H. Edward Hanway
Independent Chair of the Board at MMC
Board
About H. Edward Hanway
Independent Chair of the Board at Marsh McLennan; former Chairman & CEO of CIGNA. Age 73; Director since 2010. Core credentials: multi‑decade insurance leadership, global operations, government/regulatory experience, and board governance; currently an independent director with no other public company boards listed.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CIGNA Corporation | Chairman & Chief Executive Officer | 2000–2009 | Led global health/benefits and insurance operations; industry leadership via AHIP, CAQH |
| CIGNA Corporation | President & Chief Operating Officer | 1999–2000 | Enterprise operations leadership |
| CIGNA HealthCare | President | 1996–1999 | Led U.S. healthcare business |
| CIGNA International | President | 1989–1996 | International expansion and oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| America’s Health Insurance Plans (AHIP) | Board Member (former) | n/a | Industry policy body |
| Council on Affordable Quality Healthcare (CAQH) | Chairman (past) | n/a | Standards and admin efficiency in healthcare |
| Drexel Neumann Academy | Trustee | current | Education non‑profit governance |
| Faith in the Future Foundation | Chairman (past) | n/a | Catholic education network governance |
Board Governance
- Role and independence: Independent Chair; independent director; MMC maintains split CEO/Chair structure with an independent chair. Hanway is a member of the Compensation, Directors & Governance, Finance, and Business Responsibility Committees, and chairs the Executive Committee.
- Committee activity and meeting cadence (2024): Audit 11; Compensation 6; Directors & Governance 6; Finance 5; Business Responsibility 5; Executive 0. Hanway serves on all except Audit and chairs Executive.
- Attendance and engagement: Board held 11 meetings; average director attendance ~96%; all directors attended ≥75% of their meetings and attended the 2024 annual meeting. Independent directors held six executive sessions in 2024, presided over by the Independent Chair.
- Stockholder alignment practices: Majority voting for directors; proxy access; 20% threshold to call special meetings; no poison pill; no meeting fees for non‑chair committee membership.
Hanway’s Committee Assignments (2024)
| Committee | Role | 2024 Meetings |
|---|---|---|
| Executive | Chair | 0 |
| Compensation | Member | 6 |
| Directors & Governance | Member | 6 |
| Finance | Member | 5 |
| Business Responsibility | Member | 5 |
Fixed Compensation (Independent Director Pay)
| Component | Amount | Notes |
|---|---|---|
| Basic annual retainer | $140,000 | Payable in cash/stock, quarterly |
| Supplemental retainer – Independent Chair | $200,000 | Additional to basic retainer |
| Committee chair retainers (if applicable) | $20,000–$30,000 | Audit $30k; Comp $25k; other committees $20k; Hanway’s 2024 cash reflects Independent Chair role (not a committee chair) |
| Meeting fees | $0 | No meeting fees; no retainers for non‑chair membership |
| Director | 2024 Fees Earned (Cash) | 2024 Stock Awards | Total |
|---|---|---|---|
| H. Edward Hanway | $340,000 | $200,000 | $540,000 |
Performance Compensation (Equity; Directors)
| Grant | Vehicle | Grant Value | Shares | Pricing/Notes |
|---|---|---|---|---|
| Annual director grant (6/1/2024) | Common stock | $200,000 | 971 | Valued at $206.055 per share (avg. high/low on 5/31/2024); same for all independent directors |
Directors’ equity is not performance‑conditioned; grants are made under the Directors’ Stock Compensation Plan, with optional deferral.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None listed (“N/A”) |
| Potential interlocks/conflicts | No Hanway‑related related‑party transactions disclosed by MMC |
| Related‑party policy | Transactions reviewed/approved by Directors & Governance Committee under MMC’s written policy. |
Expertise & Qualifications
- Skill matrix: Leadership; Financial; Industry (insurance/brokerage/benefits); International; Government Relations & Regulatory.
- Rationale: Former CEO of a major insurer with global and regulatory experience aligns with MMC’s risk, strategy, and people businesses.
Equity Ownership
| Holder | Beneficial Ownership (Total) | Sole Voting/Investment | Other (incl. plans/units) |
|---|---|---|---|
| H. Edward Hanway | 34,590 | 34,590 | 0 |
Additional alignment policies:
- Director ownership guideline: ≥5x the basic annual retainer; directors may not sell MMC shares until the threshold is attained.
- Hedging/pledging: Prohibited for directors and executives.
Compensation Committee Analysis (governance quality)
- Composition (2024): Steven A. Mills (Chair), H. Edward Hanway, Tamara Ingram, Morton O. Schapiro, Oscar Fanjul (not standing for re‑election in 2025). All members independent. Meetings: 6 (with executive sessions).
- Independent advisor: Pay Governance LLC; retained by and reports to the Committee; 2024 conflict‑of‑interest assessment concluded no conflicts.
- Scope: CEO and senior executive pay, incentive plans, clawbacks, talent/succession oversight; annual LTI approval cadence and grant timing controls.
Governance Assessment
-
Strengths
- Independent Chair since 2005 policy; clear separation of Chair/CEO roles; Hanway serves as Independent Chair.
- Broad committee exposure (Compensation, Governance, Finance, Business Responsibility) plus Executive Committee Chair enhances cross‑board coordination.
- Strong board process: majority voting, proxy access, no poison pill, annual evaluations, executive sessions.
- Attendance culture: ~96% average attendance; all directors met/ exceeded thresholds and attended the 2024 AGM.
- Shareholder alignment: director ownership guidelines; anti‑hedging/pledging; say‑on‑pay support 93% (2024).
-
Watch items
- Tenure/refreshment: Hanway has served since 2010; MMC applies a mandatory retirement policy at 75—relevant to continuity/succession planning at the Chair role.
- Executive Committee met 0 times in 2024; while common for standby committees, investors may scrutinize the necessity/utility of committee scope.
-
Conflicts/related‑party exposure
- No related‑party transactions disclosed involving Hanway; MMC operates a formal review policy.
-
Director compensation alignment
- Balanced cash/equity: $340k cash retainers (incl. Chair) + $200k equity; no meeting fees; equity not performance‑based but supports ownership alignment and can be deferred.
Say‑On‑Pay & Shareholder Feedback (context)
- 2024 say‑on‑pay support: 93%; management and the Compensation Committee conducted outreach to institutions representing ~58% of voting power; feedback shared with Board/committees.
Notes on Independence, Attendance, and Policies
- Independence: Board determined all directors except the CEO are independent under NYSE and MMC guidelines. Hanway is independent.
- Attendance: All directors met ≥75% and attended 2024 annual meeting; independent director executive sessions held six times.
- Policy environment: Anti‑hedging, anti‑pledging, ownership requirements, clawbacks for executives; robust special meeting rights and proxy access.
No insider trading Form 4 data or director‑specific hedging/pledging incidents were disclosed in the 2025 proxy. Related‑party disclosures did not identify any Hanway‑related transactions.