MRSH DEF 14A

Marsh & Mclennan Companies, Inc. (MRSH)

DEF 14A 2024-03-29 For: 2024-05-16

View Original

Added on June 12, 2026

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


		ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG)						Our 2023 ESG Report is available on our website at marshmclennan.com/about/esg.html and discloses against aspects of the Task Force on Climate-related Financial Disclosures (TCFD), Sustainability Accounting Standards Board (SASB) and Global Reporting Initiative (GRI) standards. Our 2023 ESG report and our website are not deemed part of this report and are not incorporated by reference. We have formally integrated ESG considerations into our decision-making processes since 2008 and believe that transparent and consistent disclosure enables better-informed business and investment decisions.

		STOCKHOLDER ENGAGEMENT						✓ In each of the past five years, we offered to engage with institutional stockholders holding approximately 36% to 64% of our outstanding common stock. ✓ In 2023, we expanded our stockholder engagement to take feedback from our stockholders following our lower-than-usual support for our 2023 say on pay proposal. We offered to engage with each of our top 50 stockholders, together representing 64% of our voting power and we held meetings with all stockholders that accepted our invitation. We ultimately met with stockholders representing approximately 33% of our voting power. Feedback was shared directly with the Board and its committees, including the Compensation Committee. The participating stockholders communicated their overall support of our executive compensation policies and practices. ✓ We understand that the one-time amendment to our former Chief Executive Officer (CEO), Daniel Glaser’s, outstanding performance stock unit awards in connection with his retirement was the basis for the lower-than-usual support for our say on pay proposal. We discussed the special circumstances, including the broad-based change to retirement treatment impacting all long-term incentive awards granted beginning in February 2022, Mr. Glaser’s lasting success as CEO and the successful transition of the CEO role to Mr. Doyle, that led the Compensation Committee to determine that the amendment was appropriate. Following the CEO transition, in the first quarter of 2023, we generated a 7% GAAP revenue increase and 9% underlying revenue growth, grew adjusted EPS* by 10% and GAAP EPS by 18% and expanded our margin. These strong results continued through 2023. We ended the year with a 25% increase in GAAP EPS, 17% growth in adjusted EPS, generated revenue of $22.7 billion (a 10% increase on a GAAP basis compared with 2022) and 9% growth in underlying revenue. Please see Exhibit A for a reconciliation of our non-GAAP financial measures to GAAP financial measures and related disclosures. ✓ We reassured stockholders that the amendment of equity awards was not intended to be a common practice and the Company does not have any current intention to amend outstanding awards in the future. ✓ In response to stockholder feedback, we continued to govern our executive compensation program based on four main principles: _• Aligning with stockholder value creation; _• Supporting a strong performance culture; _• Setting target compensation at competitive levels in markets where we operate; and _• Maximizing colleagues’ perceived value of our programs. For more information about what we heard and our response to the 2023 say on pay vote, please refer to page 32 in the Compensation Discussion and Analysis of this proxy statement.

		STOCKHOLDER RIGHTS						✓ Our bylaws provide for proxy access. ✓ Our bylaws allow holders of at least 20% of the voting power of the Company’s outstanding common stock to call a special meeting. ✓ Directors must receive a majority of the votes cast to be elected in uncontested elections. ✓ We do not have a stockholder rights plan, or poison pill, in place.


	COMPENSATION AND EQUITY	✓ We have stock ownership guidelines for directors and senior executives. ✓ We prohibit hedging transactions by directors and colleagues, including senior executives. ✓ Directors and senior executives are prohibited from pledging Company securities as collateral for a loan or otherwise.
KEY EXECUTIVE COMPENSATION POLICIES AND PRACTICES
	STOCKHOLDER ALIGNED EXECUTIVE COMPENSATION PROGRAM	• Our senior executives have a high percentage of variable (‘‘at risk’’) pay. • Long-term incentive compensation for our senior executives is delivered in stock options and performance stock unit awards, the value of which depends on stock price appreciation or achievement of specific Company financial objectives and the Company’s relative total stockholder return (“TSR”) versus S&P 500^® constituents. • We generally mitigate the potential dilutive effect of equity-based awards through our share repurchase program. • The Compensation Committee has engaged an independent compensation consultant.

	COMPENSATION RECOVERY POLICIES	• We maintain a compensation clawback policy for senior executives that provides for the recoupment of erroneously awarded compensation in the event of a financial restatement in accordance with Securities and Exchange Commission rules and New York Stock Exchange listing standards, which was filed as Exhibit 97.1 to our annual report on 10-K for the year ended December 31, 2023.

	SEVERANCE AND CHANGE IN CONTROL	• Severance protections for our senior executives, including our CEO, are at a 1x multiple of base salary and annual bonus, with a pro-rata bonus for the year of termination. Further, we are required as a matter of policy to obtain stockholder approval for severance agreements with certain senior executives if they provide for cash severance that exceeds 2.99x the executive’s base salary and three-year average annual bonus award. • We provide “double-trigger” vesting of equity-based awards and payment of severance benefits following a change in control of the Company. • We do not provide golden parachute excise tax gross-ups in connection with a change in control of the Company.


	SAY ON PAY	• We hold a nonbinding advisory vote on named executive officer compensation each year. • Stockholder support for our executive compensation program has generally been very strong. While our approval rate was 65% in 2023, it was 94% in 2022, 95% in 2021 and 93% or higher since 2013. • As a result, we expanded our stockholder outreach and offered to engage with 64% of our voting power to have the opportunity to hear our stockholders’ feedback and concerns. • We are committed to ongoing engagement with our stockholders and the major proxy advisory firms. For more information about what we heard and our response to the 2023 say on pay vote, please refer to page 32 in the Compensation Discussion and Analysis of this proxy statement.
HIGHLIGHTS OF OUR 2023 PERFORMANCE AND COMPENSATION
	FINANCIAL OBJECTIVES	• In 2023, Marsh McLennan delivered strong results as we successfully continued to invest in our talent and capabilities, both organically and through acquisitions. • Our GAAP EPS increased 25%. We delivered 17% growth in adjusted EPS.* • We generated $22.7 billion of revenue, an increase of 10% on a GAAP basis compared with 2022. We achieved 9% growth in underlying revenue. • Our GAAP operating income increased by 23%. We grew our adjusted operating income* by 17%, and expanded adjusted margin for our 16th consecutive year.* * Please see Exhibit A for a reconciliation of our non-GAAP financial measures to GAAP financial measures and related disclosures.

	CAPITAL MANAGEMENT	• In 2023, we deployed approximately $4 billion of capital across dividends, acquisitions and share repurchases. • We raised our quarterly dividend by 20%, paying total dividends of $1.3 billion in 2023 ($2.60 per share). We have increased our dividend every year since 2010. • We invested $1.6 billion in acquisitions that added to our talent, capabilities and scale. This was our largest year for acquisitions in nearly two decades, aside from 2019 when we acquired JLT. • We completed $1.15 billion of share repurchases.

	POSITIONING OUR BUSINESS FOR THE FUTURE	• We completed a seamless leadership transition in the role of President and Chief Executive Officer. • We continued to realize benefits of our recent investments in our talent. • We continue to optimize our portfolio with the sale of two administration businesses at Mercer, which closed on January 1, 2024.


		EXECUTIVE COMPENSATION						_• In February 2024, the Compensation Committee assessed management’s performance against our 2023 objectives. The Compensation Committee determined bonuses that were above target for all of our named executive officers commensurate with strong performance with respect to our financial and strategic objectives. _• We achieved three-year annualized adjusted EPS growth of 17.9%* for our 2021 performance stock unit (“PSU”) awards. This was above our 7% target and 11% maximum for the award, resulting in the maximum payout at 200% of target. In addition, our three-year TSR was above the 75th percentile versus S&P 500^® constituents, which resulted in the maximum 1.25x relative TSR modifier; however, the modifier had no impact on the actual payout of awards since they were capped at the maximum 200% of target based on our adjusted EPS growth. Please see “Definitions of Financial Performance Measures” on page 49 for information about the calculation of adjusted EPS growth and TSR for our PSU awards.

		SENIOR EXECUTIVE CHANGES						As part of a thoughtful and planned CEO and executive succession process, the Company made the following senior executive changes: Effective January 1, 2023 _• John Q. Doyle was appointed President and Chief Executive Officer succeeding Daniel Glaser. Mr. Doyle previously served as Group President and Chief Operating Officer. _• John J. Jones was appointed Chief Marketing and Communications Officer. Mr. Jones previously served as Chief Marking Officer of Marsh. Effective April 1, 2024 _• Patrick Tomlinson will be appointed President and Chief Executive Officer of Mercer succeeding Martine Ferland upon her retirement. Mr. Tomlinson previously served as President of Mercer and Marsh McLennan US and Canada CEO.


CORPORATE GOVERNANCE			1

Overview			1

Corporate Governance Practices			1

Guidelines for Corporate Governance			2

Stockholder Engagement			3

Risk Oversight			4

Environmental, Social and Governance (ESG) Oversight and Activities			4

Codes of Conduct			5

CEO Succession Planning and Succession Planning for Senior Executives			5

Director Recruitment, Nomination and Succession Planning			6

Director Orientation and Continuing Education			7

Director Independence			7

Review of Related Person Transactions			7

Stockholder Recommendations and Nominations for Director Candidates			8

Director Election Voting Standard			8

Communicating with Directors			8

Communicating Concerns Regarding Accounting Matters			9

BOARD OF DIRECTORS AND COMMITTEES			10

Board Composition, Leadership and Size			10

Director Qualifications			10

Director Skills and Experience			11

Board Diversity			12

Board Refreshment			12

Retirement			12

Attendance			12

Executive Sessions			12

Board and Committee Evaluations			12

Committees			14

ELECTION OF DIRECTORS			18

Item 1: Election of Directors			18



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


EXECUTIVE COMPENSATION			26

Item 2: Advisory (Nonbinding) Vote to Approve Named Executive Officer Compensation			26

Compensation Discussion and Analysis			28

Compensation Committee Report			54

Compensation of Executive Officers			56

AUDIT			70

Item 3: Ratification of Selection of Independent Registered Public Accounting Firm			70

Fees of Independent Registered Public Accounting Firm			71

Audit Committee Report			71

STOCKHOLDER PROPOSAL			73

Item 4: Stockholder Proposal: Shareholder Right to Act by Written Consent			73

ADDITIONAL INFORMATION			77

Stock Ownership of Directors, Management and Certain Beneficial Owners			77

Director Compensation			78

Equity Compensation Plan Information			80

Pay Versus Performance			82

CEO Pay Ratio			85

Transactions with Management and Others			85

Delinquent Section 16(a) Reports			85

Information About Our Annual Meeting and Solicitation of Proxies			85

Submission of Stockholder Proposals and Other Items of Business for 2025 Annual Meeting			89

Exhibit A			92

Exhibit B			98


OVERVIEW OF DIRECTOR RECRUITMENT PROCESS
EVALUATE BOARD COMPOSITION		• The Directors and Governance Committee reviews Board composition at least annually • The Directors and Governance Committee reviews with the Board periodically the skills and characteristics to be sought in director candidates

IDENTIFY POOL OF CANDIDATES		• Candidates may be recommended by search firms engaged by the Committee, other directors and stockholders • Our Governance Guidelines provide that, to the extent that a search firm is retained to identify external director candidates, the Board will instruct the search firm to reflect a diverse slate, including gender, racial and ethnic diversity, in the initial pool of candidates

ASSESS POTENTIAL CANDIDATES		• Potential candidates are evaluated against the “Director Qualifications” on page 10 and the skills and experiences shown in the “Director Skills and Experience” matrix on page 11, as well as for independence and potential conflicts • Members of the Directors and Governance Committee and other directors meet with potential candidates

RECOMMEND CANDIDATES FOR APPROVAL		• The Directors and Governance Committee recommends candidates to the Board for approval • Stockholders vote on director nominees at the annual meeting of stockholders


OVERVIEW OF BOARD SELF-EVALUATION PROCESS
DETERMINE FORM AND CONTENT OF SELF-EVALUATION		• The Directors and Governance Committee determines the form and content of the evaluation each year, taking into account director and stockholder feedback and best practices. • The Directors and Governance Committee has considered engaging a third party for the evaluation.

INDIVIDUAL DIRECTOR INTERVIEWS		• In 2023, the Directors and Governance Committee determined to conduct individual director interviews every other year as part of the evaluation process.

DISCUSS IN EXECUTIVE SESSION		• The self-evaluation takes place in executive session using a compilation of unattributed responses, which is provided to directors in advance of the meeting.

RESPOND TO FEEDBACK		• Based on director feedback, changes are considered and, as appropriate, implemented.



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



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



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



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



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



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



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



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



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



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



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



		Name		Title

		JOHN Q. DOYLE		President and Chief Executive Officer (“CEO”)

		MARK C. MCGIVNEY		Chief Financial Officer

		MARTIN C. SOUTH		President and Chief Executive Officer of Marsh Vice Chair, Marsh McLennan

		MARTINE C. FERLAND		Chief Executive Officer of Mercer Vice Chair, Marsh McLennan

		DEAN M. KLISURA		President and Chief Executive Officer of Guy Carpenter Vice Chair, Marsh McLennan


Name	Decision Date		Base Salary		Annual Bonus Award		Annual Long-Term Incentive Award¹		Total Direct Compensation
Mr. Doyle		2/22/2024	$	1,500,000	$	6,000,000	$	13,750,000	$	21,250,000
		2/23/2023	$	1,400,000	$	5,300,000	$	11,100,000	$	17,800,000
		Change		+7%		+13%		+24%		+19%
Mr. McGivney		2/22/2024	$	1,000,000	$	3,000,000	$	3,450,000	$	7,450,000
		2/23/2023	$	800,000	$	2,650,000	$	3,350,000	$	6,800,000
		Change		+25%		+13%		+3%		+10%
Mr. South		2/22/2024	$	1,000,000	$	3,925,000	$	2,800,000	$	7,725,000
		2/23/2023	$	1,000,000	$	3,500,000	$	2,700,000	$	7,200,000
		Change		0%		+12%		+4%		+7%
Ms. Ferland		2/22/2024	$	1,000,000	$	3,650,000		NA		NA
		2/23/2023	$	1,000,000	$	3,300,000	$	2,600,000	$	6,900,000
		Change		0%		+11%		NA		NA
Mr. Klisura		2/22/2024	$	800,000	$	3,450,000	$	1,800,000	$	6,050,000


What We Learned		Our Response

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


Stockholders expressed support for our executive compensation program, including the components of the LTI program.		In 2020, the Compensation Committee approved an increased portion of LTI awards granted in PSUs (50%) along with elimination of the 25% previously allocated to restricted stock unit (“RSU”) awards.

Stockholders expressed their support of pay programs that have a strong “pay for performance” alignment.		The Compensation Committee continues to review the overall mix of total compensation granted to our named executive officers. In 2023, 92% and 83% of target compensation for our Chief Executive Officer and our other named executive officers, respectively, was variable based on Company performance.



STOCKHOLDER-ALIGNED EXECUTIVE COMPENSATION PROGRAM		✓ Our senior executives have a high percentage of variable (“at risk”) pay. In 2023, at-risk pay represented approximately 92% of our CEO’s total direct compensation and approximately 83% of our other NEOs’ target direct compensation. ✓ Long-term incentive compensation for our senior executives is delivered in stock options and PSU awards, the value of which depends on stock price appreciation or achievement of specific Company financial objectives and the Company’s relative TSR versus S&P 500^® constituents. ✓ We generally mitigate the potential dilutive effect of equity-based awards through our share repurchase program. ✓ The Compensation Committee has engaged an independent compensation consultant.

COMPENSATION RECOVERY POLICIES		✓ We maintain a compensation clawback policy for senior executives that provides for the recoupment of erroneously awarded compensation in the event of a financial restatement in accordance with Securities and Exchange Commission rules and New York Stock Exchange listing standards, which is filed as Exhibit 97.1 to our annual report on 10-K for the year ended December 31, 2023.

SEVERANCE AND CHANGE IN CONTROL		✓ Severance protections for our senior executives, including our CEO, are at a 1x multiple of base salary and annual bonus, with a pro-rata bonus for the year of termination. Further, we are required as a matter of policy to obtain stockholder approval for severance agreements with certain senior executives if they provide for cash severance that exceeds 2.99x the executive’s base salary and three-year average annual bonus award. ✓ We provide “double-trigger” vesting of equity-based awards and payment of severance benefits following a change in control of the Company. ✓ We do not provide golden parachute excise tax payments, reimbursements or “gross-ups” in connection with a change in control of the Company.

SAY ON PAY		✓ We hold a nonbinding advisory vote on named executive officer compensation each year. ✓ Stockholder support for our executive compensation program has generally been very strong. While our approval rate was 65% in 2023, it was 94% in 2022, 95% in 2021 and 93% or higher since 2013. ✓ As a result, we expanded our stockholder outreach to over 60% of our voting power to have the opportunity to hear our stockholders’ feedback and concerns. ✓ We are committed to ongoing engagement with our stockholders and the major proxy advisory firms.



Element of Total Direct Compensation	Target Total Compensation Mix	Description

BASE SALARY		Base salary is intended to provide a fixed level of compensation that is appropriate given a senior executive’s role in the organization, his or her skills and experience, the competitive market for his or her position and internal equity considerations. A senior executive’s base salary is set forth in his or her employment letter and may be adjusted when the Compensation Committee determines an adjustment is appropriate to reflect a change in these factors.

ANNUAL BONUS		Our annual bonus is a variable pay program intended to link cash-based incentive compensation to the financial performance of our Company and our businesses and each senior executive’s achievement of pre-established individual strategic objectives. The Compensation Committee takes a holistic approach to assessing performance and determining the actual bonus award for each senior executive. The Compensation Committee believes that annual bonus awards should be based on the achievement of objective, measurable financial results and how those results are achieved. In addition, the Compensation Committee believes it is important to measure individual executive performance against his or her achievement toward strategic objectives and other Company priorities. After the end of the year, each senior executive’s performance was assessed by our CEO and the Compensation Committee (and, in the case of our CEO’s performance, solely by the Compensation Committee). A senior executive’s target annual bonus is set forth in his or her employment letter and may be adjusted when the Compensation Committee determines an adjustment is appropriate or necessary to reflect a change in his or her duties and responsibilities, the competitive market for his or her position or internal equity considerations. The target annual bonuses for our named executive officers for 2023 are set forth in “Determination of 2023 Annual Bonuses” on page 44.

ANNUAL LTI AWARD		Annual LTI compensation is a variable pay program intended to align the financial interests of our senior executives with maximizing the return to our stockholders. Our LTI mix for senior executives is 50% PSU awards and 50% stock options. The payout of PSU awards is based on three-year annualized adjusted EPS growth and our three-year TSR versus S&P 500^® constituents. The Compensation Committee reviews the mix of equity-based awards each year.



Performance Level	Performance as a % of Target		Financial Performance Factor

Maximum		≥110%		150%

Target		100%		100%

Threshold		90%		50%

Below Threshold		<90%		<50%


Name	Measure	2023 Actual as % of Prior-Year Result			2023 Target as % of Prior-Year Result		2023 Actual as % of Target		2023 Financial Performance Factor
Mr. Doyle	Company net operating income		119.5	%		113.6%		105.2%		126.0%
Mr. McGivney	Company net operating income		119.5	%		113.6%		105.2%		126.0%

Mr. South	Marsh net operating income		118.9	%		113.7%		104.5%		122.6%

Ms. Ferland	Mercer net operating income		115.0	%		112.3%		102.4%		112.0%

Mr. Klisura	Guy Carpenter net operating income		125.6	%		112.0%		112.2%		150.0%



Name		Strategic Accomplishments

Mr. Doyle President and CEO		Financial • Delivered excellent financial performance across all regions notwithstanding an uncertain and volatile year in geopolitics and macroeconomics. • Achieved third straight year of 9% or higher underlying revenue growth, representing the second highest revenue growth in over two decades, and an increase of 10% on a GAAP basis; double-digit NOI growth of 23% on a GAAP basis; and double-digit adjusted EPS growth of 17%, equal to 25% on a GAAP basis. • Reported margin expansion for the 16^th consecutive year. • Successfully executed restructuring initiatives to drive a culture of collaboration and efficiency across the enterprise resulting in expected savings of $400 million out of which $230 million is realized in 2023. Growth • Continued to reorganize for impact and efficiency, improving margins and growth at the intersections of our businesses. • Carried out robust capital deployment, including the largest dividend increase in 25 years, execution on our M&A strategy, including the largest inorganic investment (excluding the JLT transaction) in more than 10 years, and deployed approximately $4.0 billion of capital across dividends, acquisitions and share repurchases. • Met with key stakeholders to build the Marsh McLennan brand and strengthen relationships with clients, insurers, shareholders, and other external groups expanding enabling us to expand our board, community, and philanthropic impact. People • Continued to make strategic investments in people, technology and capabilities that have us well-positioned for future growth. • Aligned our Executive Committee in support of a common purpose and commitments framework with input from thousands of colleagues across the enterprise. • Appointed Pat Tomlinson as the Mercer President in preparation for the Mercer Chief Executive Officer role upon Martine Ferland’s retirement in 2024. • Sustained 80% favorability in core engagement score and improved colleague retention, achieving rolling twelve-month voluntary turnover of 10.3%, down from 14.3% in the prior year. • Engaged colleagues and communities through a series of colleague engagement initiatives and refresh of key talent development programs.



Name		Strategic Accomplishments

Mr. McGivney Chief Financial Officer		• Contributed to our overall strong financial performance in 2023, when we generated 9% underlying revenue growth, 17% adjusted EPS growth* and our 16^th consecutive year of reported margin expansion. • Contributed to another successful year of M&A activity, which included completing or signing 14 acquisitions involving $1.6 billion of capital deployed. • Oversaw our restructuring program which raised our outlook for savings and is now on track to deliver $400 million of savings. • Executed our balanced capital management strategy in 2023, deploying targeted $4 billion of capital across dividends, acquisitions and share repurchases. • Successfully executed two Senior Notes issuances that raised $2.2 billion of capital. • Effectively managed our rating agency relationships over the last several years that led to the upgrade of our senior debt rating by Moody’s to A3/Stable.

Mr. South President and Chief Executive Officer of Marsh Vice Chair, Marsh McLennan		• Delivered strong and balanced performance in all geographies, including $11.4 billion in Marsh revenue, an increase of 8% on an underlying basis. • Invested in Marsh McLennan Agency and our international operations through the completion of 8 acquisitions in 2023, most notably Graham, a top-100 insurance and benefits broker and risk management consultancy, and Honan Insurance Group, a leading specialist insurance broker in corporate risk, employee benefits and real estate insurance with expertise across the Pacific. • Launched proprietary capabilities and solutions to improve access to capacity in a hardening and more challenging marketplace, including Fast Track, a global quota share facility exclusive to Marsh clients and Victor Insurance Exchange, a reciprocal insurance exchange that delivers replacement catastrophe capacity for the U.S. property market. • Advanced our continuously evolving journey to become the risk advisor of the future. • Continued to foster a culture of inclusivity and belonging at Marsh by making progress on gender and diversity representation and building a pipeline of diverse future leaders through early career hiring.



Name		Strategic Accomplishments

Ms. Ferland Chief Executive Officer of Mercer Vice Chair, Marsh McLennan		• Executed strong results with $5.6 billion billion in Mercer revenue, an increase of 7% on an underlying basis, the highest revenue growth since 2008. • Achieved $420 billion in global assets under management, an increase of $75 billion since 2022. Achieved net new funding of assets under management of $32 billion. Raised $2 billion to complete a $4 billion tally over the two-year period from Mercer’s Private Investment Partners VII, a private markets fund of fund offering. • Divested the U.S. Health and U.K. Pension Administration units effective January 1, 2024 and sold our small Private Wealth business in Canada. • Invested in the Wealth business through the acquisition of the BT Super Trust and Advance Asset Management in Australia and the acquisition of Vanguard’s outsourced chief investment officer (OCIO) business, which in particular enhances our solutions for not-for-profit organizations in the U.S. Also invested in our Career business’ skills assessment offering through the acquisition of The Talent Enterprise in the UAE. • Maintained strong colleague engagement levels with high participation rates. Expanded our talent base and succession bench strength with a focus on growth areas. • Continued to invest in new growth areas like Career Transformation and HR Tech while enhancing our Sustainability and Small enterprises offerings. Developed and enhanced several solutions, both traditional and digital, such as Benefits You (with over 500 clients and 4,000 active users), Darwin, Skills Edge, Mettl, Virtual Fairs, MercerInisghts, and MercerMoney.

Mr. Klisura President and Chief Executive Officer of Guy Carpenter Vice Chair, Marsh McLennan		• Delivered strong results with 24% adjusted net operating income* growth, 12% operating revenue growth and 10% underlying revenue growth (accelerating from 9% in 2021 and 2022), exceeding our budget target by over 3%. • Closed the acquisition of Re Solutions, the leading independent reinsurance broker in Israel, with experience developing innovative, client-focused solutions, including an extensive facultative reinsurance offering. • Established Marsh McLennan Forum to prioritize and develop catastrophe risk assessment solutions. • Co-launched with Marsh the Cyber Risk Intelligence Center to share proprietary analytics, tools and thought leadership. • Launched development programs to enhance leadership focus, and invested in female retention and career progression.



Performance Level	Adjusted EPS Growth versus Target	Multiplier

Maximum	Target plus 2 percentage points (or higher)		1.30x

Target	Target		1.00x

Minimum	Target minus 2 percentage points (or lower)		0.70x


Name	2023 Target Bonus Award		2023 Bonus as a % of Target		2022 Actual Bonus Award		2023 Actual Bonus Award		% Change

Mr. Doyle	$	3,500,000		171%	$	5,300,000	$	6,000,000		+13%

Mr. McGivney	$	1,600,000		188%	$	2,650,000	$	3,000,000		+13%

Mr. South	$	2,250,000		174%	$	3,500,000	$	3,925,000		+12%

Ms. Ferland	$	2,000,000		183%	$	3,300,000	$	3,650,000		+11%

Mr. Klisura	$	1,750,000		197%		NA	$	3,450,000		NA



Award Type		Performance Alignment

Stock Options (50%)		Rewards stock price appreciation and the creation of stockholder value

Performance Stock Units (50%)		Rewards the achievement of specific Company financial objectives and relative TSR versus S&P 500^® constituents



	Annual LTI Awards Granted in 2024¹

Name	Stock Options		Performance Stock Units		Total

Mr. Doyle		6,875,000		6,875,000		13,750,000

Mr. McGivney		1,725,000		1,725,000		3,450,000

Mr. South		1,400,000		1,400,000		2,800,000

Ms. Ferland		NA		NA		NA

Mr. Klisura		900,000		900,000		1,800,000