Dean Klisura
President and Chief Executive Officer, Guy Carpenter at MMC
Executive
About Dean Klisura
Dean M. Klisura is President & Chief Executive Officer of Guy Carpenter and a Vice Chair of Marsh McLennan, appointed effective January 1, 2022, after previously serving as President of Guy Carpenter . In 2024, Guy Carpenter delivered 8% underlying revenue growth, record new business with a >50% win rate, and launched Global Capital & Advisory and Global Life & Health practices, indicating strong execution under Klisura’s leadership . MMC’s broader performance context includes 2024 TSR of 13.7% and five‑year annualized TSR of 15.5%, with 2024 revenue of ~$24.5B (+8% GAAP), GAAP EPS +9% and adjusted EPS +10% . Pay-for-performance alignment is reinforced by PSU designs tied to three‑year annualized adjusted EPS (target 8%) and a relative TSR modifier; the 2022 PSU cycle paid 200% on 14.6% annualized adjusted EPS growth (TSR at 65th percentile; modifier capped) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Guy Carpenter (MMC) | President & CEO | 2022–present | 8% underlying revenue growth; record new business (>50% win rate); launched Global Capital & Advisory and Life & Health; strengthened operating committee and people strategy |
External Roles
- Not disclosed in the proxy; skip.
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | $800,000 | $800,000 |
| All Other Compensation ($) | $68,600 | $70,475 |
2025 Compensation Committee decisions for Klisura:
- Base salary: $900,000 (+13% vs 2024)
- Annual LTI target: $2,000,000 (+11% vs 2024)
- Annual bonus award: $3,800,000 (actual for 2024 performance, paid Feb 2025)
Performance Compensation
| Component | Metric(s) | Weighting | Target | Actual | Payout/Factor | Vesting |
|---|---|---|---|---|---|---|
| Annual Bonus (2024) | Business net operating income (Guy Carpenter); strategic objectives; Company EPS multiplier | 80% financial / 20% strategic for business CEOs | NOI target set at 108% of prior year | 103.2% of target NOI; strategic above target; Company adjusted EPS multiplier 1.30x (10.6% vs 8% target) | Financial performance factor 116.0%; overall payout capped at 200% of target (Klisura paid 200%) | Cash (paid Feb 28, 2025) |
| PSUs (2024 grant) | Three‑year annualized adjusted EPS growth; relative TSR vs S&P 500 constituents | 50% of LTI | EPS target 8%; TSR target 50th percentile | 2022 cycle result: 14.6% annualized EPS; TSR 65th percentile | 2022 PSUs paid 200% (TSR modifier capped) | 2024 PSUs vest Feb 28, 2027 |
| Stock Options (2024 grant) | Stock price appreciation | 50% of LTI | N/A | N/A | N/A | 18,074 options @ $200.468 exercise, vest 25% annually on 2/22/2025–2028; expire 2/21/2034 |
2023–2024 Compensation Detail
| Metric | 2023 | 2024 |
|---|---|---|
| Non-Equity Incentive Plan (Annual Bonus) ($) | $3,450,000 | $3,800,000 |
| Stock Awards – PSUs (Grant-Date FV) ($) | $910,535 | $988,025 |
| Option Awards (Grant-Date FV) ($) | $875,009 | $900,017 |
| Total Compensation ($) | $6,176,161 | $6,591,139 |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership (sole) | 28,056 shares |
| Beneficial ownership (other/indirect/plan units/options within near-term window) | 77,708 shares |
| Total beneficial ownership | 105,764 shares |
| Options exercisable by Apr 30, 2025 | 76,058 shares |
| Outstanding PSUs at FY-end (max case counts) | 2022: 9,910; 2023: 10,662; 2024: 8,980 |
| 2024 option grant terms | 18,074 options; $200.468 exercise; vest 25% annually 2025–2028; expire 2/21/2034 |
| Shares acquired on vesting in 2024 | 11,699 shares; value $2,448,997 |
| Option exercises in 2024 | 9,994 shares; value realized $1,317,259 |
| Stock ownership guidelines | 3x base salary for NEOs; Klisura above required multiple as of Feb 28, 2025 |
| Hedging/pledging | Prohibited for directors and senior executives |
Employment Terms
- Severance: Senior Executive Severance Pay Plan at 1x base salary + 3-year average bonus + pro‑rata bonus; 12 months medical/dental at active rates; outplacement; subject to release and restrictive covenants .
- Change in control: Double‑trigger for severance and accelerated equity vesting; no excise tax gross‑ups; consistent CIC definitions across plans .
- Restrictive covenants: Non‑compete and non‑solicit for 12 months post‑termination (CEO: 24 months); perpetual confidentiality .
- Clawbacks: SEC/NYSE‑mandated financial restatement clawback plus Committee discretionary clawback for detrimental conduct .
- Insider trading: Pre‑clearance and 10b5‑1 policy; option grants during designated periods disclosed (Klisura: 18,074 options on Feb 22, 2024 at $200.468) .
Estimated Payments (as of 12/31/2024)
| Scenario | Total Cash Payment ($) | Unvested Stock Awards ($) | Unvested Options ($) | Dividend Equivalents ($) | Welfare & Retirement ($) | Total ($) |
|---|---|---|---|---|---|---|
| Involuntary termination without cause | 7,450,000 | 3,713,352 | 266,613 | 105,860 | 16,849 | 11,552,674 |
| CIC + qualifying termination | 5,550,000 | 5,323,419 | 1,967,506 | 137,443 | 16,849 | 12,995,218 |
| Death | 1,900,000 | 5,323,419 | 1,967,506 | 137,443 | 0 | 9,328,369 |
| Disability | 1,900,000 | 5,523,722 | 1,967,506 | 139,650 | 0 | 9,530,878 |
Compensation Structure Analysis
- High variable pay mix: Klisura’s 2024 compensation is predominantly performance-based (bonus + equity), aligned to Company and segment NOI, adjusted EPS, and relative TSR .
- Equity mix: 50% PSUs (EPS/TSR) + 50% options (stock price) drives long‑term alignment; PSU cap at 200% mitigates risk; options have 10‑year life and multi‑year vesting .
- Year-over-year (2023→2024): Total pay rose 6.7%; bonus +10.1%; stock/option grant values modestly higher; salary flat, indicating merit increases emphasized in 2025 decision set (base to $900k) .
- Ownership alignment: Above guideline; hedging/pledging prohibited; holding requirements apply until guideline met .
- Clawbacks and no CIC gross-ups: Shareholder-friendly governance features reduce misalignment risk .
Related Programs and Benefits
- Pension: Present value of accumulated U.S. defined benefit retirement program = $1,374,447; eligible for early retirement; survivor benefit present value $943,975 .
- Deferred compensation: SSIP aggregate balance $1,660,797; 2024 executive contributions $27,300; Company contributions $31,850; earnings $294,124 .
Compensation Peer Group (benchmarking context)
- Insurance brokers: Aon (AON), Willis Towers Watson (WTW), Arthur J. Gallagher (AJG). Insurance carriers: AIG, Chubb (CB), Travelers (TRV). Consulting/business services: Accenture (ACN), S&P Global (SPGI), ADP .
Say-on-Pay & Shareholder Feedback
- 2024 approval: 93% support; ongoing engagement with institutions representing ~58% of voting power; feedback shared with Board/Committees .
- 2023 approval: 65% support (notable dip); Committee addressed design and engagement in subsequent cycle .
Investment Implications
- Alignment and retention: Strong at‑risk pay tied to EPS/TSR and segment NOI, above‑guideline ownership, and prohibitions on hedging/pledging support alignment and reduce misalignment risk; double‑trigger CIC and clawbacks further de‑risk .
- Near-term supply signals: Annual option tranches vest each Feb (2025–2028) and PSUs settle around Feb 28, 2026 and Feb 28, 2027, implying potential periodic selling pressure from exercises/settlements subject to 10b5‑1 plans; 2024 exercised ~9,994 options; vested ~11,699 shares .
- Execution track record: Guy Carpenter’s 8% underlying revenue growth, record new business, and product/practice expansions suggest continued value creation in reinsurance advisory under Klisura .
- Governance quality: No CIC tax gross‑ups, PSU caps, no repricing, minimum one‑year vesting on ≥95% of awards, and strong shareholder engagement favor long‑term investor alignment .