UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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Notice of Annual Meeting of Stockholders and Proxy Statement
Dear Stockholder:
You are cordially invited to attend the annual meeting of stockholders of Marsh McLennan at:
| Date Thursday, May 15, 2025 | | Time Online check-in begins: 9:45 a.m. Eastern Time | | Location Meeting live via the Internet - please visit: |
| Meeting begins: 10:00 a.m. Eastern Time | | www.virtualshareholdermeeting.com/MMC2025 | |
This year’s annual meeting will be held virtually. Stockholders will be able to listen, vote, and submit questions remotely via the Internet. Information on how to participate in the virtual annual meeting is on page 95. There are five items of business for this year’s annual meeting:
Items of Business
| 1. | To elect eleven (11) persons named in the accompanying proxy statement to serve as directors for a one-year term; |
| 2. | To approve, by nonbinding vote, the compensation of our named executive officers; |
| 3. | To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm; |
| 4. | To approve the Marsh & McLennan Companies, Inc. Amended and Restated 2020 Incentive and Stock Award Plan; and |
| 5. | To conduct any other business that may properly come before the meeting. |
Your Vote is Very Important
If you were a stockholder at the close of business on March 17, 2025, you are eligible to vote at this year’s annual meeting. Whether or not you plan to participate in the annual meeting, your vote is very important. We urge you to participate in the election of our directors and in deciding the other items on the agenda for the annual meeting.
You may vote on the Internet or by telephone.
| • | If you accessed this proxy statement through the Internet, instructions appear in the Notice of Internet Availability of Proxy Materials. |
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| • | If you received this proxy statement by mail, you may also vote by mail and instructions appear on the enclosed proxy card. |
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Connor Kuratek
Deputy General Counsel & Corporate Secretary
March 28, 2025
Important Notice Regarding the Availability of Proxy Materials for the Marsh McLennan Annual Meeting of Stockholders to Be Held on May 15, 2025: This proxy statement and the Company’s 2024 Annual Report, which includes financial statements as of and for the fiscal year ended December 31, 2024, are available atproxy.mmc.com
This notice and proxy statement is first being mailed or made available on the Internet to stockholders on or about March 28, 2025.
In these materials, we refer to Marsh & McLennan Companies, Inc. as “Marsh McLennan”, the “Company”, “we”, and “our”.
| Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2025 Proxy Statement | 1 |
Proxy Summary
This summary highlights information contained elsewhere in this proxy statement. You should read the entire proxy statement carefully before voting.
| Voting Matters | Page number formore information | Board’srecommendation |
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| Election of Directors (Item 1) To elect eleven (11) persons named in the accompanying proxystatement to serve as directors for a one-year term | 19 | FOR |
| Advisory (Nonbinding) Vote to Approve Named Executive Officer Compensation (Item 2) To approve, by nonbinding vote, the compensation of ournamed executive officers | 27 | FOR |
| Ratification of Independent Auditor (Item 3) To ratify the selection of Deloitte & Touche LLP as ourindependent registered public accounting firm | 69 | FOR |
| Approval of the Marsh & McLennan Companies, Inc. Amended and Restated 2020 Incentive and Stock Award Plan (Item 4) To approve the proposed Amended and Restated 2020Incentive and Stock Award Plan to increase the numberof shares authorized for issuance thereunder | 72 | FOR |
| 2 | Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2025 Proxy Statement |
Highlights of Our Business
| Business | We are the world’s leading professional services firm in the areas of risk, strategy and people. We help clients build the confidence to thrive through the power of perspective of our four market-leading businesses: Marsh, Guy Carpenter, Mercer and Oliver Wyman Group. With annual revenue over $24 billion, we have more than 90,000 colleagues advising clients in over 130 countries: Marsh provides insurance solutions and data-driven risk advisory services to commercial and consumer clients. Guy Carpenter develops advanced risk, reinsurance and capital strategies that help clients grow profitably and identify and capitalize on emerging opportunities. Mercer delivers advice and technology-driven solutions that help organizations redefine the world of work, shape retirement and investment outcomes, and unlock health and well-being for a changing workforce. Oliver Wyman Group serves as a critical strategic, economic and brand advisor to private sector and governmental clients. |
Key Governance Policies and Practices
Board of Directors
| ✓ | Our newest director, Jan Siegmund, joined the Board in July 2024. |
| ✓ | In accordance with the mandatory retirement provisions in our Governance Guidelines, the Board has determined that Oscar Fanjul, who has served on the Board since 2001, will not stand for re-election at the May 2025 annual meeting. |
| ✓ | Our Chair of the Board is an independent director. |
| ✓ | All of our directors are elected annually. |
| ✓ | Our directors’ skills and areas of expertise are presented in a matrix on page 11. |
| ✓ | Our Governance Guidelines articulate the Board’s responsibility, alongside management, for setting the “tone at the top” and overseeing management’s strategy to promote a culture of integrity throughout the Company. |
| Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2025 Proxy Statement | 3 |
Key Director Statistics
*Key Director Statistics are as of May 15, 2025
| ANNUAL REVIEW of BOARD COMPOSITION including SKILLS AND CHARACTERISTICS to be sought in candidates | In the past 6 YEARS, we have appointed 6 INDEPENDENT DIRECTORS | As of our 2025 annual meeting, we expect 36% OF OUR BOARD TO BE WOMEN and 64% TO BE MEN |
| 4 | Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2025 Proxy Statement |
| Stockholder Engagement | ✓ We are committed to ongoing engagement with our stockholders and the major proxy advisory firms. 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 2024, we extended engagement invitations to 30 institutional shareholders representing approximately 58% of the voting power of our stock. Shareholders representing about 30% of our stock accepted. The conversations we have with those stockholders included board composition and refreshment, our sustainability commitments and executive compensation. ✓ We also discussed the stockholder proposal for the right of stockholders to act by written consent that was included in the proxy statement for the 2024 annual meeting, which did not receive majority support. Most of the stockholders we spoke with agreed that implementation of the proposal is unnecessary in light of our existing stockholder rights, including the right for stockholders to call special meetings and stockholder proxy access. ✓ Feedback received during the engagement process was shared directly with senior executives, the Board and its committees, including the Directors and Governance Committee. We will continue to evaluate our governance structure and practices as part of our ongoing efforts to ensure alignment with stockholder interests. |
| 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. |
| Compensationand 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. |
| Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2025 Proxy Statement | 5 |
Key Executive Compensation Policies and Practices
| Stockholder AlignedExecutive 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 (“PSU”) 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 Form 10-K for the year ended December 31, 2024. The Compensation Committee adopted an additional clawback policy for senior executives that provides recoupment of certain incentive compensation in the event a senior executive engages in specified detrimental conduct. The Compensation Committee has the discretion to determine the manner and amount of incentive compensation to be clawed back pursuant to the policy. |
| Insider Trading Policies | • 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 colleagues, 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. • Our Trading Securities Policy as well as a copy of our Transactions in Marsh McLennan Securities by Directors and Executive Officers Policy are described under Item 10 and are filed as Exhibits 19.1 and 19.2, respectively, to our annual report on Form 10-K for the year ended December 31, 2024. |
| 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 an annual nonbinding advisory vote on named executive officer compensation. • Stockholder support for our executive compensation program has generally been very strong. Our approval rate was 93% in 2024. |
| 6 | Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2025 Proxy Statement |
Highlights of Our 2024 Performance and Compensation
| Financial Objectives | • In 2024, Marsh McLennan delivered another year of strong results, executing against our strategic objectives, achieving strong performance in a competitive market. • Our GAAP EPS increased 9%. We delivered 10% growth in adjusted EPS.* • We continued our best period of revenue growth in more than two decades, generating $24.5 billion of revenue, an increase of 8% on a GAAP basis compared with 2023. We achieved 7% growth in underlying revenue. • Our GAAP operating income increased by 10%. We grew our adjusted operating income* by 11% and expanded adjusted margins for our 17th 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 2024, we deployed approximately $11.8 billion of capital across dividends, acquisitions and share repurchases, including our $7.5 billion acquisition of McGriff Insurance Services. • We raised our quarterly dividend by 15%, paying total dividends of $1.5 billion in 2024 ($3.05 per share). This marks our 15th consecutive year of dividend growth. • We completed approximately $900 million of share repurchases. |
| Positioning Our Business for the Future | • We continued to execute on our strategy, working collaboratively to realize opportunities at the intersections of our businesses. • We had our largest year of acquisitions in our history. Our acquisition of McGriff Insurance Services enhances MMA’s capabilities across insurance broking and risk management services in the commercial property and casualty, employee benefits, management liability and personal lines. • We successfully completed our restructuring program, achieving the goals we set two years ago: accelerating client impact, reinvesting in our capabilities, boosting efficiency and increasing collaboration across the firm, resulting in estimated savings expected to be over $500 million, with over $450 million realized through December 31, 2024. The remaining savings are expected to be realized in 2025. • We effectuated a seamless leadership transition in the role of President and Chief Executive Officer of Mercer. |
| Stock Performance | • Our 2024 total stockholder return (“TSR”) of 13.7% outperformed the S&P 500 Equal Weight Index (13.0%). Our TSR lagged the S&P 500 index TSR (25.0%) as a result of the extremely strong stock performance of certain large-capitalization technology companies. • Our five-year annualized TSR of 15.5% outperformed both the S&P 500 Equal Weight Index (10.7%) and the S&P 500 index TSR (14.5%). |
| Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2025 Proxy Statement | 7 |
| Executive Compensation | • In February 2025, the Compensation Committee assessed management’s performance against our 2024 objectives. The Compensation Committee determined bonuses that were above target for all of our named executive officers commensurate with strong performance with respect to our financial and strategic objectives. • We achieved three-year annualized adjusted EPS growth of 14.6%* for our 2022 PSUs. This was above our 8% target and 12% maximum for the awards, resulting in the maximum payout at 200% of target. In addition, our three-year TSR was at the 65th percentile versus S&P 500 constituents*, which resulted in a 1.15x relative TSR modifier; however, the modifier had no impact on the actual payout of awards since they were capped at the maximum 200% of target based on our adjusted EPS growth. * Please see “Definitions of Financial Performance Measures” on page 48 for information about the calculation of adjusted EPS growth and TSR for our PSU awards. |
| Senior Executive Changes | • Effective April 1, 2024, Patrick Tomlinson was appointed President and Chief Executive Officer of Mercer succeeding Martine Ferland upon her retirement on March 31, 2024. Mr. Tomlinson previously served as President of Mercer, as well as Chief Executive Officer of Marsh McLennan US and Canada, which responsibilities he has retained. • On January 15, 2025, Paul Beswick’s role was expanded to Chief Information and Operations Officer of Marsh McLennan. Mr. Beswick has served as Chief Information Officer of Marsh McLennan since 2021. |
| 8 | Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2025 Proxy Statement |
Highlights of the Proposed Amended and Restated 2020 Incentive and Stock Award Plan
| Approval of the Amended and Restated 2020 Plan | • Stockholders are being asked to approve the amended and restated 2020 plan to increase the number of shares reserved for issuance under the 2020 plan. • Grants to non-employee directors will continue to be made under the directors’ stock compensation plan. |
| Shares Requested | • 9 million additional shares are requested for the proposed Amended and Restated 2020 Plan. • The shares are estimated to allow for equity grants until the Amended and Restated 2020 Plan’s Expiration Date. • Based on our outstanding equity awards and common shares outstanding as of the record date, our estimated total overhang would be 4.65% following approval of the Amended and Restated 2020 Plan. |
| Stockholder-Friendly Provisions | • The proposed Amended and Restated 2020 Plan includes the same stockholder-friendly provisions as our 2020 Plan, including: • No liberal share counting, meaning no “recycling” of shares that are (1) withheld to satisfy tax withholding obligations or to pay exercise prices, (2) repurchased by the Company using option exercise proceeds or (3) not issued upon the “net settlement” of an award. • No “Evergreen” provision, meaning there is a maximum number of shares authorized for issuance and there is not an annual or automatic increase in the number of shares authorized for awards. • Restrictions on stock option/sar terms, meaning no awards of stock options and SARs with exercise/base prices below the grant date fair market value (except for substitute awards), or which remain exercisable more than ten years after the grant date. • No dividends on unvested awards, meaning no dividends or dividend equivalents will be paid until awards are vested and earned. • No “Liberal Change in Control” definition, meaning that corporate transactions are required to be consummated, rather than merely announced or approved by stockholders. • One-year minimum vesting period, which applies to a minimum of 95% of awards. • No repricing of options or SARs is permitted without stockholder approval. • No “Reload” of awards, meaning awards that provide for the automatic substitution of a new award of the same kind and amount upon the exercise of the previously granted award are prohibited. • Awards are subject to clawback and other company policies. See “Item 4—Approval of the Amended and Restated 2020 Incentive and Stock Award Plan” on page 72 for additional stockholder-friendly provisions. |
| Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2025 Proxy Statement | 9 |
Our Business and Strategy Tie to Our Executive Compensation Program
As a professional services firm, our business relies on the expertise and capabilities of our colleagues to lead in ways that meet our clients’ needs and, in turn, promote the long-term interests of our stockholders. We have designed our executive compensation program to achieve our business objectives and attract, motivate and retain highly talented individuals.
We continued to evaluate performance in our executive compensation program against the following long-term financial and strategic objectives:
| • | Deliver on financial objectives. |
| • | Generate top line growth through innovation and organic investments. |
| • | Focus on strategic priorities, including mergers and acquisitions, technology and innovation. |
| • | Execute a balanced capital management strategy. |
| • | Make Marsh McLennan a great place to work. |
| • | Promote a culture of integrity. |
The financial performance measures used in our executive compensation program, which include Company and business net operating income, EPS growth and relative TSR, are defined in “Definitions of Financial Performance Measures” on page 48.
The strength of our financial performance and strategic accomplishments over the past five years is reflected in our TSR. The following graph compares the annual cumulative stockholder return for the five-year period ended December 31, 2024 of Marsh McLennan common stock with the S&P 500 Stock Index and the S&P 500 Financials Index, assuming an investment of $100 on December 31, 2019.
Comparison of Cumulative Total Stockholder Return
($100 invested 12/31/19 with dividends reinvested)
| 10 | Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2025 Proxy Statement |
