8-KLeadership ChangesExhibits & Filings

MARSH & MCLENNAN COMPANIES, INC. 8-K Report, Executive Changes (Aug 21, 2008)

Filed August 21, 2008For Securities:MRSHMMC

Summary

This 8-K filing by Marsh & McLennan Companies, Inc. (MMC) announces a significant change in its executive leadership, specifically the appointment of Vanessa A. Wittman as the new Executive Vice President and Chief Financial Officer (CFO). This appointment follows the previously announced departure of the current CFO, Matthew B. Bartley. Ms. Wittman's extensive financial background, including previous CFO roles at Adelphia Communications Corporation and 360networks Inc., positions her to lead MMC's financial strategy. The filing also details the compensation package and employment terms for Ms. Wittman, including her base salary, bonus structure, and long-term incentive awards. Investors should note the structure of her compensation, which aligns a significant portion with company and individual performance. The inclusion of participation in the MMC Senior Executive Severance Plan also outlines potential benefits in specific termination scenarios, particularly those involving a change in control or termination without cause.

Key Highlights

  • 1Vanessa A. Wittman appointed Executive Vice President and Chief Financial Officer (CFO) of MMC, effective no later than October 15, 2008.
  • 2This appointment follows the previously announced departure of Matthew B. Bartley, the current CFO.
  • 3Ms. Wittman brings substantial financial experience from previous CFO roles at Adelphia Communications Corporation and 360networks Inc.
  • 4Ms. Wittman will receive an annual base salary of $750,000.
  • 5She is eligible for an annual bonus with a target of 100% of her base salary, with potential payouts ranging from 0% to 200%.
  • 6Ms. Wittman will receive a $1 million long-term incentive award upon her start date and is eligible for a $2 million target grant in 2009.
  • 7Her employment terms include participation in the MMC Senior Executive Severance Plan, which provides benefits upon termination under specific circumstances (e.g., termination without cause, change in control).

Frequently Asked Questions

Vanessa A. Wittman has been appointed as the new Executive Vice President and Chief Financial Officer (CFO) of Marsh & McLennan Companies (MMC). Her appointment is effective September 10, 2008 for her role as Executive Vice President, and her designation as CFO will be effective by October 15, 2008.

Ms. Wittman will receive an annual base salary of $750,000. She is eligible for an annual bonus targeted at 100% of her base salary, with actual payouts ranging from 0% to 200% based on performance. She will also receive a $1 million long-term incentive award upon her start date and is eligible for a $2 million target grant in the 2009 annual incentive program.

Ms. Wittman has extensive financial leadership experience, including serving as Executive Vice President and CFO for Adelphia Communications Corporation during its Chapter 11 reorganization, and as CFO for broadband network services provider 360networks Inc. This background, particularly her experience with financially complex situations, is relevant for her role at MMC.

Ms. Wittman will participate in the MMC Senior Executive Severance Plan. This plan generally provides for cash severance (one year's base salary plus average bonus), a pro-rata bonus, outplacement services, and continued medical/dental coverage if her employment is terminated by MMC without cause, or by her for good reason within two years following a change in control.