Morton Schapiro
MARSH & MCLENNAN COMPANIESAbout Morton O. Schapiro
Morton O. Schapiro is an independent director of Marsh McLennan (MMC) and has served on the Board since 2002. Age 71, he is Executive Vice President and Senior Advisor of TWG Global and President Emeritus of Northwestern University, and is recognized as a leading authority on the economics of higher education with expertise in labor and development economics . He currently chairs MMC’s Directors & Governance Committee and serves on the Compensation and Executive Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northwestern University | President and Professor of Economics; now President Emeritus | 2009–2022 | Led a large, complex institution; governance and strategic planning experience cited by MMC |
| Williams College | President and Professor | 2000–2009 | Executive leadership of a top-ranking academic institution |
| University of Southern California (USC) | Dean, College of Letters, Arts and Sciences | 1994–2000 | Academic leadership; strategic planning responsibilities |
| University of Southern California (USC) | Vice President for Planning | 1999–2000 | Enterprise planning and strategy |
| University of Southern California (USC) | Chair, Department of Economics | 1991–1994 | Departmental leadership; economics expertise |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| TWG Global | Executive Vice President and Senior Advisor | Current | Private company role (non-board) |
| Northwestern University | President Emeritus | Current | Academic institution (non-board) |
Board Governance
- Independence and roles: Independent director; Committees: Compensation (member), Directors & Governance (Chair), Executive (member) .
- Committee meetings in 2024: Compensation (6), Directors & Governance (6), Executive (0) .
- Attendance and engagement: Board held 11 meetings in 2024; average attendance ~96%, and all directors attended at least 75% of their Board/committee meetings; independent directors held six executive sessions in 2024 .
- Governance oversight: As D&G Chair, oversees the annual Board and committee self-evaluation and administers the Related Person Transactions policy with the Corporate Secretary .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Directors & Governance | Chair | 6 |
| Compensation | Member | 6 |
| Executive | Member | 0 |
Fixed Compensation (Director)
| Element | Amount | Notes |
|---|---|---|
| Basic annual retainer | $140,000 | Standard for all independent directors |
| Committee chair retainer (Directors & Governance) | $20,000 | Chair of committees other than Audit/Comp receive $20,000 |
| Fees earned or paid in cash (2024 actual) | $160,000 | Schapiro’s 2024 cash fees; he elected to receive quarterly payments in company stock on a deferred basis |
Additional details:
- No meeting fees; non-chair committee members receive no additional compensation .
- Board pay year: June 1–May 31; retainers paid quarterly (directors may elect cash, stock, or deferral into stock) .
Performance Compensation (Director Equity)
| Item | Detail |
|---|---|
| Annual stock grant (2024) | 971 shares granted on June 1, 2024; grant date fair value $200,000; priced at $206.055 per share (avg of high/low on May 31, 2024) |
| Election/deferral | Schapiro elected to defer receipt of all 2024 stock grant shares |
| Ownership guideline for directors | 5x basic annual retainer (i.e., 5 × $140,000 = $700,000 at current retainer levels) |
| Hedging/pledging | Company policy prohibits directors from hedging or pledging Company securities |
Note: The proxy does not disclose performance metrics or a performance-vesting structure for director equity; director equity is delivered as stock awards pursuant to the Directors’ Stock Compensation Plan .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None (“Other Public Company Boards: N/A”) |
| Committee roles at other public companies | N/A |
| Interlocks with customers/suppliers/competitors | None disclosed |
Expertise & Qualifications
- Key skills: Leadership, Financial, International, Business Responsibility, Risk Management (as identified in MMC’s skills matrix and director profile) .
- Professional background: Among the nation’s leading authorities on economics of higher education; extensive governance and strategic planning experience at large institutions .
Equity Ownership
| Metric | Value | As of | Notes |
|---|---|---|---|
| Beneficial ownership – Sole voting/investment power | 0 shares | Feb 28, 2025 | — |
| Beneficial ownership – Other than sole power | 85,004 shares | Feb 28, 2025 | Includes stock units/deferred shares in director plans |
| Total beneficial ownership | 85,004 shares | Feb 28, 2025 | “No director” owns ≥1% of outstanding shares |
| Deferred shares balance | 84,532 shares | Dec 31, 2024 | Dividend equivalents reinvested |
| Ownership as % of outstanding | <1% | Dec 31, 2024 | None of the listed directors exceed 1% |
| Section 16(a) compliance | Compliant in 2024 | 2024 | Company states all filing requirements were complied with in 2024 |
| Stock ownership guideline | 5x basic retainer ($700,000 equivalent at current retainer) | Policy | Directors must attain and hold; sales not permitted until threshold is met |
| Hedging/pledging | Prohibited by policy | Policy | Applies to directors and executives |
Governance Assessment
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Strengths for investor confidence:
- Independent long-tenured director who chairs the Directors & Governance Committee, directly overseeing board evaluations and related-party transaction reviews—key gatekeeping functions for governance quality .
- High engagement indicators: Board average attendance ~96% in 2024; all directors met the 75% threshold; six independent-director executive sessions underscore independent oversight .
- Alignment signals: Elected to receive quarterly retainer in company stock on a deferred basis and deferred all 2024 stock grant shares; substantial deferred equity balance (84,532 shares as of 12/31/24) supports longer-term alignment .
- No public-company interlocks (N/A) and no related-person transactions disclosed involving Schapiro; Section 16 filings compliant .
- Director compensation structure is transparent, with standard retainer plus modest chair premium; no meeting fees; clear stock ownership guideline (5x retainer) and prohibition on hedging/pledging .
-
Watch items:
- Tenure since 2002 reflects deep institutional knowledge; board refreshment is an ongoing priority noted by MMC (average tenure of nominees nine years), with mandatory retirement after age 75 for independent directors .
- Continue monitoring for any future related-party exposure and adherence to ownership guideline thresholds; the proxy does not disclose director-specific guideline compliance status beyond policy requirements .
No RED FLAGS identified in filings specific to Morton O. Schapiro (no related-person transactions, no hedging/pledging permitted, Section 16 compliance noted, attendance thresholds met) .