Marsh McLennan (MRSH) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 15, 2025, to be held virtually, with stockholders able to vote and submit questions online.

• Five key items of business: election of eleven directors, advisory vote on executive compensation, ratification of Deloitte & Touche LLP as auditor, approval of amended 2020 Incentive and Stock Award Plan, and other business.

• Company reported strong 2024 financial performance: $24.5B revenue (8% GAAP growth), 10% adjusted EPS growth, 10% GAAP operating income growth, and 17th consecutive year of margin expansion.

• $11.8B capital deployed in 2024, including $7.5B acquisition of McGriff Insurance Services, $1.5B in dividends, and $900M in share repurchases.

• 2024 total stockholder return (TSR) of 13.7% outperformed the S&P 500 Equal Weight Index but lagged the S&P 500 Index due to tech sector performance.

Voting matters and shareholder proposals

• Board recommends voting FOR all proposals: director elections, say-on-pay, auditor ratification, and the amended 2020 Incentive and Stock Award Plan.

• Shareholder engagement included outreach to 30 institutional investors representing 58% of voting power; 30% accepted, with discussions on board composition, sustainability, and executive compensation.

• Previous shareholder proposal for written consent rights did not pass; most investors agreed current rights (special meetings, proxy access) are sufficient.

Board of directors and corporate governance

• Board consists of 12 members (11 to be elected), with 91% independence and an independent Chair.

• 36% of the board are women; average tenure is 9 years; six independent directors joined in the last six years.

• Mandatory retirement at 75; Oscar Fanjul will not stand for re-election in 2025.

• Board committees: Audit, Compensation, Directors and Governance, Finance, Business Responsibility, and Executive.

• Annual board and committee evaluations, director orientation, and ongoing education.

• Proxy access and right for holders of 20% of shares to call special meetings; no poison pill in place.