Carmen Fernandez
About Carmen Fernandez
Carmen Fernandez, age 51, is Senior Vice President and Chief People Officer (CHRO) of Marsh McLennan, appointed in January 2021 after 15 years in HR leadership roles across the firm (Deputy CHRO; CHRO of Guy Carpenter; HR leader roles at Mercer). Earlier career stops include investment banking at Goldman Sachs and Bank of America, and consulting at PwC . During her tenure as CHRO, MMC delivered strong multi-year performance: 2024 revenue of $24.5B (+8% GAAP), underlying revenue +7%, GAAP operating income +10%, adjusted operating income +11% with the 17th consecutive year of adjusted margin expansion; TSR was 13.7% in 2024 and five‑year annualized TSR was 15.5% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Marsh McLennan | Deputy CHRO; CHRO of Guy Carpenter; HR leadership roles at Mercer | 15 years prior to Jan 2021 | Built global human capital capabilities across MMC businesses |
| Marsh McLennan | Senior Vice President & CHRO (Company-wide) | Jan 2021–present | Leads global people strategy, talent, succession, compensation & culture |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Goldman Sachs | Investment banking | Not disclosed | Finance and capital markets experience |
| Bank of America | Investment banking | Not disclosed | Transactional and corporate finance exposure |
| PwC | Consultant | Not disclosed | Advisory and organizational expertise |
Fixed Compensation
- MMC does not disclose Carmen’s individual salary/bonus in the proxy (not a Named Executive Officer). Senior executives’ pay structure comprises base salary, annual cash bonus, and annual long-term equity awards under a common employment letter template .
- Base salary set considering role, experience, market competitiveness, and internal equity; annual adjustments reviewed each February by the Compensation Committee .
- Annual LTI awards are typically 50% nonqualified stock options and 50% performance stock units (PSUs), determined annually by the Compensation Committee .
Performance Compensation
Senior executive incentives emphasize company financial outcomes and individual strategic objectives. For corporate senior executives (e.g., CHRO), the annual bonus framework allocates 70% to financial performance (Company net operating income) and 30% to strategic objectives; payouts are further multiplied by an EPS-based company multiplier (0.70x–1.30x) .
| Measure | Weighting | 2024 Target | 2024 Actual | Payout Factor/Multiplier | Notes |
|---|---|---|---|---|---|
| Company Net Operating Income | 70% (corporate senior executives) | 108.0% of prior-year NOI | 113.0% of prior-year NOI | 123.2% factor | Company outcome used in bonus calculations; CHRO weighting per framework |
| Strategic Objectives | 30% (corporate senior executives) | Objectives set at start of year | Assessed above target in aggregate for NEOs | Up to 150% factor | Committee uses qualitative assessment; applies similarly for senior executives |
| EPS Growth (Company Multiplier) | Multiplier | 8% target adjusted EPS | 10.6% adjusted EPS | 1.30x multiplier | Applies to all senior exec annual bonuses |
Long-term incentives:
- PSUs: Three-year annualized adjusted EPS growth with relative TSR modifier vs S&P 500 constituents; payout 0–200% of target; 2022 PSU awards paid at 200% (EPS 14.6% annualized; TSR at 65th percentile → 1.15x modifier, capped by 200% maximum) .
- Options: Reward stock price appreciation; strike price set at fair market value at grant; vesting over four years .
Equity Ownership & Alignment
| Policy | Requirement | Compliance & Enforcement |
|---|---|---|
| Senior Executive Stock Ownership | 3x base salary in shares/stock units (excluding PSUs); 5-year transition period post-guideline change | Must hold shares acquired from awards or option exercises until guideline met/maintained; excludes options and PSUs from ownership calculation |
| Holding & Trading | Preclearance required; insider trading windows enforced | Company Trading Securities Policy and specific executive trading policy filed with 10-K exhibits; 10b5‑1 procedures in place |
| Hedging & Pledging | Prohibited for executives and directors | No hedging/short-term trading; pledging barred |
| Clawbacks | SEC/NYSE mandatory clawback; additional “detrimental conduct” clawback | Enables recoupment of erroneously awarded compensation or detrimental conduct; awards subject to clawback |
Note: MMC reports NEO guideline compliance; Carmen’s individual ownership levels are not disclosed in the proxy. Executives have five years to reach guideline levels after the 2022 change .
Employment Terms
| Term | Details | Economics |
|---|---|---|
| Severance (Senior Executive Severance Pay Plan) | Involuntary termination without cause: 1x base salary + 1x three-year average bonus + pro‑rata target bonus for year of termination; 12 months medical/dental at active rates; 12 months outplacement | Uniform 1x multiple across senior executives; stockholder approval required for cash severance >2.99x salary+bonus |
| Change-in-Control | Double‑trigger required (CIC + qualifying termination) for severance and accelerated vesting; no excise tax gross‑ups | Equity awards accelerate only if not assumed or upon CIC+termination; severance follows plan terms |
| Non‑Compete/Non‑Solicit | Post‑termination restrictive covenants in employment letters; 12‑month non‑compete/non‑solicit for senior executives (CEO is 24 months) | Reinforces retention and protects IP/client/employee relationships |
Additional Program Design Features (Risk Controls)
- No option/SAR repricing without stockholder approval; 10-year max term; fair market value exercise prices .
- Minimum one‑year vesting for 95% of awards; no evergreen; no liberal “change in control” definition .
- Annual grant timing in February; safeguards against MNPI affecting grants .
Performance & Track Record (Company Context)
- 2024: Revenue $24.5B (+8% GAAP), underlying revenue +7%; GAAP operating income +10%; adjusted operating income +11%; 17-year streak of adjusted margin expansion .
- TSR: 2024 TSR 13.7%; five-year annualized TSR 15.5% .
- Capital deployment: $11.8B in 2024 including $7.5B McGriff acquisition; dividend raised 15% ($1.5B total); ~$900M buybacks .
Investment Implications
- Alignment: Strong pay-for-performance architecture (NOI and EPS multipliers; PSU EPS growth with TSR modifier), robust ownership requirements, prohibited hedging/pledging, and dual clawbacks support investor alignment and reduce misaligned risk-taking .
- Retention risk: Competition for executive talent remains intense; MMC explicitly raised targets to remain competitive, implying continued focus on retention economics for senior leaders like the CHRO .
- Selling pressure: Holding requirements until ownership multiples are met, plus trading preclearance and window policies, mitigate discretionary insider selling pressure; absence of pledging reduces forced‑sale risks in stress scenarios .
- Change‑of‑control economics: Double‑trigger vesting and a standardized 1x severance multiple minimize golden‑parachute concerns and curb event‑driven windfall risks .
Note: Carmen Fernandez’s individual compensation, grant sizes, and share ownership are not reported in the proxy (not an NEO). Analysis reflects MMC’s senior executive policies applicable to her role, and company-level performance outcomes in 2024. All statements and figures are sourced to MMC’s 2025 Proxy and 2024 10‑K/10‑Q filings.