8-KOther Events

MARSH & MCLENNAN COMPANIES, INC. 8-K Report, Corporate Update (Feb 15, 2007)

Filed February 15, 2007For Securities:MRSHMMC

Summary

Marsh & McLennan Companies, Inc. (MMC) announced significant changes to its non-executive director compensation structure, effective June 1, 2007. The primary driver for these adjustments is to bring director pay more in line with industry norms and to better reflect the substantial time commitment required for Board service, as current compensation levels have lagged behind for many years. The changes aim to enhance director recruitment and retention while adhering to best governance practices. Key among the updates is a substantial increase in the basic annual retainer for non-executive directors, rising from $40,000 to $100,000. Meeting fees, which were previously paid per attendance, will be eliminated, and the annual stock grant value will also increase from approximately $50,400 to $100,000. Supplemental retainers for committee chairs and the non-executive chairman have also been increased. Directors will retain flexibility in choosing how to receive a portion of their compensation, with options for cash, stock, or a combination.

Key Highlights

  • 1Effective June 1, 2007, Marsh & McLennan Companies (MMC) will significantly increase the basic annual retainer for non-executive directors to $100,000, up from $40,000 since 1995.
  • 2Meeting fees for Board and committee attendance will be eliminated, representing a notable shift from previous compensation practices.
  • 3The annual stock grant for non-executive directors will increase in market value to $100,000, compared to the approximate $50,400 market value of the June 1, 2006 grant.
  • 4Supplemental annual retainers for committee chairs (audit, compensation, compliance, governance) are increasing to $15,000, up from $5,000.
  • 5The supplemental annual retainer for the non-executive chairman is increasing to $150,000, from $100,000.
  • 6The company is phasing out supplemental retainers for non-chair committee members.
  • 7Directors will continue to have flexibility in electing to receive a portion of their retainers and stock grants in cash, common stock, or a combination thereof.

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