8-K/ALeadership ChangesExhibits & Filings

MARSH & MCLENNAN COMPANIES, INC. 8-K/A Report, Executive Changes (Dec 14, 2012)

Filed December 14, 2012For Securities:MRSHMMC

Summary

This 8-K filing is an amendment to a previous filing, providing details on the employment agreement for Daniel S. Glaser, who is set to become President and Chief Executive Officer of Marsh & McLennan Companies, Inc. effective January 1, 2013. The amendment clarifies the terms of Mr. Glaser's compensation package, which includes a base salary of $1,400,000, an annual bonus with a target of $2,800,000 (potentially ranging from 0% to 200% of target), and long-term incentive compensation with an anticipated target grant date fair value of $7,800,000. Additionally, the filing confirms the retirement of the current CEO, Brian Duperreault, at year-end, and Mr. Glaser's transition from Group President and COO to CEO and a member of the Board. The agreement also outlines provisions for severance under the Senior Executive Severance Plan, continued eligibility for employee benefits, and specific perks such as access to a car and driver, and corporate aircraft for personal travel up to a certain value. Restrictive covenants including non-competition and non-solicitation for 24 months post-termination are also detailed.

Key Highlights

  • 1Daniel S. Glaser appointed as President and CEO, effective January 1, 2013, succeeding Brian Duperreault.
  • 2Mr. Glaser's annual base salary will be $1,400,000.
  • 3Target annual bonus is $2,800,000, with potential payout ranging from 0% to 200% of target.
  • 4Anticipated target grant date fair value for long-term incentive compensation is $7,800,000, commencing with the 2013 award.
  • 5Mr. Glaser will continue to participate in the Senior Executive Severance Plan.
  • 6Perks include access to a car/driver and corporate aircraft for personal travel (up to $100,000 annual incremental cost).
  • 7Mr. Glaser is subject to 24-month non-competition and non-solicitation agreements post-termination.

Frequently Asked Questions

Daniel S. Glaser has been appointed as the new President and Chief Executive Officer. The transition is effective January 1, 2013. He is succeeding Brian Duperreault, who will retire at the end of 2012.

Mr. Glaser will receive an annual base salary of $1,400,000. He is eligible for an annual bonus targeting $2,800,000, with actual payouts potentially ranging from 0% to 200% of the target. He will also participate in long-term incentive programs with an anticipated target grant date fair value of $7,800,000, beginning with the 2013 award cycle.

Mr. Glaser will continue to be eligible for the Company's standard employee benefit plans. He will have access to a car and driver for business and personal travel, and corporate aircraft for personal use up to $100,000 in incremental cost annually. He will also participate in the Senior Executive Severance Plan, which outlines benefits in case of termination without cause or for good reason following a change in control.

Yes, Mr. Glaser has agreed to non-competition and non-solicitation restrictions that will be in effect during his employment and for 24 months following the termination of his employment.