MARSH & MCLENNAN COMPANIES, INC.
For the period ended May 21, 2026. Filed Mar 31, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 21, 2026 · Filed Mar 31, 2026
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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
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
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| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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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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(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Notice of Annual Meeting of Stockholders and Proxy Statement
Marsh is a global professional services firm helping clients navigate complexity and seize opportunities with market- leading, specialized capabilities across risk, reinsurance and capital, people and investments, and management consulting.
Notice of Annual Meeting of Stockholders and Proxy Statement
Dear Stockholder:
You are cordially invited to attend the annual meeting of stockholders of Marsh at:
| Date | Time | Location | ||
| Thursday, May 21, 2026 | Online check-in begins: 9:45 a.m. Eastern Time Meeting begins: 10:00 a.m. Eastern Time | Meeting live via the Internet - please visit: www.virtualshareholdermeeting.com/MRSH2026 |
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 84. There are four items of business for this year’s annual meeting:
Items of Business
| 1. | To elect thirteen (13) 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 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 23, 2026, 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 31, 2026
Important Notice Regarding the Availability of Proxy Materials for the Marsh Annual Meeting of Stockholders to Be Held on May 21, 2026: This proxy statement and the Company’s 2025 Annual Report, which includes financial statements as of and for the fiscal year ended December 31, 2025, are available atproxy.marsh.com
This notice and proxy statement is first being mailed or made available on the Internet to stockholders on or about March 31, 2026.
In these materials, we refer to Marsh & McLennan Companies, Inc. as “Marsh”, the “Company”, “we”, and “our”. Effective January 14, 2026, we updated our brand name from Marsh McLennan to Marsh and the brand names of our Marsh and Oliver Wyman Group businesses to Marsh Risk and Marsh Management Consulting, respectively. References to the Company and its businesses in this proxy statement reflect these changes.
Notice of Annual Meeting and 2026 Proxy Statement | Marsh & McLennan Companies, Inc.| i
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 |
|---|---|---|
| Election of Directors (Item 1) To elect thirteen (13) persons named in the accompanying proxy statement to serve as directors for a one-year term | 18 | FOR |
| Advisory (Nonbinding) Vote to Approve Named Executive Officer Compensation (Item 2) To approve, by nonbinding vote, the compensation of our named executive officers | 28 | FOR |
| Ratification of Independent Auditor (Item 3) To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm | 71 | FOR |
Highlights of Our Business
| Business Marsh is a global leader in risk, reinsurance and capital, people and investments, and management consulting, advising clients in 130 countries. With an annual revenue of $27 billion and more than 95,000 colleagues, Marsh helps build the confidence to thrive through the power of perspective: | |
| Marsh Risk provides data-driven risk advisory and insurance placement solutions for resilient growth. | Guy Carpenter provides reinsurance and capital expertise for complex risks. |
| Mercer delivers consulting services and solutions in investments, retirement, career, health and benefits. | Marsh Management Consulting serves as a critical strategic, economic and brand advisor to private sector and governmental clients. |
ii| Marsh & McLennan Companies, Inc.| Notice of Annual Meeting and 2026 Proxy Statement
Key Governance Policies and Practices
| Board of Directors | ü Our newest directors, Bruce Broussard and Peter Harrison, joined the Board in July 2025 and February 2026, respectively. ü Our Chair of the Board is an independent director. ü All of our directors are elected annually. ü Our directors’ skills and areas of expertise are presented in a matrix on page 11. ü 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. |
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| Stockholder Engagement | ü 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 43% to 64% of our outstanding common stock. ü In 2025, we extended engagement invitations to 25 institutional shareholders representing approximately 51% of the voting power of our stock. Shareholders representing about 25% of our stock accepted. The conversations we had with those stockholders included board composition and refreshment, our sustainability commitments and executive compensation. ü We also engaged with our shareholders regarding our political spending disclosure. We discussed the company’s current policy, governance framework and board oversight of political expenditures. As a result of these discussions and our ongoing evaluation of best practices, we have implemented specific enhancements to our disclosure to increase transparency and clarity for shareholders. ü 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 | ü Our bylaws provide for proxy access. ü Our bylaws allow holders of at least 20% of the voting power of the Company’s outstanding common stock to call a special meeting. ü Directors must receive a majority of the votes cast to be elected in uncontested elections. ü We do not have a stockholder rights plan, or poison pill, in place. |
| Compensation and Equity | ü We have stock ownership guidelines for directors and senior executives. ü We prohibit hedging transactions by directors and colleagues, including senior executives. ü Directors and senior executives are prohibited from pledging Company securities as collateral for a loan or otherwise. |
Notice of Annual Meeting and 2026 Proxy Statement | Marsh & McLennan Companies, Inc.| iii
Key Executive Compensation Policies and Practices
| StockholderAlignedExecutive CompensationProgram | • 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. |
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| CompensationRecoveryPolicies | • 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. 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 TradingPolicies | • 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 listed company rules. • Our Trading Securities Policy as well as a copy of our Transactions in Marsh Securities by Directors and Executive Officers Policy are described under Item 10 of our annual report on Form 10-K for the year ended December 31, 2025. |
| Severance and Change inControl | • 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 strong. Our approval rate was 91% in 2025. |
iv| Marsh & McLennan Companies, Inc.| Notice of Annual Meeting and 2026 Proxy Statement
Highlights of Our 2025 Performance and Compensation
| FinancialObjectives | • In 2025, Marsh delivered another year of solid results, performing well in a complex environment and positioning for sustained momentum in 2026. • Our GAAP EPS increased 3%. We delivered 9% growth in adjusted EPS*. • We continued our best period of revenue growth in more than two decades, generating $27.0 billion of revenue, an increase of 10% on a GAAP basis compared with 2024. We achieved 4% growth in underlying revenue. • Our GAAP operating income increased by 7%. We grew our adjusted operating income* by 11% and expanded adjusted margin for our 18th consecutive year*. * Please see Exhibit A for a reconciliation of our non-GAAP financial measures to GAAP financial measures and related disclosures. |
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| Shareholder Value & CapitalManagement | • Our five-year annualized total stockholder return (“TSR”) of 11.3% outperformed the S&P 500 Equal Weight Index TSR (10.5%), but lagged the S&P 500 Index TSR (14.4%). Our 2025 TSR was -11.3%. • Despite these market conditions, we have maintained our historical pattern of capital deployment, investing in growth, acquisitions, and shareholder return to maximize long-term value. ◾ In 2025, we conducted our largest share repurchase in our history of $2.0 billion, optimizing shareholder value and showing the value of our flexible capital allocation model. ◾ We raised our quarterly dividend by 10%, paying total dividends of approximately $1.7 billion in 2025. This marks the 16th consecutive year of dividend growth. ◾ We deployed approximately $850 million of capital over 20 acquisitions and investments, which contributed $255 million in revenue. |
| PositioningOur BusinessFor the Future | • We continued to execute on our strategy, delivering strong financial performance, while advancing cross-business collaboration. • We launched Thrive, a three-year program, which focuses on brand strategy, delivering value to clients, accelerating growth and improving efficiency, supported by the introduction of Business & Client Services (“BCS”), to accelerate innovation and centralize investments in operational excellence, data, artificial intelligence and other analytics. We expect to achieve total annualized savings of approximately $400 million. • We announced our integrated brand strategy in October 2025 and effective January 14, 2026, we updated our brand name from Marsh McLennan to Marsh. • We completed the integration of MMA’s acquisition of McGriff Insurance Services. • We established the Mercer Global Investments Partnerships Group, led by our recent acquisition of Secor Asset Management and bolstered by our acquisition of Cardano. These strategic acquisitions enhance Mercer’s investment capabilities, particularly in fiduciary management, risk management, and direct investments, supported by combined trading capabilities. |
Notice of Annual Meeting and 2026 Proxy Statement | Marsh & McLennan Companies, Inc.| v
| 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 strong 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. |
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| 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. |
vi| Marsh & McLennan Companies, Inc.| Notice of Annual Meeting and 2026 Proxy Statement
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 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, 2025 of Marsh common stock with the S&P 500 Stock Index and the S&P 500 Financials Index, assuming an investment of $100 on December 31, 2020.
Notice of Annual Meeting and 2026 Proxy Statement | Marsh & McLennan Companies, Inc.| vii
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