Marsh & McLennan Companies, Inc. DEF 14A Filing

Ticker: MRSH · Form: DEF 14A · Filed: Mar 29, 2024

Sentiment: neutral

Topics: DEF 14A, Proxy Statement, Marsh & McLennan, Executive Compensation, Shareholder Meeting

TL;DR

<b>Marsh & McLennan Companies, Inc. filed its Definitive Proxy Statement (DEF 14A) on March 29, 2024, for the fiscal year ending December 31, 2023.</b>

AI Summary

MARSH & MCLENNAN COMPANIES, INC. (MRSH) filed a Proxy Statement (DEF 14A) with the SEC on March 29, 2024. Filing Type: DEF 14A (Definitive Proxy Statement). Reporting Period: Fiscal year ended December 31, 2023. Filed As Of Date: March 29, 2024. Company Name: Marsh & McLennan Companies, Inc. Ticker Symbol: MRSH.

Why It Matters

For investors and stakeholders tracking MARSH & MCLENNAN COMPANIES, INC., this filing contains several important signals. This filing is a standard DEF 14A, indicating it contains information for shareholders regarding annual meetings, director elections, and executive compensation. The filing provides detailed financial data and disclosures relevant to investors making decisions about the company's governance and performance.

Risk Assessment

Risk Level: low — MARSH & MCLENNAN COMPANIES, INC. shows low risk based on this filing. The filing is a routine DEF 14A, which typically contains standard disclosures and does not present new material risks.

Analyst Insight

Review the executive compensation details and any proposals for shareholder votes to understand management's incentives and company direction.

Key Numbers

Key Players & Entities

FAQ

When did MARSH & MCLENNAN COMPANIES, INC. file this DEF 14A?

MARSH & MCLENNAN COMPANIES, INC. filed this Proxy Statement (DEF 14A) with the SEC on March 29, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by MARSH & MCLENNAN COMPANIES, INC. (MRSH).

Where can I read the original DEF 14A filing from MARSH & MCLENNAN COMPANIES, INC.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by MARSH & MCLENNAN COMPANIES, INC..

What are the key takeaways from MARSH & MCLENNAN COMPANIES, INC.'s DEF 14A?

MARSH & MCLENNAN COMPANIES, INC. filed this DEF 14A on March 29, 2024. Key takeaways: Filing Type: DEF 14A (Definitive Proxy Statement). Reporting Period: Fiscal year ended December 31, 2023. Filed As Of Date: March 29, 2024.

Is MARSH & MCLENNAN COMPANIES, INC. a risky investment based on this filing?

Based on this DEF 14A, MARSH & MCLENNAN COMPANIES, INC. presents a relatively low-risk profile. The filing is a routine DEF 14A, which typically contains standard disclosures and does not present new material risks.

What should investors do after reading MARSH & MCLENNAN COMPANIES, INC.'s DEF 14A?

Review the executive compensation details and any proposals for shareholder votes to understand management's incentives and company direction. The overall sentiment from this filing is neutral.

How does MARSH & MCLENNAN COMPANIES, INC. compare to its industry peers?

Marsh & McLennan Companies, Inc. operates in the insurance and consulting sectors, providing risk management, insurance brokerage, and human capital consulting services globally.

Are there regulatory concerns for MARSH & MCLENNAN COMPANIES, INC.?

This DEF 14A filing is made in accordance with the Securities Exchange Act of 1934, requiring public companies to provide detailed information to shareholders for annual meetings.

Industry Context

Marsh & McLennan Companies, Inc. operates in the insurance and consulting sectors, providing risk management, insurance brokerage, and human capital consulting services globally.

Regulatory Implications

This DEF 14A filing is made in accordance with the Securities Exchange Act of 1934, requiring public companies to provide detailed information to shareholders for annual meetings.

What Investors Should Do

  1. Review the proposals to be voted on at the shareholder meeting.
  2. Examine the compensation details for named executive officers.
  3. Check for any changes in board composition or director nominees.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a standard annual disclosure. Specific comparative data from the previous filing is not detailed within this header information.

Filing Stats: 4,396 words · 18 min read · ~15 pages · Grade level 13.3 · Accepted 2024-03-29 07:03:58

Key Financial Figures

Filing Documents

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 of $23 billion, we have more than 85,000 colleagues advising clients in over 130 countries: 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 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 advance 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. 1 Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2024 Proxy Statement Table of Contents PROXY SUMMARY (Continued) KEY GOVERNANCE POLICIES AND PRACTICES BOARD OF DIRECTORS 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. KEY DIRECTOR STATISTICS *Key Director Statistics are as of May 16, 2024 ANNUAL REVIEW of BOARD COMPOSITION including SKILLS AND CHARACTERISTICS to be sought in candidates In the past 5 YEARS , we have appointed 5 INDEPENDENT DIRECTORS As of our 2024 annual meeting, we expect 36% OF OUR BOARD TO BE WOMEN Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2024 Proxy

: Election of Directors

Item 1: Election of Directors 18

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 26

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

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

: Ratification of Selection of Independent Registered Public Accounting Firm

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

: Stockholder Proposal: Shareholder Right to Act by Written Consent

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 Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2024 Proxy Statement Table of Contents CORPORATE GOVERNANCE We describe key features of the Company's corporate governance environment below and in the next section of this proxy statement, captioned "Board of Directors and Committees." Our key corporate governance materials are available online at marshmclennan.com/about/corporate-governance.html . OVERVIEW Our Board of Directors currently has thirteen (13) members, including H. Edward Hanway, our Independent Chair, and John Q. Doyle, our President and Chief Executive Officer. Bruce P. Nolop and Raymond G. Young, who have served as directors since 2008 and 2023, respectively, are not standing for re-election at the 2024 annual meeting. Mr. Doyle is the only member of management who serves as a director. As described in more detail under "Board of Directors and Committees," our Board maintains an Audit Committee, a Compensation Committee, a Directors and Governance Committee, a Finance Committee, an ESG Committee and an Executive Committee. CORPORATE GOVERNANCE PRACTICES The Company is committed to best practices in corporate governance. Highlights of our corporate governance practices are described below. Board Structure Board Independence. All of the Company's directors are independent, with the exception of our CEO, who is the only member of man

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