DEF 14A of Marsh & Mclennan Companies, Inc., Mar 31, 2026

DEF 14A of Marsh & Mclennan Companies, Inc.

Filed Mar 31, 2026 · FY20250001193125-26-133303

Open on EDGAR

  1. Election of Directors

    Election of Directors

  2. Election of Directors

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

  3. Election of Directors

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

  4. Compensation Practices

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

  5. Executive Committee

    Executive Committee The Executive Committee is empowered to act for the full Board during the intervals between Board meetings, except with respect to matters that, under Delaware law or the Company’s bylaws, may not be delegated to a committee of the Board. The Executive Committee meets as necessary, with all actions taken by the Committee reported at the next Board meeting. Notice of Annual Meeting and 2026 Proxy Statement | Election of Directors At the 2026 annual meeting, stockholders will vote on the election of the thirteen (13) nominees listed on the following page for a one-year term. As described under “Director Recruitment, Nomination and Succession Planning” on page 6, Mr. Broussard and Mr. Harrison joined the Board in July 2025 and February 2026, respectively, and they will appear on the ballot for the first time. The Board has nominated each of these individuals to serve until the 2027 annual meeting. Each nominee has indicated that he or she will serve if elected. We do not anticipate that any of the nominees will be unable or unwilling to stand for election, but if that happens, your proxy may be voted for another person nominated by the Board or the Board may reduce its size. Each director holds office until his or her successor has been duly elected and qualified or his or her earlier resignation, death or removal. In nominating the following slate of director candidates for election at the Company’s annual meeting of stockholders, the Board has evaluated each nominee by reference to the criteria described above on pages 10 and 11 under the headings “Director Qualifications” and “Director Skills and Experience.” In addition, the Board evaluates each individual director in the context of the Board as a whole, with the objective of recommending a group that can best support the success of our businesses and represent stockholder interests. The following section contains information provided by the nominees about their principal occupations, business experience and other matters, including their current committee assignments, as well as a description of how each individual’s experience qualifies him or her to serve as a director of the Company.

  6. Executive Committee

    | The Board of Directors Recommend That You Vote For All of The Director Nominees. | |

  7. Executive Committee

    | Name / Age | Director Since | Background | Independent | Other Public Company Boards | Committees | | Anthony K. Anderson, 70 | 2016 | Former Vice Chair and Midwest Area Managing Partner of Ernst & Young LLP | Yes | — | Audit (Chair) Business Responsibility | | Bruce Broussard, 63 | 2025 | Interim Chief Executive Officer of HP Inc., Former President and Chief Executive Officer of Humana and former Chief Executive Officer of McKesson Specialty/US Oncology | Yes | 1 | Audit | | John Q. Doyle, 62 | 2023 | President and Chief Executive Officer of Marsh | No | — | Executive Finance | | H. Edward Hanway, 74 | 2010 | Former Chairman and Chief Executive Officer of CIGNA Corporation | Yes | — | Business Responsibility Compensation Directors and Governance Executive (Chair) Finance | | Peter Harrison, 59 | 2026 | Former Chief Executive Officer of Schroders, and Former Chairman and Chief Executive Officer of RWC Partners | Yes | 2 | Compensation Finance | | Judith Hartmann, 56 | 2023 | Executive Board Member of Bayer AG. Former Operating Partner of Sandbrook Capital and Former Deputy Chief Executive Officer and Chief Financial Officer of ENGIE | Yes | — | Audit Business Responsibility Finance | | Deborah C. Hopkins, 71 | 2017 | Former Chief Executive Officer of Citi Ventures, Former Chief Innovation Officer of Citigroup | Yes | 1 | Directors and Governance Executive Finance (Chair) | | Tamara Ingram, 65 | 2019 | Former Global Chairman of Wunderman Thompson | Yes | 3 | Business Responsibility (Chair) Compensation | | Jane H. Lute, 69 | 2020 | Strategic Director of SICPA North America | Yes | 2 | Audit Business Responsibility | | Steven A. Mills, 74 | 2011 | Former Executive Vice President of Software & Systems of International Business Machines Corporation (IBM) | Yes | — | Compensation (Chair) Directors and Governance Executive |

  8. Executive Committee

    | Name / Age | Director Since | Background | Independent | Other Public Company Boards | Committees | | Morton O. Schapiro, 72 | 2002 | Executive Vice President and Senior Advisor of TWG Global and President Emeritus, Northwestern University | Yes | — | Compensation Directors and Governance (Chair) Executive | | Jan Siegmund, 61 | 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 Finance | | Lloyd M. Yates, 65 | 2011 | President and Chief Executive Officer of NiSource Inc. | Yes | 1 | Compensation Finance |

  9. Executive Committee

    | Anthony K. Anderson | | | | | | Director Since: 2016 Age: 70 Other Public Company Boards: N/A Past Five Years: AAR Corp. Avery Dennison Corporation Exelon Corporation | Committees: Audit (Chair) Business Responsibility Key Skills and Experience: Leadership Financial Industry Business Responsibility Risk Management | |

  10. Executive Committee

    Business Experience: Mr. Anderson served as Vice Chair and Midwest Area Managing Partner of Ernst & Young LLP from 2006 until his retirement in April 2012. He joined Ernst & Young in 1977 and held various management positions during his 35-year career there. Mr. Anderson served on the Board of the Federal Reserve Bank of Chicago from 2008 to 2010. He is a member of the American, California and Illinois Institutes of Certified Public Accountants. Mr. Anderson is 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 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.

  11. Executive Committee

    | Bruce Broussard | | | | | | Director Since: 2025 Age: 63 Other Public Company Boards: HP, Inc. Past Five Years: Humana, Inc. Keycorp | Committees: Audit Key Skills and Experience: Leadership Financial Industry Government Relations & Regulatory Risk Management | |

  12. Executive Committee

    Business Experience: Bruce Broussard has served as interim Chief Executive Officer at HP, Inc. since 2026. He served as President and Chief Executive Officer of Humana Inc., a leading healthcare company, from 2013 through 2024. During his tenure, he led Humana through a period of significant transformation and growth, evolving it into an integrated health services organization with a strong focus on senior care. Prior to Humana, Mr. Broussard was Chief Executive Officer of McKesson Specialty/US Oncology, Inc., where he held senior leadership roles for over a decade—including CFO, President, CEO, and Chairman, guiding the company through substantial expansion and its eventual acquisition by McKesson. Mr. Broussard also serves on the board of directors of HP Inc., where he is also Interim CEO. He is on the board of directors of Cleveland Clinic and is Interim CEO of HP Inc. Additionally, Mr. Broussard holds leadership positions in numerous advocacy organizations, including The Business Council and the American Heart Association’s CEO Roundtable. He is also the Chair of the Board of Directors of the Trust for the National Mall, a nonprofit philanthropic partner of the National Park Service dedicated to restoring and preserving the National Mall. Qualifications: We believe Mr. Broussard’s qualifications to sit on our Board include his extensive leadership and financial experience at large multinational companies, including as chief executive officer and chief financial officer, together with his background in relevant sectors such as insurance and healthcare, which provide our Board with insight into important areas in which the Company conducts business.

  13. Executive Committee

    | John Q. Doyle | | | | | | Director Since: 2023 Age: 62 Other Public Company Boards: N/A | Committees: Executive Finance Key Skills and Experience: Leadership Financial Industry International Risk Management | |

  14. Executive Committee

    Business Experience: Mr. Doyle is President and CEO of Marsh. Previously, from 2021 to 2022, he served as Group President and Chief Operating Officer, responsible for the strategy and operational objectives of the company’s four global businesses. John joined in 2016 as President of Marsh Risk, which he subsequently led as President and CEO from 2017 to 2021. John has 40 years of leadership experience in professional and financial services. He began his career at AIG, where he held several executive-level positions. John serves as the Chairman of the United States Treasury’s Federal Advisory Committee on Insurance, as a member of the Business Roundtable, on the Board of Directors of the Partnership for New York City and on the Board of Overseers of the Maurice R. Greenberg School of Risk Management, Insurance and Actuarial Science at St. John’s University. He is a Trustee of the Inner-City Scholarship Fund, and a member of the Board of the New York Police and Fire Widows’ and Children’s Benefit Fund. 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.

  15. Executive Committee

    | H. Edward Hanway | | | | | | Director Since: 2010 Age: 74 Other Public Company Boards: N/A | Committees: Business Responsibility Compensation Directors and Governance Executive (Chair) Finance Key Skills and Experience: Leadership Financial Industry International Government Relations & Regulatory | |

  16. Executive Committee

    Business Experience: Mr. Hanway served as Chairman and Chief Executive Officer of CIGNA Corporation from 2000 until his retirement in 2009. From 1999 to 2000, he served as President and Chief Operating Officer of CIGNA. From 1996 to 1999, he was President of CIGNA HealthCare and from 1989 to 1996 was President of CIGNA International. Mr. Hanway is a former member of the Board of Directors of America’s Health Insurance Plans (AHIP). He is also a past Chairman of the Council on Affordable Quality Healthcare (CAQH) and has been active in a wide range of issues and initiatives associated with children’s health and education. He serves on the Board of Trustees of Drexel Neumann Academy and the Delaware County Community Foundation and was the Chairman of the Faith in the Future Foundation committed to growth of Catholic education in the Archdiocese of Philadelphia. Qualifications: We believe Mr. Hanway’s qualifications to chair our Board 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.

  17. Executive Committee

    | Peter Harrison | | | | | | Director Since: 2026 Age: 59 Other Public Company Boards: Lazard, Inc. Morgan Sindall plc Past Five Years: N/A | Committees: Compensation Finance Key Skills and Experience: Leadership International Industry Financial Business Responsibility | |

  18. Executive Committee

    Business Experience: Mr. Harrison served as Chief Executive Officer of Schroders plc from 2016 to 2024. He was the Global Head of Investment from 2013 to 2016. Before joining Schroders, Mr. Harrison was Chairman and CEO of RWC Partners (now RedWheel) from 2006 to 2013 and Global Chief Investment Officer of Deutsche Bank’s various asset management businesses from 2004-2006. Peter began his career at Schroders and later spent time at Newton Investment Management and Flemings/JP Morgan as a Portfolio Manager. Mr. Harrison serves on the Board of Directors of Lazard, Inc., and is Chair of the Board of Directors of Morgan Sindall plc. He is a member of the UK Capital Markets Industry Taskforce and is Chair of Business in the Community, the King’s responsible business charity. He also serves on UK Economy Honours Committee and as an advisor of FCLT Global (the non-profit association dedicated to focusing capital on the long term). He previously served as a member of the UK Government’s Asset Management Taskforce, and as Chairman of the Board of Directors of the Investment Association. Qualifications: We believe Mr. Harrison’s qualifications to serve on our Board include his years of significant leadership experience, including his chief executive officer experience in the investment and asset management industry, which provide our Board with valuable insight into areas in which the Company conducts business.

  19. Executive Committee

    | Judith Hartmann | | | | | | Director Since: 2023 Age: 56 Other Public Company Boards: Ørsted A/S (Term expires April 2026) Past Five Years: Suez S.A. Unilever PLC | Committees: Audit Business Responsibility Finance Key Skills and Experience: Leadership Financial International Business Responsibility Risk Management | |

  20. Executive Committee

    Business Experience: Judith Hartmann is a member of the Executive Board of Bayer AG, a leading life sciences company in health and nutrition. She will be appointed as Chief Financial Officer of Bayer AG, effective June 1, 2025. Ms. Hartmann was an Operating Partner at Sandbrook Capital, a private investment firm focused on transforming energy infrastructure, from 2023 to 2026. From 2015 to 2022, Judith Hartmann was Deputy CEO and Group Chief Financial Officer of ENGIE S.A., a French multi-national energy 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 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 include her expertise in international markets and her international background, her understanding of global business practices, her corporate governance experience from serving as a director on other significant publicly traded and private boards and her significant experience in finance and leadership positions at multinational companies.

  21. Executive Committee

    | Deborah C. Hopkins | | | | | | Director Since: 2017 Age: 71 Other Public Company Boards: Union Pacific Corporation Past Five Years: Bridge Investment Group 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 | |

  22. Executive Committee

    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 Corp., 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 and chair our Finance Committee include her significant leadership positions in finance, technology, cybersecurity, innovation and strategic planning at various multinational and global companies.

  23. Executive Committee

    | Tamara Ingram | | | | | | Director Since: 2019 Age: 65 Other Public Company Boards: Intertek plc Marks & Spencer plc Reckitt Benckiser Group plc Past Five Years: Serco Group plc | Committees: Business Responsibility (Chair) Compensation Key Skills and Experience: Leadership International Technology & Cybersecurity Business Responsibility Government Relations & Regulatory | |

  24. Executive Committee

    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 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.

  25. Executive Committee

    | Jane H. Lute | | | | | | Director Since: 2020 Age: 69 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 | |

  26. Executive Committee

    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 Air Worldwide Holding Corporation. Qualifications: We believe Ms. Lute’s qualifications to serve on our Board 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.

  27. Executive Committee

    | Steven A. Mills | | | | | | Director Since: 2011 Age: 74 Other Public Company Boards: N/A | Committees: Compensation (Chair) Directors and Governance Executive Key Skills and Experience: Leadership Financial Industry International Technology & Cybersecurity | |

  28. Executive Committee

    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 Board of privately held Solace Corporation. Qualifications: We believe Mr. Mills’ qualifications to serve on our Board 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.

  29. Executive Committee

    | Morton O. Schapiro | | | | | | Director Since: 2002 Age: 72 Other Public Company Boards: N/A | Committees: Compensation Directors and Governance (Chair) Executive Key Skills and Experience: Leadership Financial International Business Responsibility Risk Management | |

  30. Executive Committee

    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 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.

  31. Executive Committee

    | Jan Siegmund | | | | | | Director Since: 2024 Age: 61 Other Public Company Boards: Western Union | Committees: Audit Finance Key Skills and Experience: Leadership Financial International Government Relations & Regulatory Risk Management | |

  32. Executive Committee

    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 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.

  33. Executive Committee

    | Lloyd M. Yates | | | | | | Director Since: 2011 Age: 65 Other Public Company Boards: NiSource Inc. Past Five Years: American Water Works Company Sonoco Products Company | Committees: Compensation Finance Key Skills and Experience: Leadership Financial Business Responsibility Government Relations & Regulatory Risk Management | |

  34. Executive Committee

    Business Experience: Mr. Yates is the President and Chief Executive Officer of NiSource Inc. From 2012 until his retirement in 2019, Mr. Yates served in senior leadership roles with Duke Energy, including Executive Vice President and President of Duke Energy’s Carolinas Region and Executive Vice President of Customer Operations. Mr. Yates has more than 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 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. Executive Compensation Advisory (Nonbinding) Vote to Approve Named Executive Officer Compensation Recognizing that executive compensation is an important matter for our stockholders, and in accordance with SEC rules, we are asking our stockholders to approve a nonbinding advisory resolution on the compensation of our named executive officers as disclosed in this proxy statement. This proposal, commonly known as a “say on pay” proposal, is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and our executive compensation philosophy, policies and practices as described in this proxy statement. Although the voting results are not binding, the Board and the Compensation Committee will take into account the results of the vote when considering future executive compensation arrangements. We will conduct this advisory vote on an annual basis through our 2029 Annual Meeting of Stockholders, when the next nonbinding advisory vote on the frequency of future say on pay votes will occur. We encourage our stockholders to read the Compensation Discussion and Analysis, which describes our executive compensation program and related policies and practices and explains the decisions the Compensation Committee has made under this program and the factors considered in making those decisions. We also encourage our stockholders to review the 2025 Summary Compensation Table and the other compensation tables and accompanying narratives, which provide detailed information on the compensation of our named executive officers. For the reasons discussed in the Compensation Discussion and Analysis and addressed above, we believe that our compensation program is aligned with the interests of our stockholders and is designed to reward our executives in the event of strong Company performance. Stockholders are Being Asked to Vote on the Following Resolution: RESOLVED, that pursuant to Schedule 14A of the Exchange Act, the stockholders of Marsh & McLennan Companies, Inc. approve, on a nonbinding advisory basis, the compensation of the Company’s named executive officers as disclosed in this proxy statement, including the Compensation Discussion and Analysis, the executive compensation tables and the accompanying narratives.

  35. Executive Committee

    | The Board of Directors Recommends That You Vote For The Approval of Our Named Executive Officer Compensation on a Nonbinding Advisory Basis. | |

  36. 2025 Highlights

    | Executive Compensation | • In February 2026, the Compensation Committee assessed management’s performance against our 2025 objectives. The Compensation Committee determined bonuses that were above target for all of our named executive officers commensurate with solid performance with respect to our financial and strategic objectives. • We achieved three-year annualized adjusted EPS growth of 12.7%* for our 2023 performance stock unit (“PSU”) awards. This was above our 8% target and 12% maximum for the awards, resulting in a 200% EPS performance factor. However, our three-year TSR was at the 38th percentile versus S&P 500 constituents*, which resulted in a 0.88x relative TSR modifier and a payout of 176% of target. * 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. | | | | | Senior Executive Changes | Effective April 1, 2026 • Nick Studer will assume the role of President and CEO of Marsh Risk succeeding Martin South. Mr. Studer previously served as the President and Chief Executive Officer of Oliver Wyman and Marsh Management Consulting. • Martin South will assume the enterprise-wide role of Chief Client Officer. • Ted Moynihan was appointed President and Chief Executive Officer of Oliver Wyman and Marsh Management Consulting, succeeding Mr. Studer. Effective January 15, 2025 • Paul Beswick’s role was expanded to Senior Vice President, Chief Information & Operations Officer. Mr. Beswick has served as Chief Information Officer since 2021. | | | |

  37. 2025 and 2026 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 | 2/24/2026 | $1,500,000 | $5,550,000 | $17,500,000 | $24,550,000 | | | 2/18/2025 | $1,500,000 | $6,500,000 | $16,750,000 | $24,750,000 | | | Change | 0% | -15% | +4% | -1% | | Mr. McGivney | 2/24/2026 | $1,000,000 | $3,100,000 | $3,600,000 | $7,700,000 | | | 2/18/2025 | $1,000,000 | $3,300,000 | $3,600,000 | $7,900,000 | | | Change | 0% | -6% | 0% | -3% | | Mr. South | 2/24/2026 | $1,000,000 | $3,500,000 | $3,200,000 | $7,700,000 | | | 2/18/2025 | $1,000,000 | $4,250,000 | $3,200,000 | $8,450,000 | | | Change | 0% | -18% | 0% | -9% | | Mr. Tomlinson | 2/24/2026 | $900,000 | $2,700,000 | $2,300,000 | $5,900,000 | | | 2/18/2025 | $900,000 | $3,100,000 | $2,300,000 | $6,300,000 | | | Change | 0% | -13% | 0% | -6% | | Mr. Klisura | 2/24/2026 | $900,000 | $3,300,000 | $2,000,000 | $6,200,000 | | | 2/18/2025 | $900,000 | $3,800,000 | $2,000,000 | $6,700,000 | | | Change | 0% | -13% | 0% | -7% |

  38. 2025 and 2026 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. For annual LTI awards granted in 2025, the fair market value of the Company’s common stock is defined as the average of the high and low trading prices of the Company’s common stock on the trading day immediately preceding the grant date. For annual LTI awards granted in 2026, the fair market value of the Company’s common stock is defined as the closing price of the Company’s common stock on the trading day immediately preceding the grant date. 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. |

  39. Elements of Compensation

    | 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 2025 are set forth in “Determination of 2025 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. | | | | |

  40. Annual Bonus

    Annual Bonus The Compensation Committee determined the 2025 annual bonus awards for our named executive officers using the following framework: The Compensation Committee established the annual bonus framework and rigorous financial performance targets for the performance metrics in early 2025. In 2025, the Compensation Committee made the following increases to target annual bonuses:

  41. Annual Bonus

    | • | Mr. McGivney from $1,750,000 to $1,900,000; |

  42. Annual Bonus

    | • | Mr. South from $2,300,000 to $2,450,000; |

  43. Annual Bonus

    | • | Mr. Tomlinson from $1,900,000 to $2,100,000; and |

  44. Annual Bonus

    | • | Mr. Klisura from $1,900,000 to $2,100,000. |

  45. 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 Committee believes that, in our industry, competition for talent is significant and targets must be set competitively to attract, retain and reward executive talent. Mr. Doyle’s target annual bonus opportunity was not increased in 2025. In determining 2025 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 Compensation Committee believes limits the incentive for excessive risk-taking.

  46. Financial and Strategic Performance Measures

    Financial and Strategic Performance Measures The Compensation Committee selected the following measures and weightings for the 2025 annual bonus awards:

  47. Financial and Strategic Performance Measures

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

  48. Financial and Strategic Performance Measures

    The financial performance measure used for Company and business net operating income in the 2025 annual bonus framework is defined in “Definitions of Financial Performance Measures” on page 48. 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:

  49. 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% |

  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 ranging from 0% up to 50%.

  51. Determination of 2025 Annual Bonuses

    Determination of 2025 Annual Bonuses Using its assessment of the 2025 financial and strategic performance factors and the Company’s financial performance factor as its basis, the Compensation Committee determined the 2025 bonus award for each named executive officer in the manner described above. The actual annual bonuses paid to our named executive officers for 2025 were as follows:

  52. Determination of 2025 Annual Bonuses

    | Name | 2025 Target Bonus Award | 2025 Bonus as a % of Target | 2024 Actual Bonus Award | 2025 Actual Bonus Award | % Change | | Mr. Doyle | $3,750,000 | 148% | $6,500,000 | $5,550,000 | -15% | | Mr. McGivney | $1,900,000 | 163% | $3,300,000 | $3,100,000 | -6% | | Mr. South | $2,450,000 | 143% | $4,250,000 | $3,500,000 | -18% | | Mr. Tomlinson | $2,100,000 | 129% | $3,100,000 | $2,700,000 | -13% | | Mr. Klisura | $2,100,000 | 157% | $3,800,000 | $3,300,000 | -13% |

  53. Annual LTI Awards

    Annual LTI Awards In 2025, the Compensation Committee increased Mr. Doyle’s target LTI award from $13,750,000 to $16,750,000 based on a review of peer data and his performance as President and Chief Executive Officer. The Compensation Committee also increased the target LTI awards of our other NEOs as follows:

  54. Annual LTI Awards

    | • | Mr. McGivney from $3,450,000 to $3,600,000, |

  55. Annual LTI Awards

    | • | Mr. South from $2,800,000 to $3,200,000, and |

  56. Annual LTI Awards

    | • | Mr. Klisura from $1,800,000 to $2,000,000. |

  57. Annual LTI Awards

    The Compensation Committee believes these increases were appropriate based on a review of the competitive market, their past performance and expected future contributions to our long-term 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. The Compensation Committee set Mr. Tomlinson’s target LTI award at $2,300,000 in connection with his promotion to President and Chief Executive Officer of Mercer in April 2024. The Compensation Committee determined the 2026 annual LTI awards granted to our named executive officers as described in more detail in “Determination of 2026 Annual LTI Awards” on page 44, would comprise stock options and PSUs, as summarized in the following table:

  58. 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 |

  59. 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.

  60. Determination of 2026 Annual LTI Awards

    Determination of 2026 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 2026 are shown in the following table. They are not reflected in the “2025 Summary Compensation Table” on page 57 because the awards were made after the end of the 2025 fiscal year.

  61. Determination of 2026 Annual LTI Awards

    | | Annual LTI Awards Granted in 2026(1) | | | | Name | Stock Options | Performance Stock Units | Total | | Mr. Doyle | 8,750,000 | 8,750,000 | 17,500,000 | | 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 |

  62. Determination of 2026 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 closing price 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. |

  63. Determination of 2026 Annual LTI Awards

    The value ultimately realized from these awards 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. Vesting is contingent on the named executive officer’s continued service, except in certain circumstances such as retirement. The terms and conditions of these awards are described in the narrative following the “2025 Grants of Plan-Based Awards Table” on page 60.

  64. PSU Awards

    PSU Awards The performance measure for PSU awards, which represent 50% of the 2026 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, 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 solid 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 2023 through 2026 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 2023 to 2026 are defined in “Definitions of Financial Performance Measures” on page 48.

  65. Performance and Payout Levels for Our 2023 to 2026 PSU Awards

    Performance and Payout Levels for Our 2023 to 2026 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 2023 to 2026. 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.

  66. Performance and Payout Levels for Our 2023 to 2026 PSU Awards

    | Performance Level | Annualized Adjusted EPS Growth | Performance Factor | | 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% |

  67. Performance and Payout Levels for Our 2023 to 2026 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. The relative TSR modifier for our PSU awards is provided in the following table.

  68. Performance and Payout Levels for Our 2023 to 2026 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 |

  69. Performance and Payout Levels for Our 2023 to 2026 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.

  70. Performance Results for Our 2023 PSU Awards

    Performance Results for Our 2023 PSU Awards The following charts show three-year results for the 2023 PSU awards granted to our senior executives. Our 12.7% annualized adjusted EPS growth was above maximum and qualified for a 200% EPS performance factor. However, our 38th percentile relative TSR versus S&P 500 constituents was below target and corresponded to a .88x relative TSR modifier. As a result, the PSU payout for the 2023 PSU award was 176% of target, as discussed in the next section. The Compensation Committee believes the financial performance targets for the 2023 PSU awards were rigorous. The achievement of a 200% EPS performance factor and 0.88x relative TSR Modifier represent significant Company achievement over the performance period, as well as our pay for performance program through which the financial interest of our senior executives is aligned with the return of our stockholders.

  71. Performance Results for Our 2023 PSU Awards

    | * The adjusted EPS growth and relative TSR measures used in the PSU awards are defined in the “Definitions of Financial Performance Measures” on page 48. |

  72. Summary of PSU Awards Granted from 2023 through 2025

    Summary of PSU Awards Granted from 2023 through 2025 The table below summarizes the three-year performance periods for PSU awards granted from 2023 to 2025, including the payout at 176% of target for our 2023 PSU award based on 12.7% annualized adjusted EPS growth as modified for executive compensation purposes. The 12.7% 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 2023 PSU award, our three-year TSR was at the 38th percentile versus S&P 500 constituents, which resulted in a 0.88x relative TSR modifier. 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 2024 and 2025 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.

  73. Definitions of Financial Performance Measures

    Definitions of Financial Performance Measures The following table defines the financial performance measures used in our executive compensation program.

  74. Definitions of Financial Performance Measures

    | Used for | Measure | Definition | | 2025 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. | | 2025 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. 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 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. |

  75. Definitions of Financial Performance Measures

    | Used for | Measure | Definition | | PSU awards granted in 2024 | 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 2025 and 2026 | Company earnings per share* | Same definition as 2025 Annual Bonus Framework-Multiplier for Company Financial Performance, above. | | PSU awards granted in 2023, 2024, 2025 and 2026 | 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. |

  76. 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). |

  77. Peer Group Companies and Surveys

    Peer Group Companies and Surveys

  78. Peer Group for Executive Compensation Purposes

    Peer Group for Executive Compensation Purposes In 2025, 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. 2025 Peer Group for Executive Compensation

  79. 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) |

  80. 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 69. 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 2025, is presented in “Potential Payments Upon Termination or Change in Control” beginning on page 66.

  81. 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 2025, is presented in “Potential Payments Upon Termination or Change in Control” beginning on page 66.

  82. 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. | | 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 2025 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 (other than to meet tax withholding obligations or to pay the exercise price of stock options). | | | 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. |

  83. Risk and Reward Features of Executive Compensation Program

    | Feature | Description | | 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 give 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. | | 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 are described under Item 10 to our annual report on 10-K for the year ended December 31, 2025. | | 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. |

  84. Holding Requirement for Equity-Based Awards

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

  85. 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.

  86. 2025 Summary Compensation Table

    2025 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, 2025.

  87. 2025 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 | 2025 | 1,500,000 | — | 9,209,469 | 8,375,020 | 5,550,000 | — | 416,562 | 25,051,051 | | President and CEO, Marsh | 2024 | 1,475,000 | — | 7,546,615 | 6,875,020 | 6,500,000 | — | 410,904 | 22,807,539 | | | 2023 | 1,400,000 | — | 5,775,090 | 5,550,012 | 6,000,000 | — | 329,854 | 19,054,956 | | Mark C. McGivney | 2025 | 1,000,000 | — | 1,979,499 | 1,800,052 | 3,100,000 | 53,579 | 190,519 | 8,123,648 | | Chief Financial Officer, Marsh | 2024 | 950,000 | — | 1,893,530 | 1,725,042 | 3,300,000 | 10,067 | 80,975 | 7,959,614 | | | 2023 | 800,000 | — | 1,743,014 | 1,675,019 | 3,000,000 | 35,557 | 70,125 | 7,323,715 | | Martin C. South | 2025 | 1,000,000 | — | 1,759,442 | 1,600,008 | 3,500,000 | — | 141,544 | 8,000,994 | | President and Chief Executive | 2024 | 1,000,000 | — | 1,536,829 | 1,400,022 | 4,250,000 | — | 90,833 | 8,277,685 | | Officer, Marsh Risk and Vice Chair, Marsh | 2023 | 1,000,000 | — | 1,404,830 | 1,350,035 | 3,925,000 | — | 108,942 | 7,788,807 | | Patrick Tomlinson | 2025 | 900,000 | — | 1,264,631 | 1,150,052 | 2,700,000 | 6,731 | 154,008 | 6,175,422 | | President and Chief Executive Officer, Mercer and Vice Chair, Marsh | 2024 | 875,000 | — | 2,207,679 | 1,100,049 | 3,100,000 | 687 | 72,644 | 7,356,059 | | Dean M. Klisura | 2025 | 875,000 | — | 1,099,778 | 1,000,048 | 3,300,000 | 102,559 | 143,211 | 6,520,596 | | President and Chief Executive | 2024 | 800,000 | — | 988,025 | 900,017 | 3,800,000 | 32,622 | 70,475 | 6,591,139 | | Officer, Guy Carpenter and Vice Chair, Marsh | 2023 | 800,000 | — | 910,535 | 875,009 | 3,450,000 | 72,017 | 68,600 | 6,176,161 |

  88. 2025 Summary Compensation Table

    | (1) Mr. Tomlinson was appointed President and Chief Executive Officer, Mercer and Vice Chair, Marsh on April 1, 2024. Mr. Tomlinson’s compensation is shown for 2024 and 2025 since he was not a named executive officer in 2023. |

  89. 2025 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, 2025, December 31, 2024 and December 31, 2023, 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 2025, 2024 and 2023. The grant date fair value reported for the 2025 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 “2025 Grants of Plan-Based Awards Table” on page 60, 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 2025 are included in footnote 9 to the Company’s audited financial statements for the fiscal year ended December 31, 2025, included in the Company’s Annual Report on Form 10-K filed with the SEC on February 9, 2026. The assumptions used in calculating the amounts reported for awards granted prior to 2025 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 “2025 Grants of Plan-Based Awards Table” on page 60 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 “2025 and 2026 Annual Total Direct Compensation of Named Executive Officers” section on page 32 of the Compensation Discussion and Analysis due to rounding to the nearest whole share. |

  90. 2025 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 | 2025 | 9,209,469 | 18,418,937 | | | 2024 | 7,546,615 | 15,093,230 | | | 2023 | 5,775,090 | 11,550,179 | | Mr. McGivney | 2025 | 1,979,499 | 3,958,998 | | | 2024 | 1,893,530 | 3,787,061 | | | 2023 | 1,743,014 | 3,486,028 | | Mr. South | 2025 | 1,759,442 | 3,518,884 | | | 2024 | 1,536,829 | 3,073,658 | | | 2023 | 1,404,830 | 2,809,660 | | Mr. Tomlinson | 2025 | 1,264,631 | 2,529,261 | | | 2024 | 1,207,634 | 2,415,269 | | | 2023 | 156,111 | 312,222 | | Mr. Klisura | 2025 | 1,099,778 | 2,199,556 | | | 2024 | 988,025 | 1,976,049 | | | 2023 | 910,535 | 1,821,070 |

  91. 2025 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 2025 were determined by the Compensation Committee at its meeting on February 24, 2026 and were paid on February 27, 2026. |

  92. 2025 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 2025, 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, 2025, included in the Company’s Annual Report on Form 10-K filed with the SEC on February 9, 2026. The Company’s retirement programs are described in further detail in “Defined Benefit Retirement Program” on page 64. 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. |

  93. 2025 Summary Compensation Table

    | (5) The following items are reported in the “All Other Compensation” column for the named executive officers in 2025: |

  94. 2025 Grants of Plan-Based Awards Table

    2025 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 2025. 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 2025. 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 2025 under the 2020 Incentive and Stock Award Plan. The equity-based awards consist of PSU 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.

  95. 2025 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 (#) | All Other Option Awards: Number of Securities Underlying Options (#)(4) | Exercise or Base Price of Option Awards ($/Sh)(5) | Closing Stock Price on Date of Grant ($/Sh)(5) | Grant Date Fair Value of Stock and Option Awards ($)(6) | | (a) | (b)(1) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | (m) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | | John Q. Doyle | | 0 | 3,750,000 | 7,500,000 | | | | | | | | | | | 2/18/2025 | | | | 0 | 36,368 | 72,736 | | | | | 9,209,469 | | | 2/18/2025 | | | | | | | | 146,112 | 230.290 | 230.140 | 8,375,020 | | Mark C. McGivney | | 0 | 1,900,000 | 3,800,000 | | | | | | | | | | | 2/18/2025 | | | | 0 | 7,817 | 15,634 | | | | | 1,979,499 | | | 2/18/2025 | | | | | | | | 31,404 | 230.290 | 230.140 | 1,800,052 | | Martin C. South | | 0 | 2,450,000 | 4,900,000 | | | | | | | | | | | 2/18/2025 | | | | 0 | 6,948 | 13,896 | | | | | 1,759,442 | | | 2/18/2025 | | | | | | | | 27,914 | 230.290 | 230.140 | 1,600,008 | | Patrick Tomlinson | | 0 | 2,100,000 | 4,200,000 | | | | | | | | | | | 2/18/2025 | | | | 0 | 4,994 | 9,988 | | | | | 1,264,631 | | | 2/18/2025 | | | | | | | | 20,064 | 230.290 | 230.140 | 1,150,052 | | Dean M. Klisura | | 0 | 2,100,000 | 4,200,000 | | | | | | | | | | | 2/18/2025 | | | | 0 | 4,343 | 8,686 | | | | | 1,099,778 | | | 2/18/2025 | | | | | | | | 17,447 | 230.290 | 230.140 | 1,000,048 |

  96. 2025 Grants of Plan-Based Awards Table

    | (1) The equity-based awards granted on February 18, 2025 reported in this table were approved by the Compensation Committee at its meeting on the same date. |

  97. 2025 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 “2025 Summary Compensation Table.” |

  98. 2025 Grants of Plan-Based Awards Table

    | (3) The amounts reported in columns (f), (g) and (h) reflect PSU awards granted on February 18, 2025. The terms and conditions of these awards are described in the narrative following this table. |

  99. 2025 Grants of Plan-Based Awards Table

    | (4) The amounts reported in column (j) reflect nonqualified stock options granted on February 18, 2025. The terms and conditions of these awards are described in the narrative following this table. |

  100. 2025 Grants of Plan-Based Awards Table

    | (5) The stock options granted on February 18, 2025 have an exercise price of $230.29 per share, equal to the average of the high and low trading prices of shares of the Company’s common stock on February 14, 2025, 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 $230.14 per share, which was lower than the stock option exercise price. |

  101. 2025 Grants of Plan-Based Awards Table

    | (6) 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 2025 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. |

  102. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    2025 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, 2025. All outstanding equity awards are with respect to shares of the Company’s common stock.

  103. 2025 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 | 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 | 76,410 | 0 | 117.530 | 2/21/2031 | | | | | | | | 2/23/2022 | 47,803 | 15,935 | 151.368 | 2/22/2032 | | | | | | | | 2/23/2023 | 66,193 | 66,194 | 164.145 | 2/22/2033 | | | | | | | | | | | | | 2/23/2023 | | | 67,624 | 12,545,604 | | | 2/22/2024 | 34,515 | 103,548 | 200.468 | 2/21/2034 | | | | | | | | | | | | | 2/22/2024 | | | 68,590 | 12,724,817 | | | 2/18/2025 | 0 | 146,112 | 230.290 | 2/17/2035 | | | | | | | | | | | | | 2/18/2025 | | | 36,368 | 6,746,991 | | Mark C. McGivney | 2/22/2021 | 67,421 | 0 | 117.530 | 2/21/2031 | | | | | | | | 2/23/2022 | 38,840 | 12,947 | 151.368 | 2/22/2032 | | | | | | | | 2/23/2023 | 19,977 | 19,978 | 164.145 | 2/22/2033 | | | | | | | | | | | | | 2/23/2023 | | | 20,410 | 3,786,463 | | | 2/22/2024 | 8,660 | 25,982 | 200.468 | 2/21/2034 | | | | | | | | | | | | | 2/22/2024 | | | 17,210 | 3,192,799 | | | 2/18/2025 | 0 | 31,404 | 230.290 | 2/17/2035 | | | | | | | | | | | | | 2/18/2025 | | | 7,817 | 1,450,210 | | Martin C. South | 2/22/2021 | 12,361 | 0 | 117.530 | 2/21/2031 | | | | | | | | 2/23/2022 | 29,877 | 9,960 | 151.368 | 2/22/2032 | | | | | | | | 2/23/2023 | 16,101 | 16,102 | 164.145 | 2/22/2033 | | | | | | | | | | | | | 2/23/2023 | | | 16,450 | 3,051,804 | | | 2/22/2024 | 7,028 | 21,087 | 200.468 | 2/21/2034 | | | | | | | | | | | | | 2/22/2024 | | | 13,968 | 2,591,343 | | | 2/18/2025 | 0 | 27,914 | 230.290 | 2/17/2035 | | | | | | | | | | | | | 2/18/2025 | | | 6,948 | 1,288,993 |

  104. 2025 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) | | 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 | 5,619 | 0 | 117.530 | 2/21/2031 | | | | | | | | 2/23/2022 | 2,988 | 996 | 151.368 | 2/22/2032 | | | | | | | | 2/23/2023 | 1,789 | 1,790 | 164.145 | 2/22/2033 | | | | | | | | | | | | | 2/23/2023 | | | 1,828 | 339,131 | | | | | | | | 2/23/2023 | 610 | 113,167 | | | | | | | | | | 3/1/2023 | 1,228 | 227,819 | | | | | 2/22/2024 | 5,522 | 16,569 | 200.468 | 2/21/2034 | | | | | | | | | | | | | 2/22/2024 | | | 10,976 | 2,036,268 | | | | | | | | 4/1/2024 | 4,854 | 900,514 | | | | | 2/18/2025 | 0 | 20,064 | 230.290 | 2/17/2035 | | | | | | | | | | | | | 2/18/2025 | | | 4,994 | 926,487 | | Dean M. Klisura | 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 | 11,237 | 0 | 117.530 | 2/21/2031 | | | | | | | | 2/23/2022 | 17,926 | 5,976 | 151.368 | 2/22/2032 | | | | | | | | 2/23/2023 | 10,436 | 10,436 | 164.145 | 2/22/2033 | | | | | | | | | | | | | 2/23/2023 | | | 10,662 | 1,978,014 | | | 2/22/2024 | 4,518 | 13,556 | 200.468 | 2/21/2034 | | | | | | | | | | | | | 2/22/2024 | | | 8,980 | 1,665,970 | | | 2/18/2025 | 0 | 17,447 | 230.290 | 2/17/2035 | | | | | | | | | | | | | 2/18/2025 | | | 4,343 | 805,713 |

  105. 2025 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. |

  106. 2025 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, 2025. |

  107. 2025 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 | 100% vesting on March 15, 2026 | | 2/23/2023 | Mr. Tomlinson | 100% vesting on February 28, 2026 |

  108. 2025 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, 2025 ($185.52), the last trading day of 2025. |

  109. 2025 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 2023 and 2024 PSU awards and target performance for the 2025 PSU award. The PSU awards granted in February 2023 vested on February 28, 2026, and PSU awards granted in February 2024 and February 2025 will vest on February 28, 2027 and February 28, 2028, 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 2023, 2024 and 2025 were determined by the Compensation Committee in the first quarter after the end of the year. As of December 31, 2025, performance was tracking above target payout level for the 2023 and 2024 PSU awards and below target for the 2025 PSU awards. If the Company does not attain the maximum performance for the 2023 and 2024 PSU awards or target performance for the 2025 PSU award 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 2023 PSU Awards” section on page 46 of the Compensation Discussion and Analysis and the narrative following the “2025 Grants of Plan-Based Awards Table” above with respect to the 2025 PSU awards granted to the named executive officers. |

  110. 2025 Option Exercises and Stock Vested Table

    2025 Option Exercises and Stock Vested Table The following table provides certain information concerning (i) stock options exercised by the named executive officers in 2025 and (ii) other stock awards held by the named executive officers that vested or were earned in 2025.

  111. 2025 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 | 84,318 | 12,744,917 | 32,188 | 7,398,847 | | Mark C. McGivney | 0 | 0 | 21,472 | 5,018,865 | | Martin C. South | 24,476 | 3,308,437 | 16,518 | 3,860,917 | | Patrick Tomlinson | 0 | 0 | 4,039 | 940,217 | | Dean M. Klisura | 9,569 | 1,549,738 | 9,910 | 2,316,363 |

  112. 2025 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. |

  113. 2025 Option Exercises and Stock Vested Table

    | (2) Includes distribution of shares of the Company’s common stock in connection with 2022 PSU awards that vested in 2025 and paid out at 200% of target based on Company performance (Mr. Doyle—26,426 shares, Mr. McGivney—21,472 shares, Mr. South—16,518 shares, Mr. Tomlinson—1,652 shares and Mr. Klisura—9,910 shares). |

  114. 2025 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. |

  115. 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:

  116. 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 |

  117. 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 |

  118. Defined Benefit Retirement Program

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

  119. 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. Mr. McGivney, Mr. Tomlinson and Mr. Klisura are eligible for early retirement benefits. Benefits under the United States Defined Benefit Retirement Program vest upon the earliest of (i) a participant’s attainment of five years of vesting service, (ii) attainment of age 65 or (iii) a change in control of the Company. Mr. McGivney, 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 2025, 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, 2025, included in the Company’s Annual Report on Form 10-K filed with the SEC on February 9, 2026. 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.

  120. Pension Benefits Table for 2025

    Pension Benefits Table for 2025

  121. Pension Benefits Table for 2025

    | 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 | 299,095 | 0 | | | Benefit Equalization Plan | 9.7 | 297,467 | 0 | | | Supplemental Retirement Plan | 9.7 | 125,312 | 0 | | | Total | | 721,874 | 0 | | Martin C. South | None | | | | | Patrick Tomlinson(3) | Qualified Retirement Plan | 2.3 | 65,709 | 0 | | | Benefit Equalization Plan | 2.3 | 11,914 | 0 | | | Supplemental Retirement Plan | 2.3 | 8,955 | 0 | | | Total | | 86,578 | 0 | | Dean M. Klisura(3) | Qualified Retirement Plan | 23.9 | 811,378 | 0 | | | Benefit Equalization Plan | 23.9 | 443,848 | 0 | | | Supplemental Retirement Plan | 23.9 | 221,780 | 0 | | | Total | | 1,477,006 | 0 |

  122. Pension Benefits Table for 2025

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

  123. Pension Benefits Table for 2025

    | (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, 2025, included in the Company’s Annual Report on Form 10-K filed with the SEC on February 9, 2026. 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, 2025 was $590,469 for Mr. McGivney, $84,494 for Mr. Tomlinson and $943,498 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. |

  124. Pension Benefits Table for 2025

    | (3) Mr. McGivney, Mr. Tomlinson 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 66. |

  125. 2025 Nonqualified Deferred Compensation Table

    2025 Nonqualified Deferred Compensation Table The SSIP is a nonqualified defined contribution plan that coordinates with the 401(k) 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 401(k) 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 with respect to future deferrals. Changes to existing balances are limited to once per calendar month. Additionally, 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 401(k) 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 401(k) 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 2025.

  126. 2025 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 | 69,150 | 80,500 | 162,259 | 0 | 1,332,687 | | Mark C. McGivney | 39,334 | 45,500 | 313,476 | 0 | 2,108,776 | | Martin C. South | 39,150 | 45,500 | 74,624 | 0 | 660,515 | | Patrick Tomlinson | 50,000 | 38,563 | 101,877 | 0 | 758,984 | | Dean M. Klisura | 31,650 | 36,750 | 198,089 | 0 | 1,927,286 |

  127. 2025 Nonqualified Deferred Compensation Table

    | (1) Amounts reported in this column are also reported in the “All Other Compensation” column in the “2025 Summary Compensation Table” on page 57. |

  128. 2025 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 “2025 Summary Compensation Table” on page 57. |

  129. 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, 2025, 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, 2025 ($185.52 per share), the last trading day of 2025. The employment letter for each named executive officer provides that he/she will participate in the Company’s Senior Executive Severance Pay Plan. In general, the Senior Executive Severance Pay Plan provides for cash severance in the event of an involuntary termination of employment without “cause” (as described in “Termination of Employment” below) or, within the two-year period following a change in control of the Company, either by the successor entity without cause or by the participant for a termination of employment for “good reason” (as described in “Termination of Employment” below). In addition, each such named executive officer is eligible for specified payments and benefits upon death or “disability” (as described in “Termination of Employment” below). Cash severance under the Senior Executive Severance Pay Plan is paid in a lump sum equal to:

  130. Potential Payments Upon Termination or Change in Control

    | • | one times annual base salary; |

  131. 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 |

  132. Potential Payments Upon Termination or Change in Control

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

  133. 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, 2025. 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. As of December 31, 2025, Mr. McGivney, Mr. Tomlinson and Mr. Klisura were eligible to commence benefit payments under the Company’s United States Defined Benefit Retirement Program upon an early retirement.

  134. Potential Payments Upon Termination or Change in Control

    | Name | Termination Reason | Total Cash Payment ($)(1) | Unvested Stock Awards ($)(2) | Unvested Option Awards ($)(2) | Accumulated Dividend Equivalents on Outstanding Stock Units ($) | Welfare and Retirement Benefits ($)(3)(4)(5) | Total ($)(6) | | John Q. Doyle | Involuntary termination without cause | 12,983,333 | 16,782,510 | 0 | 642,656 | 21,390 | 30,429,889 | | | Involuntary termination without cause or termination for good reason following a change in control | 11,183,333 | 29,345,368 | 1,959,109 | 981,884 | 21,390 | 43,491,084 | | | Death | 3,750,000 | 29,345,368 | 1,959,109 | 981,884 | 0 | 36,036,361 | | | Disability | 3,750,000 | 24,909,585 | 1,959,109 | 822,991 | 0 | 31,441,684 | | | Retirement | 0 | 16,782,510 | 0 | 642,656 | 0 | 17,425,166 | | Mark C. McGivney | Involuntary termination without cause | 7,083,333 | 4,674,733 | 0 | 184,622 | 24,183 | 11,966,871 | | | Involuntary termination without cause or termination for good reason following a change in control | 5,883,333 | 7,759,003 | 869,196 | 272,171 | 24,183 | 14,807,886 | | | Death | 1,900,000 | 7,759,003 | 869,196 | 272,171 | 0 | 10,800,369 | | | Disability | 1,900,000 | 6,571,860 | 869,196 | 228,830 | 0 | 9,569,886 | | | Retirement | 0 | 4,674,733 | 0 | 184,622 | 0 | 4,859,355 | | Martin C. South | Involuntary termination without cause | 8,391,667 | 3,807,984 | 0 | 149,475 | 5,122 | 12,354,247 | | | Involuntary termination without cause or termination for good reason following a change in control | 7,341,667 | 6,388,010 | 684,334 | 221,500 | 5,122 | 14,640,633 | | | Death | 2,450,000 | 6,388,010 | 684,334 | 221,500 | 0 | 9,743,844 | | | Disability | 2,450,000 | 5,425,903 | 684,334 | 186,425 | 0 | 8,746,663 | | | Retirement | 0 | 3,807,984 | 0 | 149,475 | 0 | 3,957,459 | | Patrick Tomlinson | Involuntary termination without cause | 5,458,333 | 2,431,611 | 0 | 80,294 | 22,574 | 7,992,812 | | | Involuntary termination without cause or termination for good reason following a change in control | 4,858,333 | 4,115,947 | 72,277 | 122,223 | 22,574 | 9,191,354 | | | Death | 2,100,000 | 4,115,947 | 72,277 | 122,223 | 0 | 6,410,446 | | | Disability | 2,100,000 | 3,607,993 | 72,277 | 105,981 | 0 | 5,886,250 | | | Retirement | 0 | 1,348,730 | 0 | 43,259 | 0 | 1,391,989 | | Dean M. Klisura | Involuntary termination without cause | 7,616,667 | 3,479,799 | 427,162 | 120,177 | 18,028 | 11,661,832 | | | Involuntary termination without cause or termination for good reason following a change in control | 6,416,667 | 4,099,992 | 427,162 | 142,811 | 18,028 | 11,104,659 | | | Death | 2,100,000 | 4,099,992 | 427,162 | 142,811 | 0 | 6,769,965 | | | Disability | 2,100,000 | 3,479,799 | 427,162 | 120,177 | 0 | 6,127,137 | | | Retirement | 0 | 3,479,799 | 427,162 | 120,177 | 0 | 4,027,137 |

  135. 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 |

  136. 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 | 5,933,333 | 7,433,333 | 1 | 7,433,333 | 5,550,000 | 12,983,333 | | | Involuntary termination without cause or termination for good reason following a change in control | 1,500,000 | 5,933,333 | 7,433,333 | 1 | 7,433,333 | 3,750,000 | 11,183,333 | | | 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 | 2,983,333 | 3,983,333 | 1 | 3,983,333 | 3,100,000 | 7,083,333 | | | Involuntary termination without cause or termination for good reason following a change in control | 1,000,000 | 2,983,333 | 3,983,333 | 1 | 3,983,333 | 1,900,000 | 5,883,333 | | | 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 | | Mr. South | Involuntary termination without cause | 1,000,000 | 3,891,667 | 4,891,667 | 1 | 4,891,667 | 3,500,000 | 8,391,667 | | | Involuntary termination without cause or termination for good reason following a change in control | 1,000,000 | 3,891,667 | 4,891,667 | 1 | 4,891,667 | 2,450,000 | 7,341,667 | | | Death | N/A | N/A | N/A | 0 | 0 | 2,450,000 | 2,450,000 | | | Disability | N/A | N/A | N/A | 0 | 0 | 2,450,000 | 2,450,000 | | | Retirement | N/A | N/A | N/A | 0 | 0 | 0 | 0 | | Mr. Tomlinson | Involuntary termination without cause | 900,000 | 1,858,333 | 2,758,333 | 1 | 2,758,333 | 2,700,000 | 5,458,333 | | | Involuntary termination without cause or termination for good reason following a change in control | 900,000 | 1,858,333 | 2,758,333 | 1 | 2,758,333 | 2,100,000 | 4,858,333 | | | Death | N/A | N/A | N/A | 0 | 0 | 2,100,000 | 2,100,000 | | | Disability | N/A | N/A | N/A | 0 | 0 | 2,100,000 | 2,100,000 | | | Retirement | N/A | N/A | N/A | 0 | 0 | 0 | 0 | | Mr. Klisura | Involuntary termination without cause | 900,000 | 3,416,667 | 4,316,667 | 1 | 4,316,667 | 3,300,000 | 7,616,667 | | | Involuntary termination without cause or termination for good reason following a change in control | 900,000 | 3,416,667 | 4,316,667 | 1 | 4,316,667 | 2,100,000 | 6,416,667 | | | Death | N/A | N/A | N/A | 0 | 0 | 2,100,000 | 2,100,000 | | | Disability | N/A | N/A | N/A | 0 | 0 | 2,100,000 | 2,100,000 | | | Retirement | N/A | N/A | N/A | 0 | 0 | 0 | 0 |

  137. 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. |

  138. 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. |

  139. 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. |

  140. 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, 2025. The values for 2023, 2024 and 2025 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. |

  141. 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. |

  142. Potential Payments Upon Termination or Change in Control

    | (4) The amounts reported in this column, where applicable, include the 401(k) 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). |

  143. Potential Payments Upon Termination or Change in Control

    | (5) Mr. McGivney, Mr. Tomlinson and Mr. Klisura are eligible for early retirement, as indicated in the “Defined Benefit Retirement Program” section on page 64. If Mr. McGivney had retired from the Company effective December 31, 2025, the present value of his accumulated pension benefits would have been $775,357 If Mr. Tomlinson had retired from the Company effective December 31, 2025, the present value of his accumulated pension benefits would have been $88,959. If Mr. Klisura had retired from the Company effective December 31, 2025, the present value of his accumulated pension benefits would have been $1,654,306. In addition, Mr. McGivney, Mr. Tomlinson and Mr. Klisura would have been entitled to payment of their account balances under the 401(k) 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. |

  144. 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. |

  145. Termination of Employment

    | • | distributions of tax-qualified defined contribution plans and nonqualified deferred compensation plans (the nonqualified deferred compensation plans are described in the “2025 Nonqualified Deferred Compensation Table” section, on page 65); and |

  146. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  147. 2025 Independent Director Compensation

    2025 Independent Director Compensation The table below indicates total compensation received by our independent directors for service on the Board and its committees during 2025:

  148. 2025 Independent Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Anthony K. Anderson | 175,000 | 215,000 | — | 390,000 | | Bruce Broussard(4) | 51,223 | — | — | 51,223 | | Oscar Fanjul(5) | 70,394 | — | — | 70,394 | | H. Edward Hanway | 342,500 | 215,000 | — | 557,500 | | Judith Hartmann | 142,500 | 215,000 | — | 357,500 | | Deborah C. Hopkins | 162,500 | 215,000 | — | 377,500 | | Tamara Ingram | 152,500 | 215,000 | — | 367,500 | | Jane H. Lute | 35,625 | 215,000 | — | 357,500 | | Steven Mills | 167,500 | 215,000 | — | 382,500 | | Morton O. Schapiro | 162,500 | 215,000 | — | 377,500 | | Jan Siegmund | 142,500 | 215,000 | — | 357,500 | | Lloyd Yates | 152,500 | 215,000 | — | 367,500 |

  149. 2025 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 2025, 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 Business Responsibility committees each received $20,000 for such service, and the Independent Chair received $200,000 for such service. The committee chairs compensated during fiscal 2025 were: Ms. Hopkins (Finance), Ms. Ingram (Business Responsibility), Mr. Mills (Compensation), Mr. Anderson (Audit), Mr. Schapiro (Directors and Governance), and Mr. Yates (Business Responsibility). Committee members other than the chairs receive no additional compensation for service on a committee. |

  150. 2025 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. |

  151. 2025 Independent Director Compensation

    | (2) This column reflects the award of 929 shares of the Company’s common stock to each independent director on June 1, 2025. The shares awarded to each director had an aggregate grant date fair value of $215,000, based on a per share price of $231.27, which was the average of the high and low prices on May 31, 2025, 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, 2025, 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, 2025, included in the Company’s Annual Report on Form 10-K filed with the SEC on February 9, 2026. Mr. Anderson, Ms. Hopkins, Ms. Ingram, Ms. Lute, Mr. Schapiro, Mr. Siegmund and Mr. Yates elected to defer receipt of all of the shares awarded to them. |

  152. 2025 Independent Director Compensation

    | As of December 31, 2025, 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, 15,564 shares, Ms. Hopkins, 19,850 shares, Ms. Ingram, 7,653 shares, Ms. Lute, 7,157 shares, Mr. Schapiro, 87,650 shares, Mr. Siegmund, 938 shares and Mr. Yates, 10,492 shares. Dividend equivalents on these deferred shares are reinvested into additional deferred shares for the account of the independent director. |

  153. 2025 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 2025, the Company matched up to $1,000 per colleague or director. No charitable contributions were matched for directors in 2025. |

  154. 2025 Independent Director Compensation

    | (4) Mr. Broussard was elected to the Board effective July 9, 2025. |

  155. 2025 Independent Director Compensation

    | (5) Mr. Fanjul did not stand for re-election at the May 2025 annual meeting. |

  156. Pay Versus Performance

    Pay Versus Performance One of the key principles by which we govern our executive compensation program is to support a solid performance culture through short-term and long-term variable compensation. In 2025, 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 compensation actually paid to each of our named executive officers each year.

  157. Pay Versus Performance

    | Fiscal Year (a) | Summary Compensation Table Total for PEO (1) (b) | Compensation Actually Paid to PEO (2) (c) | | Average Compensation Actually Paid to Non-PEO NEOs (2) (e) | Value of Initial Fixed $100 Investment Based on | | Net Income (4) (h) | | | | | | Average Summary Compensation Table Total for Non-PEO NEOs (1) (d) | | Total Shareholder Return (3) (f) | Peer Group Total Shareholder Return (3) (g) | | Adjusted EPS Growth as Further Adjusted for Executive Compensation Purposes (5) (i) | | 2025 | 25,051,051 | 11,535,337 | 7,130,165 | 4,904,905 | 171 | 203 | 4,160.0 | 8.8% | | 2024 | 22,807,539 | 32,339,406 | 7,546,124 | 9,819,968 | 192 | 176 | 4,060.0 | 10.6% | | 2023 | 19,054,956 | 31,181,865 | 7,172,630 | 11,156,213 | 169 | 135 | 3,756.0 | 18.8% | | 2022 | 30,924,435 | 23,167,779 | 8,088,411 | 8,272,370 | 146 | 121 | 3,050.0 | 14.6% | | 2021 | 21,519,703 | 89,772,223 | 6,997,689 | 21,130,889 | 151 | 135 | 3,143.0 | 20.5% |

  158. Pay Versus Performance

    | (1) In 2025, 2024 and 2023, John Q. Doyle was our Principal Executive Officer (PEO) and in 2021 and 2022, Daniel S. Glaser was our Principal Executive Officer. Our other NEOs consisted of (i) for 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 and 2025: Mark C. McGivney, Martin C. South, Patrick Tomlinson and Dean M. Klisura. |

  159. 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. |

  160. 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 | | 2025 | 25,051,051 | (17,584,489) | 0 | 4,068,775 | 11,535,337 | | 2024 | 22,807,539 | (14,421,635) | 0 | 23,953,502 | 32,339,406 |

  161. 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 | | 2025 | 7,130,165 | (2,913,378) | (40,717) | 728,835 | 4,904,905 | | 2024 | 7,546,124 | (2,937,798) | (10,844) | 5,222,486 | 9,819,968 |

  162. 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. |

  163. 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. |

  164. 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 | | 2025 | 38,237,182 | (50,556,740) | 16,126,649 | 261,685 | 4,068,775 | | 2024 | 16,961,136 | (5,907,710) | 12,694,817 | 205,258 | 23,953,502 |

  165. 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 | | 2025 | 7,338,017 | (12,079,990) | 5,365,650 | 105,157 | 728,835 | | 2024 | 3,418,980 | (3,142,951) | 4,849,277 | 97,180 | 5,222,486 |

  166. 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, 2020 with dividends reinvested. The peer group used for this purpose is the S&P 500 Financial index. |

  167. 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, 2025, 2024, 2023, 2022 and 2021, respectively. |

  168. 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. |

  169. Pay Versus Performance

    80 |

  170. Relationship between “Compensation Actually Paid” and Performance Measures

    Relationship between “Compensation Actually Paid” and Performance Measures In accordance with Item 402(v) of Regulation S-K, the charts below illustrate “compensation actually paid” to our NEOs. They also show how CAP aligns with the Company’s financial performance as measured by TSR, net income, and adjusted EPS. as well as a comparison of TSR and Peer Group TSR.

  171. 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, 2025. 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 2025 is 330. We believe this ratio to be a reasonable estimate, based upon the assumptions and adjustments described below. The ratio for 2025 is based on the annual total compensation of the Company’s median employee (excluding our CEO) and our CEO (as disclosed in the 2025 Summary Compensation Table in this proxy statement), as follows:

  172. CEO Pay Ratio

    | • Median employee: | $76,092 | | • CEO: | $25,051,051 |

  173. CEO Pay Ratio

    We identified the median employee based on total cash compensation, including base salary for 2025 and cash incentive compensation for 2024, for all individuals, excluding our CEO, who were employed by the Company (including our consolidated subsidiaries) on the median employee determination date (December 31, 2025). Our total number of employees on the median employee determination date, including U.S. and non-U.S. employees, was approximately 95,000. We annualized the base salary of permanent full-time and part-time employees hired in 2025 and of employees on a leave of absence. We did not annualize the base salary of temporary employees. For employees paid other than in U.S. dollars, we converted their compensation to U.S. dollars using the Company’s budgeted currency exchange rates for 2025. After identifying the median employee, we calculated annual total compensation for that employee for 2025 using the same methodology used to calculate the amount reported for our named executive officers in the “Total” column of the 2025 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. 82 |

  174. 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.