MARSH INC (MRSH)
Sector: Financials
2026 Annual Meeting Analysis
MARSH INC · Meeting: May 21, 2026
Directors FOR
13
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Director since 2016 with no overboarding concerns, strong audit and financial expertise, and the 3-year TSR gap of -17.2pp versus peer median does not reach the 35pp threshold required to trigger a vote against.
Director since July 2025, well within the 24-month new-director exemption period, so the TSR trigger does not apply; holds 1 outside public board seat, below the overboarding threshold.
CEO and director since 2023; the 3-year TSR gap of -17.2pp versus the disclosed peer group median does not reach the 35pp threshold required to trigger a vote against, and he holds no outside public board seats.
Director since 2010 with extensive insurance industry leadership experience; the 3-year TSR gap of -17.2pp versus peer median does not reach the 35pp trigger threshold, and he holds no outside public board seats.
Director since February 2026, well within the 24-month new-director exemption period, so the TSR trigger does not apply; holds 2 outside public board seats, below the overboarding threshold.
Director since 2023 with strong international financial expertise; the 3-year TSR gap of -17.2pp versus peer median does not reach the 35pp trigger threshold, and her one remaining outside board term expires April 2026.
Director since 2017 with deep technology and finance experience; the 3-year TSR gap of -17.2pp versus peer median does not reach the 35pp trigger threshold, and she holds 1 outside public board seat.
Director since 2019; holds 3 outside public board seats, which is below the 4-seat overboarding threshold, and the 3-year TSR gap of -17.2pp versus peer median does not reach the 35pp trigger threshold.
Director since 2020 with cybersecurity and government expertise; the 3-year TSR gap of -17.2pp versus peer median does not reach the 35pp trigger threshold, and she holds 2 outside public board seats.
Director since 2011 with extensive technology and executive leadership experience; the 3-year TSR gap of -17.2pp versus peer median does not reach the 35pp trigger threshold, and he holds no outside public board seats.
Director since 2002 with governance and economics expertise; the 3-year TSR gap of -17.2pp versus peer median does not reach the 35pp trigger threshold, and he holds no outside public board seats.
Director since 2024, within the 24-month new-director exemption window, so the TSR trigger does not apply; holds 1 outside public board seat and brings strong CFO-level financial expertise.
Director since 2011; he is a sitting CEO (NiSource) and holds 1 outside public board seat at Marsh, which is below the 2-seat limit for sitting CEOs, and the 3-year TSR gap of -17.2pp versus peer median does not reach the 35pp trigger threshold.
All 13 director nominees receive a FOR vote. The company's disclosed peer group (9 companies) is the primary TSR benchmark. Marsh's 3-year TSR of +12.6% versus the peer median of +29.8% produces a gap of -17.2 percentage points. With an absolute 3-year TSR in the low-positive band (0-20%), the policy requires a gap of at least 35pp to trigger a vote against — the actual gap falls short of that threshold, so no TSR-based vote against fires for any director. Two directors (Broussard and Harrison) joined within the past 24 months and are separately exempt. No director is overboarded, all independent directors appear to meet independence standards, all directors attended at least 75% of meetings, and the board discloses a clear skills matrix.
Say on Pay
✓ FORCEO
John Q. Doyle
Total Comp
$25,051,051
Prior Support
91%%
The prior year Say on Pay vote received 91% support, well above the 70% threshold that would require a response, and the compensation structure has not changed materially. CEO total compensation of approximately $25 million is benchmarked against a large-cap financial services and professional services peer set; variable pay represents approximately 93% of the CEO's target total direct compensation, far exceeding the 50-60% minimum required for a well-structured program. The company maintains a robust clawback policy, meaningful long-term performance conditions (three-year adjusted EPS growth plus a relative TSR modifier versus S&P 500 constituents on performance stock awards), and the 2023 performance stock award payout of 176% of target reflects genuine performance linkage — strong EPS growth above target was partially offset by a below-median TSR modifier, demonstrating that the incentive structure functions as intended.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$27,020,000
Non-Audit Fees
$7,854,000
Non-audit fees (audit-related fees of $7,168,000 plus tax fees of $266,000 plus all other fees of $420,000 = $7,854,000) represent approximately 29% of core audit fees of $27,020,000, well below the 50% threshold that would raise independence concerns. Deloitte is a Big 4 firm fully appropriate for a company of Marsh's size and complexity. Auditor tenure is not disclosed in the filing, so per policy the tenure trigger does not fire and we do not assume a negative vote on that basis.
Overall Assessment
The 2026 Marsh annual meeting ballot contains three proposals: election of 13 directors, ratification of Deloitte as auditor, and an advisory vote on executive compensation. All proposals receive a FOR vote — no director triggers the TSR underperformance threshold using the disclosed peer group, auditor fees are within acceptable bounds, and the executive compensation program is well-structured with a strong variable pay mix and meaningful performance conditions.
Compensation Peer Group
9 companies disclosed in 2026 proxy filing