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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
_____________________
FORM8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of report (Date of earliest event reported)February 22, 2024
Marsh & McLennan Companies, Inc.
(Exact Name of Registrant as Specified in its Charter)
MarshMcLennan logo.jpg

Delaware1-599836-2668272
(State or Other Jurisdiction of Incorporation)(Commission File Number)(IRS Employer
Identification No.)
1166 Avenue of the Americas,New York,NY10036
(Address of Principal Executive Offices)(Zip Code)
Registrant’s telephone number, including area code(212)345-5000
    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
    Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbol(s)Name of exchange on which registered
Common Stock, par value $1.00 per shareMMCNew York Stock Exchange
Chicago Stock Exchange
    Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




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


(e) On February 22, 2024, the Compensation Committee of the board of directors of Marsh & McLennan Companies, Inc. (the “Company”), amended the terms of the employment letters with the Company’s Chief Executive Officer, John Q. Doyle and Chief Financial Officer, Mark C. McGivney.

Mr. Doyle will receive an annual base salary of $1,500,000, effective April 1, 2024. Mr. Doyle will be eligible for an annual bonus with a target of $3,750,000 commencing with the 2024 performance year (awarded in 2025) and he will be eligible for an annual long-term incentive (LTI) award with a target value of $13,750,000 commencing with the award to be made in 2024.

Mr. McGivney will receive an annual base salary of $1,000,000, effective April 1, 2024. Mr. McGivney will be eligible for an annual bonus with a target of $1,750,000 commencing with the 2024 performance year (awarded in 2025) and he will be eligible for an annual long-term incentive award with a target value of $3,000,000 commencing with the award to be made in 2024.

The foregoing summaries are qualified in their entirety by reference to the letter agreement amendments, a copy of which are attached hereto as Exhibit 10.1 and Exhibit 10.2 and are incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits









 

 
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SIGNATURES
 
    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 MARSH & McLENNAN COMPANIES, INC.
   
 By:/s/ Connor Kuratek
 Name:Connor Kuratek
 Title:Deputy General Counsel &
Corporate Secretary
  
 
 
Date:    February 23, 2024
































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image_0.jpg
Steven A. Mills
Chairman of the Compensation Committee of the Board of Directors

Marsh McLennan
1166 Avenue of the Americas
New York, New York 10036-2774
212 345 5000
www.mmc.com

February 22, 2024

John Q. Doyle
Hand delivery

Subject: Terms of Employment


Dear John,

This first amendment to the Letter Agreement, dated November 10, 2022, between you and Marsh & McLennan Companies, Inc. (the “Letter Agreement”), revises the terms and conditions of your employment as President and Chief Executive Officer of Marsh McLennan. The Letter Agreement will continue to govern your employment except as specified below:

1.Exhibit A to the Letter Agreement shall be deleted and replaced in its entirety with the attached Exhibit A.

The terms of this amendment are effective as of February 22, 2024. Please acknowledge your agreement with the terms of the Letter Agreement, as further amended by this third amendment, by signing and dating this and the enclosed copy and returning one to me.

Sincerely,

/s/ Steven A. Mills

Steven A. Mills
Chairman of the Compensation Committee of the Board of Directors
Marsh McLennan


Accepted and Agreed:


/s/ John Q. Doyle ______________
(Signature)


February 22, 2024 _____________
(Date)





1




Page 2
February 22, 2024
John Q. Doyle


Exhibit A
Board or Committee Memberships
•The Board of the Greenberg School of Risk Management at St. John’s University
•The Board of New York Police and Fire Widows and Children’s Benefit Fund
•Inner-City Scholarship Fund
Annual Base Salary$1,500,000 effective as of April 1, 2024.
Annual Target Bonus OpportunityBonus awards are discretionary. Target bonus of $3,750,000 commencing with the 2024 performance year (awarded in February 2025). Actual bonus may range from 0% - 200% of target, based on achievement of individual and Marsh McLennan performance objectives as Marsh McLennan may establish from time to time.
Annual Target Long-Term Incentive OpportunityLong-term incentive awards are discretionary. Target grant date fair value of $13,750,000, commencing with the award to be granted in 2024.
Other Benefits
•You will have access to a car and driver for business purposes and personal use including work/home travel.

•You will have access to corporate aircraft for personal travel, up to $130,000 in aggregate incremental cost each calendar year, as calculated by the Company for disclosure purposes for the Summary Compensation Table of the Company’s Proxy Statement; provided that this amount and calculation methodology will be reviewed from time to time and subject to adjustment to reflect market trends. The Company currently calculates incremental cost by totaling the incremental variable costs associated with personal flights on the aircraft (including hourly charges, taxes, passenger fees, international fees and catering)

If the imputed income attributable to these benefits is taxable to you, then the taxes associated with this taxable income will not be reimbursed or paid by the Company.
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image_0.jpg
John Q. Doyle
President and Chief Executive Officer

Marsh McLennan
1166 Avenue of the Americas
New York, New York 10036-2774
212 345 5000
www.mmc.com

February 22, 2024

Mark C. McGivney
Hand delivery


Subject: Terms of Employment

Dear Mark,

This fourth amendment to the Letter Agreement, dated September 17, 2015, between you and Marsh & McLennan Companies, Inc. as subsequently amended on January 17, 2018, February 19, 2019 and September 22, 2022 (together, the “Letter Agreement”), revises the terms and conditions of your employment as Senior Vice President and Chief Financial Officer of Marsh McLennan. The Letter Agreement will continue to govern your employment except as specified below:

1.Exhibit A to the Letter Agreement shall be deleted and replaced in its entirety with the attached Exhibit A.

The terms of this amendment are effective as of February 22, 2024. Please acknowledge your agreement with the terms of the Letter Agreement, as further amended by this third amendment, by signing and dating this and the enclosed copy and returning one to me.

Sincerely,

/s/ John Q. Doyle
John Q. Doyle
President and Chief Executive Officer
Marsh McLennan


Accepted and Agreed:


/s/ Mark C. McGivney_____________
(Signature)

February 22, 2024________________
(Date)






1



Page 2
February 22, 2024
Mark C. McGivney


Exhibit A
Board or Committee MembershipsNone
Annual Base Salary$1,000,000 effective as of April 1, 2024.
Annual Target Bonus OpportunityBonus awards are discretionary. Target bonus of $1,750,000 commencing with the 2024 performance year (awarded in February 2025). Actual bonus may range from 0% - 200% of target, based on achievement of individual and Marsh McLennan performance objectives, as Marsh McLennan may establish from time to time.
Annual Target Long-Term Incentive OpportunityLong-term incentive awards are discretionary. Target award value of $3,000,000, commencing with the award made in 2024.

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v3.24.0.1
Document and Entity Information
Oct. 09, 2023
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Feb. 22, 2024
Entity Registrant Name Marsh & McLennan Companies, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 1-5998
Entity Tax Identification Number 36-2668272
Entity Address, Address Line One 1166 Avenue of the Americas,
Entity Address, City or Town New York,
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10036
City Area Code (212)
Local Phone Number 345-5000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Title of 12(b) Security Common Stock, par value $1.00 per share
Trading Symbol MMC
Entity Central Index Key 0000062709
Amendment Flag false
NEW YORK STOCK EXCHANGE, INC.  
Entity Information [Line Items]  
Security Exchange Name NYSE
X C H I  
Entity Information [Line Items]  
Security Exchange Name CHX
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