bonus for the calendar year in which the termination date occurs multiplied by a fraction, the numerator of which is the number of days that have elapsed in such calendar year through the termination date and the denominator of which is 365. While compensation decisions regarding our senior executives affect the potential payments under these arrangements, the existence of these severance arrangements did not influence 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 67. 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 2024, is presented in “Potential Payments Upon Termination or Change in Control” beginning on page 67.
Change-in-Control Arrangements
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 2024, is presented in “Potential Payments Upon Termination or Change in Control” beginning on page 63.
Change-in-Control Arrangements
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Risk and Reward Features of Executive Compensation Program
| Feature | Description | | Balanced Total Compensation Approach | The mix of base salary, annual bonus awards 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. |
Risk and Reward Features of Executive Compensation Program
| Feature | Description | | Stockholder-Focused LTI Program | Equity-based awards for 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 2024 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. The payout of PSU awards is capped at 200% of PSUs granted. | | | 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. | | 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 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 adopted the Marsh & McLennan Companies, Inc. Compensation Clawback Policy (the “Recoupment Policy”), which 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. The Recoupment Policy is disclosed as an exhibit to the Company’s Annual Report on Form 10-K. The Compensation Committee also approved a clawback policy that provides for the recoupment of certain incentive compensation in the event that the Compensation Committee determines that a senior executive engaged in specified detrimental conduct (the “Clawback Policy”). The Compensation Committee has the discretion to determine the manner and amount of incentive compensation to be clawed back pursuant to the Clawback Policy. |
Risk and Reward Features of Executive Compensation Program
| Feature | Description | | 10b5-1 Trading Arrangements | We have adopted insider trading policies and procedures governing the purchase, sale and/or other dispositions of securities of the Company by our directors, executive officers and employees, and have implemented processes for the Company, that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as the NYSE Corporate Governance Standards. In addition, our senior executives must receive approval through pre-clearance procedures in order to transact in securities of the Company. Our Trading Securities Policy as well as a copy of our Transactions in Marsh McLennan Securities by Directors and Executive Officers Policy are described under Item 10 and are filed as Exhibits 19.1 and 19.2, respectively, to our annual report on 10-K for the year ended December 31, 2024. | | 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. |
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,
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 $1 million that is paid to certain former or current senior executives in any taxable year. The Compensation Committee reserves the right to award compensation that is not tax deductible. We also structure compensation in a manner intended to avoid the incurrence of any additional tax, interest or penalties under Section 409A of the Internal Revenue Code governing the provision of nonqualified deferred compensation to our service providers. We account for stock-based compensation in accordance with FASB ASC Topic 718, which requires us to recognize compensation expense relating to share-based payments (such as stock options, PSU awards and RSU awards) in our financial statements. The recognition of this expense has not caused us to limit or otherwise significantly alter the equity-based compensation element of our executive compensation program. This is because we believe equity-based compensation is a necessary component of a competitive executive compensation program and fulfills important program objectives. The Compensation Committee considers the potential impact of FASB ASC Topic 718 on any proposed change to the equity-based compensation element of our program.
2024 Summary Compensation Table
2024 Summary Compensation Table The following table provides information regarding the compensation of our President and Chief Executive Officer, our Chief Financial Officer and our three other most highly-compensated executive officers who were executive officers as of December 31, 2024.
2024 Summary Compensation Table
| Name & Principal Position(1) | Year | Salary ($) | 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 | 2024 | 1,475,000 | — | 7,546,615 | 6,875,020 | 6,500,000 | — | 410,904 | 22,807,539 | | President and CEO, | 2023 | 1,400,000 | — | 5,775,090 | 5,550,012 | 6,000,000 | — | 329,854 | 19,054,956 | | Marsh McLennan | 2022 | 1,200,000 | — | 2,995,331 | 2,000,008 | 5,300,000 | — | 103,700 | 11,599,039 | | Mark C. McGivney | 2024 | 950,000 | — | 1,893,530 | 1,725,042 | 3,300,000 | 10,067 | 80,975 | 7,959,614 | | Chief Financial Officer, | 2023 | 800,000 | — | 1,743,014 | 1,675,019 | 3,000,000 | 35,557 | 70,125 | 7,323,715 | | Marsh McLennan | 2022 | 800,000 | — | 1,621,136 | 1,625,003 | 2,650,000 | — | 74,277 | 6,770,416 | | Martin C. South | 2024 | 1,000,000 | — | 1,536,829 | 1,400,022 | 4,250,000 | — | 90,833 | 8,277,685 | | President and Chief | 2023 | 1,000,000 | — | 1,404,830 | 1,350,035 | 3,925,000 | — | 108,942 | 7,788,807 | | Executive Officer, Marsh and | 2022 | 1,000,000 | — | 1,247,109 | 1,250,029 | 3,500,000 | — | 123,287 | 7,120,425 | | Vice Chair, Marsh McLennan | | | | | | | | | | | Patrick Tomlinson | 2024 | 875,000 | — | 2,207,679 | 1,100,049 | 3,100,000 | 687 | 72,644 | 7,356,059 | | President and Chief Executive Officer, Mercer and Vice Chair, Marsh McLennan | | | | | | | | | | | Dean M. Klisura | 2024 | 800,000 | — | 988,025 | 900,017 | 3,800,000 | 32,622 | 70,475 | 6,591,139 | | 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 |
2024 Summary Compensation Table
| (1) Mr. Tomlinson was appointed President and Chief Executive Officer, Mercer and Vice Chair, Marsh McLennan on April 1, 2024. Mr. Tomlinson’s compensation is shown only for 2024 since he was not a named executive officer in either 2022 or 2023. Mr. Klisura’s compensation is shown for 2023 and 2024 since he was not a named executive officer in 2022. |
2024 Summary Compensation Table
| (2) The amounts reported in the “Stock Awards” and “Option Awards” columns represent the aggregate grant date fair value of the awards for the years ended December 31, 2024, December 31, 2023 and December 31, 2022, respectively, computed in accordance with FASB ASC Topic 718 and using Black-Scholes (excluding the effect of estimated forfeitures). The amounts reported in the “Stock Awards” column represent PSU awards for 2024, 2023 and 2022. The grant date fair value reported for the 2024 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 “2024 Grants of Plan-Based Awards Table” on page 58, 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 2024 are included in footnote 9 to the Company’s audited financial statements for the fiscal year ended December 31, 2024, included in the Company’s Annual Report on Form 10-K filed with the SEC on February 10, 2025. The assumptions used in calculating the amounts reported for awards granted prior to 2024 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 “2024 Grants of Plan-Based Awards Table” on page 58 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 “2024 and 2025 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. |
2024 Summary Compensation Table
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2024 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 | 2024 | 7,546,615 | 15,093,230 | | | 2023 | 5,775,090 | 11,550,179 | | | 2022 | 1,995,163 | 3,990,326 | | Mr. McGivney | 2024 | 1,893,530 | 3,787,061 | | | 2023 | 1,743,014 | 3,486,028 | | | 2022 | 1,621,136 | 3,242,272 | | Mr. South | 2024 | 1,536,829 | 3,073,658 | | | 2023 | 1,404,830 | 2,809,660 | | | 2022 | 1,247,109 | 2,494,218 | | Mr. Tomlinson | 2024 | 1,207,634 | 2,415,269 | | | 2023 | 156,111 | 312,222 | | | 2022 | 124,726 | 249,452 | | Mr. Klisura | 2024 | 988,025 | 1,976,049 | | | 2023 | 910,535 | 1,821,070 | | | 2022 | 748,205 | 1,496,410 |
2024 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 37 of the Compensation Discussion and Analysis. The awards earned in respect of 2024 were determined by the Compensation Committee at its meeting on February 18, 2025 and were paid on February 28, 2025. |
2024 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 and the Company’s Supplemental Retirement Plan. For 2024, 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, 2024, included in the Company’s Annual Report on Form 10-K filed with the SEC on February 10, 2025. The Company’s retirement programs are described in further detail in “Defined Benefit Retirement Program” on page 61. 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. |
2024 Summary Compensation Table
| (5) The following items are reported in the “All Other Compensation” column for the named executive officers in 2024: |
2024 Grants of Plan-Based Awards Table
2024 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 2024. 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 2024. The terms and conditions of these awards are described in the “Annual Bonus” section on page 37 of the Compensation Discussion and Analysis. The remaining columns relate to plan-based equity-based awards granted in 2024 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.
2024 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 Stock Awards: Number of Shares of Stock or Units (#)(4) | All Other Option Awards: Number of Securities Underlying Options (#)(5) | Exercise or Base Price of Option Awards ($/Sh)(6) | Closing Stock Price on Date of Grant ($/Sh)(6) | Grant Date Fair Value of Stock and Option Awards ($)(7) | | (a) | (b)(1) | (c)(1) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | (m) | (n) | | Name | Grant Date | Action Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | | John Q. Doyle | | | 0 | 3,750,000 | 7,500,000 | | | | | | | | | | | 2/22/2024 | 2/22/2024 | | | | 0 | 34,295 | 68,590 | | | | | 7,546,615 | | | 2/22/2024 | 2/22/2024 | | | | | | | | 138,063 | 200.468 | 204.260 | 6,875,020 | | Mark C. McGivney | | | 0 | 1,750,000 | 3,500,000 | | | | | | | | | | | 2/22/2024 | 2/22/2024 | | | | 0 | 8,605 | 17,210 | | | | | 1,893,530 | | | 2/22/2024 | 2/22/2024 | | | | | | | | 34,642 | 200.468 | 204.260 | 1,725,042 | | Martin C. South | | | 0 | 2,300,000 | 4,600,000 | | | | | | | | | | | 2/22/2024 | 2/22/2024 | | | | 0 | 6,984 | 13,968 | | | | | 1,536,829 | | | 2/22/2024 | 2/22/2024 | | | | | | | | 28,115 | 200.468 | 204.260 | 1,400,022 | | Patrick Tomlinson | | | 0 | 1,900,000 | 3,800,000 | | | | | | | | | | | 2/22/2024 | 2/22/2024 | | | | 0 | 5,488 | 10,976 | | | | | 1,207,634 | | | 2/22/2024 | 2/22/2024 | | | | | | | | 22,091 | 200.468 | 204.260 | 1,100,049 | | | 4/1/2024 | 1/10/2024 | | | | | | | 4,854 | | | | 1,000,045 | | Dean M. Klisura | | | 0 | 1,900,000 | 3,800,000 | | | | | | | | | | | 2/22/2024 | 2/22/2024 | | | | 0 | 4,490 | 8,980 | | | | | 988,025 | | | 2/22/2024 | 2/22/2024 | | | | | | | | 18,074 | 200.468 | 204.260 | 900,017 |
2024 Grants of Plan-Based Awards Table
| (1) The equity-based awards granted on February 22, 2024 reported in this table were approved by the Compensation Committee at its meeting on the same date. The April 1, 2024 special RSU award granted to Mr. Tomlinson, which vests on April 15, 2027, was approved by the Compensation Committee at its meeting on January 10, 2024. |
2024 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 “2024 Summary Compensation Table.” |
2024 Grants of Plan-Based Awards Table
| (3) The amounts reported in columns (g), (h) and (i) reflect PSU awards granted on February 22, 2024. The terms and conditions of these awards are described in the narrative following this table. |
2024 Grants of Plan-Based Awards Table
| (4) The amount reported in column (j) reflect the special RSU award granted on April 1, 2024. The terms and conditions of this award is described in the narrative following this table. |
2024 Grants of Plan-Based Awards Table
| (5) The amounts reported in column (k) reflect nonqualified stock options granted on February 22, 2024. The terms and conditions of these awards are described in the narrative following this table. |
2024 Grants of Plan-Based Awards Table
| (6) The stock options granted on February 22, 2024 have an exercise price of $200.468 per share, equal to the average of the high and low trading prices of shares of the Company’s common stock on February 21, 2024, the trading date immediately preceding the date of grant, determined using Black-Scholes. The closing market price of the Company’s common stock on the date of grant was $204.26 per share, which was higher than the stock option exercise price. |
2024 Grants of Plan-Based Awards Table
| (7) The aggregate grant date fair value reported for the PSU awards, as calculated in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures, may differ from the value of the PSUs calculated based on the fair market value of the Company’s common stock and is based on performance at the target level. The assumptions used in calculating the amounts reported for awards granted prior to 2024 are included in footnote 9 captioned “Stock Benefit Plans” to the Company’s audited financial statements for the relevant fiscal year, included in the Company’s Annual Reports on Form 10-K previously filed with the SEC. |
2024 Grants of Plan-Based Awards Table
| 58 | Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2025 Proxy Statement |
2024 Outstanding Equity Awards at Fiscal Year-End Table
2024 Outstanding Equity Awards at Fiscal Year-End Table The following table provides certain information concerning equity-based awards held by the named executive officers as of December 31, 2024. All outstanding equity awards are with respect to shares of the Company’s common stock.
2024 Outstanding Equity Awards at Fiscal Year-End Table
| | Option Awards | | | | | Stock Awards | | | | | | Name | Option Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#)(1) | Number of Securities Underlying Unexercised Options Unexercisable (#)(1) | Option Exercise Price ($) | 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 | 75,878 | 0 | 118.865 | 2/18/2030 | | | | | | | | 2/22/2021 | 57,307 | 19,103 | 117.530 | 2/21/2031 | | | | | | | | | | | | | 1/1/2022 | 5,762 | 1,223,906 | | | | | 2/23/2022 | 31,869 | 31,869 | 151.368 | 2/22/2032 | | | | | | | | | | | | | 2/23/2022 | | | 26,426 | 5,613,147 | | | 2/23/2023 | 33,096 | 99,291 | 164.145 | 2/22/2033 | | | | | | | | | | | | | 2/23/2023 | | | 67,624 | 14,364,014 | | | 2/22/2024 | 0 | 138,063 | 200.468 | 2/21/2034 | | | | | | | | | | | | | 2/22/2024 | | | 68,590 | 14,569,202 | | Mark C. McGivney | 2/22/2021 | 50,565 | 16,856 | 117.530 | 2/21/2031 | | | | | | | | 2/23/2022 | 25,893 | 25,894 | 151.368 | 2/22/2032 | | | | | | | | | | | | | 2/23/2022 | | | 21,472 | 4,560,868 | | | 2/23/2023 | 9,988 | 29,967 | 164.145 | 2/22/2033 | | | | | | | | | | | | | 2/23/2023 | | | 20,410 | 4,335,288 | | | 2/22/2024 | 0 | 34,642 | 200.468 | 2/21/2034 | | | | | | | | | | | | | 2/22/2024 | | | 17,210 | 3,655,576 | | Martin C. South | 2/19/2019 | 12,620 | 0 | 90.785 | 2/18/2029 | | | | | | | | 2/19/2020 | 11,856 | 0 | 118.865 | 2/18/2030 | | | | | | | | 2/22/2021 | 9,270 | 3,091 | 117.530 | 2/21/2031 | | | | | | | | 2/23/2022 | 19,918 | 19,919 | 151.368 | 2/22/2032 | | | | | | | | | | | | | 2/23/2022 | | | 16,518 | 3,508,588 | | | 2/23/2023 | 8,050 | 24,153 | 164.145 | 2/22/2033 | | | | | | | | | | | | | 2/23/2023 | | | 16,450 | 3,494,145 | | | 2/22/2024 | 0 | 28,115 | 200.468 | 2/21/2034 | | | | | | | | | | | | | 2/22/2024 | | | 13,968 | 2,966,943 | | Patrick Tomlinson | 2/21/2018 | 2,500 | 0 | 83.046 | 2/20/2028 | | | | | | | | 2/19/2019 | 5,609 | 0 | 90.785 | 2/18/2029 | | | | | | | | 2/19/2020 | 5,039 | 0 | 118.865 | 2/18/2030 | | | | | | | | 2/22/2021 | 4,214 | 1,405 | 117.530 | 2/21/2031 | | | | | | | | 2/23/2022 | 1,992 | 1,992 | 151.368 | 2/22/2032 | | | | | | | | | | | | | 2/23/2022 | 551 | 117,038 | | | | | | | | | | 2/23/2022 | | | 1,652 | 350,901 | | | 2/23/2023 | 894 | 2,685 | 164.145 | 2/22/2033 | | | | | | | | | | | | | 2/23/2023 | 1,219 | 258,928 | | | | | | | | | | 2/23/2023 | | | 1,828 | 388,285 | | | | | | | | 3/1/2023 | 2,455 | 521,467 | | | | | 2/22/2024 | 0 | 22,091 | 200.468 | 2/21/2034 | | | | | | | | | | | | | 2/22/2024 | | | 10,976 | 2,331,412 | | | | | | | | 4/1/2024 | 4,854 | 1,031,038 | | | | Dean M. Klisura | 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 | 11,856 | 0 | 118.865 | 2/18/2030 | | | | | | | | 2/22/2021 | 8,427 | 2,810 | 117.530 | 2/21/2031 | | | | | | | | 2/23/2022 | 11,951 | 11,951 | 151.368 | 2/22/2032 | | | | | | | | | | | | | 2/23/2022 | | | 9,910 | 2,104,983 | | | 2/23/2023 | 5,218 | 15,654 | 164.145 | 2/22/2033 | | | | | | | | | | | | | 2/23/2023 | | | 10,662 | 2,264,715 | | | 2/22/2024 | 0 | 18,074 | 200.468 | 2/21/2034 | | | | | | | | | | | | | 2/22/2024 | | | 8,980 | 1,907,442 |
2024 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. |
2024 Outstanding Equity Awards at Fiscal Year-End Table
| 60 | Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2025 Proxy Statement |
2024 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, 2024. |
2024 Outstanding Equity Awards at Fiscal Year-End Table
| Grant Date | Name of Executive | Vesting Schedule | | 4/1/2024 | Mr. Tomlinson | 100% vesting on April 15, 2027 | | 3/1/2023 | Mr. Tomlinson | 50% vesting on each March 15, 2025 and 2026 | | 2/23/2023 | Mr. Tomlinson | 50% vesting on each February 28, 2025 and 2026 | | 2/23/2022 | Mr. Tomlinson | 100% vesting on February 28, 2025 | | 1/1/2022 | Mr. Doyle | 100% vesting on January 15, 2025 |
2024 Outstanding Equity Awards at Fiscal Year-End Table
| (3) Based on the closing price per share of the Company’s common stock on December 31, 2024 ($212.41), the last trading day of 2024. |
2024 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 2022, 2023 and 2024 PSU awards. The PSU awards granted in February 2022 vested on February 28, 2025, and PSU awards granted in February 2023 and February 2024 will vest on February 28, 2026 and February 28, 2027, 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 2022, 2023 and 2024 were determined by the Compensation Committee in the first quarter after the end of the year. As of December 31, 2024, performance was tracking above target payout level for the 2022, 2023 and 2024 PSU awards. If the Company does not attain the maximum performance for the 2022, 2023 and 2024 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 2022 PSU Awards” section on page 46 of the Compensation Discussion and Analysis and the narrative following the “2024 Grants of Plan-Based Awards Table” above with respect to the 2024 PSU awards granted to the named executive officers. |
2024 Option Exercises and Stock Vested Table
2024 Option Exercises and Stock Vested Table The following table provides certain information concerning (i) stock options exercised by the named executive officers in 2024 and (ii) other stock awards held by the named executive officers that vested or were earned in 2024.
2024 Option Exercises and Stock Vested Table
| | Option Awards | | Stock Awards | | | Name | 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 | 28,930 | 5,872,356 | | Mark C. McGivney | 66,393 | 7,072,591 | 25,526 | 5,181,395 | | Martin C. South | 15,913 | 1,958,092 | 12,264 | 2,563,684 | | Patrick Tomlinson | 4,126 | 516,773 | 5,225 | 1,066,793 | | Dean M. Klisura | 9,994 | 1,317,259 | 11,699 | 2,448,997 |
2024 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. |
2024 Option Exercises and Stock Vested Table
| (2) Includes distribution of shares of the Company’s common stock in connection with 2021 PSU awards that vested in 2024 and paid out at 200% of target based on Company performance (Mr. Doyle—28,930 shares, Mr. McGivney—25,526 shares, Mr. South—4,680 shares, Mr. Tomlinson—2,128 shares and Mr. Klisura—4,256 shares). |
2024 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. |
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, Mr. Tomlinson and Mr. Klisura participate in the United States Defined Benefit Retirement Program. Mr. Doyle and Mr. South 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. 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:
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 |
Defined Benefit Retirement Program
| Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2025 Proxy Statement | 61 |
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 |
Defined Benefit Retirement Program
| • | 1.0% of eligible salary for each year of eligible benefit service over 30 years through December 31, 2016. |
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, only Mr. McGivney and Mr. Klisura are eligible for early retirement benefits. Mr. Tomlinson is not eligible because he has not yet met the minimum age requirement 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, Mr. Tomlinson 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 2024, 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, 2024, included in the Company’s Annual Report on Form 10-K filed with the SEC on February 10, 2025. 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.
Pension Benefits Table for 2024
Pension Benefits Table for 2024
Pension Benefits Table for 2024
| 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 | 276,895 | 0 | | | Benefit Equalization Plan | 9.7 | 275,388 | 0 | | | Supplemental Retirement Plan | 9.7 | 116,011 | 0 | | | Total | | 668,295 | 0 | | Martin C. South | None | | | | | Patrick Tomlinson | Qualified Retirement Plan | 2.3 | 60,600 | 0 | | | Benefit Equalization Plan | 2.3 | 10,988 | 0 | | | Supplemental Retirement Plan | 2.3 | 8,259 | 0 | | | Total | 2.3 | 79,848 | 0 | | Dean M. Klisura(3) | Qualified Retirement Plan | 23.9 | 755,039 | 0 | | | Benefit Equalization Plan | 23.9 | 413,029 | 0 | | | Supplemental Retirement Plan | 23.9 | 206,380 | 0 | | | Total | | 1,374,447 | |
Pension Benefits Table for 2024
| (1) Represents years of benefit accrual service as of December 31, 2016. |
Pension Benefits Table for 2024
| (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, 2024, included in the Company’s Annual Report on Form 10-K filed with the SEC on February 10, 2025. 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, 2024 was $589,141 for Mr. McGivney, $84,151 for Mr. Tomlinson and $943,975 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. |
Pension Benefits Table for 2024
| (3) Mr. McGivney 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 63. |
Pension Benefits Table for 2024
| 62 | Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2025 Proxy Statement |
2024 Nonqualified Deferred Compensation Table
2024 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. All of the named executive officers were eligible to participate in the SSIP in 2024.
2024 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 | 70,200 | 80,033 | 84,155 | 0 | 1,020,778 | | Mark C. McGivney | 36,667 | 42,350 | 292,779 | 0 | 1,710,466 | | Martin C. South | 69,500 | 46,784 | 37,929 | 0 | 501,241 | | Patrick Tomlinson | 48,250 | 37,100 | 54,957 | 0 | 568,544 | | Dean M. Klisura | 27,300 | 31,850 | 294,124 | 0 | 1,660,797 |
2024 Nonqualified Deferred Compensation Table
| (1) Amounts reported in this column are also reported in the “All Other Compensation” column in the “2024 Summary Compensation Table” on page 55. |
2024 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 “2024 Summary Compensation Table” on page 55. |
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 31, 2024, 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 31, 2024 ($212.41 per share), the last trading day of 2024. 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).
Potential Payments Upon Termination or Change in Control
| Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2025 Proxy Statement | 63 |
Potential Payments Upon Termination or Change in Control
Cash severance under the Senior Executive Severance Pay Plan is paid in a lump sum equal to:
Potential Payments Upon Termination or Change in Control
| • | one times annual base salary; |
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 |
Potential Payments Upon Termination or Change in Control
| • | a pro-rata bonus for the year of termination. |
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, 2024. 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.
Potential Payments Upon Termination or Change in Control
| 64 | Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2025 Proxy Statement |
Potential Payments Upon Termination or Change in Control
As of December 31, 2024, Mr. McGivney and Mr. Klisura were eligible to commence benefit payments under the Company’s United States Defined Benefit Retirement Program upon an early retirement.
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 | 13,366,667 | 17,856,034 | 1,812,493 | 467,086 | 19,811 | 33,522,090 | | | Involuntary termination without cause or termination for good reason following a change in control | 10,616,667 | 28,485,668 | 10,198,869 | 662,575 | 19,811 | 49,983,589 | | | Death | 3,750,000 | 28,485,668 | 10,198,869 | 662,575 | 0 | 43,097,111 | | | Disability | 3,750,000 | 30,015,445 | 10,198,869 | 679,428 | 0 | 44,643,741 | | | Retirement | 0 | 16,648,483 | 1,812,493 | 467,086 | 0 | 18,928,062 | | Mark C. McGivney | Involuntary termination without cause | 6,983,333 | 7,611,288 | 1,599,297 | 220,090 | 22,459 | 16,436,467 | | | Involuntary termination without cause or termination for good reason following a change in control | 5,433,333 | 10,723,944 | 5,039,971 | 281,552 | 22,459 | 21,501,259 | | | Death | 1,750,000 | 10,723,944 | 5,039,971 | 281,552 | 0 | 17,795,466 | | | Disability | 1,750,000 | 11,107,981 | 5,039,971 | 285,780 | 0 | 18,183,732 | | | Retirement | 0 | 7,611,288 | 1,599,297 | 220,090 | 0 | 9,430,675 | | Martin C. South | Involuntary termination without cause | 8,358,333 | 5,979,554 | 293,274 | 171,934 | 5,122 | 14,808,218 | | | Involuntary termination without cause or termination for good reason following a change in control | 6,408,333 | 8,486,204 | 3,010,664 | 221,235 | 5,122 | 18,131,558 | | | Death | 2,300,000 | 8,486,204 | 3,010,664 | 221,235 | 0 | 14,018,103 | | | Disability | 2,300,000 | 8,797,810 | 3,010,664 | 224,667 | 0 | 14,333,140 | | | Retirement | 0 | 5,979,554 | 293,274 | 171,934 | 0 | 6,444,762 | | Patrick Tomlinson | Involuntary termination without cause | 5,070,000 | 2,423,386 | 0 | 45,943 | 20,971 | 7,560,300 | | | Involuntary termination without cause or termination for good reason following a change in control | 3,870,000 | 3,833,363 | 648,304 | 68,265 | 20,971 | 8,440,904 | | | Death | 1,900,000 | 3,833,363 | 648,304 | 68,265 | 0 | 6,449,933 | | | Disability | 1,900,000 | 4,078,272 | 648,304 | 70,962 | 0 | 6,697,539 | | Dean M. Klisura | Involuntary termination without cause | 7,450,000 | 3,713,352 | 266,613 | 105,860 | 16,849 | 11,552,674 | | | Involuntary termination without cause or termination for good reason following a change in control | 5,550,000 | 5,323,419 | 1,967,506 | 137,443 | 16,849 | 12,995,218 | | | Death | 1,900,000 | 5,323,419 | 1,967,506 | 137,443 | 0 | 9,328,369 | | | Disability | 1,900,000 | 5,523,722 | 1,967,506 | 139,650 | 0 | 9,530,878 | | | Retirement | 0 | 3,713,352 | 266,613 | 105,860 | 0 | 4,085,825 |
Potential Payments Upon Termination or Change in Control
| Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2025 Proxy Statement | 65 |
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. |
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 | 1,500,000 | 5,366,667 | 6,866,667 | 1 | 6,866,667 | 6,500,000 | 13,366,667 | | | Involuntary termination without cause or termination for good reason following a change in control | 1,500,000 | 5,366,667 | 6,866,667 | 1 | 6,866,667 | 3,750,000 | 10,616,667 | | | Death | N/A | N/A | N/A | 0 | 0 | 3,750,000 | 3,750,000 | | | Disability | N/A | N/A | N/A | 0 | 0 | 3,750,000 | 3,750,000 | | | Retirement | N/A | N/A | N/A | 0 | 0 | 0 | 0 | | Mr. McGivney | Involuntary termination without cause | 1,000,000 | 2,683,333 | 3,683,333 | 1 | 3,683,333 | 3,300,000 | 6,983,333 | | | Involuntary termination without cause or termination for good reason following a change in control | 1,000,000 | 2,683,333 | 3,683,333 | 1 | 3,683,333 | 1,750,000 | 5,433,333 | | | 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 | | Mr. South | Involuntary termination without cause | 1,000,000 | 3,108,333 | 4,108,333 | 1 | 4,108,333 | 4,250,000 | 8,358,333 | | | Involuntary termination without cause or termination for good reason following a change in control | 1,000,000 | 3,108,333 | 4,108,333 | 1 | 4,108,333 | 2,300,000 | 6,408,333 | | | Death | N/A | N/A | N/A | 0 | 0 | 2,300,000 | 2,300,000 | | | Disability | N/A | N/A | N/A | 0 | 0 | 2,300,000 | 2,300,000 | | | Retirement | N/A | N/A | N/A | 0 | 0 | 0 | 0 | | Mr. Tomlinson | Involuntary termination without cause | 900,000 | 1,070,000 | 1,970,000 | 1 | 1,970,000 | 3,100,000 | 5,070,000 | | | Involuntary termination without cause or termination for good reason following a change in control | 900,000 | 1,070,000 | 1,970,000 | 1 | 1,970,000 | 1,900,000 | 3,870,000 | | | Death | N/A | N/A | N/A | 0 | 0 | 1,900,000 | 1,900,000 | | | Disability | N/A | N/A | N/A | 0 | 0 | 1,900,000 | 1,900,000 | | Mr. Klisura | Involuntary termination without cause | 800,000 | 2,850,000 | 3,650,000 | 1 | 3,650,000 | 3,800,000 | 7,450,000 | | | Involuntary termination without cause or termination for good reason following a change in control | 800,000 | 2,850,000 | 3,650,000 | 1 | 3,650,000 | 1,900,000 | 5,550,000 | | | Death | N/A | N/A | N/A | 0 | 0 | 1,900,000 | 1,900,000 | | | Disability | N/A | N/A | N/A | 0 | 0 | 1,900,000 | 1,900,000 | | | Retirement | N/A | N/A | N/A | 0 | 0 | 0 | 0 |
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. |
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. |
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. |
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, 2024. The values for 2022, 2023 and 2024 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. |
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. |
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). |
Potential Payments Upon Termination or Change in Control
| 66 | Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2025 Proxy Statement |
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 61. If Mr. McGivney had retired from the Company effective December 31, 2024, the present value of his accumulated pension benefits would have been $717,422. If Mr. Klisura had retired from the Company effective December 31, 2024, the present value of his accumulated pension benefits would have been $1,587,134. 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. These amounts are not reflected in the total set forth in this column. Mr. Doyle and Mr. South 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. |
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. |
Termination of Employment
| • | distributions of tax-qualified defined contribution plans and nonqualified deferred compensation plans (the nonqualified deferred compensation plans are described in the “2024 Nonqualified Deferred Compensation Table” section, on page 63); and |
Director Compensation
Director Compensation
Independent Directors
| Elements of Independent Director Compensation | | | Basic Annual Retainer for All Independent Directors | $140,000 | | Supplemental Annual Retainer for Independent Chair | $200,000 | | Supplemental Annual Retainer for Chair of Audit Committee | $30,000 | | Supplemental Annual Retainer for Chair of Compensation Committee | $25,000 | | Supplemental Annual Retainer for Chairs of Committees other than Audit and Compensation | $20,000 | | Annual Stock Grant for Independent Directors under the Company’s Directors’ Stock Compensation Plan | Number of shares having a grant date market value of $200,000 | | Stock Ownership Guidelines | 5 x Basic Annual Retainer |
2024 Independent Director Compensation
2024 Independent Director Compensation The table below indicates total compensation received by our independent directors for service on the Board and its committees during 2024:
2024 Independent Director Compensation
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Anthony K. Anderson | 165,516 | 200,000 | — | 365,516 | | Oscar Fanjul (4) | 140,000 | 200,000 | — | 340,000 | | H. Edward Hanway | 340,000 | 200,000 | — | 540,000 | | Judith Hartmann | 140,000 | 200,000 | — | 340,000 | | Deborah C. Hopkins | 160,000 | 200,000 | — | 360,000 | | Tamara Ingram | 140,000 | 200,000 | — | 340,000 | | Jane H. Lute | 140,000 | 200,000 | — | 340,000 | | Steven A. Mills | 165,000 | 200,000 | — | 365,000 | | Bruce P. Nolop (5) | 74,864 | — | — | 74,864 | | Morton O. Schapiro | 160,000 | 200,000 | — | 355,000 | | Jan Siegmund (6) | 49,076 | — | — | 49,076 | | Lloyd M. Yates | 160,000 | 200,000 | — | 360,000 | | Raymond G. Young (5) | 70,380 | — | — | 70,380 |
2024 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 2024, as set forth in more detail below. The chair of the Audit Committee received $30,000 for such service. The chair of the Compensation Committee received $25,000 for such service, the chairs of the 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 2024 were: Ms. Hopkins (Finance), Mr. Mills (Compensation), Mr. Anderson (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. |
2024 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, and Mr. Yates elected to receive their quarterly payments in the form of the Company’s common stock on a deferred basis. Ms. Lute elected to receive 75% of her quarterly payments in the form of Company’s common stock on a deferred basis. All of the other independent directors received these amounts in cash. |
2024 Independent Director Compensation
| (2) This column reflects the award of 971 shares of the Company’s common stock to each independent director on June 1, 2024. The shares awarded to each director had an aggregate grant date fair value of $200,000, based on a per share price of $206.055, which was the average of the high and low prices on May 31, 2024, the trading day immediately preceding the grant date. 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, 2024, calculated in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. The actual value, if any, realized by our independent directors for these awards is a function of the value of shares if and when they vest. For additional information on how we account for equity-based compensation, see footnote 9 to the Company’s audited financial statements for the fiscal year ended December 31, 2024, included in the Company’s Annual Report on Form 10-K filed with the SEC on February 10, 2025. Mr. Anderson, Ms. Hopkins, Ms. Ingram, Ms. Lute, Mr. Schapiro and Mr. Yates elected to defer receipt of all of the shares awarded to them. |
2024 Independent Director Compensation
| As of December 31, 2024, 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, 14,387 shares, Ms. Hopkins, 18,604 shares, Ms. Ingram, 6,606 shares, Ms. Lute, 5,612 shares, Mr. Schapiro, 84,532 shares and Mr. Yates, 8,679 shares. Dividend equivalents on these deferred shares are reinvested into additional deferred shares for the account of the independent director. |
2024 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 2024, the Company matched up to $1,000 per colleague or director. No charitable contributions were matched for directors in 2024. |
2024 Independent Director Compensation
| (4) In accordance with the mandatory retirement provisions in our Governance Guidelines, the Board has determined that Mr. Fanjul will not stand for re-election at the May 2025 annual meeting. |
2024 Independent Director Compensation
| (5) Mr. Nolop and Mr. Young did not stand for re-election at the May 2024 annual meeting. |
2024 Independent Director Compensation
| (6) Mr. Siegmund was elected to the Board effective July 10, 2024. |
2024 Independent Director Compensation
| 86 | Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2025 Proxy Statement |
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 2024, 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.
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 (4) (h) | Adjusted EPS Growth as Further Adjusted for Executive Compensation Purposes (5) (i) | | 2024 | 22,807,539 | 32,339,406 | 7,546,124 | 9,819,968 | 206 | 173 | 4,060.0 | 10.6% | | 2023 | 19,054,956 | 31,181,865 | 7,172,630 | 11,156,213 | 181 | 133 | 3,756.0 | 18.8% | | 2022 | 30,924,435 | 23,167,779 | 8,088,411 | 8,272,370 | 156 | 118 | 3,050.0 | 14.6% | | 2021 | 21,519,703 | 89,772,223 | 6,997,689 | 21,130,889 | 161 | 133 | 3,143.0 | 20.5% | | 2020 | 19,695,980 | 19,045,490 | 6,256,705 | 5,992,046 | 107 | 98 | 2,016.0 | 7.5% |
Pay Versus Performance
| (1) In 2024 and 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, (iii) for 2023: Mark C. McGivney, Martin C South, Martine Ferland and Dean M. Klisura and (iv) for 2024: Mark C. McGivney, Martin C South, Patrick Tomlinson and Dean M. Klisura. |
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. |
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 | | 2024 | 22,807,539 | (14,421,635) | 0 | 23,953,502 | 32,339,406 | | 2023 | 19,054,956 | (11,325,102) | 0 | 23,452,011 | 31,181,865 |
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 | | 2024 | 7,546,124 | (2,937,798) | (10,844) | 5,222,486 | 9,819,968 | | 2023 | 7,172,630 | (2,652,800) | (29,056) | 6,665,439 | 11,156,213 |
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. |
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 2024. We did not report a service cost for the Company’s pension plans. |
Pay Versus Performance
| Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2025 Proxy Statement | 89 |
Pay Versus Performance
| PEO | | | | | | | Fiscal Year | Year-End Fair Value of Equity Awards Granted During the Fiscal Year that are Outstanding and Unvested | Change in Fair Value of Prior Year Awards that are Outstanding and Unvested | Change in Fair Value (from Prior Year-End) of Prior Year Awards that Vested During the Fiscal Year | Dividends Paid on Stock or Stock Option Awards Not Otherwise Reflected in Fair Value of Total Compensation | Total Adjustments | | 2024 | 16,961,136 | (5,907,710) | 12,694,817 | 205,258 | 23,953,502 | | 2023 | 20,058,065 | (5,651,484) | 8,877,840 | 167,590 | 23,452,011 |
Pay Versus Performance
| Average Non-PEO NEOs | | | | | | | Fiscal Year | Year-End Fair Value of Equity Awards Granted During the Fiscal Year that are Outstanding and Unvested | Change in Fair Value of Prior Year Awards that are Outstanding and Unvested | Change in Fair Value (from Prior Year-End) of Prior Year Awards that Vested During the Fiscal Year | Dividends Paid on Stock or Stock Option Awards Not Otherwise Reflected in Fair Value of Total Compensation | Total Adjustments | | 2024 | 3,418,980 | (3,142,951) | 4,849,277 | 97,180 | 5,222,486 | | 2023 | 4,698,499 | (2,541,694) | 4,425,065 | 83,569 | 6,665,439 |
Pay Versus Performance
| (3) Reflects cumulative total stockholder return assuming $100 invested in the Company’s common stock versus the S&P 500 Financial index on December 31, 2019 with dividends reinvested. The peer group used for this purpose is the S&P 500 Financial index. |
Pay Versus Performance
| (4) Reflects “Net Income” as required to be disclosed in the Company’s audited financial statements, included in the Company’s Annual Report on Form 10-K for the years ended December 31, 2024, December 31, 2023 and December 31, 2022. |
Pay Versus Performance
| (5) Adjusted EPS as further adjusted for executive compensation purposes is a non-GAAP measure. For the definition, please refer to the “Definitions of Financial Performance Measures” section on page 48 of the Compensation Discussion and Analysis. |
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 48 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 2024. The significant growth in TSR in 2021 corresponded with a significant increase in CAP. The same is true for the TSR growth in 2023 that corresponded with an increase in CAP. The decrease in TSR in 2022 corresponded with a decrease in CAP. The Company’s TSR outperformed the peer group for the five-year period ending in 2024, including 2020, 2021 and 2022, but lagged in 2023 and 2024. Net Income and CAP are also related, as net operating income is a key component in the determination of payouts under the Company’s annual bonus program for senior executives. The following charts illustrate the relationship between these performance measures and our CAP.
Relationship between “Compensation Actually Paid” and Performance Measures
| |
Relationship between “Compensation Actually Paid” and Performance Measures
| 90 | Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2025 Proxy Statement |
Relationship between “Compensation Actually Paid” and Performance Measures
Additional Information Approximately 93% (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 measures, creating a strong relationship between EPS and CAP that is illustrated below. 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, adjusted EPS serves as a multiplier in the annual bonus program for senior executives. Given this design, the adjusted EPS measure is a significant factor in CAP. Shares distributed in 2020 to 2024 in connection with PSU awards granted in 2017 to 2021 equaled 195% of target for 2020 and 200% of target for all of the other years due to the strong performance of adjusted EPS. There was a corresponding rise in the amount of CAP. Further, adjusted EPS performance for PSU awards granted in 2022 to 2024 is trending at 200% of target for shares to be distributed in 2025 and 2026 and 165% for 2027. Despite the high growth in adjusted EPS in 2021, 2022 and 2023, shares distributed in respect of PSU awards that included those performance years were capped at 200% of target. We believe the three-year time frame and payout cap reduces the potential for excessive risk taking in our program and aligns with long-term stockholder interests. The Compensation Committee believes that the adjusted EPS performance targets set for PSU awards were rigorous. To the extent adjusted EPS performance does not exceed target, we would expect to see a corresponding CAP decrease related to our PSU awards. With respect to our annual bonus program for senior executives, adjusted EPS, which is one of the drivers of the amount of and change in CAP for our PEO and other NEOs. In 2020, the multiplier was 0.93x so CAP was lower. In 2021 to 2024, we achieved double-digit growth in adjusted EPS earning a multiplier of 1.30x in all four years driving CAP higher. As described in the “Compensation Discussion and Analysis” beginning on page 28, our executive compensation program is designed to be competitive, performance-based and stockholder-focused. The elements of our compensation framework reward achievements against pre-established, quantifiable financial performance objectives, as well as individual strategic performance objectives. The value ultimately realized by our NEOs thus depends on the outcomes of these financial performance measures, the future performance of our stock price and our TSR versus peers. The table below shows the Company’s three most important performance measures used to link “Compensation Actually Paid” to our NEOS for fiscal year 2024.
Relationship between “Compensation Actually Paid” and Performance Measures
| Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2025 Proxy Statement | 91 |
Relationship between “Compensation Actually Paid” and Performance Measures
| Most Important Performance Measures (3 to 7 metrics without ranking) | | TSR | | Adjusted EPS as further adjusted for executive compensation purposes | | Operating NOI growth |
Relationship between “Compensation Actually Paid” and Performance Measures
| 92 | Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2025 Proxy Statement |
CEO Pay Ratio
CEO Pay Ratio In accordance with Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K of the Securities Act, we are required to provide information regarding the relationship between the annual total compensation of our CEO, Mr. Doyle, and the annual total compensation of our median employee (excluding for purposes of this disclosure, our CEO) for our last completed fiscal year, which ended December 31, 2024. 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 2024 is 314. We believe this ratio to be a reasonable estimate, based upon the assumptions and adjustments described below. The ratio for 2024 is based on the annual total compensation of the Company’s median employee (excluding our CEO) and our CEO (as disclosed in the 2024 Summary Compensation Table in this proxy statement), as follows:
CEO Pay Ratio
| • Median employee: | $72,671 | | • CEO: | $22,807,539 |
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 (other than the addition of 3,500 employees who joined the Company in connection with the completion of the McGriff acquisition and have been excluded from the employee population for purposes of the pay ratio disclosure as permitted under Instruction 7 to Item 402(u)) 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 2024 using the same methodology used to calculate the amount reported for our named executive officers in the “Total” column of the 2024 Summary Compensation Table. The pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K and based upon our reasonable judgment and assumptions. The SEC rules do not specify a single methodology for identification of the median employee or calculation of the pay ratio, and other companies may use assumptions and methodologies that are different from those used by us in calculating their pay ratio. Accordingly, the pay ratio disclosed by other companies may not be comparable to our pay ratio as disclosed above.
Election of Directors
Election of Directors The Company’s bylaws provide that in an uncontested election, a nominee will be elected if the number of votes cast “for” the nominee’s election exceeds the number of votes cast “against” the nominee’s election. Abstentions will not be included in the total number of votes cast and therefore will have no effect on the election’s outcome. The election of directors is not considered a “routine” matter and thus brokers do not have discretionary authority to vote in the election of directors if they did not receive instructions from a beneficial owner. As a result, broker nonvotes will not be included in the total number of votes cast and therefore will have no effect on the election’s outcome. (See “Significance of Broker Nonvotes” below.) Our Governance Guidelines address the procedures to be followed if an incumbent director standing for reelection in an uncontested election fails to receive a majority of the votes cast. See “Director Election Voting Standard” on page 8.

DEF 14A of Marsh & Mclennan Companies, Inc.

Board of Directors

Board of Directors

Board of Directors

Board of Directors

Board of Directors

Board of Directors

Board of Directors

Board of Directors

Election of Directors

Election of Directors

Election of Directors

Compensation Practices

Election of Directors

Election of Directors

Election of Directors

Election of Directors

Election of Directors

Election of Directors

Election of Directors

Election of Directors

Election of Directors

Election of Directors

Election of Directors

Election of Directors

Election of Directors

Election of Directors

Election of Directors

Election of Directors

Election of Directors

Election of Directors

Election of Directors

Election of Directors

Election of Directors

Election of Directors

Election of Directors

Election of Directors

Election of Directors

Election of Directors

Election of Directors

Election of Directors

Election of Directors

Election of Directors

Election of Directors

Election of Directors

Election of Directors

Election of Directors

2024 Highlights

2024 and 2025 Annual Total Direct Compensation of Named Executive Officers

2024 and 2025 Annual Total Direct Compensation of Named Executive Officers

Key Executive Compensation Policies and Practices

Key Executive Compensation Policies and Practices

Elements of Compensation

Annual Bonus

Annual Bonus

Annual Bonus

Annual Bonus

Annual Bonus

Annual Bonus

Annual Bonus

Annual Bonus

Financial and Strategic Performance Measures

Financial and Strategic Performance Measures

Financial and Strategic Performance Measures

Financial and Strategic Performance Measures

Financial and Strategic Performance Measures

Financial and Strategic Performance Measures

Financial and Strategic Performance Measures

Determination of 2024 Annual Bonuses

Determination of 2024 Annual Bonuses

Determination of 2024 Annual Bonuses

Annual LTI Awards

Annual LTI Awards

Annual LTI Awards

Determination of 2025 Annual LTI Awards

Determination of 2025 Annual LTI Awards

Determination of 2025 Annual LTI Awards

Determination of 2025 Annual LTI Awards

Determination of 2025 Annual LTI Awards

PSU Awards