John Doyle
About John Doyle
John Q. Doyle is President and Chief Executive Officer of Marsh McLennan and has served on the company’s Board since 2023 (age 61) . He joined the firm in 2016 as President of Marsh, later serving as Marsh’s President & CEO (2017–2021) and as Group President & COO of Marsh McLennan; earlier in his career he held several executive positions at AIG . Under Doyle’s leadership in 2024, MMC delivered $24.5B revenue (+8% GAAP; +7% underlying), GAAP EPS +9%, adjusted EPS +10%, GAAP operating income +10%, with continued 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 | President & Chief Executive Officer | — | Led the company to 2024 revenue growth (+8% GAAP; +7% underlying), +10% GAAP EPS, +10% GAAP operating income, continued margin expansion; executed $7.5B McGriff acquisition; completed restructuring with >$450M realized savings through 2024 . |
| Marsh McLennan | Group President & Chief Operating Officer | — | Responsible for strategy and operational objectives across four global businesses . |
| Marsh (MMC subsidiary) | President & Chief Executive Officer | 2017–2021 | Led Marsh global insurance broking and risk advisory operations . |
| Marsh (MMC subsidiary) | President | 2016–2017 | Joined MMC to lead Marsh . |
| AIG | Various executive positions | — | Senior leadership roles at a global insurer . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| U.S. Federal Advisory Committee on Insurance | Chairman | — | Public policy/industry advisory leadership . |
| Inner-City Scholarship Fund | Trustee | — | Non-profit governance . |
| St. John’s Univ. Maurice R. Greenberg School of Risk Mgmt. | Board of Overseers (member) | — | Industry-academic interface in risk management . |
| NYC Police & Fire Widows’ & Children’s Benefit Fund | Board member | — | Non-profit governance . |
Fixed Compensation
Multi-year compensation (Summary Compensation Table):
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 1,200,000 | 1,400,000 | 1,475,000 |
| Non-Equity Incentive (Annual Bonus) | 5,300,000 | 6,000,000 | 6,500,000 |
| Stock Awards (PSUs grant-date value) | 2,995,331 | 5,775,090 | 7,546,615 |
| Option Awards (grant-date value) | 2,000,008 | 5,550,012 | 6,875,020 |
| All Other Compensation | 103,700 | 329,854 | 410,904 |
| Total | 11,599,039 | 19,054,956 | 22,807,539 |
Notes:
- Base salary was increased to $1,500,000 effective April 1, 2024; target annual bonus set at $3,750,000 for 2024 .
Perquisites and other items (2024):
- Personal use of corporate aircraft: $266,860; personal car use: $7,409; personal security: $18,910; financial planning/tax: $14,475; company DC plan contributions: $103,250 .
- Deferred compensation (SSIP) activity and balance (2024): executive contributions $70,200; registrant contributions $80,033; earnings $84,155; ending balance $1,020,778 .
Performance Compensation
Annual Bonus design and 2024 outcomes
| Element | CEO Design | 2024 Actuals |
|---|---|---|
| Financial metric & weighting | Company net operating income (80%) | 2024 actual NOI = 104.6% of target; Financial performance factor 123.2% |
| Strategic objectives & weighting | Individual strategic objectives (20%) | Above target; Committee used qualitative assessment |
| Company EPS growth multiplier | Adjusted EPS growth multiplier (0.70x–1.30x) | 10.6% adjusted EPS growth → 1.30x multiplier |
| Payout cap | 200% of target | CEO bonus paid $6.5M (173% of $3.75M target) |
Selected 2024 strategic accomplishments cited for the CEO:
- 7% underlying revenue growth; +8% GAAP revenue; +10% GAAP NOI; fourth consecutive year of double-digit adjusted EPS growth (10% in 2024); 17th consecutive year of adjusted margin expansion .
- Executed largest inorganic investment (McGriff) amid 17 total acquisitions; progressed AI/analytics (e.g., Blue [i]) and cross-business collaboration; completed restructuring with >$450M realized savings through 2024 .
Long-term Incentives (LTI)
LTI mix: 50% stock options, 50% PSUs; PSUs based on 3-year annualized adjusted EPS growth with relative TSR (vs S&P 500 constituents) as a modifier; payout range 0–200% of target; PSUs and options are subject to double-trigger vesting on change in control .
2024 grants:
| Award | Grant date | Quantity / Terms | Pricing | Grant-date fair value | Vesting |
|---|---|---|---|---|---|
| PSUs (target) | 2/22/2024 | 34,295 target; max 68,590 | — | $7,546,615 | Cliff vest 2/28/2027; payout 0–200% by EPS growth; TSR modifier 0.75x–1.25x |
| Stock Options | 2/22/2024 | 138,063 options | $200.468 strike | $6,875,020 | 25% on each of 2/22/2025–2028; expire 2/21/2034 |
Recent PSU performance result:
- 2022 PSU cycle paid 200% of target on 14.6% three-year annualized adjusted EPS growth; relative TSR at 65th percentile → 1.15x modifier, but capped at 200% .
2025 LTI decision (for context): total $16,750,000 (50% options, 50% PSUs) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of Feb 28, 2025) | 691,751 total shares (includes derivative rights); options exercisable on/before 4/30/2025 total 604,070 |
| Unvested/Unearned awards at 12/31/2024 | PSUs (max basis): 26,426 (2022 grant), 67,624 (2023), 68,590 (2024); RSU: 5,762 (vest 1/15/2025) |
| Options outstanding detail (sample) | 2024: 138,063 unexercisable @ $200.468 exp. 2/21/2034; prior grants from 2016–2023 fully/partly exercisable at disclosed strikes and expirations |
| Ownership guidelines | CEO 6x base salary; executives must hold shares until guideline met; PSUs and options excluded from calculation |
| Guideline compliance | As of Feb 28, 2025, all NEOs except Mr. Tomlinson met guideline; CEO has not sought sale exceptions |
| Hedging/pledging | Prohibited for directors and senior executives |
Implication: Upcoming vesting events (e.g., RSU vesting on 1/15/2025; option tranches beginning 2/22/2025; PSU settlements in 2026–2027) add potential supply, though executives are constrained by ownership/holding policies and pre-clearance procedures .
Employment Terms
| Topic | Terms |
|---|---|
| Employment letter (2024) | Base salary $1,500,000; target annual bonus $3,750,000; target LTI $13,750,000 (increased by Committee to $16,750,000 in Feb 2025) |
| Severance (no-CIC) | 1x (base salary + 3-year average bonus) + pro-rata bonus; 12 months benefits and outplacement; release required |
| Change-in-control | Double-trigger for equity and severance; no excise tax gross-up |
| Restrictive covenants | Confidentiality; non-compete & non-solicit for 24 months post-termination (CEO) |
| Clawbacks | SEC/NYSE-compliant recoupment for restatements; additional clawback for detrimental conduct |
| Insider trading / 10b5-1 | Pre-clearance; insider trading policies filed with 10-K; disclosure of option awards near filings under Item 402(x) |
| Perquisites | Personal use of corporate aircraft (cap $275,000/yr), car/driver access, personal security; no tax gross-ups |
Potential payments to CEO as of 12/31/2024:
| Scenario | Total cash | Unvested stock awards | Unvested options | Accum. dividend equivalents | Welfare/retirement benefits | Total |
|---|---|---|---|---|---|---|
| Involuntary termination without cause | 13,366,667 | 17,856,034 | 1,812,493 | 467,086 | 19,811 | 33,522,090 |
| Involuntary termination or good reason after CIC | 10,616,667 | 28,485,668 | 10,198,869 | 662,575 | 19,811 | 49,983,589 |
| Death | 3,750,000 | 28,485,668 | 10,198,869 | 662,575 | 0 | 43,097,111 |
| Disability | 3,750,000 | 30,015,445 | 10,198,869 | 679,428 | 0 | 44,643,741 |
| Retirement | 0 | 16,648,483 | 1,812,493 | 467,086 | 0 | 18,928,062 |
Board Governance
- Board role: Director since 2023; the only management director; serves on Executive and Finance Committees .
- Independence: Not independent; MMC separates Chair and CEO with an Independent Chair as policy .
- Attendance: In 2024 the Board met 11 times; average director attendance ~96%; all directors ≥75%; independent directors held six executive sessions .
- Dual-role implications: Separation of Chair/CEO and robust independent committee structure (Audit, Compensation, Directors & Governance, Finance, Business Responsibility) mitigate CEO/director dual-role concerns .
- Director compensation: Executive directors (currently only Mr. Doyle) receive no director pay .
Say-on-Pay, Peer Group, and Committee Process
- Say-on-pay approval: 93% support in 2024; ongoing investor outreach to holders representing ~58% of voting power with ~30% acceptance .
- Compensation peer group: Aon, WTW, AJG (brokers); AIG, Chubb, Travelers (carriers); Accenture, ADP, S&P Global (services), among others; unchanged since 2019 .
- Compensation Committee & consultant: Independent Compensation Committee engaged Pay Governance LLC; concluded no conflicts; six meetings in 2024 including annual review; equity grant timing and pricing practices disclosed .
Compensation Structure Analysis
- Mix and risk: Approximately 93% of CEO target total direct compensation is variable/at-risk; LTI 50/50 PSUs and options; PSU payout capped at 200% and modified by relative TSR .
- 2025 vs 2024 decisions for CEO: Bonus target outcome +8% YoY ($6.5M vs $6.0M), LTI grant up +22% ($16.75M vs $13.75M), base unchanged at $1.5M—shifting toward greater equity at risk .
- Policies: Prohibitions on hedging/pledging; clawbacks for restatements and detrimental conduct; double-trigger CIC; no excise tax gross-ups; minimum one-year vesting; no option repricing without shareholder approval .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited (alignment positive) .
- Option grant timing: Item 402(x) disclosure shows 2/22/2024 option grants occurred near a filing window; post-disclosure price change was small (-0.372%), indicating transparent practice and no evident spring-loading .
- Clawbacks and ownership/holding: Strong recoupment and ownership policies reduce misalignment risk .
- Say-on-pay: Strong 93% support (low governance risk signal) .
- Related party transactions: None disclosed involving Mr. Doyle .
Equity Vesting Schedules and Insider Selling Pressure
- 2024 options vest 25% annually on 2/22/2025–2028; 2024 PSUs vest 2/28/2027; 2022 PSUs settled 2/28/2025 at 200% of target; RSU (5,762) vests 1/15/2025 .
- MMC’s holding and guideline rules constrain discretionary sales until the CEO maintains the 6x-salary ownership threshold; pre-clearance required for trades .
Board Service: History, Committees, Independence
- Board tenure: Since 2023; not independent; committee memberships: Executive and Finance .
- Independent Chair policy and annual elections; majority voting standard with contingent resignations .
- Executive sessions: Regular independent director sessions held six times in 2024 .
- Directors’ ownership guideline: 5x basic annual retainer; directors may not sell until threshold met; hedging/pledging prohibited .
Investment Implications
- Pay-for-performance is robust: High variable mix (93%), rigorous PSU design (3-year EPS with TSR modifier), strong 2022 PSU max payout on sustained EPS growth, and consistent margin expansion support alignment; 2024 bonus at 173% of target ties to above-target NOI and EPS growth .
- Limited governance red flags: Independent Chair; double-trigger CIC; no excise tax gross-ups; hedging/pledging prohibited; strong clawbacks; transparent grant timing—collectively reduce compensation/governance risk .
- Retention risk appears low: Competitive cash/LTI, strict non-compete (24 months) and ownership/holding requirements, plus 2025 LTI uplift (+22%) reinforce incentives to stay; say-on-pay support at 93% indicates investor acceptance .
- Trading signals: Multiple scheduled vest events (2025–2028 for options; 2026–2027 for PSUs) could create episodic supply, but sale constraints and 10b5-1 pre-clearance reduce near-term selling pressure optics .
- Performance trajectory: 2024 TSR of 13.7% and five-year annualized TSR of 15.5% alongside continued revenue and EPS growth underpin compensation outcomes and point to sustained execution under Doyle .