Katherine Brennan
MARSH & MCLENNAN COMPANIESAbout Katherine Brennan
Katherine J. Brennan is Senior Vice President and General Counsel of Marsh McLennan, leading the global legal, compliance and public affairs function across Marsh, Guy Carpenter, Mercer and Oliver Wyman; she also leads the Company’s sustainability efforts . She previously served as General Counsel of Marsh LLC, Deputy General Counsel, Corporate Secretary and Chief Compliance Officer of Marsh McLennan (2017–2021), and General Counsel of Guy Carpenter . Age: 46 (as of Feb 10, 2025) . Company performance context during her executive tenure: revenue rose to $24.5B (+8% YoY) with GAAP EPS +9% and adjusted EPS +10% in 2024; GAAP operating income grew +10% and adjusted operating income +11%; TSR was 13.7% in 2024 and five‑year annualized TSR was 15.5% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Marsh McLennan | Deputy General Counsel, Corporate Secretary & Chief Compliance Officer | 2017–2021 | Led corporate governance, regulatory compliance and disclosure controls at the parent company . |
| Marsh LLC | General Counsel | Not disclosed | Oversaw legal and compliance for Marsh’s global insurance broking operations . |
| Guy Carpenter | General Counsel | Not disclosed | Led legal function for global reinsurance intermediary (risk, capital and reinsurance strategies) . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Red Cross of Greater New York | Board Member | Current | Community and governance contribution; complements sustainability leadership at MMC . |
Fixed Compensation
Specific pay elements for Brennan are not disclosed in the proxy’s Named Executive Officer tables; however, MMC’s senior executive framework comprises base salary plus annual cash bonus, with target bonuses set per employment letters and adjusted for role, market and internal equity .
Performance Compensation
MMC ties senior executive incentives to measurable performance with a heavy variable mix (options and PSUs), rigorous targets, clawbacks, and ownership/holding rules.
Annual Bonus Framework (2024)
| Component | CEO weighting | Other Corporate Senior Executives weighting | Business CEOs weighting | 2024 Adjusted EPS Target | 2024 Adjusted EPS Actual | Company Multiplier |
|---|---|---|---|---|---|---|
| Financial (Net Operating Income) | 80% | 70% | 80% | 8% | 10.6% | 1.30x |
| Strategic Objectives | 20% | 30% | 20% | — | — | Determined qualitatively (cap at 200%) |
PSU Awards (2025 LTI design)
| Metric | Target | Threshold | Maximum | Payout/Modifier | Vesting |
|---|---|---|---|---|---|
| Adjusted EPS Growth (3‑yr annualized) | 8% | Target −4pp → 50% payout | Target +4pp → 200% payout | 0–200% of target PSUs, capped at 200% | 3‑year performance period |
| Relative TSR vs S&P 500 constituents | 50th percentile | 25th → 0.75x | 75th → 1.25x | Modifier applied; capped at 1.00x if 3‑yr TSR negative | 3‑year performance period |
Stock options: exercise price at fair market value; max 10‑year term; at least one‑year minimum vesting for at least 95% of awards; no repricing without shareholder approval; no dividends on unvested awards .
Equity Ownership & Alignment
| Policy/Guideline | Detail |
|---|---|
| Senior executive stock ownership | CEO 6x base salary; other senior executives 3x; PSUs excluded; stock options excluded . |
| Holding requirement | Must hold shares acquired from equity awards until guideline multiple is achieved; sales restricted until compliance; CEO requires Compensation Committee Chair approval for exceptions (not requested) . |
| Hedging/pledging | Strict prohibition on hedging and pledging by directors and senior executives . |
| 10b5‑1 & preclearance | Insider trading policies require preclearance; formal Trading Securities Policy and Executive Transactions Policy filed as exhibits to 10‑K . |
Compliance status for named executive officers: as of Feb 28, 2025, all NEOs except Patrick Tomlinson were above required multiples; Brennan’s status not disclosed (she is not an NEO in the proxy tables) .
Employment Terms
| Provision | Term |
|---|---|
| Severance (Senior Executive Severance Pay Plan) | 1x multiple: base salary + three‑year average annual bonus; plus pro‑rata bonus for year of termination . |
| Change‑in‑control | Double‑trigger for severance and equity vesting; no excise tax gross‑ups . |
| Clawbacks | Mandatory recoupment for restatements per NYSE/SEC; additional clawback for detrimental conduct at Committee discretion . |
| Equity plan safeguards | No evergreen; no liberal share counting; no reload; minimum vesting; no dividends on unvested; options/SARs priced at or above FMV and ≤10‑year term; no repricing without shareholder approval . |
Company Performance Context (recent)
| Metric | 2023 | 2024 |
|---|---|---|
| Revenue ($USD Billions) | $22.7 | $24.5 |
| GAAP EPS growth (%) | +25% | +9% |
| Adjusted EPS growth (%) | +17% | +10% |
| GAAP Operating Income growth (%) | +23% | +10% |
| Adjusted Operating Income growth (%) | +17% | +11% |
| TSR (%) | 16.2 | 13.7 |
| 5‑yr annualized TSR (%) | — | 15.5 |
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: 93%; strong support for program design .
- 2023 approval: 65% due to one‑time amendment to former CEO’s PSU retirement treatment; MMC expanded engagement and reaffirmed no intention to amend outstanding awards going forward .
Compensation Peer Group (for benchmarking)
| Insurance Brokers | Insurance Carriers | Consulting & Business Services |
|---|---|---|
| Aon plc (AON) | American International Group (AIG) | Automatic Data Processing (ADP) |
| Willis Towers Watson (WTW) | Chubb Limited (CB) | Accenture plc (ACN) |
| Arthur J. Gallagher (AJG) | Travelers (TRV) | S&P Global (SPGI) |
Risk Indicators & Red Flags
- Pledging/hedging prohibited; strong insider trading controls and preclearance reduce misalignment and trading‑related risk .
- Double‑trigger CIC and no excise tax gross‑ups mitigate golden‑parachute optics .
- Strict equity plan provisions (no evergreen, no repricing, minimum vesting, no dividends on unvested) limit dilution and adverse optics .
- Section 16(a) compliance: MMC reports timely compliance for directors/executive officers; isolated late filings (not Brennan) were corrected .
Investment Implications
- Alignment: High—executive ownership multiples, holding requirements, PSU design with 3‑yr EPS growth + relative TSR, clawbacks, and prohibitions on hedging/pledging support long‑term value orientation for senior leaders like Brennan .
- Retention risk: Moderate—MMC notes intense market competition for top talent, driving competitive targets and bonuses; governance of severance at 1x reduces excess payouts while supporting continuity .
- Selling pressure: Low structurally—holding requirements and preclearance/10b5‑1 policies constrain opportunistic sales; lack of pledging further lowers forced‑sale risk .
- Pay‑for‑performance credibility: Strong recent delivery (rev/EPS/operating income growth; double‑digit TSRs) aligns with PSU max payouts observed for cohorts and above‑target annual bonuses; shareholders largely supportive (93% approval in 2024) .