Deborah Hopkins

About Deborah C. Hopkins

Deborah C. Hopkins (age 70) has served on Marsh McLennan’s Board since 2017 and is an independent director. She is Chair of the Finance Committee and serves on the Directors & Governance and Executive Committees. Hopkins is the former CEO of Citi Ventures and Citigroup’s first Chief Innovation Officer, and previously served as CFO of Lucent Technologies and The Boeing Company; she holds a B.A. in Accounting from Walsh College and honorary doctorates from Westminster College and Walsh College .

Past Roles

Organization	Role	Tenure	Committees/Impact
Citigroup	Chief Innovation Officer; CEO, Citi Ventures; Chief Operations & Technology Officer; Chief Information Security Officer; Senior Advisor to Corporate & Investment Bank	Not disclosed	Led innovation investing and enterprise technology/cyber initiatives
Lucent Technologies	Chief Financial Officer	Not disclosed	Senior finance leadership
The Boeing Company	Chief Financial Officer	Not disclosed	Senior finance leadership
General Motors; Unisys; Ford	Senior-level roles (started career at Ford)	Not disclosed	Strategy, finance and operations experience

External Roles

Company/Institution	Role	Public/Private	Committees/Notes
Union Pacific Corporation	Director	Public	Current board; potential interlock with another MMC director (see below)
Bridge Investment Group	Director	Public	Current board
Deep Instinct	Director	Private	Cybersecurity company
Compass Digital Acquisition Corp	Director	Public (SPAC)	Prior service
Virtusa Corporation	Director	Public (during prior tenure)	Prior service
Qlik Technologies; E.I. DuPont de Nemours & Co.; Dendrite International	Director	Public (historical)	Former directorships

Board Governance

Independence and leadership: Hopkins is independent; Board has an independent Chair and only the CEO is non-independent .
Committee assignments (2024 meetings): Finance (Chair; 5 meetings), Directors & Governance (6), Executive (0 in 2024). Other committee meeting counts for context: Audit (11), Compensation (6), Business Responsibility (5) .
Attendance: In 2024, the Board held 11 meetings; average director attendance ~96%, and all directors attended at least 75% of meetings of the Board and committees on which they served. All directors attended the 2024 annual meeting .
Executive sessions: Independent directors held six executive sessions in 2024, presided over by the Independent Chair .
Shareholder engagement: Company engaged with holders representing ~58% of voting power; ~30% accepted meetings; feedback shared with Board and committees .

Fixed Compensation (Director)

Element	Amount/Structure	Notes
Basic annual retainer (independent directors)	$140,000	Paid quarterly; choice of cash/stock/deferred
Committee chair retainer (Finance)	$20,000	Finance chair supplemental; Audit $30k; Comp $25k; other committees $20k; no fees for non-chair members
Independent Chair supplemental	$200,000	Not applicable to Hopkins
2024 cash fees (Hopkins)	$160,000	Reflects $140k base + $20k Finance Chair
Meeting fees	None	No meeting fees paid

Performance Compensation (Director Equity)

Grant Date	Instrument	Shares/Value	Pricing/Method	Vesting
June 1, 2024	Annual stock grant	971 shares ($200,000)	Per share price $206.055 (avg high/low on May 31, 2024); all directors granted same value	Vesting terms not specifically disclosed for directors; Hopkins elected to defer all shares

Director stock ownership guideline: 5x basic annual retainer (i.e., 5 × $140,000). Directors may not sell MMC shares until the threshold is met. Hedging and pledging are prohibited .
Performance metrics for director pay: None disclosed; director equity is not tied to financial/ESG metrics; structure emphasizes fixed cash retainer plus fixed-value equity .

Other Directorships & Interlocks

Entity	Overlap/Interlock	Note
Union Pacific Corporation	Interlock with MMC director Jane H. Lute	Both Hopkins and Lute serve on Union Pacific’s board, representing a board-level network channel; no related-party transaction disclosed at MMC arising from this interlock .
Bridge Investment Group	Hopkins is a director	No MMC related-party transactions disclosed with Bridge .

Expertise & Qualifications

Finance and accounting: Former CFO at Boeing and Lucent; significant financial leadership experience .
Technology and cybersecurity: Former Citigroup Chief Innovation Officer and Chief Information Security Officer; board role at a cybersecurity company (Deep Instinct) .
Strategy and M&A: Former Head of Corporate Strategy & M&A at Citigroup; CEO of Citi Ventures .
Education: B.A. in Accounting (Walsh College); honorary doctorates (Westminster College; Walsh College). Recognitions include Fortune’s 10 most powerful women (twice) and Institutional Investor Top 50 (2011–retirement) .

Equity Ownership

Holder	Shares – Sole Voting/Investment	“Other” Holdings (deferred/benefit plans)	Total Beneficial Ownership	Notes
Deborah C. Hopkins	0	18,670	18,670	Includes stock units/deferred shares under director/benefit plans; directors prohibited from hedging/pledging .
Deferred shares detail (12/31/2024)	—	18,604 deferred shares	—	Hopkins elected to defer receipt of all 2024 grant shares; dividend equivalents reinvested .

Ownership guidelines (directors): 5x basic retainer; policy prohibits hedging and pledging; directors must attain threshold before selling. Individual compliance status by director is not disclosed in the proxy .

Governance Assessment

Strengths/green flags:
- Independent director with deep finance, technology, and cybersecurity expertise; chairs Finance Committee (capital structure, M&A oversight relevance) .
- Clean related-party profile for Hopkins (no Hopkins-related transactions disclosed); company enforces Related Person Transaction policy via Directors & Governance Committee .
- Director pay structure is simple and investor-aligned (no meeting fees; fixed-value equity; 5x ownership guideline; hedging/pledging prohibited) .
- Board-level accountability: majority voting with resignation policy; independent chair; robust attendance and executive sessions .
- Shareholder sentiment: Say-on-Pay support of 93% in 2024; active investor outreach program .
Watch items/RED FLAGS (none acute disclosed):
- Board interlock: Concurrent Union Pacific directorship with another MMC director (Jane Lute) creates a network interlock; no conflicts disclosed, but monitor for information flow sensitivities and potential perceptions of groupthink or cross-board influence .
- Multi-board commitments: Company guidelines limit public board service (≤4 for independents); Hopkins appears within limits; continue to monitor total time commitments at Union Pacific and Bridge Investment Group .
Compensation committee governance context:
- Compensation Committee chaired by Steven A. Mills; uses Pay Governance LLC as independent consultant; Committee assessed no conflicts of interest with the consultant .
- Strong clawback policies aligned with NYSE/SEC requirements, plus additional detrimental conduct recoupment; double-trigger CIC; no excise tax gross-ups .

Appendix: Committee Assignments (current)

Committee	Hopkins Role
Finance	Chair
Directors & Governance	Member
Executive	Member

Appendix: 2024 Director Compensation (Hopkins)

Component	Amount
Fees earned/paid in cash	$160,000 (base + Finance Chair)
Stock awards	$200,000 (971 shares granted 6/1/2024 at $206.055 ref price; deferred)
All other compensation	—
Total	$360,000

Related-Party/Conflicts Check

MMC disclosed related-person items for 2024 involving Lloyd Yates (NiSource—Mercer services, ~$339,000) and compensation to the CFO’s daughter (Oliver Wyman associate, ~$158,000). No related-party transactions were disclosed for Hopkins .