Item 5.02 Departure of Directors or Certain Officers? Election of Directors?
Appointment of Certain Officers? Compensatory Arrangements of Certain Officers
(c) On September 23, 2022, Daniel S. Glaser, 62, informed the Board of Directors
(the "Board") of Marsh & McLennan Companies, Inc. (the "Company") of his
intention to retire as the Company's President and Chief Executive Officer at
the end of the year. Mr. Glaser will also retire from the Company's Board
concurrent with his retirement from the Company.
In addition, on September 23, 2022, the Board named John Q. Doyle, 58, currently
the Company's Group President and Chief Operating Officer, as Mr. Glaser's
successor and he will become President and Chief Executive Officer, effective
January 1, 2023. In addition, Mr. Doyle will become a director of the Company
effective January 1, 2023. Upon joining the Board, Mr. Doyle will serve as a
member of the Board's Finance Committee.
Mr. Doyle has served as Group President and Chief Operating Officer and Vice
Chair of the Company since January 2022. Prior to his current role, he served as
President and Chief Executive Officer of Marsh LLC ("Marsh"), a wholly-owned
subsidiary of the Company, from July 2017 to December 2021, and as President of
Marsh from April 2016 to July 2017. Prior to joining the Company, Mr. Doyle was
most recently Chief Executive Officer of AIG's commercial insurance businesses.
Mr. Doyle began his career at AIG in 1986 and held several senior executive
positions, including President and Chief Executive Officer of AIG property and
casualty in the U.S., President and Chief Executive Officer of National Union
Fire Insurance Company, and President of American Home Assurance Company.
Mr. Doyle serves on the boards of the Greenberg School of Risk Management at St.
John's University, the New York Police and Fire Widows and Children's Benefit
Fund and the Inner-City Scholarship Fund.
(e) On September 23, 2022, the Compensation Committee of the Board entered into
an amendment (the "Amendment") with Mr. Glaser to amend the Terms and Conditions
of his Performance Stock Unit Awards granted on February 19, 2020 and February
22, 2021 (respectively, the "2020 PSU Award Agreement" and the "2021 PSU Award
Agreement" and together, the "PSU Award Agreements") in conjunction with the
announcement of his retirement from the role of President and Chief Executive
Officer of the Company. The terms of the Amendment, effective September 23,
2022, are described below.
Upon Mr. Glaser's retirement, the Compensation Committee will promptly determine
whether Mr. Glaser has (i) adequately performed his duties during his tenure;
(ii) satisfactorily participated in the identification and development of his
successor; and (iii) assisted in the transition of his duties and
responsibilities to such successor. If the foregoing conditions have been met, a
successor has assumed the position of President and Chief Executive Officer
prior to or on the date of his termination of employment (unless such
requirement has been waived by the Board) and Mr. Glaser executes and does not
revoke a waiver and release agreement provided by the Company at the time of his
termination, then all of Mr. Glaser's unvested Performance Stock Units ("PSUs")
subject to the PSU Award Agreements that are outstanding as of such termination
of employment will remain outstanding until the applicable scheduled vesting
date and will be distributed as soon as practicable following the applicable
vesting date as described in the PSU Award Agreements; provided that he has
satisfied the "Conditions for All or a Portion of an Award to Remain Outstanding
Following a Termination of Employment" set forth in Section III of the PSU Award
Agreements, and provided further that the number of shares of Common Stock of
the Company distributable in respect of such PSUs will be determined in
accordance with Section II.B.1 of the PSU Award Agreements.
--------------------------------------------------------------------------------
The foregoing summary is qualified in its entirety by reference to the letter
agreement amendment, a copy of which is attached hereto as Exhibit 10.1 and
incorporated by reference herein.
A copy of the press release is also attached hereto as Exhibit 99.1 and
incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
10.1 Letter Agreement Amendment, dated September 23 , 2022, between
Marsh & McLennan Companies, Inc. and Daniel S. Glaser.
99.1 Press release issued by Marsh & McLennan Companies, Inc. on September
26 , 2022.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses