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.