Lloyd Yates
Director at MMC
Board
About Lloyd M. Yates
Lloyd M. Yates is an independent director of Marsh & McLennan (MMC), age 64, serving on the Board since 2011. He is President and Chief Executive Officer of NiSource Inc. (since 2022), and previously held senior leadership roles at Duke Energy from 2012 to his retirement in 2019, including EVP & President of the Carolinas Region and EVP of Customer Operations; before Duke/Progress Energy’s 2012 merger, he was President & CEO of Progress Energy Carolinas. He joined Carolina Power & Light in 1998, and earlier spent 16 years at PECO Energy. His core credentials include leadership, financial oversight, business responsibility, government relations and regulatory experience, and risk management across nuclear and fossil energy generation and delivery .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Duke Energy | EVP & President, Carolinas Region; EVP, Customer Operations | 2012–2019 | Senior operational leadership and customer operations oversight |
| Progress Energy Carolinas | President & CEO | Pre-2012 | Led utility operations prior to Duke–Progress merger |
| Carolina Power & Light | Senior leadership roles | Joined 1998 | Operations and management roles in energy generation/delivery |
| PECO Energy | Line operations and management | 16 years | Foundational utility operations experience |
External Roles
| Organization | Capacity | Tenure | Notes |
|---|---|---|---|
| NiSource Inc. | President & CEO; Director (Other Public Company Board) | CEO since 2022 | Current external public company directorship and CEO role |
| American Water Works Company | Director (past five years) | Not disclosed | Listed among past five-year public boards |
| Sonoco Products Company | Director (past five years) | Not disclosed | Listed among past five-year public boards |
Board Governance
- Committee assignments: Business Responsibility Committee (Chair) and Finance Committee member .
- Independence: The Board determined all directors except the CEO are independent under NYSE rules and MMC’s Governance Guidelines; Audit, Compensation, and Directors & Governance Committees are limited to independent directors .
- 2024 committee meeting frequency: Audit (11), Compensation (6), Directors & Governance (6), Finance (5), Business Responsibility (5), Executive (0) .
- Director orientation and continuing education: Structured onboarding and ongoing education; tailored sessions for Audit/Compensation members; access to third‑party resources .
- Governance practices: Majority voting; independent Chair; proxy access; stockholder right to call special meetings; no poison pill; transparent independent director compensation (no meeting fees for non‑chair roles) .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Business Responsibility | Chair | 5 |
| Finance | Member | 5 |
Fixed Compensation
| Element | Amount/Terms | Notes |
|---|---|---|
| Basic annual retainer (independent directors) | $140,000 | Paid quarterly; payable in cash or stock, with deferral election available |
| Supplemental retainer – Committee Chair (ESG/Business Responsibility, Finance, Directors & Governance) | $20,000 | Audit Chair: $30,000; Compensation Chair: $25,000; Independent Chair: $200,000 |
| Annual stock grant | Shares with grant‑date market value of $200,000 | Granted June 1 each year under Directors’ Stock Compensation Plan |
| 2024 Independent Director Compensation – Lloyd M. Yates | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 160,000 |
| Stock Awards (grant‑date fair value) | 200,000 |
| All Other Compensation | — |
| Total | 360,000 |
- 2024 equity grant details: 971 shares awarded on June 1, 2024; grant‑date value $200,000 at $206.055 per share (avg of high/low on May 31, 2024). Yates elected to defer receipt of all shares awarded in 2024 and elected to receive quarterly payments in common stock on a deferred basis .
Performance Compensation
| Performance-Linked Element | Terms |
|---|---|
| Performance metrics tied to director pay | None – MMC independent director pay consists of fixed retainers and an annual stock grant; no bonus or PSU metrics disclosed for directors |
Other Directorships & Interlocks
| Company | Relationship to MMC | Potential Interlock/Conflict Notes |
|---|---|---|
| NiSource Inc. | Yates is CEO and director | External issuer directorship disclosed; no related‑party transactions with MMC disclosed in the proxy excerpts reviewed |
| American Water Works Company | Prior director (past five years) | Historical external directorship; no MMC interlock disclosed |
| Sonoco Products Company | Prior director (past five years) | Historical external directorship; no MMC interlock disclosed |
Expertise & Qualifications
- Leadership, financial oversight, business responsibility, government relations and regulatory expertise, and risk management across nuclear and fossil energy generation and delivery .
- Extensive executive experience, including current public company CEO role (NiSource) and prior large‑cap utility leadership roles .
Equity Ownership
| Ownership Metric | As of | Value |
|---|---|---|
| Beneficial ownership – Sole voting and investment power | Feb 28, 2025 | 24,001 shares |
| Beneficial ownership – Other than sole voting/investment power | Feb 28, 2025 | 8,884 shares |
| Total beneficial ownership | Feb 28, 2025 | 32,885 shares |
| Deferred shares held (from prior deferrals) | Dec 31, 2024 | 8,679 shares |
| Director stock ownership guideline | Ongoing | 5x basic annual retainer; directors may not sell until threshold attained |
| Director % of MMC outstanding | Dec 31, 2024 | No director >1% of outstanding; all directors/executives as a group ~0.35% |
Governance Assessment
- Strengths: Long MMC board tenure (since 2011) and chairship of Business Responsibility provide continuity in ESG oversight; deep risk management credentials from energy sector are additive to MMC’s enterprise risk oversight. Independence affirmed under NYSE and MMC standards, and compensation structure emphasizes equity alignment via annual stock grants and deferral elections .
- Alignment signals: Yates elected to defer all 2024 director stock awards and quarterly payments into MMC stock, accumulating 8,679 deferred shares, alongside 32,885 total beneficial shares, which supports long‑term alignment with shareholders under MMC’s 5x retainer ownership guideline framework .
- Watch items (not necessarily red flags): Concurrent CEO role at NiSource alongside MMC committee chair duties may raise time‑commitment considerations; however, MMC’s proxy confirms independence standards and committee composition requirements are met. No specific attendance rates or related‑party transactions involving Yates are disclosed in the reviewed proxy excerpts .