8-KLeadership ChangesMaterial AgreementsOther Events+1

MARSH & MCLENNAN COMPANIES, INC. 8-K Report, Material Agreement (Dec 22, 2005)

Filed December 22, 2005For Securities:MRSHMMC

Summary

Marsh & McLennan Companies, Inc. (MMC) has filed an 8-K report detailing significant executive and governance changes. The company has appointed M. Michele Burns as its new Chief Financial Officer (CFO), effective no later than March 31, 2006. Ms. Burns brings extensive financial leadership experience from her previous roles at Mirant Corporation and Delta Air Lines. Her employment agreement includes a substantial compensation package, with a base salary of $750,000, significant bonus potential, and long-term equity incentives. In addition to the CFO appointment, MMC's Board of Directors has elected two new members, Leslie M. Baker, Jr. and Marc D. Oken, effective January 18, 2006. Both individuals are deemed independent and bring valuable experience from their prior executive roles at Wachovia Corporation and Bank of America Corporation, respectively. The company also announced an amendment to its corporate governance guidelines to establish a majority voting policy for the election of directors, enhancing shareholder rights in uncontested director elections.

Key Highlights

  • 1M. Michele Burns appointed as Executive Vice President and Chief Financial Officer (CFO), commencing March 1, 2006, and officially as CFO by March 31, 2006.
  • 2Ms. Burns' employment agreement includes an annual base salary of $750,000, with bonus opportunities ranging from 100% to 200% of base salary, and a minimum bonus of $750,000 for 2006.
  • 3Significant long-term equity incentive compensation for Ms. Burns, with an annual grant value between one-to-three times her base salary, and a minimum grant-date target value of $2.625 million for 2006.
  • 4Leslie M. Baker, Jr. and Marc D. Oken elected to the Board of Directors, effective January 18, 2006, bringing diverse executive experience.
  • 5New directors Baker and Oken will serve on the board class expiring in May 2006 and are considered independent under NYSE and MMC standards.
  • 6MMC adopted a majority voting policy for director elections, requiring nominees in uncontested elections to tender resignations if they receive more withheld votes than for votes.
  • 7Employment agreement for Ms. Burns includes provisions for termination payments, non-competition, and non-solicitation clauses, along with reimbursement for temporary housing and travel expenses.

Frequently Asked Questions

M. Michele Burns has been appointed as the new Chief Financial Officer (CFO) of Marsh & McLennan Companies (MMC), and also as an Executive Vice President. She is expected to officially take over the CFO role by March 31, 2006. Ms. Burns has a strong financial background, having previously served as CFO and chief restructuring officer at Mirant Corporation and executive vice president and CFO at Delta Air Lines.

Ms. Burns' employment agreement includes an annual base salary of $750,000. She is eligible for an annual bonus opportunity of 100% to 200% of her base salary, with a guaranteed minimum bonus of $750,000 for 2006. Additionally, she will receive long-term equity incentive compensation with a target value between one and three times her base salary, with a minimum of $2.625 million for 2006.

Marsh & McLennan Companies has elected Leslie M. Baker, Jr. and Marc D. Oken to its Board of Directors, effective January 18, 2006. Mr. Baker is a retired chairman from Wachovia Corporation, and Mr. Oken is a former chief financial officer from Bank of America Corporation. Both are considered independent directors.

Marsh & McLennan Companies has adopted a majority voting policy where, in an uncontested election, any director nominee who receives more withheld votes than for votes must tender their resignation. The Board's Directors and Governance Committee will then review the resignation and recommend to the full Board whether to accept or reject it, with a decision made within 90 days.