Tamara Ingram
Director at MMC
Board
About Tamara Ingram
Tamara Ingram, age 64, has served as an independent director of Marsh & McLennan Companies (Marsh McLennan, MMC) since 2019, bringing global leadership experience in advertising, data analytics, and corporate sustainability from senior roles at WPP and other major agencies . She is Global Chairman Emerita of Wunderman Thompson and previously held CEO roles at J. Walter Thompson and McCann Worldgroup London, as well as Group CEO at Grey UK and leadership roles at Kantar; she is also a Trustee of Save the Children International (UK) and was awarded an OBE for services to tourism via Visit London . The Board has determined she is independent under NYSE rules and MMC’s Governance Guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wunderman Thompson (WPP) | Global Chairman | Not disclosed | Led global client-focused operations; data analytics and sustainability experience |
| J. Walter Thompson (WPP) | Global Chief Executive Officer | Not disclosed | Senior leadership in global advertising |
| Grey UK (WPP) | Group Chief Executive Officer | Not disclosed | Oversaw UK group operations |
| Kantar (WPP) | Roles in data investment division | Not disclosed | Data analytics capabilities |
| McCann Worldgroup London | Chief Executive Officer | Not disclosed | UK leadership for global agency |
| Saatchi & Saatchi London | Chief Executive Officer | Not disclosed | UK agency leadership |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Intertek plc | Non-Executive Director | Current | UK public company board |
| Marks & Spencer plc | Non-Executive Director | Current | UK public company board |
| Reckitt Benckiser Group plc | Non-Executive Director | Current | UK public company board |
| Serco Group plc | Non-Executive Director | Past five years | Former UK public company board |
Board Governance
- Committee assignments: Compensation Committee member and Business Responsibility Committee member; she is not a chair .
- Independence: The Board has determined all directors other than the CEO are independent under NYSE and MMC standards; MMC maintains an independent Board Chair structure .
- Attendance and engagement: In 2024, the Board met 11 times; average director attendance was ~96%, and all directors attended ≥75% of Board/committee meetings and the 2024 annual meeting; independent directors held six executive sessions without management .
- Committee process quality: The Compensation Committee engages Pay Governance LLC as independent consultant and assessed no conflicts of interest in 2024; the Committee uses multi‑meeting decision cadence with executive sessions each meeting .
- Stockholder‑aligned policies: No meeting fees; no retainers for non‑chair committee membership; majority voting for directors; proxy access; right to call special meetings at 20%; no poison pill .
- Conduct and trading: Directors are prohibited from hedging or pledging MMC securities; insider trading policies and pre‑clearance apply to directors .
Fixed Compensation
| Component | Amount/Terms | 2024 Outcome |
|---|---|---|
| Basic annual retainer (independent directors) | $140,000 cash (payable quarterly; may elect stock or deferral) | $140,000 for Ingram |
| Committee chair supplemental retainer | Audit $30,000; Compensation $25,000; other chairs $20,000; Independent Chair $200,000 | $0 (not a chair) |
| Meeting fees | None; no retainers for non‑chair membership | $0 |
| Total cash fees (2024) | Sum of above | $140,000 for Ingram |
Performance Compensation
MMC does not use performance‑conditioned pay for directors; equity is granted to align interests. As a Compensation Committee member, Ingram oversees executive incentive metrics:
| Metric (Executive Plans) | Target/Scale | Mechanics |
|---|---|---|
| PSU Adjusted EPS growth (3-year annualized) | Target 8%; Threshold = Target − 4pp → 50%; Maximum = Target + 4pp → 200% | Payout 0–200% based on 3-year annualized adjusted EPS growth; payout capped at 200% |
| PSU Relative TSR modifier | 25th percentile = 0.75x; 50th = 1.00x; 75th = 1.25x (interpolated) | Applied to EPS-based payout; capped by 200% maximum |
| Annual bonus EPS multiplier | Target 8% (2024); multiplier range 0.70x (Target − 2pp) to 1.30x (Target + 2pp); 2024 result 10.6% → 1.30x | Multiplier applied to calculated bonus awards |
- Director equity compensation: Annual stock grant of MMC shares with grant date market value $200,000; directors may elect deferral into stock units; dividends accumulate as dividend equivalents .
- 2024 director equity grant: Ingram received $200,000 in stock (971 shares at $206.055 grant value) and elected to defer receipt of all shares .
Other Directorships & Interlocks
- Current UK public company boards: Intertek plc, Marks & Spencer plc, Reckitt Benckiser Group plc (non‑executive director roles) .
- Past five years: Serco Group plc (former non‑executive director) .
- MMC related‑party screening: MMC’s Directors & Governance Committee reviews related person transactions; 2024 disclosures list engagements involving Lloyd Yates/NiSource and compensation to a family member of the CFO; no related‑party transactions were disclosed involving Ingram .
Expertise & Qualifications
- Skills matrix highlights: Leadership; International; Technology & Cybersecurity; Business Responsibility; Government Relations & Regulatory .
- Governance credentials: Extensive board experience across large global companies; sustainability oversight exposure aligns with MMC’s Business Responsibility Committee mandate .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Feb 28, 2025) | 6,629 shares “other than sole voting/investment power”; 0 shares under sole voting/investment power; total 6,629 |
| Deferred share units (as of Dec 31, 2024) | 6,606 deferred shares in director account; dividends reinvested as deferred shares |
| Ownership guidelines (directors) | Required to hold shares/stock units equal to ≥5x basic annual retainer; may not sell until threshold attained |
| Prohibited activities | Hedging and pledging of company securities prohibited for directors |
| Group ownership context | No director >1% of outstanding; all directors/executives as a group ~0.35% |
Insider Trades and Section 16 Compliance
| Item | 2024 Disclosure |
|---|---|
| Section 16(a) filings | Company believes directors and officers complied with filing requirements in 2024, except one untimely sale by Oscar Fanjul (amended upon discovery); no exceptions disclosed for Ingram |
Governance Assessment
- Board effectiveness: Ingram strengthens MMC’s Compensation Committee and Business Responsibility Committee with multinational leadership and technology/cyber expertise; MMC’s governance structure features majority voting, proxy access, and an independent Chair, supporting accountability and effective oversight .
- Alignment signals: Director pay mix emphasizes a simple cash retainer plus equity grant with deferral/holding requirements; strict anti‑hedging/pledging policies and 5x retainer ownership guideline reinforce long‑term alignment .
- Conflicts/overboarding: MMC limits independent directors to four public company boards; Ingram’s current three UK boards remain within MMC’s limit; no related‑party transactions involving Ingram were disclosed .
- Attendance/engagement: Board-level attendance was strong in 2024 (96% average), with executive sessions held six times; all directors attended the annual meeting, indicating robust engagement .
- Red flags: None identified for Ingram in 2024 disclosures; Section 16 compliance showed no issues for her; MMC’s Compensation Committee uses independent consultants and documented clawback policies and double‑trigger CIC protections for executives, reducing governance risk .