Martin South
President and Chief Executive Officer, Marsh at MMC
Executive
About Martin South
Martin C. South is President and Chief Executive Officer of Marsh and a Vice Chair of Marsh McLennan, and is one of the company’s Named Executive Officers . In 2024 under his leadership, Marsh delivered $12.9 billion of revenue with 7% underlying growth and executed 10 acquisitions including McGriff and Horton Group . Company-wide, Marsh McLennan reported GAAP EPS growth of 9%, adjusted EPS growth of 10%, $24.5 billion in revenue (+8% GAAP), GAAP operating income +10%, and its 17th consecutive year of adjusted margin expansion; 2024 TSR was 13.7% and five-year annualized TSR was 15.5% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Marsh (Risk & Insurance Services, Marsh McLennan) | President & CEO; Vice Chair, Marsh McLennan | — | Led Marsh to $12.9B revenue (+7% underlying) and executed 10 acquisitions, including McGriff (largest MMC deal) and Horton Group; advanced analytics (Blue [i]) and launched Sentrisk with Oliver Wyman |
Fixed Compensation
- Target annual bonus updated: increased from $2,250,000 to $2,300,000 in 2024 .
2025 and 2024 annual total direct compensation decisions:
| Metric | 2024 (Decision 2/22/2024) | 2025 (Decision 2/18/2025) |
|---|---|---|
| Base Salary ($) | 1,000,000 | 1,000,000 |
| Annual Bonus Award ($) | 3,925,000 | 4,250,000 |
| Annual LTI Award ($) | 2,800,000 | 3,200,000 |
| Total Direct Compensation ($) | 7,725,000 | 8,450,000 |
Reported compensation (Summary Compensation Table):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 1,000,000 | 1,000,000 | 1,000,000 |
| Stock Awards ($) | 1,247,109 | 1,404,830 | 1,536,829 |
| Option Awards ($) | 1,250,029 | 1,350,035 | 1,400,022 |
| Non-Equity Incentive Plan Compensation ($) | 3,500,000 | 3,925,000 | 4,250,000 |
| Change in Pension Value & NQDC Earnings ($) | — | — | — |
| All Other Compensation ($) | 123,287 | 108,942 | 90,833 |
| Total ($) | 7,120,425 | 7,788,807 | 8,277,685 |
Performance Compensation
Annual bonus framework and outcomes (2024):
| Component | Weighting | Target | Actual | Payout/Factor | Notes |
|---|---|---|---|---|---|
| Financial: Marsh Net Operating Income | 80% | 108.0% of prior-year NOI | 114.4% of prior-year; 106.0% of target | Financial performance factor 129.8% | Targets set in dollars; interpolation applied |
| Strategic Objectives | 20% | Objectives set early 2024 | Assessed above target | Up to 150% scale applied | Qualitative assessment by Committee |
| Company Adjusted EPS Multiplier | — | Target 8% growth | 10.6% (modified) | 1.30x multiplier | Max 1.30x; min 0.70x |
| Total Bonus Outcome | — | $2,300,000 target | — | 185% of target; $4,250,000 paid | Determined 2/18/2025 |
Long-term incentives (grants in 2024 and program design):
| Award Type | Grant Date | Amount/Units | Price | Vesting | Expiration/Settlement | Performance |
|---|---|---|---|---|---|---|
| Stock Options | 2/22/2024 | 28,115 options | $200.468 exercise price | 25% each on 2/22/2025–2028 | 2/21/2034 | Rewards stock price appreciation |
| PSUs (Target) | 2/22/2024 | 6,984 PSUs | — | Cliff vest 2/28/2027 | Shares settled post-performance | 3-year annualized adjusted EPS growth; target 8%; 0–200% payout; TSR modifier 0.75x–1.25x vs S&P 500 |
| PSU Payout (2019–2021 grant, paid 2024) | — | — | — | — | Paid at 200% of target based on performance | Company achieved 200% payout; aligns with PSU design |
| PSU Payout (2022 grant, performance to 2024) | — | — | — | — | 200% of target; TSR 65th percentile → 1.15x modifier capped at 200% | 14.6% annualized adjusted EPS growth (above max threshold) |
Equity Ownership & Alignment
Beneficial ownership (as of Feb 28, 2025):
| Holding | Shares |
|---|---|
| Sole Voting & Investment Power | 19,063 |
| Other than Sole Voting & Investment Power | 89,843 |
| Total Beneficial Ownership | 108,906 |
Outstanding equity awards (as of Dec 31, 2024):
| Instrument | Status | Key Terms | Value/Count |
|---|---|---|---|
| Options (2019 grant) | Exercisable | 12,620 @ $90.785; expire 2/18/2029 | 12,620 |
| Options (2020 grant) | Exercisable | 11,856 @ $118.865; expire 2/18/2030 | 11,856 |
| Options (2021 grant) | Mixed | 9,270 exercisable; 3,091 unexercisable @ $117.530; expire 2/21/2031 | 12,361 total |
| Options (2022 grant) | Mixed | 19,918 exercisable; 19,919 unexercisable @ $151.368; expire 2/22/2032 | 39,837 total |
| Options (2023 grant) | Mixed | 8,050 exercisable; 24,153 unexercisable @ $164.145; expire 2/22/2033 | 32,203 total |
| Options (2024 grant) | Unexercisable | 28,115 @ $200.468; vest 2025–2028; expire 2/21/2034 | 28,115 |
| PSUs (2022 grant) | Unearned | 16,518 unearned; $3,508,588 market value (at $212.41) | 16,518; $3,508,588 |
| PSUs (2023 grant) | Unearned | 16,450 unearned; $3,494,145 market value | 16,450; $3,494,145 |
| PSUs (2024 grant) | Unearned | 13,968 unearned; $2,966,943 market value | 13,968; $2,966,943 |
Ownership policies and alignment:
- Stock ownership guidelines require 3x base salary for senior executives; PSUs excluded; stock options excluded; shares acquired must be held until guideline met, and afterward cannot sell below guideline without approval . As of Feb 28, 2025, all NEOs except Mr. Tomlinson met their multiples, implying Mr. South was above 3x .
- Pledging and hedging are prohibited for senior executives and directors; insider trading policies with pre-clearance apply .
Employment Terms
Severance and change-in-control framework:
- Senior Executive Severance Pay Plan: lump sum cash equal to 1x base salary + 1x three-year average annual bonus + pro-rata current-year bonus; 12 months medical/dental at active rates; 12 months outplacement; subject to release and restrictive covenants .
- Double-trigger vesting for equity and severance post-change-in-control; no excise tax gross-ups .
Potential payments for Martin South (assuming event on Dec 31, 2024):
| Scenario | Total Cash Payment ($) | Unvested Stock Awards ($) | Unvested Option Awards ($) | Accumulated Dividend Equivalents ($) | Welfare & Retirement Benefits ($) | Total ($) |
|---|---|---|---|---|---|---|
| Involuntary termination without cause | 8,358,333 | 5,979,554 | 293,274 | 171,934 | 5,122 | 14,808,218 |
| Involuntary termination or resignation for good reason post-CIC | 6,408,333 | 8,486,204 | 3,010,664 | 221,235 | 5,122 | 18,131,558 |
| Death | 2,300,000 | 8,486,204 | 3,010,664 | 221,235 | 0 | 14,018,103 |
| Disability | 2,300,000 | 8,797,810 | 3,010,664 | 224,667 | 0 | 14,333,140 |
| Retirement | 0 | 5,979,554 | 293,274 | 171,934 | 0 | 6,444,762 |
Restrictive covenants:
- Noncompetition and nonsolicitation for 12 months post-termination for named executive officers other than the CEO; perpetual confidentiality applies .
Clawback policies:
- Mandatory clawback for erroneously awarded incentive compensation on restatement; separate detrimental conduct clawback at Committee discretion .
Investment Implications
- Alignment: High variable pay (average ~83% for NEOs) tied to adjusted EPS growth and relative TSR, plus significant unearned PSUs and option overhang, suggests strong pay-for-performance alignment; senior executive ownership guidelines (3x salary for Mr. South) and holding requirements increase alignment and reduce short-term selling .
- Retention risk: Double-trigger protections and uniform 1x severance multiples (no gross-ups) provide stability without excessive parachute incentives; restrictive covenants (12 months) add retention/transition discipline .
- Selling pressure: Hedging/pledging prohibitions and mandatory holding until guideline compliance, combined with scheduled vesting (options 2025–2028; PSUs 2027), mitigate opportunistic selling; any sales are subject to insider trading pre-clearance .
- Performance signals: 2024 bonus paid at 185% of target for Mr. South reflects strong Marsh and company results; PSU frameworks (target 8% three-year EPS growth with TSR modifier) continue to emphasize multi-year value creation with payouts capped at 200% .
Say-on-pay support was 93% in 2024, indicating stockholder endorsement of the executive compensation program design and outcomes .