Item 5.02 Departure of Directors or Certain Officers? Election of Directors?
Appointment of Certain Officers? Compensatory Arrangements of Certain Officers
On November 18, 2021, Marsh & McLennan Companies, Inc. (the "Company") announced
that, effective January 1, 2022, John Doyle, 57, will be appointed Group
President and Chief Operating Officer. He will continue in his role as Vice
Chair of the Company. Mr. Doyle has served as the President and Chief Executive
Officer of Marsh LLC since July 2017, and as President of Marsh since April
2016. In connection with his increased responsibilities, Mr. Doyle will receive
a $1 million grant of stock units on January 1, 2022 that is scheduled to vest
on January 15, 2025.
The Company also announced that Martin South, President of Marsh US and Canada,
will succeed Mr. Doyle as President and Chief Executive Officer of Marsh LLC,
effective January 1, 2022. He will also be appointed Vice Chair of the Company.
Previously, Mr. South served as Chief Executive Officer of Marsh Inc.'s
Asia-Pacific region, Chief Executive Officer of Marsh UK and Ireland and Chief
Executive Officer of Marsh Europe.
In addition, the Company announced that Dean Klisura will be appointed President
and Chief Executive Officer of Guy Carpenter and Vice Chair of the Company,
effective January 1, 2022, succeeding Peter Hearn who will continue in his role
as Vice Chair of the Company. Effective January 1, 2022, Mr. Hearn will no
longer serve as the President and Chief Executive Officer of Guy Carpenter. Mr.
Klisura has served as President of Guy Carpenter since October 2020. Mr. Klisura
joined Marsh in 1993 and previously served as President of Marsh Global
Placement and Advisory Services.
On November 17, 2021, the Compensation Committee of the Company's Board of
Directors approved an amendment to the terms of Mr. Doyle's employment in
conjunction with his assuming the roles of Group President and Chief Operating
Officer of the Company effective January 1, 2022. Mr. Doyle will receive an
annual base salary of $1,200,000. Mr. Doyle will be eligible for an annual bonus
with a target of $2,800,000 commencing with the 2022 performance year (awarded
in February 2023). Mr. Doyle will be eligible for a long-term incentive award
with a target value of $4,000,000 commencing with the award to be made in 2022.
On November 17, 2021, the Compensation Committee of the Company's Board of
Directors also approved the terms of Mr. Hearn's employment as Vice Chair of the
Company effective January 1, 2022. Mr. Hearn will receive an annual base salary
of $800,000. Mr. Hearn will be eligible for an annual bonus with a target of
$1,500,000 commencing with the 2022 performance year (awarded in 2023). Mr.
Hearn will not be eligible for any additional awards under the Company's
long-term incentive program and will not be eligible for any severance benefits
upon the conclusion of his employment. Mr. Hearn will continue to be eligible to
participate in the Company's employee benefit plans and programs on terms and
conditions as are generally provided to similarly situated employees of the
Company, as in effect from time to time. While employed by the Company and for
12 months following his termination of employment, Mr. Hearn will be subject to
certain restrictive covenants. Mr. Hearn's employment as Vice Chair of the
Company is conditioned on his entry into a waiver and release in connection with
a letter agreement documenting the terms of his employment and at the
termination of his employment.
A copy of the press release is attached hereto as Exhibit 99.1 and incorporated
by reference herein.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 Press release issued by Marsh & McLennan Companies, Inc. on November 18,
2021.
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MARSH & MCLENNAN COMPANIES 
