8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

_____________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

| Date of report (Date of earliest event reported) | November 17, 2021 | | --- | --- || Marsh & McLennan Companies, Inc. | | --- | | (Exact Name of Registrant as Specified in its Charter) |

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | | --- | --- || ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | | --- | --- |

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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

On November 18, 2021, Marsh & McLennan Companies, Inc. (the “Company”) announced that, effective January 1, 2022, John Doyle, 57, will be appointed Group President and Chief Operating Officer. He will continue in his role as Vice Chair of the Company. Mr. Doyle has served as the President and Chief Executive Officer of Marsh LLC since July 2017, and as President of Marsh since April 2016. In connection with his increased responsibilities, Mr. Doyle will receive a $1 million grant of stock units on January 1, 2022 that is scheduled to vest on January 15, 2025.

The Company also announced that Martin South, President of Marsh US and Canada, will succeed Mr. Doyle as President and Chief Executive Officer of Marsh LLC, effective January 1, 2022. He will also be appointed Vice Chair of the Company. Previously, Mr. South served as Chief Executive Officer of Marsh Inc.’s Asia-Pacific region, Chief Executive Officer of Marsh UK and Ireland and Chief Executive Officer of Marsh Europe.

In addition, the Company announced that Dean Klisura will be appointed President and Chief Executive Officer of Guy Carpenter and Vice Chair of the Company, effective January 1, 2022, succeeding Peter Hearn who will continue in his role as Vice Chair of the Company. Effective January 1, 2022, Mr. Hearn will no longer serve as the President and Chief Executive Officer of Guy Carpenter. Mr. Klisura has served as President of Guy Carpenter since October 2020. Mr. Klisura joined Marsh in 1993 and previously served as President of Marsh Global Placement and Advisory Services.

On November 17, 2021, the Compensation Committee of the Company’s Board of Directors approved an amendment to the terms of Mr. Doyle’s employment in conjunction with his assuming the roles of Group President and Chief Operating Officer of the Company effective January 1, 2022. Mr. Doyle will receive an annual base salary of $1,200,000. Mr. Doyle will be eligible for an annual bonus with a target of $2,800,000 commencing with the 2022 performance year (awarded in February 2023). Mr. Doyle will be eligible for a long-term incentive award with a target value of $4,000,000 commencing with the award to be made in 2022.

On November 17, 2021, the Compensation Committee of the Company’s Board of Directors also approved the terms of Mr. Hearn’s employment as Vice Chair of the Company effective January 1, 2022. Mr. Hearn will receive an annual base salary of $800,000. Mr. Hearn will be eligible for an annual bonus with a target of $1,500,000 commencing with the 2022 performance year (awarded in 2023). Mr. Hearn will not be eligible for any additional awards under the Company's long-term incentive program and will not be eligible for any severance benefits upon the conclusion of his employment. Mr. Hearn will continue to be eligible to participate in the Company's employee benefit plans and programs on terms and conditions as are generally provided to similarly situated employees of the Company, as in effect from time to time. While employed by the Company and for 12 months following his termination of employment, Mr. Hearn will be subject to certain restrictive covenants. Mr. Hearn’s employment as Vice Chair of the Company is conditioned on his entry into a waiver and release in connection with a letter agreement documenting the terms of his employment and at the termination of his employment.

A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01        Financial Statements and Exhibits

(d)        Exhibits

99.1      Press release issued by Marsh & McLennan Companies, Inc. on November 18, 2021.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:    November 22, 2021

EXHIBIT INDEX

Exhibit No.           Exhibit

5

Document

News release

Marsh McLennan Appoints John Doyle Group President and Chief Operating Officer

Martin South named President and CEO of Marsh

Dean Klisura named President and CEO of Guy Carpenter

NEW YORK, November 18, 2021 — Today, Marsh McLennan (NYSE: MMC), the world’s leading professional services firm in the areas of risk, strategy, and people, announced changes to its Executive Committee effective January 1, 2022.

John Doyle has been promoted to Group President and Chief Operating Officer of Marsh McLennan and will continue as Vice Chair of the Company. Mr. Doyle is currently President and CEO of Marsh, a position he assumed in 2017. In his new role, he will work closely with President and CEO Dan Glaser to realize the enterprise’s overall strategic business and operational objectives. The CEOs of Marsh, Guy Carpenter, Mercer and Oliver Wyman will report to Mr. Doyle. He will report to Mr. Glaser.

“John has been an indispensable partner to me and a critical part of our company’s success,” said Mr. Glaser. “Marsh has thrived under his leadership, experiencing several years of accelerated revenue growth and record new business. He’s established at Marsh an even stronger culture of colleague engagement, inclusion and diversity. With John in this new role, we’ll have additional leadership focus on our strategic and operational priorities across the enterprise, giving us the ability to unlock more potential across our organization.”

Martin South, President of Marsh US and Canada, will succeed Mr. Doyle as President and CEO of Marsh. He was also appointed Vice Chair of Marsh McLennan and will join Marsh McLennan’s Executive Committee. Mr. South has more than 30 years of global insurance experience, including serving as CEO for Marsh’s Asia-Pacific region, Marsh UK & Ireland and Marsh Europe.

Dean Klisura, President of Guy Carpenter, has been named President and CEO of Guy Carpenter, succeeding Peter Hearn. He was also appointed Vice Chair of Marsh McLennan and will succeed Mr. Hearn on Marsh McLennan’s Executive Committee. Mr. Klisura had been with Marsh for nearly 30 years, serving in executive leadership roles in Marsh’s Global Placement and Advisory Services and Global Specialties businesses before joining Guy Carpenter last year.

Peter Hearn, currently CEO of Guy Carpenter, will continue in his role as Vice Chair of Marsh McLennan, focusing on sales and colleague development initiatives. Mr. Hearn will continue to report to Mr. Glaser.

Dominic Burke, Vice Chair of Marsh McLennan, will retire in mid-January. Mr. Burke, former CEO of Jardine Lloyd Thompson (JLT), joined Marsh McLennan following its acquisition of JLT in 2019.

Mr. Glaser commented, “On behalf of the entire company I want to express my deep gratitude to Dominic for his leadership, which ensured our combination with JLT, the largest acquisition in our company’s history, was a win for our clients, for our company, and for our colleagues.

“I also want to thank Peter for his exceptional leadership of Guy Carpenter. During his tenure, Guy Carpenter has achieved record financial performance and cultivated a strong company culture with colleagues’ professional success and personal fulfillment a consistent priority. We are looking forward to the contributions he will continue to make to Marsh McLennan as Vice Chair.

“Today, we are a stronger and more dynamic company, well-positioned for the future. In their new roles, these leaders will help us achieve the next phase of our growth and realize the vast possibility that we have created for our clients, colleagues and the communities in which we live and work.”

About Marsh McLennan

Marsh McLennan (NYSE: MMC) is the world’s leading professional services firm in the areas of risk, strategy and people. The Company’s 81,000 colleagues advise clients in 130 countries. With annual revenue over $19 billion, Marsh McLennan helps clients navigate an increasingly dynamic and complex environment through four market-leading businesses. Marsh provides data-driven risk advisory services and insurance solutions to commercial and consumer clients. Guy Carpenter develops advanced risk, reinsurance and capital strategies that help clients grow profitably and pursue emerging opportunities. Mercer delivers advice and technology-driven solutions that help organizations redefine the world of work, reshape retirement and investment outcomes, and unlock health and wellbeing for a changing workforce. Oliver Wyman serves as a critical strategic, economic and brand advisor to private sector and governmental clients. For more information, visit marshmclennan.com, follow us on LinkedIn and Twitter or subscribe to BRINK.