Mark McGivney
Chief Financial Officer at MMC
Executive
About Mark McGivney
Senior Vice President & Chief Financial Officer of Marsh McLennan since January 1, 2016, after serving as CFO of Marsh and CFO/COO of Mercer; prior experience includes senior finance roles at The Hanover Insurance Group and investment banking at Merrill Lynch and Salomon Brothers; education: MBA (University of Chicago), BS in Accounting (University of Rhode Island) . In 2024, MMC delivered $24.5B revenue (+8% GAAP), GAAP EPS +9% and adjusted EPS +10%, with 2024 TSR of 13.7% and 5‑year annualized TSR of 15.5% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Marsh McLennan | SVP & CFO | 2016–present | Oversees global finance; led capital structure to finance largest acquisitions and maintain ratings . |
| Marsh (MMC) | CFO | 2007–2014 | Finance leadership at global insurance broker . |
| Mercer (MMC) | CFO & COO | to Sep 2014 | Enterprise operations and finance at global HR consultancy . |
| Marsh McLennan (Corporate) | SVP, Corporate Finance | Oct 2014–Jan 2016 | Led Corporate Development, Treasury, IR; centralized finance from corporate center . |
| The Hanover Insurance Group | SVP Finance; Treasurer; CFO of P/C business | 1997–2007 | Capital markets and operating finance leadership at carrier . |
| Merrill Lynch; Salomon Brothers | Investment Banking (Financial Institutions) | prior to 1997 | M&A and capital markets in financials . |
| Price Waterhouse | Certified Public Accountant | early career | Audit/accounting foundation . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| The Hanover Insurance Group | SVP Finance; Treasurer; CFO P/C | 1997–2007 | Senior finance leadership at insurer . |
| Merrill Lynch; Salomon Brothers | Investment Banker | n/a | Financial institutions coverage . |
| Price Waterhouse | CPA | n/a | Accounting background . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary Paid ($) | 800,000 | 800,000 | 950,000 |
| Non-Equity Incentive (Annual Bonus Paid) ($) | 2,650,000 | 3,000,000 | 3,300,000 |
| All Other Compensation ($) | 74,277 | 70,125 | 80,975 |
- Base salary increased to $1,000,000 effective April 1, 2024 (administrative base; shows as $950,000 paid for 2024 because mid-year increase) .
- Target annual bonus increased to $1,750,000 for 2024 .
- 2024 actual bonus was 189% of target, paying $3,300,000 .
Performance Compensation
| Component | Grant/Period | Metric & Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Bonus (Framework) | FY 2024 | 70% Company net operating income; 30% strategic objectives (CFO category) | Financial performance factor 100% at target | Company NOI delivered 104.6% of target → 123.2% factor; adjusted EPS growth multiplier 1.30x; overall bonus 189% of target | Cash paid Feb 28, 2025 . |
| Stock Options | Feb 22, 2024 | Price appreciation alignment | n/a | Grant-date fair value $1,725,042 | 25% vest on Feb 22, 2025/2026/2027/2028; expire Feb 21, 2034; exercise price $200.468 . |
| PSUs | Feb 22, 2024 | 3-year annualized adjusted EPS growth with relative TSR modifier (vs S&P 500) | Target 8,605 PSUs; max 17,210 | Grant-date fair value $1,893,530 (target); payout range 0–200% of target subject to EPS and TSR cap | Vest Feb 28, 2027 . |
| PSU (Performance Result – prior cycle) | 2022 award (2019–2022 performance) | EPS growth; TSR modifier | 8% annualized EPS growth target | Actual 14.6% annualized adjusted EPS (200% payout); TSR at 65th percentile (1.15x modifier capped at 200%) | Paid at max in 2025 for 2022 grant . |
Equity Ownership & Alignment
- Stock ownership guidelines: 3x base salary for NEOs; executives must hold shares acquired via awards until guidelines met; PSUs and stock options excluded from guideline calculation .
- Compliance: As of Feb 28, 2025, all NEOs except Mr. Tomlinson met ownership multiples (CFO included) .
- Hedging and pledging: Prohibited for senior executives and directors .
- Insider trading & 10b5‑1: Pre‑clearance required; policies filed with 10‑K exhibits .
| Beneficial Ownership (as of Feb 28, 2025) | Shares | Notes |
|---|---|---|
| Mark C. McGivney | 179,086 total; 44,188 with sole voting; 134,898 other (includes stock options exercisable on or before Apr 30, 2025) | Less than 1% of outstanding shares . |
| Outstanding Equity (Dec 31, 2024) | Exercisable Options (#) | Unexercisable Options (#) | Exercise Price ($) | Expiration | Unearned PSUs at Max (#) | Notes |
|---|---|---|---|---|---|---|
| 2021 grant | 50,565 | 16,856 | 117.530 | Feb 21, 2031 | — | 25% annual vesting . |
| 2022 grant | 25,893 | 25,894 | 151.368 | Feb 22, 2032 | 21,472 | 2022 PSUs vested Feb 28, 2025 . |
| 2023 grant | 9,988 | 29,967 | 164.145 | Feb 22, 2033 | 20,410 | PSUs track above target as of 12/31/2024 . |
| 2024 grant | 0 | 34,642 | 200.468 | Feb 21, 2034 | 17,210 | PSUs vest Feb 28, 2027 . |
Employment Terms
| Provision | Terms |
|---|---|
| Severance (without cause) | 1x base salary + 1x 3-year average bonus + pro‑rata bonus; 12 months benefits and outplacement . |
| Change in Control | Double‑trigger for severance and equity acceleration; no excise tax gross‑ups . |
| Estimated Cash & Equity (illustrative at 12/31/2024) | Involuntary w/o cause: $6,983,333 cash; equity values depend on vesting terms . CoC + qualifying termination: $5,433,333 cash; equity acceleration per plan . |
| Clawbacks | Mandatory SEC/NYSE restatement clawback; additional detrimental conduct clawback at Committee discretion . |
| Non‑compete / Non‑solicit | 12 months post‑termination (CEO 24 months); perpetual confidentiality . |
| Trading Policies | Insider trading policies and pre‑clearance; filed as 10‑K exhibits . |
Compensation Structure Analysis
- High variable pay: In 2024, at‑risk pay dominated NEO compensation; CFO’s annual bonus above target (189%), reflecting strong financial and strategic execution .
- LTI mix remains 50% PSUs / 50% options, reinforcing multi‑year EPS/TSR alignment; 2025 LTI target for CFO increased to $3.6M (+4% YoY) .
- Performance rigor: 2022 PSU payout at 200% based on 14.6% annualized adjusted EPS growth; TSR modifier capped payouts, mitigating excessive risk taking .
- Shareholder safeguards: No option/SAR repricing without shareholder approval; minimum 12‑month vesting on 95%+ awards; no tax gross‑ups on CoC .
Related Party Transactions
- Oliver Wyman compensated Sophie McGivney (CFO’s daughter) ~$158,000 in 2024; Company reviews related person transactions via policy under the Directors & Governance Committee .
Say‑on‑Pay & Peer Benchmarking
- Say‑on‑Pay approval 93% in 2024, indicating strong shareholder support .
- Executive compensation peer group used for benchmarking: AON, WTW, AJG; AIG, Chubb, Travelers; ADP, Accenture, S&P Global; unchanged since Sept 2019 .
Expertise & Qualifications
- Credentials: Deep multi‑business CFO/COO track across Marsh and Mercer; corporate finance leadership; prior insurance carrier finance; investment banking; CPA .
- Role‑linked value creation: Executed $8.25B senior note issuances (incl. $7.25B for McGriff), deployed $4.3B capital in 2024 (ex‑McGriff), supporting acquisitions while maintaining ratings .
- Company performance under tenure: 2024 GAAP operating income +10%; 17th consecutive year of adjusted margin expansion .
Investment Implications
- Alignment: Strong pay‑for‑performance via EPS/TSR‑driven PSUs and significant options; ownership guidelines and share‑sale holding requirements reduce short‑term selling pressure .
- Upcoming supply: 2024 options start vesting 2025–2028; 2024 PSUs vest in 2027—monitor potential share distributions and Form 4 activity around those dates .
- Governance strength: Double‑trigger CoC, no repricing, clawbacks, no pledging/hedging, and high Say‑on‑Pay support mitigate compensation risk .
- Retention risk: Competitive market for senior finance talent noted by Committee when raising bonus targets; severance at 1x indicates balanced retention economics vs. shareholder protection .