Jane Lute
About Jane H. Lute
Jane H. Lute (age 68) has served as an independent director of Marsh McLennan (MMC) since 2020. She is Strategic Director at SICPA North America and previously served as U.S. Deputy Secretary of Homeland Security; her background includes senior roles at the United Nations in peacekeeping, peace building, and political affairs, and service in the U.S. Army and on the National Security Council staff. Lute holds a Ph.D. in political science from Stanford University and a J.D. from Georgetown University, bringing deep cybersecurity, regulatory, international, and risk management expertise to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Homeland Security | Deputy Secretary | Not disclosed | Senior leadership, national security and regulatory oversight |
| United Nations | Special Advisor to the Secretary-General; positions in peacekeeping, peace building, political affairs | Not disclosed | International governance, conflict resolution |
| Center for Internet Security | Chief Executive Officer | Not disclosed | Led cybersecurity services for state/local governments |
| U.S. Army; National Security Council | Officer; NSC staff | Not disclosed | Defense, strategy, and interagency coordination |
External Roles
| Entity | Role | Status | Notes |
|---|---|---|---|
| Union Pacific Corporation | Director | Current | Public company board |
| Shell plc | Director | Current | Public company board |
| Atlas Air Worldwide Holdings | Director | Prior | Prior public board service |
| SICPA North America | Strategic Director | Current | Secure authentication technologies |
Board Governance
- Independence: MMC’s Board is majority independent; all directors other than the CEO are independent. Lute is listed as “Independent” among the 2025 director nominees .
- Committees: Audit Committee member; Business Responsibility Committee member .
- Committee activity: Audit met 11 times in 2024; Business Responsibility met 5 times .
- Attendance: Board held 11 meetings in 2024; average director attendance ~96%. All directors attended ≥75% of Board and committee meetings and attended the 2024 annual meeting .
- Executive sessions: Independent directors held six executive sessions in 2024 without management, chaired by the Independent Chair .
Fixed Compensation (Director)
| Component | FY2024 Amount | Details |
|---|---|---|
| Basic annual retainer (cash or stock at election) | $140,000 | Lute elected to receive 75% of quarterly payments in MMC stock on a deferred basis |
| Committee chair fees | $0 | Not a committee chair |
| Annual stock grant | $200,000 | 971 shares granted on June 1, 2024 (per‑share value $206.055) |
| Total FY2024 director compensation | $340,000 | Fees earned $140,000; stock awards $200,000; no other comp disclosed for Lute |
- Director compensation structure notes: No meeting fees; transparent structure; directors may elect cash or stock and can defer stock; Independent Chair and committee chairs receive supplemental retainers .
Performance Compensation
- None disclosed for independent directors; annual equity grants are time‑based (not tied to performance metrics) under the Directors’ Stock Compensation Plan .
Other Directorships & Interlocks
| External Company | MMC Directors Involved | Interlock Type | Notes |
|---|---|---|---|
| Union Pacific Corporation | Jane H. Lute; Deborah C. Hopkins | Shared outside board | Both serve on Union Pacific’s board, creating a governance network link that may facilitate information flow |
| Shell plc | Jane H. Lute | — | No other MMC director disclosed on Shell plc |
- Related‑party transactions: MMC disclosed related‑party items involving NiSource (CEO Lloyd Yates on MMC board; Mercer consulting ~$339,000 in 2024) and a family member of MMC’s CFO; no related‑party transactions disclosed involving Lute .
Expertise & Qualifications
- Skills matrix: Leadership; International; Technology & Cybersecurity; Government Relations & Regulatory; Risk Management .
- Education: Ph.D. (Stanford, political science); J.D. (Georgetown) .
- Board fit: Audit oversight (cyber risk and ethical compliance), sustainability/governance via Business Responsibility Committee, and geopolitical/regulatory risk perspective aligned with MMC’s global operations .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership – sole voting/investment | 1,657 shares | As of Feb 28, 2025 |
| Beneficial ownership – other than sole | 5,746 shares | Includes deferred units/plan holdings |
| Total beneficial ownership | 7,403 shares | As of Feb 28, 2025 |
| Deferred shares held (as of Dec 31, 2024) | 5,612 shares | Dividend equivalents reinvested into deferred shares |
| Ownership guidelines | 5x basic annual retainer | Directors must accumulate and hold to guideline; no hedging/pledging allowed |
- Policy alignment: Directors prohibited from hedging or pledging MMC securities; stock ownership guidelines enforce alignment (5x retainer) .
Governance Assessment
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Committee effectiveness: Lute’s Audit Committee role is supported by strong committee qualifications and processes (financial literacy standards; regular executive sessions; cyber risk oversight). Audit met 11 times with robust interaction with management, internal audit, and Deloitte . Her Business Responsibility Committee seat complements her regulatory/cyber background for ESG oversight .
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Attendance & engagement: 2024 attendance metrics indicate a highly engaged board; Lute participated in a board with 96% average attendance and full director participation in the annual meeting and executive sessions, reinforcing reliability and governance rigor .
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Compensation & alignment: Balanced director pay (cash + fixed stock grant), election to defer stock (75% of quarterly payments) and deferred share holdings indicate longer‑term alignment without performance gaming; no meeting fees reduce potential per‑meeting bias .
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Conflicts & interlocks: No Lute‑specific related‑party transactions disclosed; notable interlock with Deborah Hopkins at Union Pacific increases board network connectivity, which can enhance information flow but warrants monitoring to avoid undue influence across boards .
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Risk indicators: No delinquent filings or legal proceedings tied to Lute disclosed; MMC reports director independence compliance and prohibits hedging/pledging, reducing alignment risks .
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RED FLAGS: None disclosed specific to Lute (no related‑party transactions, hedging/pledging, low attendance, or unusual director pay practices). Continue monitoring shared Union Pacific directorship with Hopkins for potential perception of interlock influence; current proxy shows no adverse conflict .