Independent
Tenure on this board
9.7 yrs
13 nominees · 3 ballot items.
Elect thirteen directors; approve, by nonbinding vote, named executive officer compensation (say-on-pay); ratify Deloitte & Touche LLP as independent registered public accounting firm; and consider any other business properly before the meeting.
To elect thirteen (13) persons named in the accompanying proxy statement to serve as directors for a one-year term.
Nonbinding advisory vote to approve the compensation of the Company's named executive officers as disclosed in the proxy statement (say-on-pay).
This management proposal asks shareholders to cast a nonbinding advisory vote to approve the compensation of Marsh’s named executive officers as disclosed in the proxy materials (commonly called a 'say-on-pay' vote). Management seeks shareholder approval to confirm its executive compensation philosophy, which emphasizes a high proportion of at-risk pay delivered through annual bonuses and long-term incentive awards (50% PSUs and 50% stock options) tied to adjusted EPS growth and relative TSR versus S&P 500 constituents. The Compensation Committee describes rigorous performance metrics, clawback provisions, stock ownership and holding requirements, and other governance features intended to align pay with long-term stockholder value; management points to historical strong support (91% approval in 2025) and links between pay and multi-year performance such as 12.7% annualized adjusted EPS growth for the 2023 PSU awards. The proposal is advisory; however, management will consider the vote when setting future compensation, and the Board recommends a vote FOR to endorse the program. Key context includes Marsh’s use of a relative TSR modifier, double-trigger change-in-control protections, no excise tax gross-ups, and annual LTI grant practices intended to limit timing manipulation; the program also includes retention and security-related perquisites disclosed in detail. Critics could point to the use of significant discretionary qualitative adjustments in bonuses and the concentration of executive pay in equity, which can amplify CEO pay volatility relative to realized shareholder returns, but the Board emphasizes caps (200% payout) and multi-year vesting to limit excessive risk-taking. Evaluating the proposal requires weighing the specifics of the PSU metrics, the relative TSR comparator (S&P 500), the demonstrated payout outcomes (e.g., 176% payout on 2023 PSUs after EPS outperformance offset by TSR shortfall), and the governance safeguards described. Given management’s recommendation, the Board’s rationale centers on alignment of pay with long-term performance, competitive market practices to retain talent, and structural features intended to constrain excessive risk and uphold shareholder alignment.
To ratify the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.5% | 31,467,674 | $5.5B |
| 2 | STATE STREET CORP | 4.6% | 22,070,945 | $3.8B |
| 3 | Capital World Investors | 3.7% | 17,969,182 | $3.1B |
| 4 | WELLINGTON MANAGEMENT GROUP LLP | 3.4% | 16,181,371 | $2.8B |
| 5 | Capital International Investors | 3.3% | 15,713,853 | $2.7B |
| 6 | BlackRock, Inc. | 3.1% | 14,782,194 | $2.6B |
| 7 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.6% | 12,427,946 | $2.2B |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.5% | 11,832,561 | $2.0B |
| 9 | Capital Research Global Investors | 2.3% | 11,301,188 | $2.0B |
| 10 | BlackRock, Inc. | 2.1% | 10,255,207 | $1.8B |
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