MARSH & MCLENNAN COMPANIES, INC. MRSH

45% shingled-prose overlap between the two filings.

2025: 72,157 chars · 2026: 75,091 chars

• Committee Report:50% overlap (770 → 776 chars)
• Pay Ratio (Item 402(u)):24% overlap (4,465 → 2,680 chars)
• Say-on-Pay proposal:86% overlap (2,420 → 2,442 chars)

• changedThis section describes the compensation decisions with respect to the individuals who served during 2025 2024as our President and Chief Executive Officer, our Chief Financial Officer and our three other most highly compensated executive officers as of December 31, 2025, 2024,as listed below.
• changedThese individuals are included in the “2025 “2024Summary Compensation Table” on page 57. 55.
• changedSOUTH President and Chief Executive Officer of Marsh Risk Vice MarshViceChair, Marsh McLennanPATRICK TOMLINSON President and Chief Executive Officer of Mercer Vice Chair, Marsh McLennanDEAN M.
• changedKLISURA President and Chief Executive Officer of Guy Carpenter Vice CarpenterViceChair, Marsh McLennan
• changedWe refer to these individuals collectively in this Compensation Discussion and Analysis as our “named executive officers” or “NEOs.” officers.”When we refer to our “senior executives” in this proxy statement, we mean our CEO, the chief executive officers of our four businesses and certain leaders of our corporate staff.
• changedBackground information regarding our senior executives is provided on our website at corporate.marsh.com/about/leadership.html. marshmclennan.com/about/leadership.html.
• newEffective April 1, 2026, Mr. South will be the Senior Vice President and Chief Client Officer of Marsh.
• changedMarsh&McLennanCompanies,Inc.Notice of Annual Meeting and 2026 2025Proxy Statement | Marsh & McLennan Companies, Inc. | 29
• new2025 Highlights
• newFinancial Objectives • In 2025, Marsh delivered another year of solid results, performing well in a complex environment and positioning for sustained momentum in 2026.
• changed• Our GAAP EPS increased 3%. 9%.
• changedWe delivered 9% 10%growth in adjusted EPS*.
• changed• We continued our best period of revenue growth in more than two decades, generating $27.0 $24.5billion of revenue, an increase of 10% 8%on a GAAP basis compared with 2024. 2023.
• changedWe achieved 4% 7%growth in underlying revenue.
• changed• Our GAAP operating income increased by 7%. 10%.
• changedWe grew our adjusted operating income* by 11% and expanded adjusted margin for our 18th 17thconsecutive year*.
• newShareholderValue & CapitalManagement • Our five-year annualized total stockholder return (“TSR”) of 11.3% outperformed the S&P 500 Equal Weight Index TSR (10.5%) but lagged the S&P 500 index TSR (14.4%).
• newOur 2025 TSR was -11.3%.
• new• Despite these market conditions, we have maintained our historical pattern of capital deployment, investing in growth, acquisitions, and dividend increases to maximize long-term shareholder value.
• new• In 2025, we conducted our largest share repurchase in our history of $2.0 billion, optimizing shareholder value and showing the value of our flexible capital allocation model.
• changed• We raised our quarterly dividend by 10%, 15%paying total dividends of approximately $1.7 $1.5billion in 2025. 2024.
• changedThis marks the 16th 15thconsecutive year of dividend growth.
• new• We deployed approximately $850 million of capital over 20 acquisitions and investments, which contributed $255 million in revenue.
• newPositioningOur BusinessFor the Future • We continued to execute on our strategy, delivering solid financial performance, while advancing cross-business collaboration.
• new• We launched Thrive, a three-year program, which focuses on brand strategy, delivering value to clients, accelerating growth and improving efficiency, supported by the introduction of Business & Client Services (“BCS”), to accelerate innovation and centralize investments in operational excellence, data, artificial intelligence and other analytics.
• newWe expect to achieve total annualized savings of approximately $400 million.
• new• We announced our integrated brand strategy in October 2025 and effective January 14, 2026, we updated our brand name from Marsh McLennan to Marsh.
• new• We progressed the integration milestones of MMA’s acquisition of McGriff Insurance Services.
• new• We established the Mercer Global Investments Partnerships Group, led by our recent acquisition of Secor Asset Management and bolstered by our acquisition of Cardano.
• newThese strategic acquisitions enhance Mercer’s investment capabilities, particularly in fiduciary management, risk management, and direct investments, supported by combined trading capabilities.
• changed30 | Marsh & McLennan Companies, Inc. | Notice of Annual Meeting and 2026 2025Proxy Statement
• changedExecutive Compensation • In February 2026, 2025,the Compensation Committee assessed management’s performance against our 2025 2024objectives.
• changedThe Compensation Committee determined bonuses that were above target for all of our named executive officers commensurate with solid strongperformance with respect to our financial and strategic objectives.
• changed• We achieved three-year annualized adjusted EPS growth of 12.7%* 14.6%*for our 2023 2022performance stock unit (“PSU”) awards.
• changedThis was above our 8% target and 12% maximum for the awards, resulting in a themaximumpayoutat200% EPS performance factor. oftarget.
• newHowever, our three-year TSR was at the 38th percentile versus S&P 500 constituents*, which resulted in a 0.88x relative TSR modifier and a payout of 176% of target.
• newSenior Executive Changes Effective April 1, 2026 • Nick Studer will assume the role of President and CEO of Marsh Risk succeeding Martin South.
• newMr. Studer previously served as the President and Chief Executive Officer of Oliver Wyman and Marsh Management Consulting.
• new• Martin South will assume the enterprise-wide role of Chief Client Officer.
• new• Ted Moynihan was appointed President and Chief Executive Officer of Oliver Wyman and Marsh Management Consulting, succeeding Mr. Studer.
• changedEffective •OnJanuary 15, 2025 • 2025,Paul Beswick’s role was expanded to Senior Vice President, Chief Information & Operations Officer.
• changedMr. Beswick has served as Chief Information Officer ofMarshMcLennansince 2021.
• changedMarsh&McLennanCompanies,Inc.Notice of Annual Meeting and 2026 2025Proxy Statement | Marsh & McLennan Companies, Inc. | 31
• changed2025 2024and 2026 2025Annual Total Direct Compensation of Named Executive Officers
• changedThe following table summarizes the decisions made by the Compensation Committee in February 2026 2025and February 2025 2024with respect to the annual total direct compensation of our named executive officers.
• changedBecause this table shows compensation by decision date rather than by fiscal year, it includes our 2026 2025annual LTI awards, which are not shown in the “2025 “2024Summary Compensation Table” on page 57. 55.
• newName DecisionDate Base Salary Annual BonusAward Annual Long-TermIncentiveAward1 Total DirectCompensation Mr. Doyle 2/24/2026 $ 1,500,000 $ 5,550,000 $ 17,500,000 $ 24,550,000 2/18/2025 $ 1,500,000 $ 6,500,000 $ 16,750,000 $ 24,750,000 Change 0% -15% +4% -1% Mr. McGivney 2/24/2026 $ 1,000,000 $ 3,100,000 $ 3,600,000 $ 7,700,000 2/18/2025 $ 1,000,000 $ 3,300,000 $ 3,600,000 $ 7,900,000 Change 0% -6% 0% -3% Mr. South 2/24/2026 $ 1,000,000 $ 3,500,000 $ 3,200,000 $ 7,700,000 2/18/2025 $ 1,000,000 $ 4,250,000 $ 3,200,000 $ 8,450,000 Change 0% -18% 0% -9% Mr. Tomlinson 2/24/2026 $ 900,000 $ 2,700,000 $ 2,300,000 $ 5,900,000 2/18/2025 $ 900,000 $ 3,100,000 $ 2,300,000 $ 6,300,000 Change 0% -13% 0% -6% Mr. Klisura 2/24/2026 $ 900,000 $ 3,300,000 $ 2,000,000 $ 6,200,000 2/18/2025 $ 900,000 $ 3,800,000 $ 2,000,000 $ 6,700,000 Change 0% -13% 0% -7%
• changedFor PSUs, 50% of the LTI value shown in the table is converted into a number of PSUs based on the fair market value of Company common stock. stock,whichisequaltotheaverageofthehighandlowtradingpricesofsharesoftheCompanycommonstockonthetradingdateimmediatelyprecedingthedateofgrant.
• newFor annual LTI awards granted in 2025, the fair market value of the Company’s common stock is defined as the average of the high and low trading prices of the Company’s common stock on the trading day immediately preceding the grant date.
• newFor annual LTI awards granted in 2026, the fair market value of the Company’s common stock is defined as the closing price of the Company’s common stock on the trading day immediately preceding the grant date.
• changed32 | Marsh & McLennan Companies, Inc. | Notice of Annual Meeting and 2026 2025Proxy Statement
• changed2025 2024“Say on Pay” Vote and Stockholder Engagement
• changed“Say on Pay” Vote At our 2025 2024Annual Meeting of Stockholders, we held a nonbinding advisory vote with respect to the compensation of our named executive officers (commonly referred to as a “say on pay” vote).
• changedApproximately 91% 93%of the votes cast on the say on pay proposal were voted in favor of our executive compensation philosophy, policies and practices.
• changedStockholder Engagement Following our 2025 2024Annual Meeting of Stockholders, members of our management, and when requested, our directors, atthedirectionoftheCompensationCommittee,discussed our executive compensation policies and practices with a number of our large institutional stockholders.
• changedWe extended invitations for calls to our top 25 30institutional investors representing approximately 51% 58%of the voting power of our stock, stockand we spoke with stockholders representing about 25% 30%of our stock.
• changedThe stockholders we met with generally viewed our executive compensation program favorably, consistent with our 91% 93%approval rate in 2025. 2024.
• newSee the discussion under “Stockholder Engagement” on page iii for additional information about our stockholder engagement.
• changedMarsh&McLennanCompanies,Inc.Notice of Annual Meeting and 2026 2025Proxy Statement | Marsh & McLennan Companies, Inc. | 33
• changedStockholder-AlignedExecutiveCompensationProgram • Stockholder-AlignedExecutiveCompensationProgram✓Our senior executives have a high percentage of variable (“at risk”) pay.
• changedIn 2025, 2024,at-risk pay represented approximately 93% of our CEO’s target total direct compensation and, on average, approximately 83% of our other NEOs’ target total direct compensation.
• changed• ✓Long-term incentive compensation for our senior executives is delivered in stock options and PSU awards, the value of which depends on stock price appreciation or achievement of specific Company financial objectives and the Company’s relative TSR versus S&P 500 constituents.
• changed• ✓We generally mitigate the potential dilutive effect of equity-based awards through our share repurchase program.
• changed• ✓The Compensation Committee has engaged an independent compensation consultant.
• changedCompensationRecoveryPolicies • CompensationRecoveryPolicies✓We maintain a compensation clawback policy for senior executives that provides for the mandatory recoupment of erroneously awarded compensation in the event of a financial restatement in accordance with Securities and Exchange Commission rules and New York Stock Exchange listing standards. standards,whichisfiledasExhibit97.1toourannualreportonForm10-KfortheyearendedDecember31,2024.
• changed• ✓The Compensation Committee adopted an additional clawback policy for senior executives that provides recoupment of certain incentive compensation in the event a senior executive engages in specified detrimental conduct.
• changed10b5-1 TradingPolicies • TradingPolicies✓We have adopted insider trading policies and procedures governing the purchase, sale and/or other dispositions of securities of the Company by our directors, executive officers and employees, and have implemented processes for the Company that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as the NYSE Corporate Governance Standards.
• changed• ✓Our Trading Securities Policy as well as a copy of our Transactions in Marsh McLennanSecurities by Directors and Executive Officers Policy are described under Item 10 of andarefiledasExhibits19.1and19.2,respectively,toour annual report on Form 10-K for the year ended December 31, 2025. 2024.
• changedSeveranceand SeveranceandChange inControl • inControl✓Severance protections for our senior executives, including our CEO, are at a 1x multiple of base salary and annual bonus, with a pro-rata bonus for the year of termination.
• changedFurther, we are required as a matter of policy to obtain stockholder approval for severance agreements with certain senior executives if they provide for cash severance that exceeds 2.99x the sum of the executive’s base salary and three-year average annual bonus award.
• changed• ✓We provide “double-trigger” vesting of equity-based awards and payment of severance benefits following a change in control of the Company.
• changed• ✓We do not provide golden parachute excise tax payments, reimbursements or “gross-ups” in connection with a change in control of the Company.
• changedSay on Pay • ✓We hold an annual nonbinding advisory vote on named executive officer compensation.
• changed• ✓Stockholder support for our executive compensation program has generally been verystrong.
• changedOur approval rate was 91% 93%in 2025. 2024.
• changed34 | Marsh & McLennan Companies, Inc. | Notice of Annual Meeting and 2026 2025Proxy Statement
• changedMarsh&McLennanCompanies,Inc.Notice of Annual Meeting and 2026 2025Proxy Statement | Marsh & McLennan Companies, Inc. | 35
• newElement of Total DirectCompensation Target Total Compensation Mix Description
• changedElementofTotalDirectCompensationTargetTotalCompensationMixDescriptionBase Salary Base salary is intended to provide a fixed level of compensation that is appropriate given a senior executive’s role in the organization, his or her skills and experience, the competitive market for his or her position and internal equity considerations.
• changedThe target annual bonuses for our named executive officers for 2025 2024are set forth in “Determination of 2025 2024Annual Bonuses” on page 43.

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