 | Steven A. Mills Chairman of the Compensation Committee of the Board of Directors Marsh McLennan 1166 Avenue of the Americas New York, New York 10036-2774 212 345 5000 www.mmc.com | |||||||
| February 22, 2024 John Q. Doyle Hand delivery | ||
Subject: Terms of Employment
Dear John,
This first amendment to the Letter Agreement, dated November 10, 2022, between you and Marsh & McLennan Companies, Inc. (the “Letter Agreement”), revises the terms and conditions of your employment as President and Chief Executive Officer of Marsh McLennan. The Letter Agreement will continue to govern your employment except as specified below:
1.Exhibit A to the Letter Agreement shall be deleted and replaced in its entirety with the attached Exhibit A.
The terms of this amendment are effective as of February 22, 2024. Please acknowledge your agreement with the terms of the Letter Agreement, as further amended by this third amendment, by signing and dating this and the enclosed copy and returning one to me.
Sincerely,
/s/ Steven A. Mills
Steven A. Mills
Chairman of the Compensation Committee of the Board of Directors
Marsh McLennan
Accepted and Agreed:
/s/ John Q. Doyle ______________
(Signature)
February 22, 2024 _____________
(Date)
1
Page 2
February 22, 2024
John Q. Doyle
Exhibit A
| Board or Committee Memberships | •The Board of the Greenberg School of Risk Management at St. John’s University •The Board of New York Police and Fire Widows and Children’s Benefit Fund •Inner-City Scholarship Fund | ||||
| Annual Base Salary | $1,500,000 effective as of April 1, 2024. | ||||
| Annual Target Bonus Opportunity | Bonus awards are discretionary. Target bonus of $3,750,000 commencing with the 2024 performance year (awarded in February 2025). Actual bonus may range from 0% - 200% of target, based on achievement of individual and Marsh McLennan performance objectives as Marsh McLennan may establish from time to time. | ||||
| Annual Target Long-Term Incentive Opportunity | Long-term incentive awards are discretionary. Target grant date fair value of $13,750,000, commencing with the award to be granted in 2024. | ||||
| Other Benefits | •You will have access to a car and driver for business purposes and personal use including work/home travel. •You will have access to corporate aircraft for personal travel, up to $130,000 in aggregate incremental cost each calendar year, as calculated by the Company for disclosure purposes for the Summary Compensation Table of the Company’s Proxy Statement; provided that this amount and calculation methodology will be reviewed from time to time and subject to adjustment to reflect market trends. The Company currently calculates incremental cost by totaling the incremental variable costs associated with personal flights on the aircraft (including hourly charges, taxes, passenger fees, international fees and catering) If the imputed income attributable to these benefits is taxable to you, then the taxes associated with this taxable income will not be reimbursed or paid by the Company. | ||||
2