UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

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Marsh & McLennan Companies, Inc.

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2022 Notice of Annual Meeting and Proxy Statement Marsh GuyCarpenter Mercer OliverWyman

we are marsh mclennan We are 83,000 colleagues in four global businesses united by a common purpose To make a difference in the moments that matter. Risk & Insurance Services Consulting Marsh Guy Carpenter Mercer Oliver Wyman Insurance Broking & Risk Management Reinsurance & Capital Strategies Health, Wealth & Career Consulting Strategy, Economic & Brand Consulting

NOTICE OF ANNUAL MEETING OF

STOCKHOLDERS AND PROXY STATEMENT

You are cordially invited to attend the annual meeting of stockholders of Marsh McLennan at:

  DATE     Thursday,   May 19, 2022   TIME   ONLINE CHECK-IN BEGINS: 9:45 a.m. Eastern Time   MEETING BEGINS: 10:00 a.m. Eastern Time        LOCATION   Meeting live via the Internet—please visit: WWW.VIRTUALSHAREHOLDER MEETING.COM/MMC2022       

This year’s annual meeting will once again be held virtually. Stockholders will be able to listen, vote, and submit questions remotely via the Internet. Information on how to participate in the virtual annual meeting is on page 78. There are four items of business for this year’s annual meeting:

ITEMS OF BUSINESS

1. To elect thirteen (13) persons named in the accompanying proxy statement to serve as directors for a one-year term;

2. To approve, by nonbinding vote, the compensation of our named executive officers;

3. To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm; and

4. To conduct any other business that may properly come before the meeting.

YOUR VOTE IS VERY IMPORTANT

If you were a stockholder at the close of business on March 21, 2022, you are eligible to vote at this year’s annual meeting. Whether or not you plan to participate in the annual meeting, your vote is very important. We urge you to participate in the election of our directors and in deciding the other items on the agenda for the annual meeting.

You may vote on the Internet or by telephone.

_• If you accessed this proxy statement through the Internet, instructions appear in the Notice of Internet Availability of Proxy Materials.

_• If you received this proxy statement by mail, you may also vote by mail and instructions appear on the enclosed proxy card.

CONNOR KURATEK

Deputy General Counsel & Corporate Secretary

April 1, 2022

Important Notice Regarding the Availability of Proxy Materials for the Marsh McLennan Annual Meeting of Stockholders to Be Held on May 19, 2022: This proxy statement and the Company’s 2021 Annual Report, which includes financial statements as of and for the fiscal year ended December 31, 2021, are available at proxy.mmc.com

This notice and proxy statement is first being mailed or made available on the Internet to stockholders on or about April 1, 2022.

In these materials, we refer to Marsh & McLennan Companies, Inc. as “Marsh McLennan”, the “Company”, “we”, and “our”.

Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2022 Proxy Statement 1NOT

PROXY SUMMARY

This summary highlights information contained elsewhere in this proxy statement. You should read the entire proxy statement carefully before voting.

VOTING MATTERS		Page number for more information		Board’s     recommendation
	Election of Directors (Item 1)		18		FOR
	To elect thirteen (13) persons named in the accompanying proxy statement to serve as directors for a one-year term
	Advisory (Nonbinding) Vote to Approve Named Executive Officer Compensation (Item 2)		27		FOR
	To approve, by nonbinding vote, the compensation of our named executive officers
	Ratification of Independent Auditor (Item 3)		69		FOR
	To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm

HIGHLIGHTS OF OUR BUSINESS AND STRATEGY

           Business   We are the world’s leading professional services firm in the areas of risk, strategy and people. With annual revenue of nearly $20 billion, we help clients navigate an increasingly dynamic and complex environment through four market-leading businesses:     Marsh provides data-driven risk advisory services and insurance solutions to commercial and consumer clients.     Guy Carpenter develops advanced risk, reinsurance and capital strategies that help clients grow profitably and pursue emerging opportunities.     Mercer delivers advice and technology-driven solutions that help organizations redefine the world of work, reshape retirement and investment outcomes, and unlock health and well-being for a changing workforce.     Oliver Wyman Group serves as critical strategic, economic and brand advisor to private sector and governmental clients.   Our 83,000 colleagues advise clients in over 130 countries.  

1 Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2022 Proxy Statement

PROXY SUMMARY ^(Continued)

150th          Anniversary

In 2021 we marked our 150th anniversary as a company, a milestone we marked by celebrating our history, charting our future and demonstrating our commitment to the community. In October, the Marsh McLennan Executive Committee rang the closing bell at the New York Stock Exchange, and in November, Group President & Chief Operating Officer John Doyle spoke before ringing the Lutine Bell at Lloyd’s of London.

Strategy

We are 83,000 colleagues in four global businesses united by a common purpose— TO MAKE A DIFFERENCE IN THE MOMENTS THAT MATTER. We work with our clients to tackle many of society’s most pressing challenges and deliver insights and solutions around the world. Three commitments unite us as we strive to live our purpose: • Succeeding Together — We are in business to expand what’s possible for our clients and each other • Accelerating Impact — We embrace change and create enduring client value • Advancing Good — We strive to serve the greater good

Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2022 Proxy Statement 2

PROXY SUMMARY ^(Continued)

KEY GOVERNANCE POLICIES AND PRACTICES

BOARD OF DIRECTORS	✓	Our newest director, Hafize Gaye Erkan, joined the Board in March 2022
	✓	In accordance with the mandatory retirement provisions in our Governance Guidelines, the Board has determined that Marc Oken, who has served on the Board since 2006, will not stand for re-election at the May 2022 annual meeting
	✓	Our chairman of the Board is an independent director
	✓	All of our directors are elected annually
	✓	Our directors’ areas of expertise are presented in a matrix on page 11
	✓	Our Governance Guidelines articulate the Board’s responsibility, alongside management, for setting the “tone at the top” and overseeing management’s strategy to promote a culture of integrity throughout the Company
KEY DIRECTOR STATISTICS* *Key director statistics are as of May 19, 2022

  We appointed our SIXTH
CONSECUTIVE DIRECTOR
who meets our DIVERSITY
CRITERIA IN 2022.   In the past 10 YEARS, we have
appointed 9 INDEPENDENT
DIRECTORS, 8 OF WHOM meet
our DIVERSITY CRITERIA.     As of our 2022 annual
meeting, we expect MORE THAN 30% OF OUR BOARD TO BE WOMEN

3 Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2022 Proxy Statement

PROXY SUMMARY ^(Continued)

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG)	Consistent with our ESG philosophy, we believe our commitment to sustainability starts at home. Our 2021 ESG Report discloses against aspects of the Task Force on Climate-related Financial Disclosures (TCFD), Sustainability Accounting Standards Board (SASB) and Global Reporting Initiative (GRI) standards, describes the six UN Sustainable Development Goals (UNSDG) we have prioritized and highlights our ESG efforts, including: •  We are a certified CarbonNeutral® company as of September 1, 2021 and recently announced our commitment to chart a path to net-zero across our core operations by 2050, with an emissions reduction target of 50% by 2030 from a baseline of 2019. •  We conduct an annual study to identify discrepancies in pay based on gender globally and race/ethnicity in the U.S. A statistical analysis examines the current base salaries and total compensation of colleagues in comparable roles to determine whether there are differences in pay that cannot be explained by objective factors such as level, performance, location, experience and skills. When unexplained discrepancies in pay are identified in our analysis, adjustments are made. The results of our most recent annual pay equity study, as modified for the adjustments described above, showed a difference of less than 1% between women and men globally and between non-white and white colleagues in the US on both pay and total compensation as of April 1, 2021. •  As of our 2022 annual meeting, we expect more than 30% of our Board to be women.
STOCKHOLDER ENGAGEMENT	✓In each of the past five years, we have engaged with institutional stockholders holding approximately 36% to 45% of our outstanding common stock ✓In 2021, we held meaningful discussions with stockholders covering corporate governance, executive compensation, Board and workforce diversity, climate and other environmental and social topics ✓We incorporated stockholder feedback in evaluating the next set of our climate commitments and how we disclose Board and workforce diversity
STOCKHOLDER RIGHTS	✓Our bylaws provide for proxy access ✓Our bylaws allow holders of at least 20% of the voting power of the Company’s outstanding common stock to call a special meeting ✓Directors must receive a majority of the votes cast to be elected in uncontested elections
COMPENSATION AND EQUITY	✓We have stock ownership guidelines for directors and senior executives ✓We prohibit hedging transactions by directors and colleagues, including senior executives ✓Directors and senior executives are prohibited from pledging Company securities as collateral for a loan or otherwise

Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2022 Proxy Statement 4

PROXY SUMMARY ^(Continued)

KEY EXECUTIVE COMPENSATION POLICIES AND PRACTICES

STOCKHOLDER ALIGNED EXECUTIVE COMPENSATION PROGRAM	•  Our senior executives have a high percentage of variable (“at risk”) pay •  Long-term incentive compensation for our senior executives is delivered in stock options and performance stock unit awards, the value of which depends on stock price appreciation or achievement of specific Company financial objectives and the Company’s relative total stockholder return (“TSR”) versus S&P 500® constituents •  We generally mitigate the potential dilutive effect of equity-based awards through our share repurchase program •  Our Compensation Committee has an independent compensation consultant
COMPENSATION RECOVERY POLICIES	•  We have clawback policies for senior executive annual bonus awards and for equity-based compensation
SEVERANCE AND CHANGE IN CONTROL	•  Severance protections for our senior executives, including our CEO, are at a 1x multiple of base salary and bonus, with a pro-rata bonus for the year of termination. Further, we are required as a matter of policy to obtain stockholder approval for severance agreements with certain senior executives if they provide for cash severance that exceeds 2.99x the executive’s base salary and three-year average annual bonus award •  We provide “double-trigger” vesting of equity-based awards and payment of severance benefits following a change in control of the Company •  We do not provide golden parachute excise tax gross-ups in connection with a change in control of the Company
SAY ON PAY	•  We hold an advisory vote on named executive officer compensation each year •  Stockholder support of the executive compensation program has been consistently strong with an approval rate of 95% in 2021 and 94% in 2020

5 Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2022 Proxy Statement

PROXY SUMMARY ^(Continued)

HIGHLIGHTS OF OUR 2021 PERFORMANCE AND COMPENSATION

FINANCIAL OBJECTIVES	•  In 2021, Marsh McLennan delivered strong performance as we successfully continued to navigate the global health crisis to execute on our long-term financial and strategic objectives •  GAAP EPS increased 56%, and we delivered 24% growth in adjusted EPS*, the highest in over two decades •  We generated $19.8 billion of revenue, an increase of 15% compared with 2020. We achieved 10% growth in underlying revenue •  We grew our adjusted operating income* by 18%, with GAAP operating income increasing by 41%, and expanded adjusted margins for our 14th consecutive year *  Please see Exhibit A for a reconciliation of our non-GAAP financial measures to GAAP financial measures and related disclosures.
CAPITAL MANAGEMENT	•  We increased our quarterly dividend by 15% in the third quarter of 2021. We have increased our dividend every year since 2010, paying total dividends of $1.0 billion in 2021 ($2.00 per share) •  We completed our JLT-related deleveraging •  We repurchased 7.9 million shares for $1.2 billion •  We deployed $1.1 billion for acquisitions as part of positioning our business for the future
POSITIONING OUR BUSINESS FOR THE FUTURE	•  We continued to build out Marsh & McLennan Agency through acquisitions, completing 11 transactions representing approximately $172 million of combined revenue, including the acquisition of PayneWest, one of the largest independent agencies in the U.S. •  We increased our stake in Marsh India from 49% to 92% •  Over the course of 2021, we capitalized on available opportunities to invest in talent, hiring on a net basis more than 6,000 colleagues across our company

Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2022 Proxy Statement 6

PROXY SUMMARY ^(Continued)

HIGHLIGHTS OF OUR 2021 PERFORMANCE AND COMPENSATION

STOCK PERFORMANCE

•  Our 2021 TSR was 50.8% versus 28.7% for the S&P 500® index •  Our five-year annualized TSR of 23.0% outperformed the S&P 500® index TSR by 4.5 percentage points

EXECUTIVE COMPENSATION

•  In February 2022, the Committee assessed management’s performance against our 2021 objectives. The Committee determined bonuses that were above-target for all of our named executive officers commensurate with strong performance with respect to financial and strategic objectives •  We achieved three-year annualized adjusted EPS growth of 11.8% for our 2019 performance stock unit (PSU) awards. This was above our 8% target for the award and resulted in a payout at 195% of target. Despite the impact of the pandemic on our 2020 financial performance, the Compensation Committee did not reset or adjust the 8% target for three-year annualized adjusted EPS growth applicable to any of the then-outstanding PSU awards, including the 2019 awards •  We revised our Senior Executive Stock Ownership Guidelines to exclude the counting of outstanding PSUs, which have a variable payout based on performance, in the calculation of ownership needed to satisfy the guidelines. This change strengthens our guidelines and more closely aligns with market practice

7 Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2022 Proxy Statement

PROXY SUMMARY ^(Continued)

OUR BUSINESS AND STRATEGY TIE TO OUR EXECUTIVE COMPENSATION PROGRAM

As a professional services firm, our business relies on the expertise and capabilities of our colleagues to lead the Company and our various businesses in ways that meet our clients’ needs and, in turn, promote the long-term interests of our stockholders. We have designed our executive compensation program to achieve our business objectives and attract, motivate and retain highly talented individuals.

We continued to evaluate performance in our executive compensation program against the following long-term financial and strategic objectives:

_•  Deliver on financial objectives

_•  Generate top line growth through innovation and organic investments

_•  Make Marsh McLennan a great place to work, including by delivering on our I&D and sustainability initiatives

_•  Focus on strategic priorities, including mergers and acquisitions, technology and innovation

_•  Execute a balanced capital management strategy

_•  Promote a culture of integrity and inclusion

The financial performance measures used in our executive compensation program, which include Company and business net operating income, EPS growth and relative TSR, are defined in “Definitions of Financial Performance Measures” on page 47.

The strength of our financial performance and strategic accomplishments over the past five years is reflected in our TSR. The following graph compares the annual cumulative stockholder return for the five-year period ended December 31, 2021 of Marsh McLennan common stock with the S&P 500® Stock Index, assuming an investment of $100 on December 31, 2016.

COMPARISON OF CUMULATIVE TOTAL STOCKHOLDER RETURN

($100 invested 12/31/16 with dividends reinvested)

Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2022 Proxy Statement 8

TABLE OF CONTENTS

CORPORATE GOVERNANCE	1
Overview	1
Corporate Governance Practices	1
Guidelines for Corporate Governance	2
Stockholder Engagement	3
Risk Oversight	3
Environmental, Social and Governance (ESG) Oversight and Activities	3
Codes of Conduct	4
CEO Succession Planning and Succession Planning for Senior Executives	5
Director Recruitment, Nomination and Succession Planning	5
Director Orientation and Continuing Education	7
Director Independence	7
Review of Related Person Transactions	7
Stockholder Recommendations and Nominations for Director Candidates	8
Director Election Voting Standard	8
Communicating with Directors	9
Communicating Concerns Regarding Accounting Matters	9
BOARD OF DIRECTORS AND COMMITTEES	10
Board Composition, Leadership and Size	10
Director Qualifications	10
Director Skills and Experience	11
Board Diversity	12
Board Refreshment	12
Retirement	12
Attendance	12
Executive Sessions	12
Board and Committee Evaluations	13
Committees	14

ELECTION OF DIRECTORS	18
Item 1: Election of Directors	18
EXECUTIVE COMPENSATION	27
Item  2: Advisory (Nonbinding) Vote to Approve Named Executive Officer Compensation	27
Compensation Discussion and Analysis	28
Compensation Committee Report	53
Compensation of Executive Officers	54
AUDIT	69
Item  3: Ratification of Selection of Independent Registered Public Accounting Firm	69
Fees of Independent Registered Public Accounting Firm	70
Audit Committee Report	70
ADDITIONAL INFORMATION	72
Stock Ownership of Directors, Management and Certain Beneficial Owners	72
Director Compensation	74
Equity Compensation Plan Information	76
CEO Pay Ratio	77
Transactions with Management and Others	78
Information about Our Annual Meeting and Solicitation of Proxies	78
Submission of Stockholder Proposals and Other Items of Business for 2020 Annual Meeting	82
Exhibit A	83
Exhibit B	86

1TOC Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2022 Proxy Statement

CORPORATE GOVERNANCE

We describe key features of the Company’s corporate governance environment below and in the next section of this proxy statement, captioned “Board of Directors and Committees.” Our key corporate governance materials are available online at mmc.com/about/corporate-governance.html.

OVERVIEW

Our Board of Directors currently has fourteen (14) members, including H. Edward Hanway, our Independent Chair, and Daniel S. Glaser, our President and Chief Executive Officer. In accordance with the mandatory retirement provisions in our Governance Guidelines, the Board has determined that Marc Oken will not stand for re-election at the May 2022 annual meeting. Mr. Glaser is the only member of management who serves as a director. As described in more detail under “Board of Directors and Committees,” our Board maintains an Audit Committee, a Compensation Committee, a Directors and Governance Committee, a Finance Committee, an ESG Committee and an Executive Committee.

CORPORATE GOVERNANCE PRACTICES

The Company is committed to best practices in corporate governance. Highlights of our corporate governance practices are described below.

Board Structure

_• Board Independence. All of the Company’s directors are independent, with the exception of our CEO, who is the only member of management serving on the Board.

_• Independent Chair. The Company maintains separate roles of chief executive officer and chair of the Board as a matter of policy. An independent director acts as chairman of the Board.

_• Offer to Resign upon Change in Circumstances. Pursuant to our Governance Guidelines, any director undergoing a significant change in professional circumstances must offer to resign from the Board.

Election of Directors

_• Annual Election of Directors. The Company’s charter provides for the annual election of directors.

_• Majority Voting in Director Elections. The Company’s bylaws provide that, in uncontested elections, director candidates must be elected by a majority of the votes cast. Each director candidate has previously tendered an irrevocable resignation that will be effective upon his or her failure to receive the requisite votes and the Board’s acceptance of such resignation.

Proxy Access

_• Proxy Access. The Company’s bylaws permit a stockholder, or a group of up to 20 stockholders, owning 3% or more of the Company’s outstanding common stock continuously for at least three years to nominate and include in the Company’s proxy materials directors constituting up to the greater of two or 20% of board seats, if the stockholder(s) and the nominee(s) meet the requirements in our bylaws.

Right of Stockholders to Call Special Meetings

_• Stockholder Right to Call Special Meetings. The Company’s bylaws allow holders of record of at least 20% of the voting power of the Company’s outstanding common stock to call a special meeting.

Stockholder Rights Plan

_• No Poison Pill. The Company does not have a stockholder rights plan in place.

Compensation Practices

_• Compensation Structure for Independent Directors. The Company’s director compensation structure is transparent to investors and does not provide for meeting fees or retainers for non-chair committee membership.

_• Cap on Executive Severance Payments. The Company is required as a matter of policy to obtain stockholder approval for severance agreements with certain senior executives if they provide for cash severance that exceeds 2.99x the executive’s base salary and three-year average annual bonus award. Severance protections for our senior executives, including our CEO, are at a 1x multiple of base salary and bonus, as described in “Severance Arrangements” on page 49.

Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2022 Proxy Statement 1

CORPORATE GOVERNANCE ^(Continued)

_• “Double-Trigger” Condition for Vesting of Equity-Based Awards following a Change in Control. Our equity-based awards contain a “double-trigger” vesting provision, which requires both a change in control of the Company and a specified termination of employment in order for vesting to be accelerated.

_• “Clawback” Policies. The Company may as a matter of policy recoup (or “claw back”) certain executive bonuses in the event of misconduct leading to a financial restatement. Also, our 2020 Incentive and Stock Award Plan allows the Company to “claw back” outstanding or already settled equity-based awards.

Equity Ownership and Holding Requirements

_• Senior Executive Equity Ownership and Holding Requirements. The Company requires senior executives to hold shares or stock units of our common stock (excluding performance stock units) with a value equal to a multiple of base salary. The multiple for our Chief Executive Officer is six, and the multiple for our other senior executives is three. Senior executives are required to hold shares of the Company’s common stock acquired in connection with equity-based awards until they reach their ownership multiple and may not sell any shares of the Company’s common stock unless they maintain their ownership multiple. Stock options (whether vested or unvested) are not counted in the ownership calculation.

_• Director Equity Ownership and Holding Requirements. Directors are required to acquire over time, and thereafter hold (directly or indirectly), shares or stock units of our common stock with a value equal to at least 5x the Board’s basic annual retainer (currently, $650,000). Directors may not sell shares of the Company’s common stock until this ownership threshold is attained.

GUIDELINES FOR CORPORATE GOVERNANCE

The Company and the Board of Directors formally express many of our governance policies through our Guidelines for Corporate Governance (our “Governance Guidelines”). The Governance Guidelines are posted on our website at marshmclennan.com/about/corporate-governance.html.

The Governance Guidelines summarize certain policies and practices designed to assist the Board in fulfilling its fiduciary obligations to the Company’s stockholders, including the following (parenthetical references are to the relevant section of the Governance Guidelines):

_• The Board’s responsibility, alongside management, for setting the “tone at the top” and overseeing management’s strategy to promote a culture of integrity throughout the Company. (Section A)

_• Specific Board functions (Section B), such as:

Corporate Focus

_•    reviewing, monitoring and, where appropriate, approving the Company’s strategic and operating plans, fundamental financial objectives and major corporate actions;

_•    assessing major risks facing the Company and reviewing enterprise risk management (“ERM”) programs and processes;

_•    overseeing the integrity of the Company’s financial statements and financial reporting processes;

_•    reviewing processes to maintain the Company’s compliance with legal and ethical standards; and

_•    reviewing and monitoring the effectiveness of the Company’s corporate governance practices.

Management Focus

_•    selecting the CEO and planning for succession;

_•   regularly evaluating the performance of, and determining the compensation paid to, the CEO; and

_•   providing oversight and guidance regarding the selection, evaluation, development, succession and compensation of other senior executives.

_• Succession planning and management development. (Section C)

_• Director qualification standards and director independence. (Sections D.2 and D.3)

_• Limits on directors serving on more than four public company boards. (Section D.5)

2 Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2022 Proxy Statement

CORPORATE GOVERNANCE ^(Continued)

_• Majority voting in director elections. (Section E.3)

_• Resignation and retirement requirements for independent directors. (Section E.5)

_• Separation of chair and CEO roles. (Section F.2)

_• Executive sessions of independent directors at every in-person meeting of the Board. (Section H.3)

_• Annual Board review of the Company’s long-term strategic plan and the strategic plans of the Company’s businesses. (H.4)

_• Board access to management and professional advisors. (Section I)

_• Director stock ownership requirements. (Section K.2)

_• Prohibition on directors’ hedging and pledging Company securities. (Section K.3)

_• Annual Board and committee evaluations. (Section L)

_• Policy on interested stockholder transactions. (Section O)

STOCKHOLDER ENGAGEMENT

We have a longstanding commitment to stockholder engagement. In each of the past five years, we have engaged with institutional stockholders holding approximately 36% to 45% of our outstanding common stock. In 2021, we held meaningful discussions with stockholders covering corporate governance, executive compensation, Board and workforce diversity, climate and other environmental and social topics. Feedback received during the stockholder engagement process is shared with senior executives, the Board and its committees and is considered in making decisions on the issues discussed. For example, we incorporated stockholder feedback in evaluating the next set of our climate commitments and how we disclose Board and workforce diversity in our 2021 ESG Report and this proxy statement. We are committed to ongoing engagement with our stockholders and intend to continue these outreach efforts.

RISK OVERSIGHT

It is the responsibility of the Company’s senior management to assess and manage our exposure to risk and to bring to the Board’s attention the most material risks facing the Company. Our annual enterprise risk management review process consists of a bottom-up review of all risks facing Marsh McLennan, with business risk committees ultimately escalating risks to the Marsh McLennan Risk Committee, and a top-down review of all risks facing the company through Board and Executive Committee risk assessments. The Board oversees risk management directly and through its committees.

Annually, the Board reviews management’s assessment of the Company’s key enterprise risks. Senior management then briefs the Board on its strategy with respect to each risk and provides a mid-year status update and a report at year-end. The Board receives updates from management on specific risks throughout the year, including on human capital management and cybersecurity. Additionally, two of our directors, Ms. Hopkins and Ms. Lute, are cybersecurity experts.

The Audit Committee regularly reviews the Company’s policies and practices with respect to risk assessment and risk management, including cybersecurity risk. For example, in 2021, we launched a new required training on Marsh McLennan’s privacy and security best practices to provide more ongoing cyber education. The Directors and Governance Committee considers risks related to CEO succession planning, and the Compensation Committee considers risks relating to the design of executive compensation programs and arrangements. See the discussion under “Committees” on page 14 for additional information about the Board’s committees.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) OVERSIGHT AND ACTIVITIES

The Board has formally focused on key aspects of the Company’s ESG initiatives since 2008, when it created a Board committee with oversight of these issues. In addition, the Company has a management committee with colleagues across our four global businesses and corporate departments to coordinate and communicate on the Company’s ESG initiatives. Our 2021 ESG Report, Pay Equity Statement, statement on Human Rights and related information are available on our website at marshmclennan.com/about/esg.html. The reports and our website are not deemed part of this proxy statement and are not incorporated by reference.

Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2022 Proxy Statement 3

CORPORATE GOVERNANCE ^(Continued)

The Board oversees the Company’s ESG initiatives and strategies primarily through its committees.

ESG Committee. The ESG Committee oversees and supports the Company’s commitment to social, environmental and other public policy initiatives. It is comprised of members who have been selected based upon their tenure, skills and expertise and includes members from each of the Board’s other committees. The ESG Committee receives reports at least annually on environmental matters from the Chair of the Company’s Management ESG Committee and on inclusion and diversity and social impact matters from the Company’s Chief People Officer. The ESG Committee coordinates with the Directors and Governance Committee and the Compensation Committee on matters of mutual interest relating to corporate governance and inclusion and diversity.

Compensation Committee. The Compensation Committee has responsibility to review certain key human resource strategic activities, including those relating to inclusion and diversity, training and recruitment. The Compensation Committee coordinates with the ESG Committee on inclusion and diversity initiatives and receives annual reports on inclusion and diversity from the Company’s Chief People Officer.

Directors and Governance Committee. The Directors and Governance Committee takes a leadership role in shaping the Company’s corporate governance principles and practices. It receives regular updates on governance practices and developments from the Company’s General Counsel.

Audit Committee. The Audit Committee has responsibility for the Company’s policies, systems and controls designed to promote ethical behavior and compliance with applicable legal and regulatory requirements. It receives regular updates from the Company’s Chief Compliance Officer.

Following each committee meeting, the respective committee chair reports on the meeting to the full Board. See the discussion under “Committees” on page 14 for additional information about the Board’s committees.

Management ESG Committee. An internal committee with members drawn from across the Company’s senior management helps coordinate the Company’s ESG initiatives. The committee is comprised of colleagues from our four global businesses and corporate departments. Members of the committee include the Company’s General Counsel, Deputy General Counsel & Corporate Secretary, the secretaries to the Board’s committees, the ESG Reporting & Sustainability Director, as well as other colleagues who support the Company’s ESG initiatives.

CODES OF CONDUCT

Our reputation is fundamental to our business. The Company’s directors, senior executives and colleagues are expected to act ethically at all times. The Company’s codes of conduct and ethics are posted on the Company’s website at marshmclennan.com and copies are available to any stockholder upon request.

The Greater Good

Our Code of Conduct, The Greater Good, is the cornerstone of our culture of integrity. Available in 13 languages, it underpins our values, ethical commitments and standards of business integrity and professionalism. It provides guidance on myriad topics including anti-corruption, data handling, conflicts of interest, trade sanctions, anti-money laundering and environmental and social responsibility and is aligned around three key pillars: (1) Win With Integrity, (2) You Are Never Alone, and (3) Speak Up.

The Greater Good applies to all of our directors, officers and other colleagues and requires the Company’s agents, subcontractors and suppliers to comply with relevant aspects of our compliance policies. Each year, the Company’s directors and senior executives certify their commitment to The Greater Good.

The Greater Good supports colleagues in making decisions in situations where it may not be clear — or easy. Our colleagues are provided with comprehensive training and communication of The Greater Good, including through our digital hub at integrity.mmc.com. Colleagues can ask questions of our compliance chatbot, consult FAQs and review our video series, Choose Your Path, all in one convenient and easy to remember website. We have also deployed a one-click desktop shortcut on every company computer and mobile device to allow colleagues to seamlessly interact with the Code of Conduct.

4 Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2022 Proxy Statement

CORPORATE GOVERNANCE ^(Continued)

Code of Ethics for the CEO and Senior Financial Officers

The Company has also adopted an additional Code of Ethics for the Chief Executive Officer and Senior Financial Officers, which applies to our chief executive officer, chief financial officer and controller. We will disclose any amendments to, or waivers of, the Code of Ethics for the Chief Executive Officer and Senior Financial Officers on our website at marshmclennan.com within four business days.

CEO SUCCESSION PLANNING AND SUCCESSION PLANNING FOR SENIOR EXECUTIVES

The Board believes that planning for CEO succession is one of its most important responsibilities. CEO succession planning is regularly discussed at Board meetings and in executive sessions. In addition, every year our CEO and Chief People Officer review with the Board potential internal candidates, including their qualifications, experience and development. At least annually, independent directors meet with the CEO to discuss potential successor candidates and their qualifications, experience and preparedness. The Board, taking into account the recommendations of the Directors and Governance Committee, approves and maintains a succession plan for the CEO. A confidential procedure is also maintained for the timely and efficient transfer of the CEO’s responsibilities in the event of an emergency or his sudden incapacitation or departure. In addition, our Governance Guidelines provide that, to the extent that a search firm is retained to identify external candidates for CEO, the Board will instruct the search firm to reflect gender, race, ethnic and cultural diversity in the initial pool of candidates.

The Board also believes that planning for succession below the CEO level is a key responsibility. The CEO periodically reviews with the independent directors the performance of senior executives and their qualifications, experience and development. The Compensation Committee has responsibility for reviewing the Company’s executive talent review process for senior executives. Every year, our Chief People Officer and CEO review with the Compensation Committee succession plans for direct reports to the CEO and other key executive positions.

Directors engage with senior executives and others at Board, committee and preparatory meetings as well as an annual meeting of the Board and the Marsh McLennan Executive Committee. Directors also engage with senior executives and others in less formal settings to allow directors to personally assess potential candidates for CEO and senior executive roles.

DIRECTOR RECRUITMENT, NOMINATION AND SUCCESSION PLANNING

The Board, taking into account the recommendation of the Directors and Governance Committee, is responsible for nominating a slate of director candidates for election at the Company’s annual meeting of stockholders.

Director Recruitment

The Board has delegated to the Directors and Governance Committee the authority to identify, consider and recommend to the Board potential new director candidates. An overview of the Board’s director recruitment process is provided below.

Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2022 Proxy Statement 5

CORPORATE GOVERNANCE ^(Continued)

OVERVIEW OF DIRECTOR RECRUITMENT PROCESS

Evaluate Board Composition	•  The Directors and Governance Committee reviews Board composition at least annually •  The Committee reviews with the Board periodically the skills and characteristics to be sought in director candidates
Identify Diverse Pool of   Candidates	•  The Directors and Governance Committee and the Board seek to reflect gender, racial and ethnic diversity in the pool of director candidates •  Candidates may be recommended by search firms engaged by the Committee, other directors and stockholders •  Our Governance Guidelines provide that, to the extent that a search firm is retained to identify external director candidates, the Board will instruct the search firm to reflect gender, race, ethnic and cultural diversity in the initial pool of candidates
Assess Potential Candidates	•  Potential candidates are evaluated against the “Director Qualifications” on page 10 and the skills and experiences shown in the “Director Skills and Experience” matrix on page 11, as well as for independence and potential conflicts •  Members of the Directors and Governance Committee and other directors meet with potential candidates
Recommend Candidates for   Approval	•  The Directors and Governance Committee recommends candidates to the Board for approval •  Stockholders vote on director nominees at the annual meeting of stockholders

Director Nomination Planning

As part of the process for nominating director candidates, the Board evaluates each individual director in the context of the Board as a whole, with the objective of recommending a group that can best support the success of our business and represent stockholder interests. In deciding whether to nominate an incumbent director for re-election, the Board considers many factors, including the criteria described under “Director Qualifications” on page 10 such as gender, racial and ethnic diversity, as well as his or her length of service and performance on the Board.

Director Succession Planning

The Board is committed to effective succession planning. The Directors and Governance Committee has responsibility to review the composition and structure of the Board as a whole, taking into account such factors as the Board’s current mix and diversity of skills, backgrounds and experiences, and to make recommendations to the Board as appropriate. In its review of Board composition, the Directors and Governance Committee considers succession planning in light of factors such as skills needed and upcoming retirements and other potential departures.

Changes in Directors Since the Last Annual Meeting of Stockholders

Ms. Erkan joined the Board in March 2022. She was identified and recommended to the Directors and Governance Committee by a search firm retained by the Committee. In addition to identifying and providing information on a number of potential director candidates during the process, the search firm reviewed and provided information about Ms. Erkan for review by the Committee and the Board.

Additionally, in accordance with the mandatory retirement provisions in our Governance Guidelines, the Board has determined that Mr. Oken will not stand for re-election at the May 2022 annual meeting.

6 Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2022 Proxy Statement

CORPORATE GOVERNANCE ^(Continued)

DIRECTOR ORIENTATION AND CONTINUING EDUCATION

New directors participate in an orientation program throughout their first year on the Board to familiarize them with the Company’s business, strategy, finances, policies, corporate governance practices and culture. The orientation program includes one-on-one meetings with the Company’s senior executives and comprehensive background materials including our code of conduct, The Greater Good. Directors certify their commitment to The Greater Good when they join the Board and every year thereafter. Orientation sessions with key advisors are provided for incoming Audit and Compensation Committee members. Orientation sessions are also tailored upon request to meet directors’ needs and interests.

Directors are also encouraged to participate in continuing education programs. Continuing education programs may be part of regular Board or committee meetings or third-party presentations. Additionally, the Company pays for directors to have access to third-party resources that provide updates on issues and programs relevant to public companies and their directors.

DIRECTOR INDEPENDENCE

The Board has determined that all directors other than Mr. Glaser are independent under the New York Stock Exchange (“NYSE”) listed company rules and the standards set forth in the Governance Guidelines. Therefore, the Board has satisfied the objective, set forth in the Governance Guidelines, that a substantial majority of the Company’s directors be independent of management.

For a director to be considered independent, the Board must affirmatively determine that the director has no direct or indirect material relationship with the Company. The Board has established standards to assist it in making determinations of director independence. These standards conform to, or are more exacting than, the independence requirements provided in the NYSE listed company rules. The Company’s director independence standards are set forth as Annex A to our Governance Guidelines.

All members of the Audit, Compensation and Directors and Governance Committees must be independent directors under the NYSE listed company rules and the standards set forth in the Company’s Governance Guidelines. Members of the Audit Committee must also satisfy a separate Securities and Exchange Commission (“SEC”) and NYSE independence requirement, which provides that they may not be affiliates and may not accept directly or indirectly any consulting, advisory or other compensatory fee from the Company or any of its subsidiaries, other than compensation received in their capacity as members of the Board or any committee of the Board. The Board evaluated each member of the Audit Committee and determined that they meet the separate SEC and NYSE independence requirement. The Board also evaluated each member of the Compensation Committee under the additional NYSE compensation committee member independence standards and determined that these members qualify as “non-employee directors” (as defined under Rule 16b-3 under the Securities Exchange Act of 1934).

Under our Governance Guidelines, if a director whom the Board has deemed independent has a change in circumstances or relationships that might cause the Board to reconsider that determination, he or she must immediately notify the Independent Chair and the chair of the Directors and Governance Committee.

REVIEW OF RELATED PERSON TRANSACTIONS

The Company maintains a written Policy Regarding Related Person Transactions, which sets forth standards and procedures for the review and approval or ratification of transactions between the Company and related persons. The policy is administered by the Directors and Governance Committee with assistance from the Company’s Corporate Secretary.

Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2022 Proxy Statement 7

CORPORATE GOVERNANCE ^(Continued)

In determining whether to approve or ratify a related person transaction, the Directors and Governance Committee will review the facts and circumstances including: the commercial reasonableness of the transaction; the benefits of the transaction to the Company; the availability of other sources for the products or services involved in the transaction; the materiality and nature of the related person’s direct or indirect interest in the transaction; the potential public perception of the transaction and the potential impact of the transaction on the independence of any of the Company’s directors. The Directors and Governance Committee will approve or ratify a related person transaction only if the Committee determines that the related person transaction is in, or is not inconsistent with, the best interests of the Company and its stockholders.

If the Directors and Governance Committee determines not to approve or ratify a related person transaction, the transaction will not be entered into or continued. No member of the Directors and Governance Committee will participate in any review or determination if the Committee member or any of his or her immediate family members is the related person.

See the discussion under “Transactions with Management and Others” on page 78.

STOCKHOLDER RECOMMENDATIONS AND NOMINATIONS FOR DIRECTOR CANDIDATES

Stockholders may recommend or nominate director candidates in writing to the Company’s Corporate Secretary. All stockholder recommendations for director candidates are considered, and they are evaluated in the same manner as other director candidates. Stockholder nominations for director elections must meet the requirements described in Article III of our bylaws. The notice of nomination also must meet bylaw requirements, including as the procedures and information required. Recommendations and notices of nomination should be delivered to the Company’s Corporate Secretary at our principal executive offices: Marsh McLennan, Attn: Directors and Governance Committee, c/o Connor Kuratek — Corporate Secretary, 1166 Avenue of the Americas, New York, New York 10036-2774. See the discussion under “Submission of Stockholder Proposals and Other Items of Business for 2023 Annual Meeting” on page 82.

DIRECTOR ELECTION VOTING STANDARD

The Company’s bylaws provide that, in an uncontested election of directors, such as this one, where the number of nominees does not exceed the number of directors to be elected, a director nominee must receive more votes cast “for” than “against” his or her election in order to be elected to the Board.

In connection with the Company’s majority voting standard for director elections, the Board has adopted the following procedures, which are set forth more fully in Section E.3 of our Governance Guidelines:

_• The Board shall nominate for election only director candidates who agree to tender to the Board an irrevocable resignation that will be effective upon (i) a director’s failure to receive the required number of votes for re-election at the next meeting of stockholders at which he or she faces re-election and (ii) the Board’s acceptance of such resignation.

_• Following a meeting of stockholders at which an incumbent director who was a nominee for re-election does not receive the required number of votes for election, the Directors and Governance Committee shall make a recommendation to the Board as to whether to accept or reject such director’s resignation. Within 90 days following the certification of the election results, the Board shall decide whether to accept or reject the director’s resignation and shall publicly disclose that decision and its rationale.

_• If the Board accepts a director’s resignation, the Directors and Governance Committee will recommend to the Board whether to fill the resulting vacant Board seat or reduce the size of the Board.

8 Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2022 Proxy Statement

CORPORATE GOVERNANCE ^(Continued)

COMMUNICATING WITH DIRECTORS

Holders of the Company’s common stock and other interested parties may send communications to the Board of Directors, the Independent Chair, any of the directors or the independent directors as a group by mail (addressed to Connor Kuratek — Corporate Secretary, at the address shown below), online at ethicscomplianceline.com or by telephone (local dialing instructions can be found at ethicscomplianceline.com). Items unrelated to the directors’ duties and responsibilities as Board members may be excluded by the Corporate Secretary, including solicitations and advertisements, product-related communications, surveys and job referral materials such as resumes.

COMMUNICATING CONCERNS REGARDING ACCOUNTING MATTERS

The Audit Committee of the Board of Directors has established procedures to enable anyone who has a concern about the Company’s accounting, internal accounting controls or auditing practices to communicate that concern directly to the Audit Committee. These communications, which may be made on a confidential or anonymous basis, may be submitted in writing, by telephone or online as follows:

By mail to:

Marsh McLennan

Audit Committee of the Board of Directors

c/o Connor Kuratek — Corporate Secretary

1166 Avenue of the Americas, Legal Department

New York, New York 10036-2774

By telephone or online:

Go to this website for dialing instructions or to raise a concern online:

ethicscomplianceline.com

Further details of the Company’s procedures for handling complaints and concerns of colleagues and other interested parties regarding accounting matters are posted on our website at marshmclennan.com/about/corporate-governance.html.

Company policy prohibits retaliation against anyone who raises a concern in good faith.

Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2022 Proxy Statement 9

BOARD OF DIRECTORS AND COMMITTEES

BOARD COMPOSITION, LEADERSHIP AND SIZE

At the 2022 annual meeting, stockholders will vote on the election of thirteen (13) directors. H. Edward Hanway currently serves as the Board’s Independent Chair. In accordance with the mandatory retirement provisions in our Governance Guidelines, the Board has determined that Marc Oken will not stand for re-election at the May 2022 annual meeting.

The only member of management who serves on the Board is Daniel S. Glaser, the Company’s President and Chief Executive Officer. The position of chairman of the Board has been held by an independent director since 2005. The Board believes that this currently is the best leadership structure for the Company.

KEY DIRECTOR STATISTICS^*

*Key director statistics are as of May 19, 2022

DIRECTOR QUALIFICATIONS

As provided in our Governance Guidelines, all directors must demonstrate the highest standards of ethics and integrity, must be independent thinkers with strong analytical ability and must be committed to representing all of the Company’s stockholders rather than any particular interest group. In addition to these characteristics, our Governance Guidelines provide that each director candidate be evaluated by the Board against the following criteria: (1) the candidate’s personal and professional reputation and background; (2) the candidate’s knowledge and experience with the company’s businesses and industries; (3) the candidate’s experience with businesses or other organizations comparable to the Company in terms of size or complexity; (4) the interplay of the candidate’s skills and experience with those of the incumbent directors; (5) the extent to which the candidate would provide substantive expertise that is currently sought by the Board or any committees of the Board; (6) the candidate’s ability to commit the time necessary to fulfill a director’s responsibilities; (7) relevant legal and regulatory requirements and evolving best practices in corporate governance; (8) the gender, racial, ethnic and cultural diversity of each potential candidate and (9) any other criteria the Board deems appropriate.

10 Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2022 Proxy Statement

BOARD OF DIRECTORS AND COMMITTEES (Continued)

DIRECTOR SKILLS AND EXPERIENCE

As a global professional services firm offering clients advice and solutions in risk, strategy and people, the eight areas of expertise described in the chart below support our business and strategy. The chart identifies the five principal skills that the Directors and Governance Committee considered for each director when evaluating that director’s experience and qualifications to serve as a director. Additional information about each director’s background, business experience and other matters, as well as a description of how each individual’s experience qualifies him or her to serve as a director of the Company is provided under the heading “Item 1—Election of Directors” beginning on page 18.

Leadership: Business and strategic management experience from service in a significant leadership position, such as a chief executive officer, chief financial officer or other senior leadership role.

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Financial: Background and experience in finance, accounting, banking, capital markets, financial reporting or economics.

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Industry: Experience in the Company’s businesses and industries, including insurance, insurance and reinsurance brokerage, consulting and healthcare.

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International: International background or global experience, including in growth markets.

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Technology: Experience in technology, innovation or cybersecurity, particularly as a senior executive.

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Corporate Governance & ESG: Experience with governance principles or ESG initiatives, including sustainability and inclusion and diversity.

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Government Relations & Regulatory: Experience with government relations, regulatory matters or regulated industries and political affairs.

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Risk Management: Experience in risk management, strategic planning or compliance.

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Diversity: Gender, racial, ethnic or cultural diversity.

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Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2022 Proxy Statement 11

BOARD OF DIRECTORS AND COMMITTEES (Continued)

BOARD DIVERSITY

We are committed to maintaining a diverse and inclusive Board. We appointed our sixth consecutive director who meets our diversity criteria to our Board in 2022. In the past ten years, we have appointed nine independent directors, eight of whom meet our diversity criteria.

Of the 13 directors standing for election, three are men who are racially or ethnically diverse and four are women. Daniel S. Glaser, the Company’s President and Chief Executive Officer, is a member of the 30% Club, a global campaign to increase gender diversity at board and senior management levels. As of our 2022 annual meeting, we expect more than 30% of our Board to be women.

Our Governance Guidelines specify that the gender, racial, ethnic and cultural diversity of each potential director candidate be considered by the Board. In its recruitment process, the Directors and Governance Committee and the Board seek to reflect gender, race, ethnic and cultural diversity in the pool of director candidates. Further, our Governance Guidelines provide that, to the extent that a search firm is retained to identify external candidates for Board membership, the Board will instruct the search firm to reflect gender, race, ethnic and cultural diversity in the initial pool of candidates. The Directors and Governance Committee and the Board also consider gender, race, ethnic and cultural diversity in the director nomination process.

BOARD REFRESHMENT

The Board is committed to effective succession planning and refreshment. Five directors have joined since 2016, with our newest director joining in 2022, enhancing the Board’s breadth and depth of experience and diversity. The average tenure of our directors is ten years. In deciding whether to nominate an incumbent director for re-election, the Board considers many factors, including tenure and an assessment of independence. The Board believes that term limits might arbitrarily deprive the Board of the contributions of directors who have valuable insight, developed over time, into the Company and its industries. The Board believes that a mix of director tenures provides fresh viewpoints, institutional knowledge and historical perspective.

RETIREMENT

Our Governance Guidelines require our independent directors not to stand for re-nomination at the annual meeting of stockholders following their 75th birthday. Any director who is an employee of the Company will resign from the Board when his or her employment ends.

ATTENDANCE

The Board held twelve meetings during 2021. The average attendance by directors at meetings of the Board and its committees held during 2021 was approximately 97%. All directors attended at least 75% of the meetings of the Board and committees on which they served. The Board’s policy is to have all directors attend the annual meetings of stockholders. All directors attended the 2021 annual meeting of stockholders.

EXECUTIVE SESSIONS

Our independent directors meet in executive session without management at regularly scheduled multi-day Board meetings. In 2021 they held six executive sessions, which were presided over by the Independent Chair. In addition, the members of the Audit, Compensation and Directors and Governance Committees meet in executive session without management at regularly scheduled committee meetings.

12 Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2022 Proxy Statement

BOARD OF DIRECTORS AND COMMITTEES (Continued)

BOARD AND COMMITTEE EVALUATIONS

Our Governance Guidelines provide that the Directors and Governance Committee oversees an annual evaluation of the Board’s performance and effectiveness. In addition, the charters for the Audit, Compensation, Directors and Governance, Finance and ESG Committees provide that each committee evaluates its own performance annually.

Board Evaluations

The annual evaluation of the Board focuses on its contribution to the Company over the preceding year, including areas in which the Board or management believes the Board could enhance its future contributions. More generally, directors are encouraged to make suggestions at any time for improving the Board’s practices.

An overview of the Board self-evaluation process is provided below.

OVERVIEW OF BOARD SELF-EVALUATION PROCESS
Determine Form and     Content of Self-Evaluation	• The Directors and Governance Committee determines the form and content of the evaluation each year, taking into account director and stockholder feedback and best practices. • The Directors and Governance Committee has considered engaging a third party for the evaluation. • In 2021, the Committee determined to add individual director interviews to the self-evaluation process for 2021.
Individual Director Interviews	• Individual interviews with each independent director were conducted by the Independent Chair and the Chair of the Directors & Governance Committee. Topics included director skills, board practices and committee rotation.
Discuss in Executive Session	• The self-evaluation takes place in executive session using a compilation of unattributed responses, which is provided to directors in advance of the meeting.
Respond to Feedback	• Based on director feedback, changes are considered and, as appropriate, implemented.

For the evaluation of 2021, the Directors and Governance Committee considered the form of the evaluation and determined to use a questionnaire soliciting qualitative commentary and quantitative ratings from each director and add individual director interviews to the self-evaluation process.

The questionnaire begins with open-ended discussion questions and also solicits the directors’ views on topics such as:

  _• the Board’s key priorities   _• the Board’s knowledge base   _• fulfillment of the Board’s and committees’ responsibilities     _• the Board’s interaction with management   _• the Board’s structure, composition
and committees   _• Board meetings and related processes

Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2022 Proxy Statement 13

BOARD OF DIRECTORS AND COMMITTEES (Continued)

Recent changes to the questionnaire include adding discussion questions about the Company’s investment in ESG and the principles of stakeholder capitalism. Changes made in response to director feedback from the Board evaluation have included changing committee assignments.

Committee Evaluations

The Audit, Compensation, Directors and Governance, Finance and ESG Committees evaluate their own performance annually pursuant to their respective charters. Material is provided in advance to assist the committee with assessing its performance of its responsibilities under its charter and our Governance Guidelines. These materials include questions for discussion, summaries of the committee’s activities and responsibilities and feedback from the Board self-evaluation regarding the committee. Committee self-evaluations are conducted in executive session.

COMMITTEES

Our Board maintains an Audit Committee, a Compensation Committee, a Directors and Governance Committee, a Finance Committee, an ESG Committee and an Executive Committee to assist the Board in discharging its responsibilities. Following each committee meeting, the respective committee chair reports the highlights of the meeting to the full Board.

Membership on each of the Audit, Compensation and Directors and Governance Committees is limited to independent directors as required by the Company, the listing standards of the NYSE and the SEC’s independence rules. The ESG and Finance Committees must consist of a majority of independent directors as required by the Company. Each of these committees is governed by a charter, which is available on our website at marshmclennan.com/about/corporate-governance.html.

The table below shows current committee assignments and the number of times each committee met in 2021:

Director	Audit	Compensation	Directors      and      Governance	Finance	ESG	Executive
Anthony K. Anderson	X				X
Hafize Gaye Erkan	X		X
Oscar Fanjul		X		X(chair)		X
Daniel S. Glaser				X		X
H. Edward Hanway		X	X	X		X(chair)
Deborah C. Hopkins		X	X	X
Tamara Ingram	X				X
Jane H. Lute	X				X
Steven A. Mills		X(chair)	X			X
Bruce P. Nolop	X(chair)			X		X
Marc D. Oken (1)				X	X
Morton O. Schapiro		X	X(chair)		X	X
Lloyd M. Yates	X				X(chair)
R. David Yost		X	X	X
2021 Meetings	11	7	5	5	5	0

⁽¹⁾ In accordance with the mandatory retirement provisions in our Governance Guidelines, the Board has determined that Mr. Oken will not stand for re-election at the May 2022 annual meeting.

14 Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2022 Proxy Statement

BOARD OF DIRECTORS AND COMMITTEES (Continued)

Audit Committee

The Audit Committee is charged, among other things, with assisting the Board in fulfilling its oversight responsibilities with respect to:

_• the integrity of the Company’s financial statements;

_• the qualifications, independence and performance of our independent registered public accounting firm;

_• the performance of the Company’s internal audit function;

_• the Company’s policies and implementation of systems and controls designed to promote ethical behavior;

_• compliance by the Company with legal and regulatory requirements; and

_• the Company’s enterprise risk management programs and processes, including cyber risk.

The Audit Committee selects, oversees and approves, pursuant to a pre-approval policy, all services to be performed by our independent registered public accounting firm. The Company’s independent registered public accounting firm reports to the Audit Committee.

All members of the Audit Committee are “financially literate,” as required by the NYSE and determined by the Board. The Board has determined that Anthony K. Anderson, Bruce P. Nolop and Lloyd M. Yates have the requisite qualifications to satisfy the SEC definition of “audit committee financial expert.” Additionally, Jane H. Lute serves on the Audit Committee and is a cybersecurity expert.

Compensation Committee

The primary responsibilities of the Compensation Committee are to:

_• evaluate the performance and determine the compensation of our chief executive officer;

_• review and approve the compensation of our other senior executives;

_• review certain key human resource strategic activities, including those relating to talent management, succession planning, inclusion and diversity, training and recruitment; and

_• oversee and discharge its responsibilities for the Company’s incentive compensation plans for our senior executives and equity-based award plans.

Meeting Schedule. The Compensation Committee met seven times in 2021, including a special meeting in February to complete its annual review of, and make decisions on, executive compensation. Decisions relating to significant matters are usually presented to the Compensation Committee and discussed at more than one meeting to allow for full consideration of the implications and possible alternatives before a final decision is made. The Compensation Committee receives support from its independent compensation consultant and the Company’s management, including the Company’s human resources staff, as described below. At each of its meetings, the Compensation Committee meets in executive session and without management present. The independent compensation consultant attends portions of the executive sessions.

The Compensation Committee may delegate all or a portion of its duties and responsibilities to the chair of the Compensation Committee or a subcommittee of the Compensation Committee. If necessary, the chair is authorized to take action on behalf of the Compensation Committee between its regularly scheduled meetings, within prescribed guidelines. If any such action is taken, the chair reports such action to the Compensation Committee at its next regularly scheduled meeting.

The Compensation Committee reports its discussions on a regular basis and, where appropriate, reviews its actions, including executive compensation determinations, with the full Board.

Independent Compensation Consultant. The Compensation Committee has engaged Pay Governance LLC as its independent compensation consultant to support the Compensation Committee in performing its duties and to provide analysis and make recommendations to the Compensation Committee regarding our executive

Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2022 Proxy Statement 15

BOARD OF DIRECTORS AND COMMITTEES (Continued)

compensation program. The independent compensation consultant reports directly to the Compensation Committee and provides advice and analysis solely to the Compensation Committee. The independent compensation consultant supports the Compensation Committee by:

_• participating in meetings and executive sessions of the Compensation Committee to advise the Compensation Committee on specific matters that arise;

_• offering objective advice regarding the compensation and policy recommendations presented to the Compensation Committee by the Company’s management, including senior members of the Company’s human resources colleagues; and

_• providing data regarding the compensation practices of comparable companies.

The Compensation Committee requested and received advice from the independent compensation consultant with respect to all significant matters addressed by the Compensation Committee during 2021. Except for the services provided to the Board, neither the individual compensation consultant nor Pay Governance LLC nor any of its affiliates provided any services to the Company or its affiliates in 2021.

The Compensation Committee assessed the work of Pay Governance LLC during 2021 pursuant to SEC rules and the listing standards of the NYSE and concluded that Pay Governance’s work did not raise any conflict of interest.

Company Management. The Company’s management, including the Company’s human resources colleagues, supports the Compensation Committee by:

_• developing meeting agendas in consultation with the chair of the Compensation Committee and preparing background materials for Compensation Committee meetings;

_• making recommendations to the Compensation Committee on the Company’s compensation philosophy, governance initiatives and short-term and long-term incentive (“LTI”) compensation design, and by providing input regarding the individual performance component of annual bonus awards; and

_• responding to actions and initiatives proposed by the Compensation Committee.

In addition, our President and Chief Executive Officer provides recommendations with respect to the compensation of our other senior executives.

Our President and Chief Executive Officer, senior members of the Company’s human resources staff and internal legal counsel attended Compensation Committee meetings when invited but were not present for executive sessions or for any discussion of their own compensation.

Timing and Procedures of Equity-Based Compensation Awards. Annual equity-based awards under our LTI compensation program are approved at a prescheduled meeting of the Compensation Committee each February and, consistent with our historical practice, are granted on that same date.

In addition, the Compensation Committee periodically grants restricted stock unit awards to newly hired senior executives and to continuing senior executives for increased responsibilities that accompany changes in position and for retention purposes. These awards are approved at prescheduled meetings of the Compensation Committee. The Compensation Committee has also authorized our President and Chief Executive Officer to make such awards to individuals who are not senior executives, subject to prescribed parameters. These awards are granted on the first calendar day of the month following approval of the award by the Compensation Committee or our President and Chief Executive Officer, as applicable. In the event that an award is approved prior to an individual’s start date with the Company, the award will be granted on the first calendar day of the first month on or following the individual’s start date; however, if an award is approved contingent on the award recipient providing documentation supporting the forfeiture of compensation from a former employer and that documentation has not been provided as of the individual’s start date, the award will be granted on the first calendar day of the month following the provision of such documentation and acceptance by the Company.

16 Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2022 Proxy Statement

BOARD OF DIRECTORS AND COMMITTEES (Continued)

Typically, equity-based awards are denominated as a dollar value and then converted into a number of performance stock units, restricted stock units or stock options. The number of performance stock units or restricted stock units is determined based on the fair market value of the Company’s common stock, which is defined as the average of the high and low trading prices of the Company’s common stock on the trading day immediately preceding the grant date. The number of stock options is determined based on the grant date fair value of a stock option to purchase a share of the Company’s common stock. The grant date fair value of stock options and performance stock units is determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation (“FASB ASC Topic 718”). Stock options have an exercise price equal to the average of the high and low trading prices of the Company’s common stock on the trading day immediately preceding the grant date. We believe that our equity-based compensation grant procedures effectively protect against the manipulation of grant timing for employee gain.

The Company’s human resources staff regularly monitors, and updates the Compensation Committee on, the use of shares of the Company’s common stock for equity-based awards and the number of shares available for future awards under our equity-based compensation plans. As part of the process of granting annual LTI compensation, the Compensation Committee considers share use and equity run rate (a measure of the potential dilutive impact of the Company’s equity award program, defined as the number of shares underlying awards granted plus the number of shares underlying awards assumed upon acquisition (if any), divided by weighted average common shares outstanding) so that annual LTI awards, and the extent to which shares of the Company’s common stock are used for those awards, are maintained at a reasonable level.

Directors and Governance Committee

The Directors and Governance Committee’s duties and responsibilities include, among other things:

_• assisting the Board by identifying, considering and recommending, consistent with criteria approved by the Board, qualified candidates for election as directors, including the slate of directors to be nominated by the Board for election at the Company’s annual meeting of stockholders;

_• recommending Board committee assignments;

_• overseeing the development and implementation of succession planning for the Company’s chief executive officer; and

_• developing and recommending to the Board the Company’s Governance Guidelines, including taking a leadership role in shaping the Company’s corporate governance.

Finance Committee

The Finance Committee reviews and makes recommendations to the Board concerning, among other matters, the Company’s capital structure, capital management and methods of corporate finance (including proposed issuances of securities or other financing transactions) and proposed acquisitions, divestitures or other strategic transactions.

ESG Committee

The ESG Committee’s purpose is to oversee and support the Company’s commitment to social, environmental and other public policy initiatives. The ESG Committee receives at least annual updates on sustainability, environmental matters, including climate risk, social impact and inclusion and diversity topics, including pay equity, and reports to the Board on a regular basis. The ESG Committee also receives a comprehensive report and briefing on Government Relations activities, including lobbying and advocacy, at least annually.

Executive Committee

The Executive Committee is empowered to act for the full Board during the intervals between Board meetings, except with respect to matters that, under Delaware law or the Company’s bylaws, may not be delegated to a committee of the Board. The Executive Committee meets as necessary, with all actions taken by the Committee reported at the next Board meeting.

Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2022 Proxy Statement 17

ELECTION OF DIRECTORS

ITEM 1:

ELECTION OF DIRECTORS

At the 2022 annual meeting, stockholders will vote on the election of the thirteen (13) nominees listed on the following page for a one-year term. As described under “Director Recruitment, Nomination and Succession Planning” on page 5, Ms. Erkan joined the Board in March 2022 and appears on the ballot for the first time. In accordance with the mandatory retirement provisions in our Governance Guidelines, the Board has determined that Mr. Oken will not stand for re-election at the May 2022 annual meeting.

The Board has nominated each of these individuals to serve until the 2023 annual meeting. Each nominee has indicated that he or she will serve if elected. We do not anticipate that any of the nominees will be unable or unwilling to stand for election, but if that happens, your proxy may be voted for another person nominated by the Board or the Board may reduce its size. Each director holds office until his or her successor has been duly elected and qualified or his or her earlier resignation, death or removal.

In nominating the following slate of director candidates for election at the Company’s annual meeting of stockholders, the Board has evaluated each nominee by reference to the criteria described above on pages 10 and 11 under the headings “Director Qualifications” and “Director Skills and Experience.” In addition, the Board evaluates each individual director in the context of the Board as a whole, with the objective of recommending a group that can best support the success of our businesses and represent stockholder interests.

The following section contains information provided by the nominees about their principal occupations, business experience and other matters, including their current committee assignments, as well as a description of how each individual’s experience qualifies him or her to serve as a director of the Company.

THE BOARD OF DIRECTORS RECOMMEND THAT YOU VOTE
FOR ALL OF THE DIRECTOR NOMINEES.

18 Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2022 Proxy Statement

ELECTION OF DIRECTORS ^(Continued)

Name / Age	Director Since		Background	Independent		Other Public Company Boards		Committees
Anthony K. Anderson, 66		2016	Former Vice Chair and Midwest Area Managing Partner of Ernst & Young LLP		Yes		3	Audit ESG
Hafize Gaye Erkan, 42		2022	Former President and co-CEO, First Republic Bank		Yes		—	Audit Directors and Governance
Oscar Fanjul, 72		2001	Vice Chairman of Omega Capital, Founding Chairman and Former Chief Executive Officer of Repsol		Yes		1	Compensation Executive Finance (Chair)
Daniel S. Glaser, 61		2013	President and Chief Executive Officer of Marsh McLennan		No		—	Executive Finance
H. Edward Hanway, 70		2010	Former Chairman and Chief Executive Officer of CIGNA Corporation		Yes		—	Compensation Directors and Governance Executive (Chair) Finance
Deborah C. Hopkins, 67		2017	Former Chief Executive Officer of Citi Ventures, Former Chief Innovation Officer of Citigroup		Yes		3	Compensation Directors and Governance Finance
Tamara Ingram, 61		2019	Former Global Chairman, Wunderman Thompson		Yes		2	Audit                  ESG
Jane H. Lute, 65		2020	Strategic Director, SICPA North America		Yes		2	Audit                  ESG
Steven A. Mills, 70		2011	Former Executive Vice President of Software & Systems of International Business Machines Corporation (IBM)		Yes		—	Compensation (Chair) Directors and Governance Executive
Bruce P. Nolop, 71		2008	Former Executive Vice President and Chief Financial Officer of E*Trade Financial Corporation		Yes		1	Audit (Chair) Executive Finance
Morton O. Schapiro, 68		2002	President and Professor of Economics, Northwestern University		Yes		—	Compensation Directors and Governance (Chair) ESG Executive
Lloyd M. Yates, 61		2011	President and Chief Executive Officer of NiSource Inc.		Yes		1	Audit ESG (Chair)
R. David Yost, 74		2012	Former President and Chief Executive Officer of AmerisourceBergen		Yes		2	Compensation Directors and Governance Finance

Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2022 Proxy Statement 19

ELECTION OF DIRECTORS ^(Continued)

		ANTHONY K. ANDERSON Director since: 2016 Age: 66 Other Public Company Boards: AAR Corp. Avery Dennison Corporation Exelon Corporation	Committees: Audit ESG Key Skills and Experience: Leadership Financial Industry Corporate Governance & ESG Risk Management
Business Experience Mr. Anderson served as Vice Chair and Midwest Area Managing Partner of Ernst & Young LLP from 2006 until his retirement in April 2012. He joined Ernst & Young in 1977 and held various management positions during his 35-year career there. Mr. Anderson served on the Board of the Federal Reserve Bank of Chicago from 2008 to 2010. He is a member of the American, California and Illinois Institutes of Certified Public Accountants. Mr. Anderson is also a director of AAR Corp., Avery Dennison Corporation and Exelon Corporation. He is a former director of First American Financial Corporation. Qualifications We believe Mr. Anderson’s qualifications to serve on our Board of Directors include his significant experience as an audit partner serving insurance and insurance brokerage entities and his leadership and management experience with a global professional services organization.

		HAFIZE GAYE ERKAN Director since: 2022 Age: 42 Other Public Company Boards: N/A Past five years: First Republic Bank and Tiffany & Co.	Committees: Audit Directors and Governance Key Skills and Experience: Leadership Financial Technology Government Relations & Regulatory Risk Management
Business Experience Prior to 2022, Ms. Erkan served as Co-CEO of First Republic Bank, a publicly traded commercial bank and trust company. She also served as President of First Republic from 2017 to 2021 and was a member of the company’s board of directors from 2019 to 2021. She joined First Republic as Senior Vice President, Chief Investment Officer and Co-Chief Risk Officer in 2014. Prior to First Republic, Ms. Erkan spent a decade at Goldman Sachs, ultimately serving as Managing Director and Head of Financial Institutions Group Analytics and Strategies. In that role, she worked closely with boards of directors and senior management teams of financial institutions, insurers, asset managers and banks. She serves on the board of directors for the Partnership for New York City and the Advisory Council for the Princeton University Department of Operations Research and Financial Engineering and is a former director of First Republic Bank and Tiffany & Co. Ms. Erkan holds a B.Sc. from Bogazici University (Turkey) and a Ph.D. from Princeton University. Qualifications We believe Ms. Erkan’s qualifications to serve on our Board of Directors include her leadership experience and extensive experience in finance, investments and risk management, as well as her experience on serving as a director on other public company boards.

20 Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2022 Proxy Statement

ELECTION OF DIRECTORS ^(Continued)

		OSCAR FANJUL Director since: 2001 Age: 72 Other Public Company Boards: Ferrovial Past five years: The Holcim Group	Committees: Compensation Executive Finance (Chair) Key Skills and Experience: Leadership Financial International Corporate Governance & ESG Government Relations & Regulatory
Business Experience Mr. Fanjul is Vice Chairman of Omega Capital, a private investment firm based in Spain. Mr. Fanjul is the Founding Chairman and former Chief Executive Officer of Repsol. Mr. Fanjul is a director of Ferrovial. Mr. Fanjul is the former Vice Chairman of the Board of The Holcim Group (formerly LafargeHolcim) and a former director of Unilever, the London Stock Exchange, Areva, Acerinox and Deoleo. He is a dual Spanish and Chilean national and has a Ph.D. in Economics. Qualifications We believe Mr. Fanjul’s qualifications to serve on our Board of Directors and chair our Finance Committee include his extensive experience in international markets with global companies, his understanding of global business practices and his perspective from being based outside the U.S.

		DANIEL S. GLASER Director since: 2013 Age: 61 Other Public Company Boards: N/A	Committees: Executive Finance Key Skills and Experience: Leadership Financial Industry International Government Relations & Regulatory
Business Experience Mr. Glaser is President and Chief Executive Officer of Marsh McLennan. Prior to starting his current role in January 2013, Mr. Glaser served as Group President and Chief Operating Officer of the Company. He rejoined Marsh McLennan in December 2007 as Chairman and Chief Executive Officer of Marsh, returning to the firm where he had begun his career right out of university in 1982. Mr. Glaser is an insurance industry veteran who has held senior positions in commercial insurance and insurance brokerage, working in the United States, Europe and the Middle East. Mr. Glaser serves as the Chairman of the U.S. Federal Advisory Committee on Insurance (FACI). He is a member of the Board of Trustees for The Institutes and the Board of Directors for the Partnership for New York City. He is also the Co-Chair of the International Advisory Board for BritishAmerican Business. Qualifications As the only member of the Company’s management team on the Board, Mr. Glaser’s presence on the Board provides directors with direct access to the Company’s chief executive officer and helps facilitate director contact with other members of the Company’s senior management.

Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2022 Proxy Statement 21

ELECTION OF DIRECTORS ^(Continued)

		H. EDWARD HANWAY Director since: 2010 Age: 70 Other Public Company Boards: N/A	Committees: Compensation Directors and Governance Executive (Chair) Finance Key Skills and Experience: Leadership Financial Industry International Government Relations & Regulatory
Business Experience Mr. Hanway served as Chairman and Chief Executive Officer of CIGNA Corporation from 2000 until his retirement in 2009. From 1999 to 2000, he served as President and Chief Operating Officer of CIGNA. From 1996 to 1999, he was President of CIGNA HealthCare and from 1989 to 1996 was President of CIGNA International. Mr. Hanway is a former member of the Board of Directors of America’s Health Insurance Plans (AHIP). He is also a past Chairman of the Council on Affordable Quality Healthcare (CAQH) and has been active in a wide range of issues and initiatives associated with children’s health and education. He serves on the Board of Trustees of the Delaware County Community Foundation and is Chairman of the Drexel Neumann Academy and Faith in the Future Foundation, an organization committed to growth of Catholic education in the Archdiocese of Philadelphia. Qualifications We believe Mr. Hanway’s qualifications to chair our Board of Directors include his years of executive experience in the insurance industry, together with his background in the health and benefits sector, which provide our Board with insight into important areas in which the Company conducts business.

		DEBORAH C. HOPKINS Director since: 2017 Age: 67 Other Public Company Boards: Union Pacific Corporation Bridge Investment Group Compass Digital Past five years: Virtusa Corporation	Committees: Compensation Directors and Governance Finance Key Skills and Experience: Leadership Financial Technology Corporate Governance & ESG Risk Management
Business Experience Ms. Hopkins was the founder and Chief Executive Officer of Citi Ventures and served as Citigroup’s first Chief Innovation Officer. Previously at Citi she was Chief Operations and Technology officer of the company, chief information security officer of the company and Senior Advisor to the Corporate and Investment Bank. She retired at the end of 2016. Prior to joining Citigroup in 2003 as Head of Corporate Strategy and M&A, she was Chief Financial Officer of Lucent Technologies and The Boeing Company and held senior-level positions at General Motors in the U.S. and Zurich and at Unisys Corporation, after starting her career at Ford. Ms. Hopkins was twice named to Fortune’s 10 most powerful women in business and was on Institutional Investor’s Top 50 list every year from 2011 until she retired. Ms. Hopkins is Vice Chair of the Board of St. John’s Health located in Jackson, Wyoming. She is a director of Union Pacific Corporation and privately-held cybersecurity company, Deep Instinct. Ms. Hopkins is a former director of Virtusa Corporation, Qlik Technologies, E.I. DuPont de Nemours & Company and Dendrite International. Ms. Hopkins holds honorary doctorate degrees from Westminster College and Walsh College and a B.A. in Accounting from Walsh College. Qualifications We believe Ms. Hopkins’s qualifications to serve on our Board of Directors include her significant leadership positions in finance, technology and innovation at various multinational companies.

22 Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2022 Proxy Statement

ELECTION OF DIRECTORS ^(Continued)

		TAMARA INGRAM Director since: 2019 Age: 61 Other Public Company Boards: Intertek plc Marks & Spencer plc Past five years: Serco Group plc	Committees: Audit ESG Key Skills and Experience: Leadership International Technology Corporate Governance & ESG Government Relations & Regulatory
Business Experience Ms. Ingram was the Global Chairman of Wunderman Thompson, an international global advertising agency until the end of 2020. Ms. Ingram held previous roles at WPP plc, a media conglomerate, including Global Chief Executive Officer of J. Walter Thompson, Grey UK’s Group Chief Executive Officer, Global Leader on their Procter & Gamble account, as well as roles at WPP’s wholly owned data investment division, Kantar. Prior to joining WPP plc, Ms. Ingram was Chief Executive Officer of McCann Worldgroup in London and Chief Executive Officer of Saatchi & Saatchi’s London office. Ms. Ingram previously served as a non-executive director of London Stock Exchange-listed companies Sage Group plc and Serco Group plc. She is a Trustee of Save the Children International (UK) and was awarded an OBE (Officer of the Most Excellent Order of the British Empire) for her services to tourism through her work as Chairman of Visit London. Ms. Ingram serves on the Board of Directors of Intertek plc and Marks & Spencer plc, a British multi-national retailer. Qualifications We believe Ms. Ingram’s qualifications to serve on our Board of Directors include her significant leadership experience in leading client-focused, global businesses, particularly internationally, and her corporate governance experience from other board service.

		JANE H. LUTE Director since: 2020 Age: 65 Other Public Company Boards: Union Pacific Corporation     Royal Dutch Shell plc Past five years: Atlas Air Worldwide	Committees: Audit ESG Key Skills and Experience: Leadership International Technology Government Relations & Regulatory Risk Management
Business Experience Ms. Lute is the Strategic Director of SICPA North America, a company that specializes in providing material and digital integrity solutions to authenticate the provenance and protect the value of products, processes, and documents. Ms. Lute previously served as the President and CEO of SICPA North America and also serves as Special Advisor to the Secretary-General of the United Nations, where she has held several positions in peacekeeping and peace building. Previously, Ms. Lute served as United States Deputy Secretary of Homeland Security from 2009-2013. She also served as Chief Executive Officer of the Center for Internet Security, an operating not-for-profit organization providing cybersecurity services for state, local, tribal and territorial governments. She began her distinguished career in the United States Army and served on the National Security Council staff under both Presidents George H.W. Bush and William Jefferson Clinton. Ms. Lute holds a Ph.D. in political science from Stanford University and a J.D. from Georgetown University. Ms. Lute serves on the Board of Directors of Union Pacific Corporation and Royal Dutch Shell plc and previously served as a director of Atlas Air Worldwide. Qualifications We believe Ms. Lute’s qualifications to serve on our Board of Directors include her broad expertise in cybersecurity, vast international experience and her experience managing large, complex organizations.

Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2022 Proxy Statement 23

ELECTION OF DIRECTORS ^(Continued)

		STEVEN A. MILLS Director since: 2011 Age: 70 Other Public Company Boards: N/A	Committees: Compensation (Chair) Directors and Governance Executive Key Skills and Experience: Leadership Financial Industry International Technology
Business Experience Mr. Mills was a senior executive at International Business Machines Corporation (IBM) before his retirement at the end of December 2015. Mr. Mills joined IBM in 1973 and during the course of his 40-plus-year career held various executive leadership positions across the Company. At the time of his retirement, Mr. Mills was the Executive Vice President of Software & Systems, with responsibility for directing IBM’s $40 billion product business, which included over 100,000 employees spanning development, manufacturing, sales, marketing and support professions. Qualifications We believe Mr. Mills’ qualifications to serve on our Board of Directors and chair our Compensation Committee include his executive leadership and management experience, his technology expertise, his extensive international experience at IBM and his overall knowledge of global markets.

		BRUCE P. NOLOP Director since: 2008 Age: 71 Other Public Company Boards: TEGNA Inc. Past five years: On Deck Capital, Inc.	Committees: Audit (Chair) Executive Finance Key Skills and Experience: Leadership Financial Corporate Governance & ESG Government Relations & Regulatory Risk Management
Business Experience Mr. Nolop retired in 2011 from E*TRADE Financial Corporation, where he served as Executive Vice President and Chief Financial Officer from September 2008 through 2010. Previously he was Executive Vice President and Chief Financial Officer of Pitney Bowes Inc. from 2000 to 2008 and Managing Director of Wasserstein Perella from 1993 to 2000. Prior thereto he held positions with Goldman, Sachs & Co., Kimberly-Clark Corporation and Morgan Stanley & Co. Mr. Nolop serves on the Board of Directors of TEGNA Inc. (formerly Gannett Co., Inc.) and is a former director of On Deck Capital, Inc. and privately-held CLS Group Holdings AG. Qualifications We believe Mr. Nolop’s qualifications to serve on our Board of Directors and chair our Audit Committee include his experience in financial accounting and corporate finance and his familiarity with internal financial controls and strategic transactions acquired through executive-level finance positions held in public companies and 18 years’ experience as an investment banker.

24 Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2022 Proxy Statement

ELECTION OF DIRECTORS ^(Continued)

		MORTON O. SCHAPIRO Director since: 2002 Age: 68 Other Public Company Boards: N/A	Committees: Compensation Directors and Governance (Chair) ESG Executive Key Skills and Experience: Leadership Financial International Corporate Governance & ESG Risk Management
Business Experience Mr. Schapiro has been President and Professor of Economics at Northwestern University since 2009. Prior to that, he was President and Professor at Williams College from 2000. Previous positions include Dean of the College of Letters, Arts and Sciences of the University of Southern California from 1994 to 2000, the University’s Vice President for planning from 1999 to 2000 and Chair of its Department of Economics from 1991 to 1994. Mr. Schapiro is among the nation’s leading authorities on the economics of higher education and has expertise in labor and development economics. Qualifications We believe Mr. Schapiro’s qualifications to serve on our Board of Directors and chair our Directors and Governance Committee include his executive leadership and management with large and complex educational institutions, which provides the Board with a diverse perspective, as well as his more than 30 years of experience as a professor of economics.

		LLOYD M. YATES Director since: 2011 Age: 61 Other Public Company Boards: NiSource Inc. Past five years: American Water Works Company and Sonoco Products Company	Committees: Audit ESG (Chair) Key Skills and Experience: Leadership Financial Technology Government Relations & Regulatory Risk Management
Business Experience Mr. Yates is the President and Chief Executive Officer of NiSource Inc. From 2012 until his retirement in 2019, Mr. Yates served in senior leadership roles with Duke Energy, including Executive Vice President of Duke Energy and President of Duke Energy’s Carolinas Region and Executive Vice President of Customer Operations for Duke Energy. Mr. Yates has more than 35 years of experience in the energy industry, including the areas of nuclear and fossil generation and energy delivery. Before the merger between Duke Energy and Progress Energy in July 2012, Mr. Yates served as President and Chief Executive Officer for Progress Energy Carolinas. Mr. Yates joined Progress Energy’s predecessor, Carolina Power & Light, in 1998. Before joining Progress Energy, he worked for PECO Energy for 16 years in several line operations and management positions. Qualifications We believe Mr. Yates’s qualifications to serve on our Board of Directors and chair our ESG Committee include the executive leadership and management experience he has acquired throughout his career in the energy industry, as well as his risk management experience with nuclear and fossil energy generation and delivery.

Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2022 Proxy Statement 25

ELECTION OF DIRECTORS ^(Continued)

		R. DAVID YOST Director since: 2012 Age: 74 Other Public Company Boards: Bank of America Johnson Controls International plc	Committees: Compensation Directors and Governance Finance Key Skills and Experience: Leadership Financial Industry Corporate Governance & ESG Risk Management
Business Experience Mr. Yost served as the President and Chief Executive Officer of AmerisourceBergen, a comprehensive pharmaceutical services provider, from 2001 until his retirement in 2011. Mr. Yost also held a variety of other positions with AmeriSource Health Corporation and its predecessors from 1974 to 2001, including Chairman, President and Chief Executive Officer from 1997 to 2001. Mr. Yost is a graduate of the U.S. Air Force Academy and was previously a Captain in the United States Air Force. He also holds an M.B.A. from the University of California, Los Angeles. He serves on the Board of Directors of Johnson Controls International plc and Bank of America. Mr. Yost is a former director of Exelis Inc. Mr. Yost also serves on the U.S. Air Force Academy Foundation Board. Qualifications We believe Mr. Yost’s qualifications to serve on our Board of Directors include his extensive leadership experience gained as the chief executive of a large publicly traded company in the healthcare industry and as a director of other publicly traded companies.

26 Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2022 Proxy Statement

EXECUTIVE COMPENSATION

ITEM 2:

ADVISORY (NONBINDING) VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

Recognizing that executive compensation is an important matter for our stockholders, and in accordance with SEC rules, we are asking our stockholders to approve an advisory resolution on the compensation of our named executive officers as disclosed in this proxy statement.

This proposal, commonly known as a “say on pay” proposal, is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and our executive compensation philosophy, policies and practices as described in this proxy statement. Although the voting results are not binding, the Board and the Compensation Committee will take into account the results of the vote when considering future executive compensation arrangements. We will conduct this annual advisory vote through our 2023 Annual Meeting of Stockholders, when the next advisory vote on the frequency of future say on pay votes will occur.

We encourage our stockholders to read the Compensation Discussion and Analysis, which immediately follows this proposal. The Compensation Discussion and Analysis describes our executive compensation program and related policies and practices and explains the decisions the Compensation Committee has made under this program and the factors considered in making those decisions. We also encourage our stockholders to review the 2021 Summary Compensation Table and the other compensation tables and accompanying narratives, which provide detailed information on the compensation of our named executive officers.

STOCKHOLDERS ARE BEING ASKED TO VOTE ON THE FOLLOWING RESOLUTION:

RESOLVED, that the stockholders of Marsh McLennan approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in this proxy statement, including the Compensation Discussion and Analysis, the executive compensation tables and the related narratives.

    THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE APPROVAL OF OUR NAMED EXECUTIVE OFFICER COMPENSATION ON
AN ADVISORY BASIS.

Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2022 Proxy Statement 27

EXECUTIVE COMPENSATION ^(Continued)

COMPENSATION DISCUSSION AND ANALYSIS

The following is a discussion and analysis of our compensation program for our senior executives, focusing on our key compensation principles, policies and practices.

This section describes the compensation decisions with respect to the individuals who served during 2021 as our President and Chief Executive Officer, our Chief Financial Officer and our three other most highly compensated executive officers as of December 31, 2021, as listed below. These individuals are included in the “2021 Summary Compensation Table” on page 54.

	Name	Title
	DANIEL S. GLASER	President and Chief Executive Officer (“CEO”)
	MARK C. MCGIVNEY	Chief Financial Officer
	JOHN Q. DOYLE	President and Chief Executive Officer of Marsh Vice Chair, Marsh McLennan
	MARTINE FERLAND	President and Chief Executive Officer of Mercer Vice Chair, Marsh McLennan
	PETER C. HEARN	President and Chief Executive Officer of Guy Carpenter Vice Chair, Marsh McLennan

We refer to these individuals collectively in this Compensation Discussion and Analysis as our “named executive officers.” When we refer to our “senior executives” in this proxy statement, we mean our CEO, the chief executive officers of our four businesses and certain leaders of our corporate staff. Background information regarding our senior executives is provided on our website at marshmclennan.com/about/leadership.html.

28 Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2022 Proxy Statement

EXECUTIVE COMPENSATION ^(Continued)

2021 HIGHLIGHTS

FINANCIAL OBJECTIVES

•  In 2021, Marsh McLennan delivered strong performance as we successfully continued to navigate the global health crisis to execute on our long-term financial and strategic objectives •  GAAP EPS increased 56%, and we delivered 24% growth in adjusted EPS*, the highest in over two decades •  We generated $19.8 billion of revenue, an increase of 15% compared with 2020. We achieved 10% growth in underlying revenue •  We grew our adjusted operating income* by 18% with GAAP operating income increasing by 41%, and expanded adjusted margins for our 14th consecutive year * Please see Exhibit A for a reconciliation of our non-GAAP financial measures to GAAP financial measures and related disclosures.

CAPITAL MANAGEMENT

•  We increased our quarterly dividend by 15% in the third quarter of 2021. We have increased our dividend every year since 2010, paying total dividends of $1.0 billion in 2021 ($2.00 per share) •  We completed our JLT-related deleveraging •  We repurchased 7.9 million shares for $1.2 billion •  We deployed $1.1 billion for acquisitions as part of our positioning the business for the future

POSITIONING OUR BUSINESS FOR THE FUTURE

•  We continued to build out Marsh & McLennan Agency through acquisitions, completing 11 transactions representing approximately $172 million of combined revenue, including the acquisition of PayneWest, one of the largest independent agencies in the U.S. •  We increased our stake in Marsh India from 49% to 92% •  Over the course of 2021, we capitalized on available opportunities to invest in talent, hiring on a net basis more than 6,000 colleagues across our company

STOCK PERFORMANCE

•  Our 2021 total stockholder return (“TSR”) was 50.8% versus 28.7% for the S&P 500® index •  Our five-year annualized TSR of 23.0% outperformed the S&P 500® index TSR by 4.5 percentage points

Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2022 Proxy Statement 29

EXECUTIVE COMPENSATION ^(Continued)

2021 HIGHLIGHTS (continued)
EXECUTIVE COMPENSATION	•  In February 2022, the Compensation Committee assessed management’s performance against our 2021 objectives. The Compensation Committee determined bonuses that were above-target for all of our named executive officers commensurate with strong performance with respect to financial and strategic objectives •  We achieved three-year annualized adjusted EPS growth of 11.8% for our 2019 performance stock unit (PSU) awards. This was above our 8% target for the award and resulted in a payout at 195% of target. Despite the impact of the pandemic on our 2020 financial performance, the Compensation Committee did not reset or adjust the 8% target for three-year annualized adjusted EPS growth applicable to any of the then-outstanding PSU awards, including the 2019 awards •  We revised our Senior Executive Stock Ownership Guidelines to exclude the counting of outstanding PSUs, which have a variable payout based on performance, in the calculation of ownership needed to satisfy the guidelines. This change strengthens our guidelines and more closely aligns with market practice
SENIOR EXECUTIVE CHANGES	The Company made the following senior executive changes effective January 1, 2022, except as noted below for Mr. Studer: •   John Doyle was appointed Group President and Chief Operating Officer. Mr. Doyle was previously President and Chief Executive Officer of Marsh •   Martin South was appointed President and Chief Executive Officer of Marsh, succeeding Mr. Doyle. Mr. South was previously President of Marsh US and Canada •   Dean Klisura was appointed President and Chief Executive Officer of Guy Carpenter, succeeding Peter Hearn. Mr. Klisura was previously President of Guy Carpenter •  Peter Hearn, previously President and Chief Executive Officer of Guy Carpenter, continues in his role as a Vice Chair of the Company •  Nick Studer was appointed President and Chief Executive Officer of Oliver Wyman Group, effective July 1, 2021. Mr. Studer was previously Managing Partner of Oliver Wyman’s management consulting business

30 Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2022 Proxy Statement

EXECUTIVE COMPENSATION ^(Continued)

EXECUTIVE SUMMARY

2021 AND 2022 ANNUAL TOTAL DIRECT COMPENSATION OF NAMED EXECUTIVE OFFICERS

The following table summarizes the decisions made by the Compensation Committee in February 2022 and February 2021 with respect to the annual total direct compensation of our named executive officers. Because this table shows compensation by decision date rather than by fiscal year, it includes our 2022 annual LTI awards, which are not shown in the “2021 Summary Compensation Table” on page 54. The compensation decisions reflected here, and the rationale for such decisions, are discussed in “Executive Compensation Determinations” beginning on page 36.

Name	Decision Date		Base Salary		Annual Bonus Award		Annual Long-Term Incentive Award1		Total Direct Compensation
Mr. Glaser		2/23/2022	$	1,500,000	$	7,000,000	$	14,500,000	$	23,000,000
		2/22/2021	$	1,500,000	$	5,500,000	$	12,500,000	$	19,500,000
		Change		0%		+27%		+16%		+18%
Mr. McGivney		2/23/2022	$	800,000	$	2,400,000	$	3,250,000	$	6,450,000
		2/22/2021	$	800,000	$	2,000,000	$	3,000,000	$	5,800,000
		Change		0%		+20%		+8%		+11%
Mr. Doyle		2/23/2022	$	1,200,000	$	4,800,000	$	4,000,000	$	10,000,000
		2/22/2021	$	1,000,000	$	3,800,000	$	3,400,000	$	8,200,000
		Change		+20%		+26%		+18%		+22%
Ms. Ferland		2/23/2022	$	1,000,000	$	3,000,000	$	2,500,000	$	6,500,000
		2/22/2021	$	850,000	$	2,100,000	$	2,400,000	$	5,350,000
		Change		+18%		+43%		+4%		+21%
Mr. Hearn2		2/23/2022	$	800,000	$	3,200,000	$	230,000	$	4,230,000
		2/22/2021	$	800,000	$	3,000,000	$	1,800,000	$	5,600,000
		Change		0%		+7%		-87%		-24%

1. Annual LTI awards as determined by the Compensation Committee are denominated in U.S. dollars and granted as a combination of stock options and PSUs. For stock options, 50% of the LTI value shown in the table is converted into a number of stock options based on the grant date fair value per share using the Black-Scholes value. For PSUs, 50% of the LTI value shown in the table is converted into a number of PSUs based on the fair market value of Company common stock, which is equal to the average of the high and low trading prices of shares of the Company common stock on the trading date immediately preceding the date of grant. The grant date fair value of the PSUs, as calculated in accordance with ASC Topic 718, is determined using a Monte Carlo simulation model since payouts are based in part on a relative TSR modifier, which is a market condition. In addition, stock options and PSUs granted are rounded up to the nearest whole number.

2. Mr. Hearn completed service as President and CEO of Guy Carpenter and as an executive officer of the Company effective December 31, 2021 and continues in his role as Vice Chair. As a result, the Compensation Committee’s decision regarding Mr. Hearn’s 2021 compensation was limited to his annual bonus award for the 2021 performance year. Mr. Hearn’s 2022 compensation in connection with his continued employment after he completed service as an executive officer of the Company, including his annual LTI award, is discussed in “Mr. Hearn’s Employment Arrangements” on page 57.

Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2022 Proxy Statement 31

EXECUTIVE COMPENSATION ^(Continued)

2021 “SAY ON PAY” VOTE AND STOCKHOLDER ENGAGEMENT

  “Say on Pay” Vote   At our 2021 Annual Meeting of Stockholders, we held a nonbinding advisory vote with respect to the compensation of our named executive officers (commonly referred to as a “say on pay” vote). Approximately 95% of the votes cast on the say on pay proposal were voted in favor of our executive compensation philosophy, policies and practices.   Stockholder Engagement   Following our 2021 Annual Meeting of Stockholders, members of our management, at the direction of the Compensation Committee, discussed our executive compensation policies and practices with a number of our large institutional stockholders and the major proxy advisory firms. These discussions were favorable, consistent with our 95% approval rate in 2021.   Over the years, certain stockholders have expressed a preference for a larger proportion of performance stock unit (PSU) awards and for a relative performance measure in those awards. The Compensation Committee took these views into account in the long-term incentive awards granted in 2020, when it increased the proportion of PSU awards to 50% and added a relative TSR modifier based on the Company’s three-year TSR versus S&P 500^® constituents. We received positive feedback on these changes during our discussions with large institutional stockholders and the major proxy advisory firms.   The Compensation Committee is committed to ongoing engagement with our stockholders and the major proxy advisory firms and to undertaking these outreach efforts annually.

32 Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2022 Proxy Statement

EXECUTIVE COMPENSATION ^(Continued)

KEY EXECUTIVE COMPENSATION POLICIES AND PRACTICES

STOCKHOLDER-ALIGNED EXECUTIVE COMPENSATION PROGRAM	✓	Our senior executives have a high percentage of variable (“at risk”) pay.
	✓	Long-term incentive compensation for our senior executives is delivered in stock options and PSUs, the value of which depends on stock price appreciation or achievement of specific Company financial objectives and the Company’s relative TSR versus S&P 500® constituents.
	✓	We generally mitigate the potential dilutive effect of equity-based awards through our share repurchase program.
	✓	Our Compensation Committee has engaged an independent compensation consultant.
COMPENSATION RECOVERY POLICIES	✓	We have clawback policies for senior executive annual bonus awards and for equity-based compensation.
SEVERANCE AND CHANGE IN CONTROL	✓	Severance protections for our senior executives, including our CEO, are at a 1x multiple of base salary and bonus, with a pro-rata bonus for the year of termination. Further, we are required as a matter of policy to obtain stockholder approval for severance agreements with certain senior executives if they provide for cash severance that exceeds 2.99x the executive’s base salary and three-year average annual bonus award.
	✓	We provide “double-trigger” vesting of equity-based awards and payment of severance benefits following a change in control of the Company.
	✓	We do not provide golden parachute excise tax gross-ups in connection with a change in control of the Company.
SAY ON PAY	✓	We hold a nonbinding advisory vote on named executive officer compensation each year.
	✓	Stockholder support for our executive compensation program has been consistently strong with an approval rate of 95% in 2021, 94% in 2020 and 93% or higher since 2013.

Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2022 Proxy Statement 33

EXECUTIVE COMPENSATION ^(Continued)

EXECUTIVE COMPENSATION DESIGN, ELEMENTS AND PROCESS

Our executive compensation program is governed by four principles:

Aligning with stockholder value creation with a focus on balancing risk and reward in compensation programs, policies and practices Supporting a strong performance culture through short-term and long-term variable compensation, with the ability to differentiate among individuals based upon actual results      Setting target compensation at competitive levels in markets where we operate with flexibility to recognize different business models and markets for talent Maximizing colleagues’ perceived value of our programs through transparent processes and communication

Elements of Compensation

The principal elements of our executive compensation program are base salary, annual bonuses and annual LTI awards. The Compensation Committee believes that each compensation element, and all of these elements combined, are important to maintain an executive compensation program that is competitive, performance-based and stockholder-focused.

Our integrated compensation framework heavily weights variable compensation to reward achievements against pre-established, quantifiable financial performance objectives and individual strategic performance objectives. In addition, because a significant portion of variable compensation is delivered in the form of equity-based awards, the value ultimately realized by our senior executives from these awards depends on stockholder value creation as measured by the future performance of our stock price and also our TSR versus S&P 500^® constituents, which is a modifier for payouts of our PSU awards granted since 2020.

As of December 31, 2021, variable compensation represented approximately 91% of our CEO’s target total direct compensation and about 83% of the target total direct compensation for our other named executive officers, as shown in the following charts.

34 Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2022 Proxy Statement

EXECUTIVE COMPENSATION ^(Continued)

Element of Total Direct Compensation	Target Total Compensation Mix	Description
Base Salary		Base salary is intended to provide a fixed level of compensation that is appropriate given a senior executive’s role in the organization, his or her skills and experience, the competitive market for his or her position and internal equity considerations. A senior executive’s base salary is set forth in his or her employment letter and may be adjusted when the Compensation Committee determines an adjustment is appropriate to reflect a change in these factors.
Annual Bonus		Our annual bonus is a variable pay program intended to link cash-based incentive compensation to the financial performance of our Company and our businesses and each senior executive’s achievement of pre-established individual strategic objectives. The Compensation Committee takes a holistic approach to assessing performance and determining the actual bonus award for each senior executive. The Compensation Committee believes that annual bonus awards should be based on the achievement of objective, measurable financial results and how those results are achieved. In addition, the Compensation Committee believes it is important to measure individual executive performance against his or her achievement toward strategic objectives and other Company priorities. After the end of the year, each senior executive’s performance was assessed by Mr. Glaser and the Compensation Committee (and, in the case of Mr. Glaser’s performance, solely by the Compensation Committee). A senior executive’s target annual bonus is set forth in his or her employment letter and may be adjusted when the Compensation Committee determines an adjustment is appropriate or necessary to reflect a change in his or her responsibilities, the competitive market for his or her position or internal equity considerations. The target annual bonuses for our named executive officers for 2021 are set forth in “Determination of 2021 Annual Bonuses” on page 42.
Annual LTI Award		Annual LTI compensation is a variable pay program intended to align the financial interests of our senior executives with maximizing the return to our stockholders. Starting in 2020, the Compensation Committee set our LTI mix for senior executives at 50% PSUs and 50% stock options. The payout of PSU awards granted since 2020 is based on three-year annualized adjusted EPS growth and our three-year TSR versus S&P 500® constituents. The Compensation Committee reviews the mix of equity-based awards each year.

Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2022 Proxy Statement 35

EXECUTIVE COMPENSATION ^(Continued)

EXECUTIVE COMPENSATION DETERMINATIONS

The Compensation Committee takes a total compensation approach in setting the pay of our senior executives and makes decisions regarding base salary, annual bonuses and annual LTI awards in February of each year. This approach enables the Compensation Committee to evaluate performance on a consistent basis each year and to consider the appropriate level of fixed and variable compensation within each senior executive’s total compensation package.

While the Compensation Committee recognizes that elements of compensation may be interrelated, it does not require or assume any fixed relationship among the various elements of compensation within the total direct compensation framework or between the compensation of our CEO and that of any other senior executive. In addition, accrued pension and amounts realized or realizable under previously granted equity-based awards did not influence the Compensation Committee’s decisions.

The Compensation Committee considers the recommendations of our CEO when determining the compensation of our other senior executives.

Base Salary

The Compensation Committee did not adjust the base salaries of our named executive officers during 2021.

During 2022, the Compensation Committee increased the base salaries of:

_• Mr. Doyle from $1,000,000 to $1,200,000 effective January 1, 2022 in connection with his promotion to Group President and Chief Operating Officer, and

_• Ms. Ferland from $850,000 to $1,000,000 effective April 1, 2022 based on a review of the competitive market and her performance as President and CEO of Mercer. This is the first increase in Ms. Ferland’s base salary since she was promoted to the CEO role three years ago.

Annual Bonus

The Compensation Committee determined the 2021 annual bonus awards for our named executive officers using the following framework:

The Compensation Committee established the annual bonus framework and rigorous performance targets in early 2021.

In early 2021, the Compensation Committee increased the target annual bonuses for two senior executives based on a review of the competitive market and internal equity considerations:

_• Ms. Ferland from $1,700,000 to $1,900,000, and

_• Mr. Hearn from $1,500,000 to $1,600,000.

36 Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2022 Proxy Statement

EXECUTIVE COMPENSATION ^(Continued)

In determining 2021 annual bonus awards, each senior executive’s target annual bonus was allocated between financial and strategic performance according to weightings associated with his or her position. The Compensation Committee then assessed financial performance and each senior executive’s strategic performance and determined a payout level for each portion of the senior executive’s target annual bonus.

The multiplier for Company financial performance as reflected by adjusted EPS growth (as modified for executive compensation purposes) versus target was determined and applied to the sum of the payout levels for financial and strategic performance for each senior executive.

Using this result, the Compensation Committee then conducted a qualitative assessment to determine the actual bonus award for each senior executive. The Compensation Committee believes that the use of judgment in the qualitative assessment helps reward performance appropriately, particularly on a year-to-year basis.

Financial and Strategic Performance Measures

The Compensation Committee selected the following measures and weightings for the 2021 annual bonus awards:

	Financial Performance			Strategic Performance
Senior Executive	Weighting		Measure	Weighting		Measure
Company CEO		80%	Company net operating income		20%	Individual objectives established for each senior executive
Other Corporate  Senior Executives		70%			30%
Business  Chief Executive Officers		80%	Business net operating income		20%

The financial performance measure used for Company and business net operating income in the 2021 annual bonus framework is defined in “Definitions of Financial Performance Measures” on page 47.

The financial performance factor for net operating income ranged from 0% to 150% of the target level as indicated in the following table:

Performance Level	Performance as a % of Target		Financial Performance Factor
Maximum		≥110%		150%
Target		100%		100%
Threshold		90%		50%
Below Threshold		<90%		<50%

Note: Interpolation is used to determine the performance factor for performance as a percentage of target between threshold/target or target/maximum. In the event of performance below threshold, the Compensation Committee would exercise its discretion to determine a financial performance factor from 0% up to 50%.

Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2022 Proxy Statement 37

EXECUTIVE COMPENSATION ^(Continued)

2021 Financial Performance

For 2021, the financial performance measure for all senior executives was Company or business net operating income, as applicable, as modified for executive compensation purposes. The Compensation Committee set challenging targets for our named executive officers to align with our 2021 objective of driving strong earnings growth across the Company.

Performance targets for 2021 were set above our actual performance for 2020. Performance targets were based on threshold, target and maximum levels in dollars rather than growth rates. Target and actual results in the table below are expressed as a percentage of prior-year results.

Name	Measure	2021 Actual as % of Prior-Year Result		2021 Target as % of Prior-Year Result		2021 Actual as % of Target		2021 Financial Performance Factor
Mr. Glaser	Company net operating income		117.0%		105.9%		110.5%		150.0%
Mr. McGivney
Mr. Doyle	Marsh net operating income		119.6%		107.9%		110.8%		150.0%
Ms. Ferland	Mercer net operating income		113.3%		103.2%		109.8%		149.1%
Mr. Hearn	Guy Carpenter net operating income		108.3%		103.9%		104.3%		121.3%

38 Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2022 Proxy Statement

EXECUTIVE COMPENSATION ^(Continued)

2021 Strategic Performance

In early 2021, the Compensation Committee reviewed each named executive officer’s strategic objectives, relating to operational performance, growth initiatives, risk management and human capital, including inclusion and diversity.

At the beginning of 2022, the Compensation Committee reviewed the strategic accomplishments for each named executive officer for 2021. The Compensation Committee and Mr. Glaser (and, in the case of Mr. Glaser, solely the Compensation Committee) assessed each named executive officer’s strategic performance as above target for the year and determined a performance factor ranging up to a maximum of 150% for 2021 strategic performance.

The Compensation Committee considered the following in its assessment of each named executive officer’s performance:

Name

Strategic Accomplishments

Mr. Glaser President and CEO

Financial • Achieved outstanding financial performance marked by the highest underlying revenue and adjusted EPS growth in over two decades. • Delivered double digit underlying revenue growth, breaking out of the 3% to 5% range for the decade prior to the pandemic, and delivered 24% growth in adjusted EPS*. Generated double digit underlying growth in both Risk and Insurance Services (RIS) and Consulting segments and mid-single digit or greater underlying growth across every business. Delivered adjusted net operating income growth of 17% in RIS and 19% in Consulting. • Expanded margins for the 14th consecutive year, an achievement made while funding investments for future growth and which extends gains made during the pandemic. Growth • Invested in our talent, hiring on a net basis more than 6,000 colleagues in 2021 across the Company, most of which was organic as we capitalized on industry disruption and took steps to enhance operational excellence in client service centers. • Continued to expand Marsh & McLennan Agency (MMA), our fast-growing middle market insurance business, completing 11 acquisitions at MMA, including PayneWest, which is our largest MMA acquisition in history. • Innovated for clients and enhanced collaboration across the firm, advancing One Enterprise initiatives, including the Climate Action Navigator, Cyber Risk Analytics Center, and Mercer’s Skills Edge. • Continued to demonstrate leadership within the insurance industry, including his service as Chairman of the U.S. Federal Advisory Committee on Insurance. People • Maintained a strong culture as evidenced by the highest engagement scores on our All Colleague Survey of any year excluding the year of the pandemic’s global emergence. • Took steps to enhance inclusion and diversity by establishing a framework for an enterprise-wide Inclusion & Diversity strategy, completed our first Black Leadership Program and Diversity Development Program, and launched our RISE fellowship program. • Led the senior executive team and positioned the firm for orderly leadership succession, transitioning over half of the Executive Committee roles, including promoting John Doyle to Group President and COO, as well as executing the seamless transitions of Oliver Wyman’s CEO, Chief People Officer and Chief Information Officer roles. All were internal promotions, and each such case demonstrates the strength and depth of the talent within our organization.

Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2022 Proxy Statement 39

EXECUTIVE COMPENSATION ^(Continued)

Name	Strategic Accomplishments
Mr. McGivney Chief Financial Officer	• Contributed to our overall outstanding financial performance in 2021, when the firm delivered 15% total revenue growth, 10% underlying revenue growth and 24% adjusted EPS* growth. • Completed the planned de-leveraging following the acquisition of JLT and the restoration of our rating outlooks with S&P and Moody’s to “Stable”. • Led the continued focus on cash generation and working capital management that resulted in exceeding our planned capital deployment levels for 2021, including a 15% increase in our dividend, $1.2 billion of share repurchases and $1.1 billion of acquisitions. • Completed a new five-year $2.8 billion credit facility, which provides substantial access to short-term liquidity. • Completed a multi-year program to implement a global single instance of the Company’s accounting system and reporting platform, which has enabled the acceleration of the Company’s quarterly financial reporting timelines.
Mr. Doyle President and Chief Executive Officer of Marsh Vice Chair, Marsh McLennan	• Marsh’s revenue in 2021 was $10.2 billion, an increase of 11% on an underlying basis, the strongest top line growth in nearly two decades supported by record new business revenue growth. • Invested in MMA completing 11 acquisitions in 2021 with approximately $172 million in combined revenue, including acquiring PayneWest, the largest transaction in MMA’s history. In addition, Marsh enhanced its market-leading position in India with an increase in the ownership stake in our Indian brokerage business from 49% to 92%. • Strong growth enabled ability to strategically invest in our business, including the largest organic investment in talent in our history. • Continued to advance key enablers of Marsh’s growth strategy, including operational excellence and digital initiatives to improve client and colleague experience. • Initiated the development of trainings for colleagues on inclusion, unconscious bias, microaggression and allyship. • Successfully transitioned the role of President & CEO of Marsh to Martin South.
Ms. Ferland President and Chief Executive Officer of Mercer Vice Chair, Marsh McLennan	• Mercer delivered $5.3 billion in revenue, an increase of 5% on an underlying basis, the highest revenue growth year since 2008. • Achieved $415 billion in global assets under management and closed Mercer’s Private Investment Partners VI Class alternative fund with record $4.9 billion raised, including the first offering of diversity, equity and inclusion specialized fund, LEAP. • Grew our health business by double digits in over 30 countries though Mercer Marsh Benefits with strong growth in global benefits management and innovative development in mental health and well-being solutions. • Accelerated growth in People Transformation services with key senior hires, addressing contemporary challenges around skills gap, labor shortage and the new world of work. • Delivered strong growth in ESG-related needs, in particular focused on risk and reward assessments and transition to low-carbon investments and building diverse and inclusive workforces. Continued rapid organic investment in digital-first solutions, driving high double-digit growth and launching new platform solutions such as Skills Edge, Indigo and Benefit You.

40 Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2022 Proxy Statement

EXECUTIVE COMPENSATION ^(Continued)

Name

Strategic Accomplishments

Mr. Hearn President and Chief Executive Officer of Guy Carpenter Vice Chair, Marsh McLennan

• Guy Carpenter delivered $1.9 billion in adjusted revenue, an increase of 9% underlying revenue growth and 9% underlying NOI growth. • Contributed to the fifth consecutive year of record new business with 38% growth in 2021. This growth was driven in part from an increase in strategic hires and an enhanced focus on building a robust global sales culture that values teamwork, innovation and discipline. • Advanced our operating framework with innovations in Data Strategy and Analytics, including the formation of a global data lake. • Created new Insurtech COE and progressed white space strategies, including Life and Specialty Credit. • Progressed efforts on Inclusion & Diversity related to leader training on Allyship and improvement on increasing representation for gender globally and E&RD in the US. • Successfully transitioned the role of President & CEO of Guy Carpenter to Dean Klisura.

* Please see Exhibit A for a reconciliation of our non-GAAP financial measures to GAAP financial measures and related disclosures.

2021 Multiplier for Company Financial Performance

The financial performance factor for the Company is measured by annual adjusted EPS growth, resulting in a 0.70x to 1.30x multiplier as indicated in the following table:

Performance Level	Adjusted EPS Growth versus Target	Multiplier
Maximum	Target plus 2 percentage points (or higher)		1.30x
Target	Target		1.00x
Minimum	Target minus 2 percentage points (or lower)		0.70x

Note: Interpolation is used to determine the multiplier for a percentile ranking between minimum/target or target/maximum.

The financial performance measure used for adjusted EPS growth in the 2021 annual bonus framework is defined in “Definitions of Financial Performance Measures” on page 47.

For 2021, the target was set at 6% in light of uncertainty in the business environment related to the pandemic. Using the framework described above, our annual adjusted EPS growth as modified for executive compensation purposes relating to the 2021 bonus framework was 20.5%, resulting in a multiplier of 1.30x.

2021 Qualitative Assessment

The Compensation Committee believes that the use of judgment in making final bonus award decisions helps reward performance appropriately on a year-to-year basis and also on an internal equity basis among senior executives. In addition to performance as measured against the previously described financial and strategic objectives, the Compensation Committee also assessed how these objectives were achieved. For each senior executive, the Compensation Committee also considered his or her current-year performance and bonus award vis-à-vis his or her prior-year performance and bonus award; compensation relative to peers at direct competitors; and his or her total direct compensation. The Compensation Committee also reviewed the Company’s relative financial performance, including our TSR against peer companies and the S&P 500^® index (50.8% as compared to 28.7% for the S&P 500^® index).

Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2022 Proxy Statement 41

EXECUTIVE COMPENSATION ^(Continued)

Determination of 2021 Annual Bonuses

Using its assessment of the 2021 financial and strategic performance factors and the Company’s financial performance factor as its basis, the Compensation Committee determined the 2021 bonus award for each named executive officer in the manner described above. The actual annual bonuses paid to our named executive officers for 2021 were as follows.

Name	2021 Target Bonus Award		2021 Bonus as a % of Target		2020 Actual Bonus		2021 Actual Bonus		% Change
Mr. Glaser	$	3,750,000		187%	$	5,500,000	$	7,000,000		+27%
Mr. McGivney		1,300,000		185%		2,000,000		2,400,000		+20%
Mr. Doyle		2,500,000		192%		3,800,000		4,800,000		+26%
Ms. Ferland		1,700,000		176%		2,100,000		3,000,000		+43%
Mr. Hearn		1,600,000		200%		3,000,000		3,200,000		+7%

Annual LTI Awards

The Compensation Committee determined the 2022 annual LTI awards granted to our named executive officers, except for Mr. Hearn, as described in more detail in “Determination of 2022 Annual LTI Awards” on page 43, would comprise stock options and performance stock units (PSUs), as summarized in the following table:

Award Type	Performance Alignment
Stock Options	Rewards stock price appreciation and the creation of stockholder value
Performance Stock Units	Rewards the achievement of specific Company financial objectives and relative
	TSR versus S&P 500® constituents

The Compensation Committee had made two key changes starting in 2020, as reflected above, in order to more closely align senior executive rewards with stockholder interests. In making these decisions, the Compensation Committee took into account views expressed by certain stockholders over the years.

Increased proportion of PSUs. Starting in 2020, the Compensation Committee increased the proportion of PSU awards to 50%, eliminating the 25% previously allocated to restricted stock unit (RSU) awards.

Relative TSR modifier. Also starting in 2020, the Compensation Committee added a relative TSR modifier to the PSUs based on the Company’s three-year TSR versus S&P 500^® constituents. The Compensation Committee selected S&P 500^® constituents as the comparator group given that a broad index is commonly used by other companies that have relative TSR as a performance measure. In addition, we compete for “investment dollars” against other S&P 500^® constituents rather than narrowly against our peer group for executive compensation, which is relatively small and subject to potentially significant change over time.

42 Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2022 Proxy Statement

EXECUTIVE COMPENSATION ^(Continued)

Determination of 2022 Annual LTI Awards

The annual equity-based awards granted to our senior executives are determined by the Compensation Committee as part of its annual total compensation review. In determining the awards, the Compensation Committee considers the senior executive’s performance and his or her expected future contributions to the Company’s performance along with external market competitiveness, internal equity comparisons and the target LTI award set forth in the senior executive’s employment letter. Mr. Glaser also provides LTI award recommendations for senior executives other than himself.

The Compensation Committee increased Mr. Doyle’s target LTI award from $3,000,000 to $4,000,000 effective January 1, 2022 in connection with his promotion to Group President and Chief Operating Officer.

The annual LTI awards granted to our named executive officers in February 2022 are shown in the following table. They are not reflected in the “2021 Summary Compensation Table” on page 54 because the awards were made after the end of the 2021 fiscal year.

	Annual LTI Awards Granted in 20221
Name	Stock Options		Performance Stock Units		Restricted Stock Units		Total
Mr. Glaser	$	7,250,000	$	7,250,000		NA	$	14,500,000
Mr. McGivney		1,625,000		1,625,000		NA		3,250,000
Mr. Doyle		2,000,000		2,000,000		NA		4,000,000
Ms. Ferland		1,250,000		1,250,000		NA		2,500,000
Mr. Hearn2		57,500		57,500		115,000		230,000

1. Annual LTI awards as determined by the Compensation Committee are denominated in U.S. dollars and granted as a combination of stock options and PSUs. For stock options, the value shown in the table was converted into a number of stock options based on the grant date fair value per share using the Black-Scholes value. For PSUs, the value shown in the table was converted into a number of PSUs based on the fair market value of Company common stock, which was equal to the average of the high and low trading prices of shares of the Company common stock on the trading date immediately preceding the date of grant. The grant date fair value of the PSUs, as calculated in accordance with ASC Topic 718, is determined using a Monte Carlo simulation model since payouts are based in part on a relative TSR modifier, which is a market condition. In addition, stock options and PSUs granted are rounded up to the nearest whole number.

2. Mr. Hearn completed service as President and CEO of Guy Carpenter and as an executive officer of the Company effective December 31, 2021 and continues in his role as Vice Chair. Mr. Hearn’s 2022 compensation in connection with his continued employment after he completed service as an executive officer of the Company is discussed in “Mr. Hearn’s Employment Arrangements” on page 57. Based on his role, Mr. Hearn’s annual LTI award comprised 25% stock options, 25% PSUs and 50% RSUs.

The value ultimately realized from these awards is contingent on the named executive officer’s continued service, except in certain circumstances such as retirement. The value also depends on the future performance of our stock price and, for PSU awards, achieving specific Company financial objectives and the Company’s relative TSR versus S&P 500^® constituents. The terms and conditions of these awards are described in the narrative following the “2021 Grants of Plan-Based Awards Table” on page 58.

PSU Awards

The performance measure for PSU awards, which represent 50% of the 2022 annual LTI compensation for our senior executives, is adjusted EPS growth as modified for executive compensation purposes and measured on a three-year annualized growth rate basis. The PSUs granted since 2020 also include a modifier based on the Company’s three-year TSR versus S&P 500^® constituents. Depending on our actual financial performance results, along with relative TSR performance for the PSUs granted since 2020, 0% to 200% of the number of PSUs granted is delivered in shares of our common stock. The following tables provide the payout (as a percentage of target) for maximum, target and threshold performance levels for the 2019 through 2022 awards. The Compensation Committee sets the performance levels after reviewing our financial strategy, the design of PSU awards at peer group companies and historical EPS growth data for S&P 500^® constituents. At the time of setting the target and determining the payouts at varying levels of performance for these awards, the Compensation Committee believed that achievement of the target for annualized adjusted EPS growth was a challenging goal.

Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2022 Proxy Statement 43

EXECUTIVE COMPENSATION ^(Continued)

The payout of the PSU awards granted since 2020 will be determined as follows. The payouts of PSU awards granted prior to 2020 will be determined with respect to the EPS performance factor only.

The financial performance measures used in the PSU awards granted in 2022 are defined in “Definitions of Financial Performance Measures” on page 47.

Performance and Payout Levels for Our 2019 to 2022 PSU Awards

The adjusted EPS growth measure for our PSU awards is shown in the following table. The three-year target for annualized adjusted EPS growth is 8% for our PSU awards granted in 2019, 2020 and 2022. In light of uncertainty in the business environment related to the pandemic, for the 2021 PSU award, the Compensation Committee set the three-year target at 7%, which reflected a 6% growth target for 2021 and 8% for the remaining two years.

Performance Level	Annualized Adjusted EPS Growth	Performance Factor (as a % of target)
Maximum	Target plus 4 percentage points (or higher)		200	%
Target	Target		100	%
Threshold	Target minus 4 percentage points		50	%
Below Threshold	Lower than target minus 4 percentage points		0	%

Note: Interpolation is used to determine the adjusted EPS growth performance factor (as a percentage of target) for a performance result between threshold/target or target/maximum.

The relative TSR modifier for our PSU awards since 2020 is provided in the following table.

Performance Level	Relative TSR (versus S&P 500® constituents)	Relative TSR Modifier (as a % of target)
Maximum	75th percentile		1.25x
Target	50th percentile		1.00x
Minimum	25th percentile		0.75x

Note: Interpolation is used to determine the relative TSR modifier (as a percentage of target) for a performance result between minimum/target or target/maximum.

44 Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2022 Proxy Statement

EXECUTIVE COMPENSATION ^(Continued)

Performance Results for Our 2019 PSU Awards

The following chart shows the threshold, target and maximum performance levels, with corresponding payouts as a percentage of target, for the 2019 PSU awards granted to our senior executives. The chart also shows our actual annualized adjusted EPS growth for the three-year performance period (2019-2021) applicable to the determination of the number of shares of our common stock earned for these awards.

Summary of PSU Awards Granted from 2019 through 2021

Despite the impact of the pandemic on our financial performance, the Compensation Committee determined not to adjust or reset the 8% target for three-year annualized adjusted EPS growth applicable to the 2019 or 2020 PSU awards. In light of uncertainty in the business environment related to the pandemic, for the 2021 PSU award, the Compensation Committee set the three-year target at 7%, which reflected a 6% growth target for 2021 and 8% for the remaining two years.

The table below summarizes the three-year performance periods for PSU awards granted from 2019 to 2021, including the payout at 195% of target for our 2019 PSU award based on 11.8% annualized adjusted EPS growth as modified for executive compensation purposes. As discussed previously, the PSU awards granted in 2020 and 2021 also include a modifier based on the Company’s three-year TSR versus S&P 500^® constituents.

The adjusted EPS growth and relative TSR measures used in the PSU awards are defined in “Definitions of Financial Performance Measures” on page 47.

Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2022 Proxy Statement 45

EXECUTIVE COMPENSATION ^(Continued)

The actual payout for 2020 and 2021 PSU awards will depend on three-year performance, except under certain circumstances that require earlier measurement of results, such as the death of a participant or a change in control of the Company.

46 Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2022 Proxy Statement

EXECUTIVE COMPENSATION ^(Continued)

DEFINITIONS OF FINANCIAL PERFORMANCE MEASURES

The following table defines the financial performance measures used in our executive compensation program.

Used for	Measure	Definition
2021 Annual Bonus Framework —Financial Performance Measure	Company or business net operating income	Net operating income calculated in accordance with GAAP, adjusted for the impact of “noteworthy items” identified in Exhibit A to this proxy statement and further adjusted for the impact of currency exchange rate fluctuations and acquisitions and dispositions.
2021 Annual Bonus Framework —Multiplier for Company Financial Performance	Company earnings per share	Adjusted EPS is defined as GAAP earnings per share, adjusted for the impact of “noteworthy items” identified in Exhibit A to this proxy statement and modified to exclude the impact of: 1. currency exchange rate fluctuations; 2. pension expense; 3. results for Marsh & McLennan Risk Capital Holdings, Ltd. (the legal entity through which the Company owns interests in private equity funds and other investments); 4. the costs related to the early extinguishment of debt; and 5. changes in the U.S. federal or U.K. statutory corporate tax rate or the U.S. federal tax rate on foreign earnings earned by foreign subsidiaries. The year-over-year change is calculated based on adjusted EPS as modified for the above exclusions versus prior-year adjusted EPS without modification for such exclusions.
PSUs granted in 2019	Company earnings per share	Same definition as 2021 Annual Bonus Framework—Multiplier for Company Financial Performance, above, but without the exclusion for the impact of pension expense or changes in the U.S. federal or U.K. statutory corporate tax rate or the U.S. federal tax rate on foreign earnings earned by foreign subsidiaries; in addition, the exclusion of results for Marsh & McLennan Risk Capital Holdings, Ltd. is based on the variation between actual and budgeted results rather than a full exclusion.
PSUs granted in 2020	Company earnings per share	Same definition as 2021 Annual Bonus Framework—Multiplier for Company Financial Performance, above, but without the exclusion for the impact of changes in the U.S. federal or U.K. statutory corporate tax rate or the U.S. federal tax rate on foreign earnings earned by foreign subsidiaries.
PSUs granted in 2021 and 2022	Company earnings per share	Same definition as 2021 Annual Bonus Framework—Multiplier for Company Financial Performance, above.
PSUs granted in 2020, 2021 and 2022	Total stockholder return	TSR is measured based on the three-year period starting on the December 31st prior to the grant date and ending on December 31st three years later with 20-day stock price averaging prior to the start and end of the measurement period.

Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2022 Proxy Statement 47

EXECUTIVE COMPENSATION ^(Continued)

The performance factor for PSU awards is determined based on three-year adjusted EPS growth using three one-year growth rates (annualized). Each year-over-year change is calculated based on adjusted EPS as modified for the above exclusions versus prior-year adjusted EPS without modification for such exclusions.

PEER GROUP COMPANIES AND SURVEYS

Peer Group for Executive Compensation Purposes

In 2021, the Compensation Committee reviewed the executive compensation data disclosed in the publicly available filings of the companies that comprise our peer group for executive compensation purposes. The peer group is based on business lines, talent pool and company size, as reflected by revenue and market capitalization, and includes insurance, consulting and other business services companies, as listed in the table below. The Compensation Committee reviews the peer group periodically and makes adjustments that it deems are appropriate or necessary, for example, as a result of business combinations and other changes. The Compensation Committee has not made any changes to the peer group since September 2019.

2021 Peer Group for Executive Compensation
Insurance Brokers	Insurance Carriers	Consulting and Business Services
Aon plc	American International Group, Inc.	Automatic Data Processing, Inc.
Willis Towers Watson plc	Chubb Limited	Accenture plc
Arthur J. Gallagher & Co.	The Travelers Companies, Inc.	S&P Global Inc.

Financial Services and General Industry Surveys

The Compensation Committee also reviews executive compensation data drawn from two industry subsets (Financial Services and General Industry) of S&P 500^® constituents that participated in an executive compensation survey conducted by an independent compensation consulting firm. Each subset was refined based on revenue and market capitalization. For a list of the companies comprising these subsets, please refer to Exhibit B. The business CEO comparisons were based on subsidiaries or divisions of all companies that participated in the executive compensation survey (instead of only S&P 500^® constituents) in order to have a significant sample size for these particular comparisons.

BENEFIT PLANS AND OTHER PROGRAMS

Retirement and Deferred Compensation Plans

We offer retirement and deferred compensation plans, in which all of our senior executives are eligible to participate to maintain a competitive compensation program.

We maintain a defined contribution retirement program in the U.S. consisting of the Supplemental Savings & Investment Plan (“SSIP”), an unfunded nonqualified defined contribution retirement plan that is coordinated with our 401(k) Savings & Investment Plan. Additional information about the SSIP, including individual amounts deferred by our named executive officers, Company matching credits and earnings during 2021, as well as account balances as of the end of 2021, is presented in the “2021 Nonqualified Deferred Compensation Table” on page 63. Earnings with respect to all of our nonqualified defined contribution plans are based upon actual market performance, and preferential or above-market earnings are not offered.

We discontinued future service accruals in our U.S. and U.K. defined benefit retirement programs effective December 31, 2016 and August 1, 2014, respectively. The features of our U.S. and U.K. retirement programs, including the present value of the accumulated pension benefits for our named executive officers as of the end of 2021, are presented in further detail in “Defined Benefit Retirement Program” on page 61. We do not have individually-designed defined benefit arrangements for any named executive officer.

48 Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2022 Proxy Statement

EXECUTIVE COMPENSATION ^(Continued)

Severance Arrangements

Severance payments and benefits for our senior executives are provided under our Senior Executive Severance Pay Plan, which provides for severance payments in the event of an involuntary termination of employment without cause (as defined in the plan) in an amount equal to the sum of the senior executive’s then-current base salary and average annual bonus award over the three prior years, plus an amount equal to a pro-rata bonus for the year of termination.

While compensation decisions regarding our senior executives affect the potential payments under these arrangements, the existence of these severance arrangements did not affect the Compensation Committee’s decisions with respect to other elements of compensation for our named executive officers because these severance arrangements are contingent in nature and may never be triggered.

The terms of the Senior Executive Severance Pay Plan are discussed more fully in “Termination of Employment” on page 67. The amount of the estimated payments and benefits payable to our named executive officers, assuming a termination of employment as of the last business day of 2021, is presented in “Potential Payments Upon Termination or Change in Control” on page 64.

Change-in-Control Arrangements

Change-in-control payments and benefits are provided to our senior executives through our equity-based compensation plans and the Senior Executive Severance Pay Plan, as applicable. These arrangements are intended to retain our senior executives and provide continuity of management in the event of an actual or potential change in control of the Company. Consistent with this objective, the terms of our equity-based awards contain a “double-trigger” vesting provision, which requires both a change in control of the Company and a subsequent specified termination of employment for vesting to be accelerated. The Senior Executive Severance Pay Plan also includes a “double-trigger” change-in-control provision rather than providing severance payments and benefits solely on the basis of a change in control of the Company. We believe that requiring a “double trigger,” rather than providing severance payments (and accelerated vesting of equity-based awards) solely on the basis of a change in control, is more consistent with the purpose of encouraging the continued employment of our senior executives following a change in control of the Company.

We do not provide any excise tax payments, reimbursements or “gross ups” in connection with a change in control of the Company to any of our senior executives under any plan or arrangement.

The amount of the estimated payments and benefits payable to our named executive officers, assuming a change in control of the Company and subsequent specified termination of employment as of the last business day of 2021, is presented in “Potential Payments Upon Termination or Change in Control” on page 64.

Other Benefits and Perquisites

Our senior executives are eligible to participate in our health and welfare benefit programs on the same basis as our other eligible employees. We also provide certain perquisites and other personal benefits to our senior executives. In general, the perquisites or other personal benefits provided to our senior executives include (i) the cost of financial counseling and certain income tax return preparation and (ii) from time to time, relocation or housing costs associated with hiring a newly recruited or promoted senior executive.

In addition, the Compensation Committee has determined to provide Mr. Glaser access to a car and driver for business and personal use, including work/home travel, and to corporate aircraft, in which we maintain fractional interests, for business and personal travel. Such personal air travel is limited to an amount not to exceed $130,000 per calendar year as determined based on the aggregate incremental cost of such travel to the Company. The imputed income attributable to Mr. Glaser’s personal use of corporate aircraft and a car and driver was taxable income to Mr. Glaser. The taxes associated with this income were not reimbursed or paid by the Company. The car and driver may be made available to other senior executives for business use, with any personal use for work/home travel treated as described for Mr. Glaser.

The incremental cost of providing perquisites and other personal benefits during 2021 to our named executive officers is presented in the footnotes to the “All Other Compensation” column of the “2021 Summary Compensation Table” on page 54.

Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2022 Proxy Statement 49

EXECUTIVE COMPENSATION ^(Continued)

RISK AND REWARD FEATURES OF EXECUTIVE COMPENSATION PROGRAM

The Compensation Committee strives to maintain an appropriate balance between risk and reward in support of our overall business strategy. Our executive compensation principles, policies and practices are designed to encourage an appropriate level of risk-taking but not to encourage our senior executives to take excessive or unnecessary risks. To achieve this balance, we maintain the following policies and practices:

Feature	Description
Balanced Total    Compensation Approach	The mix of base salary, annual bonus opportunity and annual LTI awards appropriately balances the shorter- term and longer-term aspects of each senior executive’s responsibilities and performance, without undue emphasis on any single element of compensation.
Performance-Based    Annual Bonus Program	Awards to senior executives are made based on both financial performance measures, relating to fiscal year performance, and strategic performance objectives, which may relate to longer-term and qualitative objectives. Each senior executive’s target annual bonus and payout range of 0% to 200% is set forth in his or her employment letter. The Compensation Committee determines the bonus for each of our senior executives. We do not guarantee annual bonuses for our senior executives, except in special situations such as the initial bonus award after a senior executive’s hire if the guarantee is deemed necessary to attract a candidate to join the Company.
Stockholder-Focused LTI    Program	Equity-based awards to our senior executives are granted annually on a discretionary basis by the Compensation Committee taking into consideration each individual’s past performance and expected future contributions. Awards made in 2021 were in a combination of stock options and PSU awards to align the financial interests of our senior executives with maximizing our return to stockholders. PSU awards are earned based on our achievement against financial performance objectives and, starting with the 2020 PSU award, the Company’s TSR versus S&P 500® constituents over a three-year performance period, both as determined by the Compensation Committee. All equity-based awards are subject to multi-year vesting requirements or performance periods with complete forfeiture of unvested awards upon a voluntary termination of employment by a senior executive (other than by reason of retirement) or termination of employment for cause. None of our equity-based awards are scheduled to begin vesting until at least one year following their grant. In addition, the terms of our outstanding and unvested equity-based awards contain a “double-trigger” vesting provision in the event of a change in control of the Company. We do not provide any excise tax payments, reimbursements or “gross ups” in connection with a change in control of the Company to any of our senior executives under any plan or arrangement.

50 Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2022 Proxy Statement

EXECUTIVE COMPENSATION ^(Continued)

Feature	Description
Executive Stock Ownership    Guidelines	Our senior executives are required to acquire and hold shares or stock units (excluding PSUs) of our common stock with an aggregate value at least equal to a specified multiple of their base salary. Stock options (whether vested or unvested) are not counted in the ownership calculation. Our senior executives may not sell shares acquired in connection with the distribution of stock units or exercise of stock options until and unless the specified multiple of base salary is reached and maintained. Our guidelines exclude the counting of outstanding PSUs, which have a variable payout based on performance, in the calculation of ownership needed to satisfy the guidelines.
Prohibition Against Speculative    Activities, Hedging or Pledging of    Company Stock	We prohibit our employees, including our senior executives, and directors from engaging in speculative or hedging activities (including short sales, purchases or sales of puts or calls and trading on a short-term basis) in our common stock. We prohibit our senior executives and directors from pledging our securities as collateral for a loan or for any other purpose.
Compensation Recovery    (“Clawback”) Policies	We may, to the extent permitted by applicable law, cancel or require reimbursement of any annual bonus awards received by a senior executive if and to the extent that: (i) the amount of the award was based on the achievement of specified consolidated, segment or business financial results, and we subsequently restate those financial results; (ii) in the Compensation Committee’s judgment, the senior executive engaged in intentional misconduct that contributed to the need for the restatement; and (iii) the senior executive’s award would have been lower if the financial results in question had been properly reported. In such case, we will seek to recover from the senior executive the amount by which the actual annual bonus award paid for the relevant period exceeded the amount that would have been paid based on the restated financial results. The policy provides that we will not seek to recover compensation paid more than three years prior to the date the applicable restatement is disclosed. Also, our 2011 and 2020 Incentive and Stock Award Plans allow us to “claw back” outstanding or already-settled equity-based awards.
Severance Payments	Severance protections for our senior executives are set at a uniform level equal to his or her base salary and three-year average annual bonus award (a “1x multiple”). In addition, without stockholder approval, we will not enter into a severance agreement with a senior executive that provides for any cash severance payment that exceeds 2.99x the sum of his or her base salary and three-year average annual bonus award.

In light of the above, and based on management’s annual review and analysis focused on the incentive compensation programs covering our general employee population, we believe our compensation policies and practices do not encourage excessive or inappropriate risk-taking and that the risks arising from our compensation policies and practices for our employees are not reasonably likely to have a material adverse effect on the Company.

Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2022 Proxy Statement 51

EXECUTIVE COMPENSATION ^(Continued)

STOCK OWNERSHIP GUIDELINES

We maintain stock ownership guidelines for our senior executives that are intended to align the financial interests of our senior executives with our stockholders by requiring them to acquire and maintain a meaningful ownership interest in our common stock. These guidelines are intended to take into account an individual’s needs for portfolio diversification, while maintaining an ownership interest at levels sufficient to assure our stockholders of management’s commitment to long-term value creation. Our senior executives are required, over a five-year period, to acquire and hold shares or stock units (excluding PSUs) of our common stock with an aggregate value at least equal to a specified multiple of their base salary. Stock options (whether vested or unvested) are not counted in the ownership calculation. In January 2022, the Compensation Committee amended the guidelines to exclude PSUs from the ownership calculation and, in view of the significant impact of the change, adopted a transition guideline providing all of our senior executives five years to reach the required multiple of base salary.

The current multiples for our named executive officers are as follows:

Named Executive Officer	Ownership Level (as a multiple of base salary)
CEO		6x
Other named executive officers		3x

As of February 28, 2022, all of our named executive officers were in compliance with our stock ownership guidelines.

Additional information concerning our stock ownership guidelines is available on our website under:

marshmclennan.com/about/corporate-governance.html

Holding Requirement for Equity-Based Awards

Under our stock ownership guidelines, our senior executives are required to hold shares of our common stock acquired in connection with the distribution of stock units or exercise of stock options (net of any tax withholding and, in the case of stock options, the exercise price) until the required multiple of base salary is reached. In addition, our senior executives may not sell any shares of our common stock, however acquired, unless their ownership interest after such sale is at or above the required multiple of base salary stipulated under our stock ownership guidelines.

TAX AND ACCOUNTING CONSIDERATIONS

Section 162(m) of the Internal Revenue Code generally disallows public companies a federal income tax deduction for compensation in excess of $1 million that is paid to certain former or current senior executives in any taxable year. Given the changes to Section 162(m) made by the Tax Cuts and Jobs Act, the incentive compensation and base salary over $1 million paid to our named executive officers for 2021 generally will not be tax deductible. The Compensation Committee reserves the right to award compensation that is not tax deductible.

We also structure compensation in a manner intended to avoid the incurrence of any additional tax, interest or penalties under Section 409A of the Internal Revenue Code governing the provision of nonqualified deferred compensation to our service providers. We account for stock-based compensation in accordance with FASB ASC Topic 718, which requires us to recognize compensation expense relating to share-based payments (such as stock options, PSU awards and RSU awards) in our financial statements. The recognition of this expense has not caused us to limit or otherwise significantly alter the equity-based compensation element of our executive compensation program. This is because we believe equity-based compensation is a necessary component of a competitive executive compensation program and fulfills important program objectives. The Compensation Committee considers the potential impact of FASB ASC Topic 718 on any proposed change to the equity-based compensation element of our program.

52 Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2022 Proxy Statement

EXECUTIVE COMPENSATION ^(Continued)

ADDITIONAL CONSIDERATIONS

This Compensation Discussion and Analysis includes statements regarding the use of various performance measures and related target levels in the limited context of our executive compensation program. These target levels are not intended to be statements of management’s expectations of our future financial results or other guidance. Investors should not apply these target levels in any other context.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed with management the preceding Compensation Discussion and Analysis, as well as the accompanying compensation tables and related narratives. Based on that review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated into the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

SUBMITTED BY THE COMPENSATION COMMITTEE OF THE COMPANY’S BOARD OF DIRECTORS

Steven A. Mills (Chair)	Deborah C. Hopkins
Oscar Fanjul	Morton O. Schapiro
H. Edward Hanway	R. David Yost

Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2022 Proxy Statement 53

EXECUTIVE COMPENSATION ^(Continued)

COMPENSATION OF EXECUTIVE OFFICERS

2021 SUMMARY COMPENSATION TABLE

The following table provides information regarding the compensation of our President and Chief Executive Officer, our Chief Financial Officer and our three other most highly-compensated executive officers who were executive officers as of December 31, 2021.

Name & Principal Position (1)	Year		Salary ($)		Bonus ($)		Stock Awards ($) (2)		Option Awards ($) (2)		Non-Equity Incentive Plan Compensation ($) (3)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (4)		All Other Compensation ($) (5)		Total ($) (6)
Daniel S. Glaser		2021		1,500,000		—		6,528,663		6,250,006		7,000,000		—		241,034		21,519,703
President and CEO, Marsh & McLennan Companies, Inc.		2020		1,500,000		—		6,177,971		5,750,013		5,500,000		394,740		373,255		19,695,980
		2019		1,500,000		—		5,750,140		5,750,017		6,500,000		470,095		361,445		20,331,697
Mark C. McGivney		2021		800,000		—		1,566,914		1,500,011		2,400,000		—		69,630		6,336,555
Chief Financial Officer, Marsh McLennan		2020		800,000		—		1,504,296		1,400,006		2,000,000		170,414		69,195		5,943,911
		2019		787,500		—		1,250,110		1,250,002		2,100,000		192,545		68,398		5,648,555
John Q. Doyle		2021		1,000,000		—		1,775,868		1,700,002		4,800,000		—		84,649		9,360,519
President and Chief Executive		2020		1,000,000		—		1,719,104		1,600,013		3,800,000		—		83,195		8,202,312
Officer, Marsh and Vice Chair, Marsh McLennan		2019		1,000,000		—		1,400,086		1,400,007		4,000,000		—		90,339		7,890,432
Martine Ferland		2021		850,000		—		1,253,604		1,200,014		3,000,000		2,565		79,487		6,385,670
President and Chief Executive Officer,		2020		850,000		—		1,074,424		1,000,013		2,100,000		42,565		78,728		5,145,730
Mercer and Vice Chair, Marsh McLennan		2019		808,333		—		2,000,135		1,000,005		2,000,000		47,514		605,972		6,461,959
Peter C. Hearn		2021		800,000		—		940,173		900,016		3,200,000		—		67,822		5,908,011
President and Chief Executive		2020		800,000		—		967,020		900,020		3,000,000		—		67,827		5,734,867
Officer, Guy Carpenter and Vice Chair, Marsh McLennan		2019		800,000		—		875,168		875,016		3,050,000		—		69,053		5,669,237

(1) Mr. Doyle was appointed Group President and Chief Operating Officer on January 1, 2022. As indicated in the Compensation Discussion and Analysis, Mr. Hearn completed service as President and CEO of Guy Carpenter effective December 31, 2021, after which date he was no longer an executive officer of the Company.

(2) The amounts reported in the “Stock Awards” and “Option Awards” columns represent the grant date fair value of the awards for the years ended December 31, 2021, December 31, 2020 and December 31, 2019, respectively, computed in accordance with FASB ASC Topic 718. The amounts reported in the “Stock Awards” column represent PSU awards for 2021 and 2020 and PSU and RSU awards for 2019. The grant date fair value reported for the 2021 PSU awards is based on performance at the target level and, as calculated in accordance with ASC Topic 718, is determined using a Monte Carlo simulation model since payouts are based in part on a relative total stockholder return (“TSR”) modifier, which is a market condition. As stated in the description of the PSU awards following the “2021 Grants of Plan-Based Awards Table” on page 58, the payout based on maximum performance is 200% of the target level, which, if achieved, would correspond to the values reported in the table below, holding constant the grant date fair value of the Company’s common stock. The assumptions used in calculating the amounts reported for awards granted in 2021 are included in footnote 9 to the Company’s audited financial statements for the fiscal year ended December 31, 2021, included in the Company’s Annual Report on Form 10-K filed with the SEC on February 16, 2022. The assumptions used in calculating the amounts reported for awards granted prior to 2021 are included in the footnote captioned “Stock Benefit Plans” to the Company’s audited financial statements for the relevant fiscal year, included in the Company’s Annual Reports on Form 10-K previously filed with the SEC. The amounts reported in these columns may differ slightly from the corresponding amounts shown in the “2021 Grants of Plan-Based Awards Table” on page 58 due to rounding to the nearest whole dollar as required by SEC rules. In addition, the amounts reported in these columns may differ slightly from the amounts disclosed in the “2021 and 2022 Annual Total Direct Compensation of Named Executive Officers” section on page 31 of the Compensation Discussion and Analysis due to rounding to the nearest whole share.

54 Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2022 Proxy Statement

EXECUTIVE COMPENSATION ^(Continued)

Name	Year		Grant Date Fair Value of Performance Stock Unit Awards Granted Assuming Target Performance (100%) ($)		Grant Date Fair Value of Performance Stock Unit Awards Granted Assuming Maximum Performance (200%) ($)
Mr. Glaser		2021		6,528,663		13,057,326
		2020		6,177,971		12,355,943
		2019		2,875,070		5,750,140
Mr. McGivney		2021		1,566,914		3,133,827
		2020		1,504,296		3,008,592
		2019		625,055		1,250,109
Mr. Doyle		2021		1,775,868		3,551,736
		2020		1,719,104		3,438,209
		2019		700,043		1,400,086
Ms. Ferland		2021		1,253,604		2,507,209
		2020		1,074,424		2,148,848
		2019		500,044		1,000,088
Mr. Hearn		2021		940,173		1,880,345
		2020		967,020		1,934,040
		2019		437,584		875,167

(3) The amounts reported in the “Non-Equity Incentive Plan Compensation” column represent the amounts received for annual bonus awards, as described in the “Annual Bonus” section on page 36 of the Compensation Discussion and Analysis. The awards earned in respect of 2021 were determined by the Compensation Committee at its meeting on February 23, 2022 and were paid on February 28, 2022.

(4) The amounts reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column represent the increase, if any, in the present value of the named executive officers’ benefits (both vested and unvested) under the tax-qualified Marsh & McLennan Companies Retirement Plan, the Company’s Benefit Equalization Plan, the Company’s Supplemental Retirement Plan and the Company’s UK Pension Fund. For 2021, the amount reported for each named executive officer reflects changes in age and service, the interest rate and the mortality assumption projecting longer life expectancies, and any change in base salary. In 2021, the amounts for Mr. Glaser and Mr. McGivney were negative (-$29,723 and -$27,220, respectively); as required by SEC rules, the negative change is shown in the 2021 Summary Compensation Table as zero. The assumptions used in calculating the amounts reported are included in footnote 8 to the Company’s audited financial statements for the fiscal year ended December 31, 2021, included in the Company’s Annual Report on Form 10-K filed with the SEC on February 16, 2022. The Company’s retirement programs are described in further detail in “Defined Benefit Retirement Program” on page 61. No named executive officer received preferential or above-market earnings on deferred compensation. The Company discontinued future service accruals in the U.S. Retirement Program effective December 31, 2016 and discontinued future service accruals in the UK Pension Fund effective August 1, 2014. Ms. Ferland’s change in pension value has been converted from British pounds into U.S. dollars at the average currency exchange rate for 2021 used by the Company for financial reporting purposes in accordance with U.S. GAAP (£1 = $1.37593667).

(5) The following items are reported in the “All Other Compensation” column for the named executive officers in 2021:

All Other Compensation

Name	Company Contributions to Defined Contribution Plans ($) (a)		Employee Stock Purchase Plan Interest ($) (b)		Financial Planning and Income Tax Preparation ($) (c)		Personal Use of Corporate Aircraft ($) (d)		Personal Use of Car Service ($) (e)		Other ($) (f)		Total ($)
Mr. Glaser		105,000		0		13,195		82,795		40,044		0		241,034
Mr. McGivney		56,000		0		13,195		0		435		0		69,630
Mr. Doyle		70,000		0		13,195		0		1,454		0		84,649
Ms. Ferland		59,500		0		11,775		0		0		8,212		79,487
Mr. Hearn		56,000		47		11,775		0		0		0		67,822

(a) These amounts include the Company’s matching contributions under the Company’s 401(k) Savings & Investment Plan and Supplemental Savings and Investment Plan (SSIP) attributable to 2021. The Company’s 401(k) Savings & Investment Plan is a tax-qualified defined contribution plan. The SSIP is a nonqualified defined contribution plan and is described in further detail in the “2021 Nonqualified Deferred Compensation Table” section on page 63.

(b) This amount represents interest credited on the named executive officer’s account within the Company’s tax-qualified employee stock purchase plan.

Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2022 Proxy Statement 55

EXECUTIVE COMPENSATION ^(Continued)

(c) These amounts represent the cost to the Company of offering personal financial planning and tax preparation services to the named executive officers. The imputed income attributable to these services was taxable income to the named executive officer. The taxes associated with this income were not reimbursed or paid by the Company.

(d) This amount represents the incremental cost to the Company of Mr. Glaser’s personal use of corporate aircraft, in which the Company owns fractional interests, in accordance with his employment letter. The incremental cost has been calculated by adding the incremental variable costs associated with personal flights (including hourly charges, taxes, passenger fees, international fees and catering). The imputed income attributable to his personal use of corporate aircraft was taxable income to Mr. Glaser. The taxes associated with this income were not reimbursed or paid by the Company.

(e) This amount represents the approximate cost to the Company of Mr. Glaser’s, Mr. McGivney’s and Mr. Doyle’s personal use of a car and driver, including work/home travel. The imputed income attributable to this use was taxable income to Mr. Glaser, Mr. McGivney and Mr. Doyle. The taxes associated with this income were not reimbursed or paid by the Company.

(f) This amount represents the payment by the Company of the tax preparation fees including reimbursement of taxes in connection with Ms. Ferland’s prior relocation from the UK to New York City.

(6) The total amounts reported in this column may not equal the sum of amounts reflected in the preceding columns due to rounding to the nearest whole dollar as required by SEC rules.

Employment Letters

The Company has employment letters with each of the named executive officers that follow a common template, approved by the Compensation Committee, and include the following principal terms:

_• Base salary, target annual bonus and target annual long-term incentive (“LTI”) award, and applicable payment ranges. Actual annual bonus payments and annual LTI awards are based on factors described in the “Annual Bonus” section on page 36 and “Annual LTI Awards” section on page 42 of the Compensation Discussion and Analysis;

_• Participation in the Company’s Senior Executive Severance Pay Plan, as described in the “Severance Arrangements” section on page 49 of the Compensation Discussion and Analysis and the “Potential Payments Upon Termination or Change in Control” section on page 64; and

_• Noncompetition, nonsolicitation and confidentiality covenants in favor of the Company.

Mr. Glaser’s Employment Arrangements

Mr. Glaser’s current terms of employment as our President and Chief Executive Officer, as approved by the Compensation Committee, are as follows:

_• an annual base salary of $1,500,000;

_• an annual bonus with a target level of $3,750,000;

_• an annual LTI award with a target grant date fair value of $11,000,000;

_• continued participation in the Senior Executive Severance Pay Plan; and

_• access to a car and driver for business and personal use, including work/home travel, and to corporate aircraft in which we maintain fractional interests, for business and personal travel (with such personal air travel limited to an amount not to exceed $130,000 per calendar year as determined based on the aggregate incremental cost of such travel to the Company). Mr. Glaser’s prior use of corporate aircraft to attend board meetings of another entity was not counted towards the $130,000 limit.

In consideration for his employment arrangements, Mr. Glaser entered into noncompetition and nonsolicitation covenants in favor of the Company for the duration of his employment and for 24 months following his termination of employment.

Mr. Doyle’s Employment Arrangements

Mr. Doyle’s employment letter generally follows the common template for our named executive officers described above. In connection with his promotion to President and Chief Operating Officer, the Compensation Committee approved additional provisions in recognition of his increased responsibilities in such role. The additional provisions in Mr. Doyle’s employment letter include access to a car and driver for business and personal use, including work/home travel.

In connection with his promotion, Mr. Doyle was granted a stock unit award of $1 million on January 1, 2022 that is scheduled to cliff-vest on January 15, 2025.

56 Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2022 Proxy Statement

EXECUTIVE COMPENSATION ^(Continued)

Mr. Hearn’s Employment Arrangements

Mr. Hearn completed service as President and CEO of Guy Carpenter and as an executive officer of the Company effective December 31, 2021 and continues in his role as Vice Chair of the Company. Mr. Hearn’s current terms of employment as Vice Chair, as approved by the Compensation Committee, include an annual base salary of $800,000 effective January 1, 2022 and an annual bonus with a target level of $1,500,000 for the 2022 performance year. Mr. Hearn is not be eligible for any severance benefits upon the conclusion of his employment.

In connection with his continued employment as Vice Chair, Mr. Hearn was granted an annual LTI award of $230,000 on February 23, 2022, which comprised 25% stock options, 25% PSUs and 50% RSUs.

Marsh & McLennan Companies, Inc. Notice of Annual Meeting and 2022 Proxy Statement 57

EXECUTIVE COMPENSATION ^(Continued)

2021 GRANTS OF PLAN-BASED AWARDS TABLE

The following table provides information on the grants of plan-based awards made to the named executive officers in 2021. Amounts shown under the “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” columns relate to the target annual cash bonus opportunities in respect of 2021. The terms and conditions of these awards are described in the “Annual Bonus” section on page 36 of the Compensation Discussion and Analysis. The remaining columns relate to plan-based equity-based awards granted in 2021 under the 2020 Incentive and Stock Award Plan. The equity-based awards consist of PSU awards and stock options with respect to shares of the Company’s common stock. The terms and conditions of these awards are described in the narrative following this table.

			Estimated Future Payouts Under Non- Equity Incentive Plan Awards						Estimated Future Payouts Under Equity Incentive Plan Awards (3)						All Other Stock Awards: Number of Shares of Stock or Units (#)	All Other Option Awards: Number of Securities Underlying Options (#) (4)		Exercise or Base Price of Option Awards ($/Sh) (5)		Closing Stock Price on Date of Grant ($/Sh) (5)		Grant Date Fair Value of Stock and Option Awards ($) (6)
(a)	(b) (1)		(c)		(d) (2)		(e)		(f)		(g)		(h)			(i)		(j)		(k)		(l)
Name	Grant Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)
Daniel S. Glaser				0		3,750,000		7,500,000
		2/22/2021								0		53,178		106,356									6,528,663
		2/22/2021															280,919		117.530		118.390		6,250,006
Mark C. McGivney				0		1,300,000		2,600,000
		2/22/2021								0		12,763		25,526									1,566,914
		2/22/2021															67,421		117.530		118.390		1,500,011
John Q. Doyle				0		2,500,000		5,000,000
		2/22/2021								0		14,465		28,930									1,775,868
		2/22/2021															76,410		117.530		118.390		1,700,002
Martine Ferland				0